Exhibit
        4.1

   

  EXECUTION
      VERSION

   

  ENTEGRIS
        ESCROW CORPORATION

   

  as
        Escrow Issuer,

   

  and

   

  TRUIST
        BANK

   

  as
        Trustee and Notes Collateral Agent

   

  INDENTURE

   

  Dated
        as of April 14, 2022

   

  $1,600,000,000

   

  4.750%
        Senior Secured Notes Due 2029

   

  
     

    
      

    

  

   

  Table
        of Contents

   

  

   

  

  	
	 	Page
	 	 
	ARTICLE One	 
	 	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	 	 	 
	SECTION 101.	Rules of Construction	1
	SECTION 102.	Definitions	3
	SECTION 103.	Compliance Certificates and Opinions	37
	SECTION 104.	Form of Documents Delivered to Trustee	38
	SECTION 105.	Acts of Holders	38
	SECTION 106.	Notices, Etc., to Trustee, Issuer, any Guarantor and Agent	39
	SECTION 107.	Notice to Holders; Waiver	40
	SECTION 108.	Effect of Headings and Table of Contents	41
	SECTION 109.	Successors and Assigns	41
	SECTION 110.	Severability Clause	41
	SECTION 111.	Benefits of Indenture	41
	SECTION 112.	Governing Law	41
	SECTION 113.	Legal Holidays	41
	SECTION 114.	No Personal Liability of Directors, Managers, Officers, Employees and  Stockholders	41
	SECTION 115.	Concerning the TIA	42
	SECTION 116.	Counterparts	42
	SECTION 117.	USA PATRIOT Act	42
	SECTION 118.	Waiver of Jury Trial	42
	SECTION 119.	Force Majeure	42
	 	 
	ARTICLE Two	 
	 	 
	NOTE FORMS	43
	 	 	 
	SECTION 201.	Form and Dating	43
	SECTION 202.	Execution, Authentication, Delivery and Dating	43


   

  
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  	ARTICLE Three	 
	 	 
	THE NOTES	44
	 	 	 
	SECTION 301.	Title and Terms	44
	SECTION 302.	Note Registrar, Transfer Agent and Paying Agent	45
	SECTION 303.	Denominations	46
	SECTION 304.	Temporary Notes	46
	SECTION 305.	Registration of Transfer and Exchange	46
	SECTION 306.	Mutilated, Destroyed, Lost and Stolen Notes	47
	SECTION 307.	Payment of Interest; Interest Rights Preserved	47
	SECTION 308.	Persons Deemed Owners	48
	SECTION 309.	Cancellation	49
	SECTION 310.	Computation of Interest	49
	SECTION 311.	Transfer and Exchange	49
	SECTION 312.	CUSIP, ISIN and Common Code Numbers	49
	SECTION 313.	Issuance of Additional Notes	49
	 	 
	ARTICLE Four	 
	 	 
	SATISFACTION AND DISCHARGE	50
	 	 	 
	SECTION 401.	Satisfaction and Discharge of Indenture	50
	SECTION 402.	Application of Trust Money	51
	 	 
	ARTICLE Five	 
	 	 
	REMEDIES	52
	 	 	 
	SECTION 501.	Events of Default	52
	SECTION 502.	Acceleration of Maturity; Rescission and Annulment	54
	SECTION 503.	Additional Interest	57
	SECTION 504.	Collection of Indebtedness and Suits for Enforcement by Trustee	57
	SECTION 505.	Trustee May File Proofs of Claim	58
	SECTION 506.	Trustee May Enforce Claims Without Possession of Notes	59
	SECTION 507.	Application of Money Collected	59
	SECTION 508.	Limitation on Suits	59
	SECTION 509.	Unconditional Right of Holders to Receive Principal, Premium and Interest	60


   

  
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  	SECTION 510.	Restoration of Rights and Remedies	60
	SECTION 511.	Rights and Remedies Cumulative	60
	SECTION 512.	Delay or Omission Not Waiver	60
	SECTION 513.	Control by Holders	61
	SECTION 514.	Waiver of Past Defaults	61
	SECTION 515.	Waiver of Stay or Extension Laws	61
	SECTION 516.	Undertaking for Costs	62
	 	 
	ARTICLE Six	 
	 	 
	THE TRUSTEE	62
	 	 	 
	SECTION 601.	Duties of the Trustee	62
	SECTION 602.	Notice of Defaults	63
	SECTION 603.	Certain Rights of Trustee	63
	SECTION 604.	Trustee Not Responsible for Recitals or Issuance of Notes	65
	SECTION 605.	May Hold Notes	65
	SECTION 606.	Money Held in Trust	66
	SECTION 607.	Compensation and Reimbursement	66
	SECTION 608.	Corporate Trustee Required; Eligibility	67
	SECTION 609.	Resignation and Removal; Appointment of Successor	67
	SECTION 610.	Acceptance of Appointment by Successor	68
	SECTION 611.	Merger, Conversion, Consolidation or Succession to Business	68
	SECTION 612.	Appointment of Authenticating Agent	68
	SECTION 613.	Preferential Collection of Claims Against Issuer	69
	SECTION 614.	Escrow Agreement	69
	SECTION 615.	Security Documents; Intercreditor Agreements	70
	 	 
	ARTICLE Seven	 
	 	 
	HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUER	70
	 	 	 
	SECTION 701.	Issuer to Furnish Trustee Names and Addresses	70
	SECTION 702.	Reports by Trustee	70


   

  
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  	ARTICLE Eight	 
	 	 
	MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS	71
	 	 	 
	SECTION 801.	Issuer May Consolidate, Etc., Only on Certain Terms	71
	SECTION 802.	Successor Substituted	72
	SECTION 803.	Escrow Merger	72
	 	 
	ARTICLE Nine	 
	 	 
	AMENDMENTS, SUPPLEMENTS AND WAIVERS	73
	 	 	 
	SECTION 901.	Amendments or Supplements Without Consent of Holders	73
	SECTION 902.	Amendments, Supplements or Waivers with Consent of Holders	75
	SECTION 903.	Execution of Amendments, Supplements or Waivers	76
	SECTION 904.	Effect of Amendments, Supplements or Waivers	76
	SECTION 905.	[Reserved]	76
	SECTION 906.	Reference in Notes to Supplemental Indentures	76
	SECTION 907.	Notice of Supplemental Indentures	77
	 	 
	ARTICLE Ten	 
	 	 
	COVENANTS	77
	 	 	 
	SECTION 1001.	Payment of Principal, Premium, if any, and Interest	77
	SECTION 1002.	Maintenance of Office or Agency	77
	SECTION 1003.	Money for Notes Payments to Be Held in Trust	77
	SECTION 1004.	Organizational Existence	78
	SECTION 1005.	[Reserved]	79
	SECTION 1006.	[Reserved]	79
	SECTION 1007.	[Reserved]	79
	SECTION 1008.	Statement by Officer as to Default	79
	SECTION 1009.	Reports and Other Information	79
	SECTION 1010.	Limitation on Liens	80
	SECTION 1011.	Limitation on Subsidiary Debt	81
	SECTION 1012.	Limitation on Sale and Leaseback Transactions	84
	SECTION 1013.	Change of Control Repurchase Event	85
	SECTION 1014.	Escrow Fundings	87


   

  
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  	SECTION 1015.	Escrow Agreement	87
	SECTION 1016.	Limitations on Activities Prior to the Escrow Merger	87
	SECTION 1017.	After-Acquired Collateral	87
	 	 
	ARTICLE Eleven	 
	 	 
	REDEMPTION OF NOTES	88
	 	 	 
	SECTION 1101.	Right of Redemption	88
	SECTION 1102.	[Reserved]	89
	SECTION 1103.	[Reserved]	89
	SECTION 1104.	[Reserved]	89
	SECTION 1105.	Notice of Redemption	89
	SECTION 1106.	[Reserved]	90
	SECTION 1107.	[Reserved]	90
	SECTION 1108.	[Reserved]	90
	SECTION 1109.	Special Mandatory Redemption	90
	 	 
	ARTICLE Twelve	 
	 	 
	GUARANTEES	91
	 	 	 
	SECTION 1201.	Note Guarantees	91
	SECTION 1202.	Severability	93
	SECTION 1203.	Additional Guarantors	93
	SECTION 1204.	Limitation of Guarantors’ Liability	93
	SECTION 1205.	Contribution	93
	SECTION 1206.	Subrogation	94
	SECTION 1207.	Reinstatement	94
	SECTION 1208.	Release of a Guarantor	94
	SECTION 1209.	Benefits Acknowledged	95
	SECTION 1210.	Effectiveness of Note Guarantees	95
	SECTION 1211.	Covenant to Guarantee the Notes	95
	 	 
	ARTICLE Thirteen	 
	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	95
	 	 	 
	SECTION 1301.	Issuer’s Option to Effect Legal Defeasance or Covenant Defeasance	95
	SECTION 1302.	Legal Defeasance and Discharge	95


   

  
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  	SECTION 1303.	Covenant Defeasance	95
	SECTION 1304.	Conditions to Legal Defeasance or Covenant Defeasance	96
	SECTION 1305.	Deposited Money and Government Securities To Be Held in Trust Other Miscellaneous Provisions	97
	SECTION 1306.	Reinstatement	98
	 	 
	ARTICLE Fourteen	 
	 	 
	COLLATERAL AND SECURITY	98
	 	 	 
	SECTION 1401.	Security Documents	98
	SECTION 1402.	Release of Collateral	100
	SECTION 1403.	Suits to Protect the Collateral	101
	SECTION 1404.	Authorization of Receipt of Funds by the Trustee under the Security Documents	101
	SECTION 1405.	Purchaser Protected	102
	SECTION 1406.	Powers Exercisable by Receiver or Trustee	102
	SECTION 1407.	Certain Limitations on Collateral	102
	SECTION 1408.	Notes Collateral Agent	103


   

  
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  	APPENDIX & EXHIBITS
	 	 
	APPENDIX I	Rule 144A / Regulation S
	EXHIBIT 1 to APPENDIX I	Rule 144A / Regulation S – Form of Initial Note
	EXHIBIT 2 to APPENDIX I	Rule 144A / Regulation S – Form of Transferee Letter of Representation


   

  

  	EXHIBIT A	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors
	EXHIBIT B	Form of Supplemental Indenture to Be Delivered in accordance with the Assumption
	EXHIBIT C	Form of Incumbency Certificate


   

  
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  INDENTURE
      dated as of April 14, 2022 (this “Indenture”), between ENTEGRIS ESCROW CORPORATION, a Delaware corporation
      (the “Escrow Issuer”) and TRUIST BANK, as Trustee (as defined below) and Notes Collateral Agent (as defined
      below).

   

  RECITALS
      OF THE ISSUER

   

  The
      Escrow Issuer has duly authorized the creation of an issue of 4.750% Senior Secured Notes due 2029 issued on the date hereof (the
      “Initial Notes”) and, to provide therefor, the Escrow Issuer has duly authorized the execution and delivery
      of this Indenture.

   

  All
      things necessary to make the Notes (as defined herein), when executed by the Escrow Issuer and authenticated and delivered hereunder
      and duly issued by the Escrow Issuer, the valid and legally binding obligations of the Escrow Issuer and to make this Indenture
      a valid and legally binding agreement of the Escrow Issuer, in accordance with their and its terms, have been done.

   

  After
      the Issue Date, Entegris, Inc., a Delaware corporation (the “Company”) and the direct parent of the Escrow
      Issuer, expects to consummate the acquisition of CMC Materials, Inc., a Delaware corporation (the “Target”),
      pursuant to the Agreement and Plan of Merger, dated as of December 14, 2021 (the “Merger Agreement”), among
      the Target, the Company and Yosemite Merger Sub, Inc., a Delaware corporation and Wholly Owned Subsidiary of the Company (“Merger
        Sub”), whereby Merger Sub will merge with and into the Target, with the Target surviving as a direct, Wholly Owned Subsidiary
      of the Company (the “Acquisition”).

   

  Substantially
      concurrently with the consummation of the Acquisition, certain of the Company’s direct and indirect subsidiaries (including
      the Target and certain of its direct and indirect subsidiaries) (collectively, the “Assumption Guarantors”)
      and the Company shall enter into a supplemental indenture substantially in the form set forth in Exhibit B hereto whereby such
      Assumption Guarantors will become parties to this Indenture and the Company shall assume all of the Escrow Issuer’s obligations
      as Issuer under this Indenture.

   

  Each
      of the parties hereto is entering into this Indenture for the benefit of the other parties and for the equal and ratable benefit
      of the Holders (as defined below) of (i) the Initial Notes and (ii) any Additional Notes (as defined herein) that may be issued
      from time to time under this Indenture.

   

  NOW,
      THEREFORE, THIS INDENTURE WITNESSETH:

   

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

   

  ARTICLE
      One

      

      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

   

  SECTION
      101. Rules of Construction.

   

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

   

  
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  		(1)	the terms defined in this Article or the Appendix have the meanings assigned to them in this Article or the Appendix and words in the singular include the plural and
            words in the plural include the singular;


  

   

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


   

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


   

  		(4)	all references to Articles, Sections, Exhibits and Appendices shall be construed to refer to Articles and Sections of, and Exhibits and Appendices to, this Indenture;


   

  		(5)	“or” is not exclusive;


   

  		(6)	“including” means including without limitation;


   

  		(7)	all references to the date the Notes were originally issued shall refer to the Issue Date; and


   

  		(8)	any reference to interest on, or in respect of, any Note in this Indenture shall be deemed to include Additional Interest if, in such context, Additional Interest is, was
            or would be payable pursuant to Section 503; any express mention of Additional Interest in any provision of this Indenture shall not be construed as excluding Additional Interest in those provisions of this Indenture where such express mention
            is not made.


   

  (b)          When calculating the availability under any basket or ratio under this Indenture,
      in each case for any purpose in connection with
      a Limited Condition Acquisition, the date of determination of such basket or ratio and of any Default may, at the option of the
      Issuer, be the date the definitive agreement(s) for such Limited Condition Acquisition is entered into (which, for the avoidance
      of doubt, may be before the Issuer Date). Any such ratio or basket shall be calculated on a pro forma basis after giving effect
      to such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness
      and the use of proceeds thereof and the granting, creation, incurrence or suffering to exist of any Lien) as if they had been
      consummated at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited Condition
      Acquisition; provided, however, that if the Issuer elects to make such determination as of the date of such definitive
      agreement(s), then (i) if any of such ratios are no longer complied with or baskets are exceeded as a result of fluctuations in
      such ratio (including due to fluctuations in EBITDA or other financial result or metric of the Issuer or the target company) or
      basket subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition,
      such ratios or baskets will not be deemed to have been breached or exceeded as a result of such fluctuations solely for purposes
      of determining whether the Limited Condition Acquisition is permitted under this Indenture and (ii) such ratios or baskets shall
      not be tested at the time of consummation of such Limited Condition Acquisition or related transactions; provided further,
      however, that if the Issuer elects to have such determinations occur at the time of entry into such definitive agreement(s),
      any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof and the granting, creation, incurrence
      or suffering to exist of any Lien) shall be deemed to have occurred on the date the definitive agreement(s) is entered into and
      shall be deemed outstanding thereafter for purposes of calculating any ratios or baskets under this Indenture after the date of
      such definitive agreement(s) and before the consummation of such Limited Condition Acquisition, unless such definitive agreement(s)
      is terminated or such Limited Condition Acquisition or incurrence of Indebtedness or such other transaction to which pro forma
      effect is being given is abandoned or with respect to which the Issuer has delivered an Officer’s Certificate to the Trustee
      stating that such transaction will not occur.

   

  
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  SECTION
      102. Definitions.

   

  “2028
        Notes” means the $400,000,000 aggregate principal amount of 4.375% Senior Unsecured Notes due 2028 issued by the Company
      and guaranteed by the guarantors party thereto.

   

  “2029
        Notes” means the $400,000,000 aggregate principal amount of 3.625% Senior Unsecured Notes due 2029 issued by the Company
      and guaranteed by the guarantors party thereto.

   

  “Acceptable
        Junior Priority Intercreditor Agreement” means, with respect to any Indebtedness secured by a Lien that is junior in
      priority on specified Collateral, an intercreditor agreement, in form and substance reasonably satisfactory to the Controlling
      Collateral Agent and the Issuer, that contains terms and conditions that are within the range of terms and conditions customary
      for intercreditor agreements that are of the type that govern intercreditor relationships between holders of senior secured Indebtedness
      and holders of the same type of Indebtedness as such Indebtedness.

   

  “Acquisition”
      has the meaning set forth in the preamble hereto.

   

  “Act”,
      when used with respect to any Holder, has the meaning specified in Section 105.

   

  “Additional
        Equal Priority Obligations” means the Obligations with respect to any Indebtedness having, or intended to have, Equal
      Lien Priority (but without regard to the control of remedies) relative to the Notes with respect to the Collateral; provided that
      an agent, representative or trustee of the holders of such Indebtedness shall be a party to the Equal Priority Intercreditor Agreement
      on behalf of such holders.

   

  “Additional
        Equal Priority Secured Parties” means the holders of any Additional Equal Priority Obligations and any trustee, authorized
      representative or agent of such Additional Equal Priority Obligations.

   

  “Additional
        Escrow Amount” means an amount equal to (a) all interest that could accrue on any Future Escrow Debt from and including
      the date of issuance thereof to and including the date of any potential mandatory redemption to occur if the proceeds of such
      Future Escrow Debt are not released from the applicable Future Escrow Account, plus (b) the amount of any original issue
      discount on such Future Escrow Debt, plus (c) all fees and expenses that are incurred in connection with the issuance of
      such Future Escrow Debt and all fees, expenses or other amounts payable in connection with any redemption of such Future Escrow
      Debt.

   

  “Additional
        Interest” has the meaning specified in Section 503.

   

  “Additional
        Notes” means any Notes issued by the Issuer pursuant to Section 313.

   

  “Adjusted
        Net Assets” has the meaning specified in Section 1205.

   

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

   

  
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  “Agent”
      means any Note Registrar, Transfer Agent, co-registrar, Notes Custodian, Paying Agent or other agent appointed in accordance
      with this Indenture to perform any function that this Indenture authorized such agent to perform.

   

  “Aggregate
        Net Availability Debt” means, as of any date of determination, the sum of the following (in each case without duplication):
      (a) the then outstanding aggregate principal amount of Indebtedness of the Issuer and its Subsidiaries incurred pursuant to clauses
      (10) and (11) of the definition of “Permitted Liens”; plus (b) the then outstanding aggregate principal amount
      of all Subsidiary Debt incurred after the Issue Date pursuant to Section 1011(a)(12); provided that, any such Subsidiary
      Debt will be excluded from this clause (b) to the extent that such Subsidiary Debt (or the related Indebtedness) is included in
      clause (a) or (c) of this definition; plus (c) the then existing Attributable Debt of the Issuer and its Subsidiaries in
      respect of Sale and Leaseback Transactions entered into after the Issue Date pursuant to Section 1012(c); provided that
      any such Attributable Debt will be excluded from this clause (c) to the extent of Indebtedness relating thereto is included in
      clause (a) or (b) of this definition; provided, further, in no event will the amount of any Indebtedness (including Guarantees
      of such Indebtedness) be required to be included in the calculation of Aggregate Net Availability Debt more than once despite
      the fact that more than one Person is obligated with respect to such Indebtedness and despite the fact that such Indebtedness
      is secured by the assets of more than one Person (for example, in the case where more than one Subsidiary has Guaranteed or otherwise
      become liable for such Indebtedness or in the case where there are Liens on assets of one or more of the Issuer and its Subsidiaries
      securing such Indebtedness or one or more Guarantees thereof, the amount of Indebtedness so Guaranteed or secured shall only be
      included once in the calculation of Aggregate Net Availability Debt); minus (d) the aggregate amount of cash and Company
      Cash Equivalents of the Issuer and its Subsidiaries (other than any Future Escrow Subsidiary) as of such date (but disregarding
      the proceeds of Indebtedness that is incurred on such date).

   

  For
      purposes of calculating the amount of “Aggregate Net Availability Debt” for purposes of clause (10) of the definition
      of “Permitted Liens”, Section 1011(a)(12) and Section 1012(c), the Issuer may elect to treat all or any portion of
      the committed amount of any Indebtedness that may be incurred or secured by such Lien, as the case may be, as being incurred as
      of the time the commitment thereunder is first extended and any subsequent incurrence of Indebtedness under such commitment that
      was so treated shall not be deemed to be an incurrence of additional Indebtedness or an additional Lien at such subsequent time;
      provided further, however, that such committed amount shall be treated as outstanding Indebtedness (whether or not outstanding)
      for each subsequent calculation of the “Aggregate Net Availability Debt” hereunder for so long as such Indebtedness
      is so designated. In addition, (i) any Future Escrow Debt, for so long as it is solely an obligation of a Future Escrow Subsidiary,
      shall be deemed to not constitute Aggregate Net Availability Debt and (ii) any Permitted Revolving Indebtedness in the form of
      undrawn letters of credit shall be deemed to not constitute Aggregate Net Availability Debt.

   

  “Amended
        and Restated Credit and Guaranty Agreement” means the Credit and Guaranty Agreement as amended and restated pursuant
      to the amendment and restatement agreement to be entered into on or before the Effective Date in connection with the Acquisition.

   

  “Amended
        and Restated Credit Facilities” means the Revolving Facility and the Term Loan Facility from and after the effectiveness
      of the Amended and Restated Credit and Guaranty Agreement.

   

  “Appendix”
      has the meaning specified in Section 201.

   

  
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  “Applicable
        Measurement Period” in effect at any time means the Issuer’s most recently ended four fiscal quarters immediately
      preceding the applicable date of determination for which internal financial statements are available (as determined in good faith
      by the Issuer).

   

  For
      purposes of calculating the “Aggregate Net Availability Debt” test contemplated by clause (10) of the definition of
      “Permitted Liens”, Section 1011(a)(12) and Section 1012(c), Pro Forma Events that have been consummated by the Issuer
      or any Subsidiary of the Issuer during the Applicable Measurement Period or subsequent to such Applicable Measurement Period and
      on or prior to or simultaneously with the applicable date of determination shall be given pro forma effect assuming that all such
      Pro Forma Events (and the change in any associated Aggregate Net Availability Debt and the change in EBITDA resulting therefrom)
      had occurred on the first day of the Applicable Measurement Period. If since the beginning of such period any Person (that subsequently
      became a Subsidiary of the Issuer or was merged with or into the Issuer or any Subsidiary of the Issuer since the beginning of
      such period) shall have consummated any Pro Forma Event, then the applicable amount shall be calculated giving pro forma effect
      to such Pro Forma Event for such Applicable Measurement Period as if such Pro Forma Event had occurred at the beginning of the
      Applicable Measurement Period.

   

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

   

  “Assumption”
      means the consummation of the transactions whereby the Company will assume all of the obligations of the Escrow Issuer under
      the Notes and this Indenture pursuant to a supplemental indenture substantially in the form set forth hereto as Exhibit B.

   

  “Assumption
        Guarantors” has the meaning set forth in the preamble hereto.

   

  “Attributable
        Debt” means, with respect to any Sale and Leaseback Transaction, at the time of determination, the lesser of (a) the
      sale price of the property so leased multiplied by a fraction the numerator of which is the remaining portion of the base term
      of the lease included in such transaction and the denominator of which is the base term of such lease, and (b) the total obligation
      (discounted to the present value at the implicit interest factor, determined in accordance with GAAP, included in the rental payments)
      of the lessee for rental payments (other than amounts required to be paid on account of property taxes as well as maintenance,
      repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion
      of the base term of the lease included in such transaction. Notwithstanding the foregoing, if such Sale and Leaseback Transaction
      results in a Finance Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the
      definition of “Finance Lease Obligation”.

   

  “Authenticating
        Agent” has the meaning specified in Section 612.

   

  “Bankruptcy
        Code” means Title 11 of the United States Bankruptcy Code of 1978, as amended.

   

  “Bankruptcy
        Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

   

  “Board
        of Directors” means:

   

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


   

  
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  		(2)	with respect to a partnership, the board of directors of the general partner of the partnership;


   

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


   

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


   

  “Board
        Resolution” means with respect to the Issuer, a duly adopted resolution of the Board of Directors of the Issuer or any
      committee of such Board of Directors.

   

  “Business
        Day” means any day that is not a Saturday, Sunday or other day on which the Trustee or banking institutions in New York,
      New York are authorized or required by law to close.

   

  “Capital
        Stock” means:

   

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


   

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


   

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


   

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


   

  “CFC”
      means any Subsidiary of the Issuer that is a “controlled foreign corporation” within the meaning of Section 957
      of the Internal Revenue Code of 1986.

   

  “CFC
        Holding Company” means any Domestic Subsidiary that is treated as a partnership or a disregarded entity for United States
      federal income tax purposes and that has no material assets other than Capital Stock in one or more Subsidiaries of the Issuer
      that are CFCs.

   

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

   

  		(1)	the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination transaction), in
            one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) and Section 14(d) of the Exchange Act) other than to
            the Issuer or one of its Subsidiaries;


   

  		(2)	the consummation of any transaction (including any merger or consolidation or purchase of Capital Stock) the result of which is that any “person” (as that term is used in
            Section 13(d) and Section 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50.00% of the outstanding Voting Stock of the Company, or
            other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares;


   

  
    -6- 

    
      

    

  

   

  		(3)	the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a
            transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the
            Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving effect to such transaction; or


   

  		(4)	the adoption of a plan relating to the liquidation or dissolution of the Company.


   

  “Change
        of Control Offer” has the meaning specified in Section 1013.

   

  “Change
        of Control Payment” has the meaning specified in Section 1013.

   

  “Change
        of Control Payment Date” has the meaning specified in Section 1013.

   

  “Change
        of Control Repurchase Event” means the occurrence of both a Change of Control and a Ratings Event.

   

  “Collateral”
      means, collectively, all of the property (including Equity Interests) on which Liens are purported to be granted pursuant
      to the Security Documents as security for the Secured Notes Obligations, in each case, other than any Excluded Property.

   

  “Collateral
        Agent” means (1) in the case of any Credit Facilities Obligations, the Credit Facilities Collateral Agent, (2) in the
      case of the Secured Notes Obligations, the Notes Collateral Agent and (3) in the case of any Additional Equal Priority Obligations,
      the collateral agent, administrative agent or the trustee with respect thereto.

   

  “Company”
      has the meaning set forth in the preamble hereto.

   

  “Company
        Cash Equivalents” means, as at any date of determination, any of the following:

   

  		(1)	money, currency or a credit balance in any demand or deposit account;


   

  		(2)	marketable securities (i) issued or directly and unconditionally Guaranteed as to interest and principal by the United States of America or (ii) issued by any agency of
            the United States of America, in each case maturing within two years after such date;


   

  		(3)	marketable direct obligations issued by any State of the United States of America or the District of Columbia or any political subdivision of any such State or District
            or any public instrumentality thereof, in each case maturing within two years after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s;


   

  
    -7- 

    
      

    

  

   

  		(4)	corporate obligations maturing no more than 270 days from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from
            S&P or at least P-1 from Moody’s;


   

  		(5)	certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any commercial bank organized under the laws of the
            United States of America, any State thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (ii) has Tier 1 capital (as defined in such
            regulations) of not less than $1,000,000,000;


   

  		(6)	fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (1) above and entered into with a financial institution
            satisfying the criteria of clause (5) above;


   

  		(7)	shares of any money market mutual fund that (i) has substantially all its assets invested continuously in the types of investments referred to in clauses (1) through (4)
            above, (ii) has net assets of not less than $5,000,000,000 and (iii) has the highest rating obtainable from either S&P or Moody’s;


   

  		(8)	in the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by
            companies in the jurisdiction of such Foreign Subsidiary for cash management purposes; and


   

  		(9)	marketable corporate bonds for which an active trading market exists and price quotations are available, in each case maturing within two years after such date and issued
            by Persons that are not Affiliates of the Issuer and where such persons (i) in the case of any such bonds maturing more than 12 months from the date of the acquisition thereof, have a long-term credit rating of at least AA- from S&P or Aa3
            from Moody’s or (ii) in the case of any such bonds maturing less than or equal to 12 months from the date of the acquisition thereof, have a long-term credit rating of at least A+ from S&P or A1 from Moody’s; provided, however, that
            the portfolio of any such bonds included as Company Cash Equivalents at any time shall have a weighted average maturity of not more than 360 days.


   

  “Consolidated
        Net Tangible Assets” means, as of any date, the total assets of the Issuer and its Subsidiaries as of the most recent
      fiscal quarter end for which a consolidated balance sheet of the Issuer and its Subsidiaries is available, minus all current
      liabilities of the Issuer and its Subsidiaries reflected on such balance sheet and minus total goodwill and other intangible
      assets of the Issuer and its Subsidiaries reflected on such balance sheet, all calculated on a consolidated basis in accordance
      with GAAP.

   

  “Consolidated
        Total Assets” means, as of any date, the total consolidated assets of the Issuer and its Subsidiaries, on a consolidated
      basis, as of the most recent fiscal quarter end for which a consolidated balance sheet of the Issuer and its Subsidiaries is available,
      calculated in accordance with GAAP.

   

  “Contingent
        Obligations” means, with respect to any Person, any obligation of such Person Guaranteeing any leases, dividends or
      other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary
      obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether
      or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor,
      (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital
      or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (iii) to
      purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the
      ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

   

  
    -8- 

    
      

    

  

   

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

   

  “Controlling
        Collateral Agent” means, with respect to any Shared Collateral, (1) until the Controlling Collateral Agent Change Date,
      the Credit Facilities Collateral Agent and (2) from and after the Controlling Collateral Agent Change Date, the Major Non-Controlling
      Collateral Agent.

   

  “Controlling
        Collateral Agent Change Date” means the earlier of (1) the discharge in full of all the Credit Facilities Obligations
      and (2) the Non-Controlling Collateral Agent Enforcement Date.

   

  “Controlling
        Secured Parties” means, with respect to any Shared Collateral, the Series of Equal Priority Secured Parties whose Collateral
      Agent is the Controlling Collateral Agent for such Shared Collateral.

   

  “Corporate
        Trust Office” means the corporate trust office of the Trustee, at which at any particular time its corporate trust business
      in relation to this Indenture shall be principally administered, which office at the date of execution of this Indenture is located
      at Truist Bank, 2713 Forest Hills Road, S.W., Building 2, Floor 2, Wilson, NC 27893, Attn: Corporate Trust and Escrow Services.

   

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

   

  “Credit
        and Guaranty Agreement” means the credit and guaranty agreement, dated as of November 6, 2018 (as amended, restated,
      supplemented or otherwise modified from time to time), among the Company, the guarantors party thereto, the lenders party thereto
      and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent thereunder.

   

  “Credit
        Facilities Collateral Agent” means the collateral agent or a similar representative under the Credit and Guaranty Agreement
      or any renewals, refundings, replacements, exchanges or refinancings thereof, in whole or in part, in each case, as amended, restated,
      supplemented or otherwise modified from time to time, together with its successors and permitted assigns thereunder.

   

  “Credit
        Facilities Obligations” means (a) the “Obligations” as defined under the Credit and Guaranty Agreement and
      (b) the Obligations with respect to any Indebtedness that renews, refunds, replaces, exchanges or refinances, in whole or in part,
      Indebtedness under the Credit and Guaranty Agreement and that has, or intended to have, Equal Lien Priority (but without regard
      to the control of remedies) relative to the Notes with respect to the Collateral; provided that an agent, representative or trustee
      of the holders of such Indebtedness shall be a party to the Equal Priority Intercreditor Agreement on behalf of such holders.

   

  “Credit
        Facilities Secured Parties” means the “ Secured Parties” (or a similar term) as defined under any Credit
      Facility under the Credit and Guaranty Agreement, or any amendments, supplements, modifications, extensions, renewals, restatements,
      refundings, replacements, exchanges or refinancings thereof, in whole or in part, in each case, as amended, restated, supplemented
      or otherwise modified from time to time.

   

  
    -9- 

    
      

    

  

   

  “Credit
        Facility” means, with respect to the Company, the Escrow Issuer or any Subsidiary of the Company, (1) the Existing Credit
      Facilities, (2) the Amended and Restated Credit Facilities and (3) one or more debt facilities or other financing arrangements
      (including commercial paper facilities with banks or other institutional lenders) providing for revolving credit loans, term loans,
      letters of credit or other long-term indebtedness (other than bonds, notes or similar capital markets indebtedness), including
      any notes, mortgages, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments,
      supplements, modifications, extensions, renewals, restatements, replacements, exchanges, refinancings or refundings thereof, in
      whole or in part, and any credit facilities or commercial paper facilities with banks or other institutional lenders that renew,
      refund, exchange, refinance or replace any part of the loans, other credit facilities or commitments thereunder, including any
      such refinancing facility that increases the amount permitted to be borrowed or issued thereunder or alters the maturity thereof
      or adds Subsidiaries of the Issuer as additional borrowers or guarantors thereunder and whether by the same or any other agent,
      lender or group of lenders or holders.

   

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

   

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

   

  “Depositary”
      means The Depository Trust Company, its nominees and their respective successors.

   

  “Derivative
        Instrument” means, with respect to any Person, any contract, instrument or other right to receive payment or delivery
      of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection
      with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further
      performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by
      the value and/or performance of the Notes and/or the creditworthiness of the Issuer and/or any one or more of the Guarantors (the
      “Performance References”).

   

  “Directing
        Holder” has the meaning specified in Section 502(f).

   

  “Disqualified
        Stock” means 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, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event,
      matures or is mandatorily redeemable, other than as a result of a change of control, asset sale or casualty or condemnation event
      pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder of the Capital Stock, other than
      as a result of a change of control, asset sale or casualty or condemnation event, in whole or in part, on or prior to the date
      that is 91 days after the date on which the Notes mature. The amount of Disqualified Stock deemed to be outstanding at any time
      for purposes of this Indenture will be the maximum amount that the Issuer and its Subsidiaries may become obligated to pay upon
      the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

   

  “Domestic
        Subsidiary” means any Subsidiary of the Issuer that was formed under the laws of the United States or any state of the
      United States or the District of Columbia.

   

  
    -10- 

    
      

    

  

   

  “EBITDA”
      means, for any period,

   

  (1)          the net income (or loss) of the Issuer and its Subsidiaries for such
      period, determined on a consolidated basis in conformity
      with GAAP and to the extent attributable to the Issuer, provided that (a) any net income (or loss) of any Person (including any
      Person accounted for by the equity method of accounting) that is not the Issuer or a Subsidiary of the Issuer shall be excluded,
      except to the extent of the amount of cash and Company Cash Equivalents (or of other assets, but only to the extent of cash and
      Company Cash Equivalents received during the same accounting period as such distribution of such assets as a result of a conversion
      of such assets into cash or Company Cash Equivalents) actually distributed during such period by any such Person to the Issuer
      or a Subsidiary of the Issuer as a dividend or similar distribution (and except that the provisions of this clause (a) will not
      apply to the extent inclusion of net income (or loss) of such Person is required for any calculation of EBITDA with such pro forma
      adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth below and in the second paragraph
      of the definition of “Applicable Measurement Period”), (b) the net income (or loss) of any Person accrued prior to
      the date it becomes a Subsidiary of the Issuer or is merged or consolidated with or into the Issuer or any of its Subsidiaries
      shall be excluded (except to the extent inclusion of such net income (or loss) of such Person is required for any calculation
      of EBITDA with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth
      below and in the second paragraph of the definition of “Applicable Measurement Period”), (c) the cumulative effect
      of a change in accounting principles during such period shall be excluded and (d) the accounting effects during such period of
      adjustments to inventory, property and equipment, goodwill and other intangible assets and deferred revenue required or permitted
      by GAAP (including the effects of such adjustments pushed down to the Issuer and its Subsidiaries), and all other impacts of the
      application of purchase accounting, as a result of any acquisition shall be excluded, plus

   

  (2)          an amount which, has been deducted for such period pursuant to the
      calculation in clause (1) above (or, in the case of amounts
      pursuant to clauses (ix), (xi) and (xii) below, not already included in clause (1) above) for, without duplication:

   

  (i)          total interest expense determined in conformity with GAAP (including,
      (A) amortization of original issue discount resulting from
      the issuance of Indebtedness at less than par, (B) all commissions, discounts and other fees and charges owed with respect to
      letters of credit or bankers’ acceptances, (C) non-cash interest payments, (D) the interest component of Finance Lease Obligations,
      (E) net payments, if any, made (less net payments, if any, received) pursuant to interest rate hedge agreements with respect to
      Indebtedness, (F) amortization or write-off of deferred financing fees, debt issuance costs, commissions, fees and expenses, including
      commitment, letter of credit and administrative fees and charges with respect to any Credit Facilities and with respect to other
      Indebtedness permitted to be incurred hereunder, and (G) any expensing of commitment and other financing fees) and, to the extent
      not reflected in such total interest expense, any losses on Hedging Obligations or other derivative instruments entered into for
      the purpose of hedging interest rate risk, net of interest income and gains on such Hedging Obligations, and costs of surety bonds
      in connection with financing activities (whether amortized or immediately expensed), for such period,

   

  (ii)         provision for taxes based on income, revenues, profits or capital,
      including Federal, foreign, state, local, franchise, excise
      and similar taxes and foreign withholding taxes paid or accrued during such period, including (A) penalties and interest related
      to such taxes or arising from any tax examinations and (B) in respect of repatriated funds, for such period,

   

  
    -11- 

    
      

    

  

   

  (iii)       total depreciation expense and total amortization expense for such
      period,

   

  (iv)       extraordinary, unusual or nonrecurring charges, expenses or losses for
      such period,

   

  (v)        any charges, expenses or losses for such period attributable to
      disposed, abandoned or discontinued operations (other than disposed,
      abandoned or discontinued operations pending disposal, abandonment and/or discontinuation thereof),

   

  (vi)       any after-tax losses attributable to any disposition of assets by the
      Issuer or any Subsidiary of the Issuer, other than dispositions
      of inventory and other dispositions in the ordinary course of business,

   

  (vii)      non-cash charges, expenses or losses for such period, including (A)
      impairment charges and reserves and any other write-down or
      write-off of assets, (B) non-cash fair value adjustments of Investments and (C) non-cash compensation expense, but excluding (1)
      any such non-cash charge, expense or loss to the extent that it represents an amortization of a prepaid cash expense that was
      paid and not expensed in a prior period or write-down or write-off or reserves with respect to accounts receivable (including
      any addition to bad debt reserves or bad debt expense) or inventory and (2) any non-cash charge, expense or loss to the extent
      it represents an accrual of or a reserve for cash expenditures in any future period, provided, however, that, at
      the option of the Issuer, notwithstanding the exclusion in this clause (2) any such noncash charge, expense or loss may be added
      back in determining EBITDA for the period in which it is recognized, so long as any cash expenditure made on account thereof in
      any future period is deducted pursuant to clause (4) below,

   

  (viii)     restructuring charges, accruals and reserves, severance costs,
      relocation costs, retention and completion bonuses, integration
      costs and business optimization expenses, including any restructuring costs, business optimization expenses and integration costs
      related to acquisitions (including the Acquisition), project start-up costs, transition costs, costs related to the opening, closure
      or consolidation of offices and facilities (including the termination or discontinuance of activities constituting a business),
      contract termination costs, recruiting, signing and completion bonuses and expenses, future lease commitments, systems establishment
      costs, conversion costs, excess pension charges and curtailments or modifications to pension and post-retirement employee benefit
      plans (including any settlement of pension liabilities) and consulting fees, for such period,

   

  (ix)        the amount of pro forma “run rate” cost savings, operating expense
      reductions, other operating improvements and synergies
      projected by the Issuer in good faith to be realized (calculated on a pro forma basis as though such items had been realized on
      the first day of the Applicable Measurement Period, net of the amount of actual benefits realized during such period that are
      otherwise included in the calculation of EBITDA from such actions) as a result of actions taken or to be taken in connection with
      any Pro Forma Event (including the Acquisition) or related to restructuring, cost saving or operational initiatives, provided,
        however, that (A) such cost savings, operating expense reductions or other operating improvements and synergies are reasonably
      identifiable, factually supportable and reasonably anticipated to be realized within 24 months after the consummation of the Pro
      Forma Event or implementation of such initiative, as determined in good faith by the Issuer, (B) such actions (or substantial
      steps in respect of such actions) have been taken or are expected by the Issuer in good faith to be taken within such period,
      (C) no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this clause
      (ix) to the extent duplicative of any items otherwise added in calculating EBITDA for such period, and (D) projected (and not
      yet realized) amounts may no longer be added in calculating EBITDA pursuant to this clause (ix) after 24 months after the consummation
      of such Pro Forma Event or implementation of such initiative,

   

  
    -12- 

    
      

    

  

   

  (x)         transaction fees and expenses incurred, or amortization thereof, during
      such period in connection with, to the extent permitted
      hereunder, any acquisition (including the Acquisition) or other Investment, any disposition (other than in the ordinary course
      of business), any casualty or condemnation event, any incurrence of Indebtedness, any issuance of Equity Interests or any amendments
      or waivers of the Credit and Guaranty Agreement or any agreements or instruments relating to any other Indebtedness permitted
      hereunder, in each case, whether or not consummated,

   

  (xi)        charges, expenses, losses and lost profits for such period to the
      extent indemnified or insured by a third party, including expenses
      covered by indemnification provisions in connection with any acquisition or disposition permitted by this Indenture and lost profits
      covered by business interruption insurance, in each case, to extent that coverage has not been denied and only so long as such
      amounts are either actually reimbursed to the Issuer or any Subsidiary of the Issuer during such period or the Issuer has made
      a good faith determination that there exists reasonable evidence that such amounts will be reimbursed to the Issuer or any Subsidiary
      of the Issuer within 12 months after the related amount is first added to EBITDA pursuant to this clause (xi),

   

  (xii)       cash receipts (or any netting arrangements resulting in reduced cash
      expenses) during such period not included in EBITDA in any
      prior period to the extent non-cash gains relating to such receipts were deducted in the calculation of EBITDA pursuant to clause
      (3) below for any prior period and not added back,

   

  (xiii)      net losses during such period (A) resulting from fair value accounting
      required by FASB ASC 815, (B) relating to mark-to-market
      of amounts denominated in foreign currencies resulting from the application of FASB ASC 830 or (C) attributable to foreign currency
      translation,

   

  (xiv)      any losses for such period attributable to early extinguishment of
      Indebtedness or obligations under any hedge agreement or other
      derivative instrument,

   

  (xv)       cash expenses relating to contingent or deferred payments in connection
      with any acquisition or other Investment permitted hereunder
      (including earn-outs, non-compete payments, consulting payments and similar obligations) and any adjustments thereof and any purchase
      price adjustments for such period, and

   

  
    -13- 

    
      

    

  

   

  (xvi)      any income (or loss) attributable to non-controlling interests in any
      non-Wholly Owned Subsidiary of the Issuer; minus

   

  (3)          an amount which, in the calculation made pursuant to clause (1) above
      for such period, has been included for, without duplication:

   

  (i)          all extraordinary, unusual or nonrecurring gains and items of income
      during such period,

   

  (ii)         any gains or income attributable to disposed, abandoned or
      discontinued operations (other than disposed, abandoned or discontinued
      operations pending disposal, abandonment and/or discontinuation thereof),

   

  (iii)        any after-tax gains attributable to any disposition of assets by the
      Issuer or any Subsidiary of the Issuer, other than dispositions
      of inventory and other dispositions in the ordinary course of business,

   

  (iv)       any non-cash gains or income (other than the accrual of revenue in the
      ordinary course) during such period, but excluding any
      such items in respect of which cash was received in a prior period or will be received in a future period,

   

  (v)        net gains during such period (A) resulting from fair value accounting
      required by FASB ASC 815, (B) relating to mark-to-market
      of amounts denominated in foreign currencies resulting from the application of FASB ASC 830 or (C) attributable to foreign currency
      translation, and

   

  (vi)       any gains for such period attributable to early extinguishment of
      Indebtedness or obligations under any hedge agreement or other
      derivative instrument; minus

   

  (4)          to the extent not deducted in the calculation made pursuant to clause
      (1) above during such period, all cash payments made during
      such period on account of non-cash charges that were added back in calculating EBITDA for a prior period in reliance on the proviso
      to clause (2)(vii) above.

   

  Whenever
      pro forma effect is to be given to any Pro Forma Event, the pro forma effect shall be calculated in a reasonable and factually
      supportable manner by the Issuer and in the manner that is consistent with this definition of EBITDA. For the avoidance of doubt,
      the amount of pro forma “run rate” cost savings, operating expense reductions, other operating improvements and synergies
      projected by the Issuer in good faith to be realized as a result of actions taken or to be taken in connection with any Pro Forma
      Event may be included in EBITDA in the manner, and subject to the limitations, set forth in this definition.

   

  “Effective
        Date” means the date of the consummation of the Acquisition and the Assumption.

   

  
    -14- 

    
      

    

  

   

  “Escrow
        Agent” means Truist Bank, in its capacity as bank, securities intermediary and escrow agent appointed and authorized
      under the Escrow Agreement, and any successor thereto in such capacity.

   

  “Escrow
        Agreement” means the Escrow Agreement dated April 14, 2022, by an among the Escrow Issuer, Truist Bank as Trustee under
      this Indenture and the Escrow Agent.

   

  “Escrow
        Issuer” has the meaning set forth in the preamble hereto.

   

  “Escrow
        Merger” means the merger of the Escrow Issuer with and into the Company, with the Company continuing as the surviving
      corporation, on the Effective Date.

   

  “Escrow
        Release” has the meaning set forth in Section 1015(a).

   

  “Equal
        Lien Priority” means, with respect to specified Indebtedness, such Indebtedness is secured by a Lien that is equal in
      priority to the Liens on specified Collateral (but without regard to control of remedies) and is subject to the Equal Priority
      Intercreditor Agreement (or such other intercreditor agreement having substantially similar terms as the Equal Priority Intercreditor
      Agreement, taken as a whole).

   

  “Equal
        Priority Intercreditor Agreement” means the intercreditor agreement to be dated the Effective Date (as the same may
      be amended, restated, renewed, replaced or otherwise modified from time to time, including any intercreditor agreement having
      substantially similar terms with respect to the holders of the Notes as set forth in the Equal Priority Intercreditor Agreement,
      taken as a whole), by and among the Notes Collateral Agent, the Credit Facilities Collateral Agent, the Issuer and the Guarantors.

   

  “Equal
        Priority Obligations” means, collectively, (1) the Credit Facilities Obligations, (2) the Secured Notes Obligations
      and (3) each Series of Additional Equal Priority Obligations.

   

  “Equal
        Priority Secured Parties” means, collectively, (1) the Credit Facilities Secured Parties, (2) the Secured Notes Secured
      Parties and (3) any Additional Equal Priority Secured Parties.

   

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

   

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

   

  “Exchange
        Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

   

  “Excluded
        Property” means:

   

  		(1)	any leasehold interest in real property and any Real Estate Asset that is not a Material Real Estate Asset;


   

  		(2)	any motor vehicles and other assets subject to certificates of title, except to the extent perfection of a security interest therein may be accomplished by the filing of
            UCC financing statements or an equivalent thereof in appropriate form in the applicable jurisdiction;


   

  		(3)	any Commercial Tort Claim;


   

  
    -15- 

    
      

    

  

   

  		(4)	(a) any assets if, for so long as and to the extent a security interest may not be granted in such assets as a matter of applicable law and (b) any lease, license,
            contract or other agreement or any rights or interests thereunder if, for so long as and to the extent the grant of a security interest therein would (x) constitute or result in (i) the unenforceability of any right, title or interest of the
            Issuer or any Guarantor, as applicable, in or (ii) a breach or termination pursuant to the terms of, or a default under, such lease, license, contract or other agreement or (y) require a consent, approval, license or authorization not obtained
            from a governmental authority or third party, except, in each case under this clause (4), to the extent that such law or the terms in such lease, license, contract or other agreement providing for such prohibition, breach, right of termination
            or default or requiring such consent, approval, license or authorization is ineffective under the UCC or other applicable law, provided that this clause (4) shall not exclude Proceeds thereof and Accounts and Payment Intangibles arising
            therefrom the assignment of which is deemed effective under the UCC;


   

  		(5)	any property subject to a Lien securing purchase money obligation or Finance Lease Obligation (or any extensions, renewals and refinancings thereof that do not increase
            the outstanding principal amount thereof (other than any increase attributable to accrued and unpaid interest and any fees, expenses and costs, including any prepayment, tender, exchange or repurchase in connection with such extension, renewal
            or refinancing)) if, for so long and to the extent the grant of a security interest therein would constitute or result in a breach or a default under the related agreements, except, in each case under this clause (5), to the extent that such
            breach or default is ineffective under the UCC or other applicable law, provided that this clause (5) shall apply only if such Lien and such purchase money obligation or Finance Lease Obligation are permitted under this Indenture;


   

  		(6)	any licenses or state or local franchises, charters and authorizations of a governmental authority if, for so long as and to the extent the grant of a security interest
            therein is prohibited or restricted by applicable law, except, in each case under this clause (6), to the extent that such prohibition or restriction is ineffective under the UCC or other applicable law, provided that this clause (6) shall not
            exclude Proceeds thereof and Accounts and Payment Intangibles arising therefrom the assignment of which is deemed effective under the UCC;


   

  		(7)	Equity Interests in any Person that is (a) not a Wholly Owned Subsidiary or (b) is a Future Escrow Subsidiary, in each case, if, for so long as and to the extent (i) the
            organizational documents of such Person or any related joint venture, shareholders’ or similar agreement prohibits or restricts such pledge without the consent of any Person other than the Issuer or its Subsidiaries (it being understood that
            neither the Issuer nor any of its Subsidiaries shall be required to seek the consent of third parties thereunder), (ii) in the case of any Person that is a Future Escrow Subsidiary or that is not a Subsidiary, such Equity Interests have been
            pledged in connection with any Indebtedness of such Person (but only to the extent that such Equity Interests remain pledged in connection with such Indebtedness) or (iii) such Equity Interests constitute margin stock within the meaning of
            Regulation U of the Board of Governors of the United States Federal Reserve System;


   

  
    -16- 

    
      

    

  

   

  		(8)	prior to the discharge of the Credit Facilities Obligations, Equity Interests in any Person that is an Unrestricted Subsidiary, if, for so long as and to the extent (i)
            the organizational documents of such Person or any related joint venture, shareholders’ or similar agreement prohibits or restricts such pledge without the consent of any Person other than the Issuer or a Restricted Subsidiary (it being
            understood that neither the Issuer nor any Guarantor shall be required to seek the consent of third parties thereunder), (ii) such Equity Interests have been pledged in connection with any Indebtedness of such Person (but only to the extent
            that such Equity Interests remain pledged in connection with such Indebtedness) or (iii) such Equity Interests constitute margin stock within the meaning of Regulation U of the Board of Governors of the United States Federal Reserve System;


   

  		(9)	any “intent to use” trademark application for which evidence of use of the trademark has not been filed with, and accepted by, the United States Patent and Trademark
            Office pursuant to Sections 1(c) or 1(d) of the Lanham Act (15 U.S.C. §1051, et seq.), but only to the extent that the grant of a security interest therein would invalidate such trademark application;


   

  		(10)	(any assets to the extent the grant of a security interest in such assets would result in material adverse tax consequences to the Issuer and its Subsidiaries (other
            than, prior to the discharge of the Credit Facilities Obligations, Unrestricted Subsidiaries), as reasonably determined by the Issuer and notified by the Issuer to the Notes Collateral Agent in writing;


   

  		(11)	Letter-of-Credit Rights, except to the extent constituting a Supporting Obligation of other Collateral as to which perfection of a security interest therein may be
            accomplished solely by the filing of a UCC financing statement in the applicable jurisdiction (it being understood that no actions shall be required to perfect a security interest in a Letter-of-Credit Rights, other than the filing of a UCC
            financing statement);


   

  		(12)	Equity Interests representing more than 65% of the outstanding voting Equity Interests in any Excluded Subsidiary; and


   

  		(13)	any other assets as to which the Controlling Collateral Agent, in consultation with the Issuer, shall have reasonably determined in writing that the cost of obtaining or
            perfecting a Lien thereon would be excessive in relation to the benefit to the holders of the Notes of the security to be afforded thereby; provided, in each case, that such assets shall constitute Excluded Property only if they are not subject
            to any Lien securing any Equal Priority Obligation or Obligation subject to an Acceptable Junior Priority Intercreditor Agreement.


   

  In
      each case of clauses (1) though (13) above, no Proceeds, substitutions or replacements of the foregoing will constitute Excluded
      Property unless such Proceeds, substitutions or replacements themselves would constitute assets described in clauses (1) through
      (13) above.

   

  All
      terms used in the preceding definition and defined in the UCC and not otherwise defined in this Indenture have the meanings given
      to such terms in the UCC.

   

  
    -17- 

    
      

    

  

   

  “Excluded
        Subsidiary” means (i) any CFC Holding Company, (ii) any CFC or (iii) any Subsidiary of a CFC.

   

  “Existing
        Credit Facilities” means the Revolving Facility and the Term Loan Facility prior to the effectiveness of the Amended
      and Restated Credit and Guaranty Agreement.

   

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

   

  “Finance
        Subsidiary” means any Subsidiary, whether now existing or hereafter created or acquired, (a) of which at least ninety
      percent (90%) of all of the issued and outstanding voting and beneficial Equity Interests are owned, directly or indirectly, by
      the Issuer; (b) that has no material assets, operations, revenues or cash flows other than those related to the incurrence, administration
      and repayment of Indebtedness; and (c) whose Indebtedness is Guaranteed by the Issuer.

   

  “Foreign
        Subsidiary” means any Subsidiary of the Issuer that is not a Domestic Subsidiary.

   

  “Funding
        Guarantor” has the meaning specified in Section 1205.

   

  “Future
        Escrow Account” means a deposit or securities account at a financial institution reasonably satisfactory to the trustee
      under any Future Escrow Notes Indenture (any such institution, a “Future Escrow Agent”) into which any Future
      Escrow Funds are deposited.

   

  “Future
        Escrow Account Documents” means the agreement(s) governing a Future Escrow Account and any other documents entered into
      in order to provide the applicable Future Escrow Agent (or its designee) Liens on the related Future Escrow Funds.

   

  “Future
        Escrow Agent” has the meaning set forth in the definition of the term “Future Escrow Account”.

   

  “Future
        Escrow Debt” means debt securities of a Future Escrow Subsidiary issued after the Issue Date (which may not be Guaranteed
      or receive credit support from any Person other than a Future Escrow Subsidiary); provided that the net proceeds of such
      debt securities are deposited into a Future Escrow Account upon the issuance thereof.

   

  “Future
        Escrow Debt Documents” mean the Future Escrow Notes Indentures, the Future Escrow Account Documents and any other documents
      entered into by a Future Escrow Subsidiary in connection with any Future Escrow Debt.

   

  “Future
        Escrow Funds” means the sum of (a) the net proceeds of any Future Escrow Debt, plus (b) the related Additional
      Escrow Amount, plus (c) so long as they are retained in a Future Escrow Account, any income, proceeds or products of the
      foregoing.

   

  “Future
        Escrow Notes Indentures” means the indenture(s) pursuant to which any Future Escrow Debt shall be issued.

   

  
    -18- 

    
      

    

  

   

  “Future
        Escrow Subsidiary” means a Subsidiary of the Issuer that (a) shall have been identified to the Trustee promptly following
      its formation and (b) at no time shall contain any assets or liabilities other than any Future Escrow Debt, any Future Escrow
      Funds, any Future Escrow Accounts and such Subsidiary’s rights and obligations under any Future Escrow Debt Documents.

   

  “GAAP”
      means generally accepted accounting principles in the United States as are in effect on the Issue Date. At any time after
      the Issue Date, the Issuer may elect to apply IFRS accounting principles as in effect on the Issue Date and, upon any such election,
      references herein to GAAP and GAAP concepts shall thereafter be construed to refer to IFRS and corresponding IFRS concepts (except
      as otherwise provided in this Indenture); provided, however, that any such election, once made, shall be irrevocable; provided
        further, however, that any calculation or determination in this Indenture that requires the application of GAAP for periods
      that include fiscal quarters ended prior to the Issuer’s election to apply IFRS shall remain as previously calculated or
      determined in accordance with GAAP. The Issuer shall give written notice of any such election made in accordance with this definition
      to the Trustee and the Holders. Notwithstanding anything to the contrary in this Indenture, solely making the IFRS election (without
      any other action) referred to in this definition will not be treated as an incurrence of Indebtedness.

   

  “Global
        Notes” means Notes issued in global form.

   

  “Government
        Securities” means direct obligations of, or obligations Guaranteed by, the United States of America, and the payment
      for which the United States pledges its full faith and credit.

   

  “Grantor”
      means the Issuer and any Guarantor.

   

  “Guarantee”
      means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct
      or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement
      agreements in respect thereof, of all or any part of any Indebtedness.

   

  “Guarantors”
      means any Subsidiary of the Issuer that executes a Note Guarantee in accordance with the provisions of this Indenture, and
      its successors and assigns, and, following the Assumption, each of the Assumption Guarantors, and its successors and assigns,
      in each case until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.

   

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

   

  		(1)	currency exchange, interest rate or commodity swap agreements (whether from fixed to floating or from floating to fixed), currency exchange, interest rate or commodity
            cap agreements and currency exchange, interest rate or commodity collar agreements;


   

  		(2)	other agreements or arrangements designed to manage interest rates or interest rate risk; and


   

  		(3)	other agreements or arrangements designed to manage, hedge or protect such Person against fluctuations in currency exchange, interest rates or commodity prices.


   

  “Holder”
      means a registered holder of the Notes.

   

  
    -19- 

    
      

    

  

   

  “IFRS”
      means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

   

  “Indebtedness”
      means, with respect to any Person,

   

  		(1)	any indebtedness (including principal and premium) of such Person,


   

  (a)               
      in respect of borrowed money,

   

  (b)              
      evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without double
      counting, reimbursement agreements in respect thereof),

   

  (c)               
      representing the balance, deferred and unpaid, of the purchase price of any property, except (i) any such balance that constitutes
      a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any
      indemnification, adjustment of purchase price earn-out or similar obligation until such obligation, after 60 days of becoming
      due and payable, has not been paid and is reflected as a liability on the balance sheet of such Person in accordance with GAAP,

   

  (d)              
      representing Finance Lease Obligations, or

   

  (e)               
      representing any Hedging Obligations,

   

  		(2)	to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type
            referred to in clause (1) of another Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business, and


   

  		(3)	to the extent not otherwise included, the obligations of the type referred to in clause (1) of another Person secured by a Lien on any assets owned by such Person,
            whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of: (a) the fair market value of such assets at such date of determination, and (b) the
            amount of such Indebtedness of such other Person;


   

  if
      and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability
      upon a balance sheet (excluding the footnotes thereto) of the specified Person prepared in accordance with GAAP. In addition,
      the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset owned by the specified
      Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee
      by the specified Person of any Indebtedness of any other Person (other than by endorsement of negotiable instruments for collection
      in the ordinary course of business). Indebtedness shall be calculated without giving effect to the effects of Statement of Financial
      Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount
      of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms
      of such Indebtedness; provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include
      Contingent Obligations incurred in the normal course of business and not in respect of borrowed money.

   

  
    -20- 

    
      

    

  

   

  “Indenture”
      means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures
      supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this Indenture and
      any such supplemental indenture, any provisions of the TIA that are deemed to be part of and govern this instrument and any such
      supplemental indenture, respectively.

   

  “Initial
        Default” has the meaning specified in Section 502(c).

   

  “Initial
        Notes” has the meaning set forth in the first recital.

   

  “Interest
        Payment Date” means the Stated Maturity of an installment of interest on the Notes.

   

  “Investment
        Grade” means (a) BBB- (with a stable outlook) or above, in the case of S&P (or its equivalent under any successor
      rating categories of S&P) and Baa3 (with a stable outlook) or above, in the case of Moody’s (or its equivalent under
      any successor rating categories of Moody’s), or (b) the equivalent in respect of the rating categories of any Rating Agency.

   

  “Investments”
      means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans
      (including Guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers,
      commissions, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases
      or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments
      that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as
      the other investments included in this definition to the extent such transactions involve the transfer of cash or other property.

   

  “Issue
        Date” means April 14, 2022.

   

  “Issuer”
      means the Escrow Issuer prior to the consummation of the Assumption, and the Company from and after the consummation of the
      Assumption.

   

  “Issuer
        Request” or “Issuer Order” means a written request or order signed in the name of the Issuer by two
      Officers or one Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuer, and delivered to the Trustee.

   

  “Joint
        Venture” means, with respect to any Person, any partnership, corporation or other entity in which up to and including
      50% of the Equity Interests is owned, directly or indirectly, by such Person and/or one or more of its Subsidiaries. A Joint Venture
      is not treated as a Subsidiary.

   

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

   

  “Lien”
      means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect
      of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other
      title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest
      in and any filing of or agreement to give any financing statement under the UCC (or equivalent statutes) of any jurisdiction;
      provided that in no event shall an operating lease be deemed to constitute a Lien.

   

  “Limited
        Condition Acquisition” means any acquisition or other Investment, including by way of merger, amalgamation or consolidation,
      by the Issuer or one or more of its Subsidiaries, with respect to which the Issuer or any of such Subsidiaries has entered into
      an agreement or is otherwise contractually committed to consummate such transaction and the consummation of such transaction is
      not conditioned upon the availability of, or on obtaining, financing from a third party in the applicable definitive agreement
      with respect thereto. The Acquisition shall be deemed to be a “Limited Condition Acquisition.”

   

  
    -21- 

    
      

    

  

   

  “Long
        Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment
      or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value
      of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes
      to the Performance References.

   

  “Major
        Non-Controlling Collateral Agent” means, after the Controlling Collateral Agent Change Date, the Collateral Agent (other
      than the Credit Facilities Collateral Agent) of the Series of Equal Priority Obligations that constitutes the largest outstanding
      aggregate principal amount of any then outstanding Series of Equal Priority Obligations (excluding the Credit Facilities Obligations)
      with respect to such Shared Collateral.

   

  “Material
        Real Estate Asset” means each Real Estate Asset (other than any Excluded Property) located in the United States owned
      by the Issuer or any Guarantor; provided that such Real Estate Asset, together with the improvements thereon and all contiguous
      and all related parcels and the improvements thereon, has a fair market value, as reasonably determined by the Issuer, of $20,000,000
      or more, determined (a) in the case of any such Real Estate Asset owned by the Issuer or any Guarantor on the Effective Date,
      as of the Effective Date, (b) in the case of any such Real Estate Asset owned by any Subsidiary that becomes a Guarantor after
      the Effective Date, as of the date such Subsidiary becomes a Guarantor or (c) in the case of any such Real Estate Asset acquired
      by the Issuer or any Guarantor after the Effective Date or, in the case of any Subsidiary referred to in clause (b) of this definition,
      after it becomes a Guarantor, as of the date of acquisition thereof.

   

  “Material
        Subsidiary” means (a) prior to the discharge of the Credit Facilities Obligations, “Material Subsidiary”
      as defined in the Credit and Guaranty Agreement and (b) after the discharge of the Credit Facilities Obligations, each Subsidiary
      (i) the total assets of which (determined on a consolidated basis for such Subsidiary and its Subsidiaries, but excluding all
      amounts attributable to Future Escrow Subsidiaries and eliminating all intercompany items) equal 5.0% or more of the Consolidated
      Total Assets or (ii) the consolidated revenues of which (determined on a consolidated basis for such Subsidiary and its Subsidiaries,
      but eliminating all intercompany items) equal 5.0% or more of the consolidated revenues of the Issuer and its Subsidiaries, in
      each case as of the last day of the Applicable Measurement Period; provided that if at the end of or for any Applicable Measurement
      Period the combined consolidated total assets or combined consolidated revenues of all Subsidiaries that under clauses (i) and
      (ii) above would not constitute Material Subsidiaries would, but for this proviso, exceed 10.0% of the Consolidated Total Assets
      or 10.0% of the consolidated revenues of the Issuer and its Subsidiaries (excluding all amounts attributable to Future Escrow
      Subsidiaries), then one or more of such excluded Subsidiaries shall for all purposes of this Indenture be deemed to be Material
      Subsidiaries in descending order based on the amounts (determined on a consolidated basis for such Subsidiary and its Subsidiaries)
      of their total assets or revenues, as the case may be, until such excess shall have been eliminated.

   

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

   

  “Merger
        Agreement” has the meaning set forth in the preamble hereto.

   

  
    -22- 

    
      

    

  

   

  “Merger
        Sub” has the meaning set forth in the preamble hereto.

   

  “Moody’s”
      means Moody’s Investors Service, Inc.

   

  “Mortgage”
      means a mortgage, deed of trust, assignment of leases and rents or other security document granting a Lien on any Material Real
      Estate Asset in favor of the Notes Collateral Agent, for the benefit of the Equal Priority Secured Parties, as security for the
      Equal Priority Obligations.

   

  “Net
        Short” means, with respect to a Holder or beneficial owner of a Note, as of the date of determination, either (i) the
      value of its Short Derivative Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long
      Derivative Instruments or (ii) it is reasonably expected that such would have been the case were a “Failure to Pay”
      or “Bankruptcy Credit Event” (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with
      respect to the Issuer or any Guarantor immediately prior to such date of determination.

   

  “Non-Controlling
        Collateral Agent” means, at any time with respect to any Shared Collateral, any Collateral Agent that is not the Controlling
      Collateral Agent at such time with respect to such Shared Collateral.

   

  “Non-Controlling
        Collateral Agent Enforcement Date” means, with respect to any Non-Controlling Collateral Agent, the date that is 180
      days after the occurrence of both (1) an event of default, as defined in the indenture, credit agreement or other similar agreement
      for the applicable Series of Equal Priority Obligations, but only for so long as such event of default is continuing, and (2)
      the Controlling Collateral Agent and each other Collateral Agent’s receipt of written notice from such Non-Controlling Collateral
      Agent certifying that (a) such Non-Controlling Collateral Agent is the Major Non-Controlling Collateral Agent and that an event
      of default, as defined in the indenture, credit agreement or other similar agreement for that Series of Equal Priority Obligations
      has occurred and is continuing and (b) the Equal Priority Obligations of that Series are currently due and payable in full (whether
      as a result of acceleration thereof or otherwise) in accordance with the indenture or debt facility for that Series of Equal Priority
      Obligations; provided that the Non-Controlling Collateral Agent Enforcement Date will be stayed and will not occur and will be
      deemed not to have occurred with respect to any Shared Collateral (i) at any time the Controlling Collateral Agent has commenced
      and is diligently pursuing any enforcement action with respect to such Shared Collateral or (ii) at any time any Grantor (as defined
      in the Security Agreement) that has granted a security interest in such Shared Collateral is then a debtor under or with respect
      to (or otherwise subject to) any insolvency or liquidation proceeding.

   

  “Note
        Guarantee” means the Guarantee by any Guarantor of the Issuer’s obligations under this Indenture and the Notes,
      executed pursuant to the provisions of this Indenture.

   

  “Noteholder
        Direction” has the meaning specified in Section 502(f).

   

  “Note
        Register” and “Note Registrar” have the respective meanings specified in Section 302.

   

  “Notes”
      means any Notes authenticated and delivered under this Indenture.

   

  “Notes
        Collateral Agent” means Truist Bank, until a successor replaces it in accordance with the applicable provisions of this
      Indenture and thereafter means the successor serving hereunder.

   

  “Notes
        Custodian” means the custodian with respect to a Global Note (as appointed by the Depositary) or any successor Person
      thereto, which shall initially be the Trustee.

   

  
    -23- 

    
      

    

  

   

  “Obligations”
      means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement
      obligations with respect to letters of credit), damages and other liabilities, and Guarantees of payment of such principal, interest,
      penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any
      Indebtedness.

   

  “Offering
        Memorandum” means that certain offering memorandum dated April 5, 2022, relating to the Issuer’s $1,600 million
      4.750% Senior Secured Notes due 2029.

   

  “Officer”
      means, with respect to the Issuer or any other obligor upon the Notes, the Chairman of the Board, the Chief Executive Officer,
      the President, any Vice President (or the equivalent thereof), the Chief Financial Officer, Treasurer, Corporate Controller, Director
      of Treasury Operations, the General Counsel or Secretary (a) of such Person (or any designee thereof) or (b) if such Person is
      owned or managed by a single entity, of such entity, or any other individual designated as an “Officer” for the purposes
      of this Indenture by the Board of Directors of the Issuer.

   

  “Officer’s
        Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer who is the principal executive
      officer, the principal financial officer, the treasurer or the principal accounting officer, or the equivalent, of the Issuer.

   

  “Opinion
        of Counsel” means a written opinion from legal counsel (which may be subject to customary assumptions, exclusions, limitations
      and exceptions). The counsel may be an employee of or counsel to the Issuer or the Company or other counsel reasonably acceptable
      to the Trustee.

   

  “Outside
        Date” has the meaning specified in Section 1109(a).

   

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

   

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


   

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


   

  		(3)	Notes, except to the extent provided in Sections 1302 and 1303, with respect to which the Issuer has effected Legal Defeasance or Covenant Defeasance as provided in
            Article Thirteen; and


   

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


   

  
    -24- 

    
      

    

  

   

  provided,
        however, that, in determining whether the Holders of the requisite principal amount of Outstanding Notes have given any request,
      demand, authorization, direction, consent, notice or waiver hereunder, Notes owned by the Issuer or any other obligor upon the
      Notes or any Affiliate of the Issuer or such other obligor shall be disregarded and deemed not to be Outstanding, except that,
      in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand,
      authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee actually knows to be
      so owned shall be so disregarded.

   

  “Par
        Call Date” means January 15, 2029 (three months prior to the maturity date of the Notes).

   

  “Paying
        Agent” means any Person (including the Issuer acting as Paying Agent) authorized by the Issuer to pay the principal
      of, and premium, if any, or interest on, any Notes on behalf of the Issuer.

   

  “Payment
        Default” has the meaning specified in Section 501(6)(A).

   

  “Performance
        References” has the meaning specified in the definition of “Derivative Instrument”.

   

  “Permitted
        Liens” means, with respect to any Person:

   

  		(1)	Liens securing Indebtedness on any property or asset of the Issuer or any Subsidiary of the Issuer existing at the time of its acquisition and Liens created
            contemporaneously with or within 270 days after (or created pursuant to firm commitment financing arrangements obtained within that period) the later of (a) the acquisition or completion of construction or completion of reconstruction,
            renovation, remodeling, expansion or improvement (each, an “improvement”) of such property or asset of the Issuer or any Subsidiary of the Issuer or (b) the placing in operation of such property or asset of the Issuer or any Subsidiary of the
            Issuer after the acquisition or completion of any such construction or improvement;


   

  		(2)	Liens on property or assets or shares of Capital Stock securing Indebtedness of a Person existing at the time it is merged, combined or amalgamated with or into or
            consolidated with, or its assets or Capital Stock are acquired by, the Issuer or any of its Subsidiaries or it otherwise becomes a Subsidiary of the Issuer; provided, however, that in each case (a) the Indebtedness secured by
            such Lien was not incurred in contemplation of such merger, combination, amalgamation, consolidation, acquisition or transaction in which such Person becomes a Subsidiary of the Issuer and (b) such Lien extends only to the Capital Stock and
            assets of such Person (and Subsidiaries of such Person) and/or to assets or property other than any Collateral or Principal Property;


   

  		(3)	Liens securing Indebtedness in favor of the Issuer and/or one or more of its Subsidiaries;


   

  		(4)	Liens in favor of or required by a governmental unit in any relevant jurisdiction, including any department or instrumentality thereof, to secure payments under any
            contract or statute, or to secure debts incurred in financing the acquisition or construction of or improvements or alterations to property subject thereto;


   

  
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  		(5)	Liens in favor of any customer arising in respect of and not exceeding the amount of performance deposits and partial, progress, advance or other payments by that
            customer for goods produced or services rendered to that customer in the ordinary course of business and consignment arrangements (whether as consignor or as consignee) or similar arrangements for the sale or purchase of goods in the ordinary
            course of business;


   

  		(6)	Liens existing on the Issue Date (other than Liens incurred or to be incurred under the Existing Credit Facilities, the Amended and Restated Credit Facilities or any
            other Credit Facility);


   

  		(7)	Liens to secure any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements), in whole or
            in part, of any Indebtedness secured by Liens referred to in clauses (1), (2) or (6) above or clauses (10) or (11) below or Liens created in connection with any amendment, consent or waiver relating to such Indebtedness, so long as (a) such
            Lien is limited to (i) all or part of substantially the same property which secured the Indebtedness extended, renewed, refinanced, refunded or replaced and/or (ii) property other than any Collateral or Principal Property and (b) the amount of
            Indebtedness secured is not increased (other than by the amount equal to any costs, expenses, premiums, fees or prepayment penalties incurred in connection with any extension, renewal, refinancing, refunding or replacement); provided that
            (i) any such Lien incurred pursuant to this clause (7) with respect to clause (10) shall, for purposes of determining amounts outstanding and the availability under clause (10), be deemed to be outstanding under clause (10) and not this clause
            (7), and (ii) any such Lien incurred pursuant to this clause (7) with respect to clause (11) shall, for purposes of determining amounts outstanding and the availability under clause (11), be deemed to be outstanding under clause (11) and not
            this clause (7);


   

  		(8)	Liens in respect of cash in connection with the operation of cash management programs and Liens associated with the discounting or sale of letters of credit and customary
            rights of set-off, banker’s Lien, revocation, refund or chargeback or similar rights under deposit disbursement, concentration account agreements or under the UCC or arising by operation of law;


   

  		(9)	Liens resulting from the deposit of funds or evidences of Indebtedness in trust for the purpose of defeasing or effecting a satisfaction and discharge of any Indebtedness
            of the Issuer or any of its Subsidiaries, and legal or equitable encumbrances deemed to exist by reason of negative pledges;


   

  		(10)	Liens securing Indebtedness; provided that, (i) as of the date such Indebtedness is incurred, and after giving effect to such incurrence, the Aggregate Net
            Availability Debt does not exceed the greatest of (a) $4,095.0 million, (b) 15% of the Consolidated Net Tangible Assets of the Issuer measured as of the date any such Indebtedness is incurred (after giving pro forma effect to the application of
            the net proceeds therefrom and any transaction in connection with which such Indebtedness is being incurred) and (c) 3.75 times EBITDA of the Issuer for the Applicable Measurement Period, and (ii) if any or all of the Collateral is subject to
            such Liens, the holders of such Indebtedness secured thereby (or an agent, representative or trustee on their behalf) shall enter into the Equal Priority Intercreditor Agreement or an Acceptable Junior Priority Intercreditor Agreement, as
            applicable, providing that the Liens on the Collateral securing such Indebtedness shall rank, at the option of the Issuer, either equal in priority (but without regard to the control of remedies) with, or junior to, the Liens on the Collateral
            securing the Secured Notes Obligations;


   

  
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  		(11)	Liens securing Permitted Revolving Indebtedness; provided that, if any or all of the Collateral is subject to such Liens, the holders of such Indebtedness
            secured thereby (or an agent, representative or trustee on their behalf) shall enter into the Equal Priority Intercreditor Agreement or an Acceptable Junior Priority Intercreditor Agreement, as applicable, providing that the Liens on the
            Collateral securing such Indebtedness shall rank, at the option of the Issuer, either equal in priority (but without regard to the control of remedies) with, or junior to, the Liens on the Collateral securing the Secured Notes Obligations;


   

  		(12)	Liens imposed by law or regulation, such as carriers’, warehousemen’s, materialmen’s, contractors’, landlords’ and mechanic’s Liens and other similar Liens arising in the
            ordinary course of business, Liens in connection with legal proceedings and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit
            accounts or other funds maintained with a creditor depository institution;


   

  		(13)	Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 60 days or subject to penalties for non-payment or which are being
            contested in good faith by appropriate proceedings;


   

  		(14)	Liens, pledges, deposits or security to secure the performance of bids, trade or commercial contracts, government contracts, purchase, construction, sales and servicing
            contracts (including utility contracts), leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business and to secure letters of
            credit, Guarantees, bonds or other sureties or similar instruments given in connection with the foregoing or in connection with workers’ compensation, unemployment insurance, employers’ health tax or other types of social security or similar
            laws and regulations;


   

  		(15)	licenses of intellectual property of the Issuer and its Subsidiaries granted in the ordinary course of business;


   

  		(16)	Liens on, and consisting of, deposits made by the Issuer or a Guarantor to discharge or defease the Notes and this Indenture or any other Indebtedness;


   

  		(17)	Liens on stock, partnership or other Equity Interests in any Joint Venture of the Issuer or any of its Subsidiaries or in any Subsidiary of the Issuer that owns an Equity
            Interest in a Joint Venture to secure Indebtedness contributed or advanced solely to that Joint Venture; provided that, in each case, the Indebtedness secured by such Lien is not secured by a Lien on any other property of the Issuer or
            any Subsidiary of the Issuer;


   

  
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  		(18)	Liens and deposits securing netting services, business credit card programs, overdraft protection and other treasury, depository and cash management services or incurred
            in connection with any automated clearing-house transfers of funds or other fund transfer or payment processing services;


   

  		(19)	(i) deposits made in the ordinary course of business to secure obligations to insurance carriers providing casualty, liability or other insurance to the Issuer and its
            Subsidiaries and (ii) Liens on insurance policies and the proceeds thereof incurred in connection with the financing of insurance premiums;


   

  		(20)	easements, rights of way, minor encroachments, protrusions, municipal and zoning and building ordinances and similar charges, encumbrances, title defects or other
            irregularities, governmental restrictions on the use of property or conduct of business, and Liens in favor of governmental authorities and public utilities, that do not materially interfere with the ordinary course of business of the Issuer
            and its Subsidiaries, taken as a whole;


   

  		(21)	Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or trade letters of
            credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;


   

  		(22)	(i) leases, subleases, licenses or sublicenses (including of intellectual property) to or from third parties granted in the ordinary course of business or (ii) deposits
            of cash with the owner or lessor of premises leased and operated by the Issuer or any Subsidiary to secure the performance of its obligations under the lease for such premises, in each case in the ordinary course of business;


   

  		(23)	Liens arising from precautionary UCC (or equivalent statute) financing statement filings regarding (i) operating leases or consignments entered into by the Issuer or any
            Subsidiary of the Issuer in the ordinary course of business or (ii) any sale of accounts receivable for which a UCC financing statement or similar filing under applicable law is required;


   

  		(24)	Liens on equipment of the Issuer or any Subsidiary of the Issuer granted in the ordinary course of business to the Issuer’s or such Subsidiary’s client at which such
            equipment is located;


   

  		(25)	(i) Liens arising out of conditional sale, title retention, consignment or similar arrangements for (A) the sale of goods in the ordinary course of business, (B) bailment
            arrangements entered into in the ordinary course of business (excluding any general inventory financing) and (C) any sale of assets or properties permitted by this Indenture and (ii) Liens arising by operation of law under Article 2 of the UCC;


   

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


   

  
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  		(27)	Liens (i) of a collection bank arising under Section 4-208 or Section 4-210 of the UCC or any comparable or successor provision on items in the course of collection, (ii)
            attaching to pooling, commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, (iii) in favor of banking or other financial institutions or electronic payment service providers arising as a
            matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking or finance industry and (iv) encumbering reasonable customary initial deposits and margin deposits and
            similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;


   

  		(28)	(i) ground leases in respect of real property on which facilities owned or leased by the Issuer or any Subsidiary are located and (ii) restrictive covenants affecting the
            use to which real property may be put; provided, however, that such restrictive covenants are complied with;


   

  		(29)	security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that
            Person in the ordinary course of business;


   

  		(30)	zoning by-laws and other land use restrictions, including site plan agreements, development agreements and contract zoning agreements;


   

  		(31)	Liens securing Indebtedness incurred pursuant to Section 1011(a)(9)(a), provided, however, that such Liens may not extend to any assets other than assets
            owned by the Foreign Subsidiary incurring such Indebtedness;


   

  		(32)	Liens arising out of judgments, decrees, orders or awards in respect of which the Issuer or any Subsidiary shall in good faith be prosecuting an appeal or proceedings for
            review, which appeal or proceedings shall not have been finally terminated, or if the period within which such appeal or proceedings may be initiated shall not have expired;


   

  		(33)	in the case of (i) any Subsidiary that is not a Wholly Owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, any encumbrance, restriction
            or other Lien, including any put and call arrangements, related to the Equity Interest in such Subsidiary or such other Person set forth (A) in its organizational documents or any related joint venture, shareholders’ or similar agreement, in
            each case so long as such encumbrance or restriction is applicable to all holders of the same class of Equity Interests or is otherwise of the type that is customary for agreements of such type, or (B) in any agreement or document governing
            Indebtedness of such Person;


   

  		(34)	Liens solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by the Issuer or any Subsidiary in connection with any letter of intent
            or purchase agreement for any acquisition or investment permitted under this Indenture;


   

  		(35)	Liens on fixed or capital assets subject to any Sale and Leaseback Transaction permitted under Section 1012; provided that (i) such Liens secure only Finance Lease
            Obligations arising under such Sale and Leaseback Transaction and obligations relating thereto not constituting Indebtedness and (ii) such Liens shall not apply to any other asset of the Issuer or any Subsidiary, other than to proceeds and
            products of, and after-acquired property that is affixed or incorporated into, the assets covered by such Liens;


   

  
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  		(36)	Liens on cash and cash equivalents securing obligations in respect of any Hedging Obligations or letters of credit permitted under this Indenture and entered into in the
            ordinary course of business; provided that at the time of incurrence of such Liens, the aggregate amount of cash and cash equivalents subject to Liens permitted by this clause (36) shall not exceed the greater of (x) $200.0 million and (y) 2.0%
            of Consolidated Total Assets as of the last day of the then most recently ended Applicable Measurement Period; or


   

  		(37)	Liens on assets of, or Equity Interests in, any Receivables Subsidiary in connection with any Permitted Securitization permitted under this Indenture; provided that at
            the time of incurrence of such Liens, and after giving effect to the incurrence of such Permitted Securitizations secured by such Liens, the aggregate principal amount of such Permitted Securitizations shall not exceed $125.0 million.


   

  In
      the event that an item of secured Indebtedness meets the criteria of more than one of the categories of Permitted Liens described
      in clauses (1) through (37) above on the date of incurrence, the Issuer will be permitted on the date of incurrence to classify
      such item of Indebtedness, and such item of secured Indebtedness will be treated as having been incurred, pursuant to only one
      of such categories. For purposes of clauses (10) and (11), (a) with respect to any revolving Credit Facility secured by a Lien,
      the Issuer may elect to treat all or any portion of the commitment under any Indebtedness that may be incurred thereunder or secured
      by such Lien, as the case may be, as being incurred as of the time the commitment thereunder is first extended or increased and
      any subsequent incurrence of Indebtedness under such commitment that was so treated shall not be deemed to be an incurrence of
      Indebtedness and (b) if a Lien by the Issuer or any of its Subsidiaries is granted to secure Indebtedness that was previously
      unsecured, such Indebtedness will be deemed to be incurred as of the date such Indebtedness is secured. Any Lien permitted under
      clauses (1) through (37) above that secures Indebtedness shall also be permitted to secure any Obligations associated with such
      Indebtedness.

   

  “Permitted
        Parties” has the meaning specified in Section 1009(b).

   

  “Permitted
        Refinancing Indebtedness” means any Indebtedness of any Subsidiary of the Issuer issued in exchange for, or the net
      proceeds of which are used to renew, refund, refinance, replace, defease or discharge, within 90 days following the date of incurrence
      or issuance thereof, other Subsidiary Debt; provided that:

   

  		(1)	the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable)
            of the Subsidiary Debt renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Subsidiary Debt the amount of all fees and expenses, including premiums, incurred in connection therewith);


   

  		(2)	such Permitted Refinancing Indebtedness has (a) a final maturity date later than the final maturity date of, and a Weighted Average Life to Maturity that is equal to or
            greater than the remaining Weighted Average Life to Maturity of, the Subsidiary Debt being renewed, refunded, refinanced, replaced, defeased or discharged, or (b) a final maturity date later than, and a Weighted Average Life to Maturity that is
            equal to or greater than, the date that is 90 days after the final maturity date of the Notes;


   

  
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  		(3)	if the Subsidiary Debt being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing
            Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Subsidiary Debt being renewed, refunded, refinanced, replaced, defeased
            or discharged; and


   

  		(4)	such Subsidiary Debt is incurred either by the Subsidiary of the Issuer that was the obligor on the Subsidiary Debt being renewed, refunded, refinanced, replaced,
            defeased or discharged or any other Subsidiary that Guaranteed such Subsidiary Debt and is Guaranteed only by Persons who were obligors on such Subsidiary Debt.


   

  “Permitted
        Revolving Indebtedness” means Indebtedness incurred by the Issuer or any Guarantor pursuant to the Revolving Facility,
      or any other Credit Facility that is a revolving credit facility; provided, however, that, the aggregate principal amount
      of all Permitted Revolving Indebtedness outstanding at any time shall not exceed the greater of (a) $575.0 million and (b) the
      sum of (i) 40.00% of the book value of the inventory of the Issuer and its Subsidiaries and (ii) 75.00% of the book value of the
      accounts receivable of the Issuer and its Subsidiaries, in each case under clauses (i) and (ii), on a consolidated basis, as of
      the most recent fiscal quarter end for which a consolidated balance sheet of the Issuer and its Subsidiaries is available, calculated
      in accordance with GAAP.

   

  “Permitted
        Securitization” means any receivables financing program providing for (a) the sale, transfer or conveyance of trade
      receivables by the Issuer or its Subsidiaries to a Receivables Subsidiary in a transaction or series of transactions purporting
      to be sales, and (b) the sale, transfer or conveyance of, or granting a Lien in, such trade receivables by a Receivables Subsidiary
      to any other Person, in each case under clause (a) or (b) above, without any recourse to the Issuer and its Subsidiaries (other
      than the Receivables Subsidiaries), whether pursuant to a Guarantee or otherwise, other than customary representations, warranties,
      covenants, indemnities and servicing obligations that are usual and customary for securitization transactions involving trade
      receivables. The “amount” or “principal amount” of any Permitted Securitization shall be deemed at any
      time to be (i) in the case of any Permitted Securitization where the sale, transfer or conveyance referred to in clause (a) above
      is funded by the incurrence of Indebtedness or other securities that are to receive payments from, or that represent interests
      in, the cash flow derived from the applicable trade receivables, the aggregate principal or stated amount of such Indebtedness
      or other securities (or, if there shall be no such principal or stated amount, the uncollected amount of the trade receivable
      sold, transferred or conveyed pursuant to such Permitted Securitization, net of any such trade receivable that have been written
      off as uncollectible), and (ii) in the case of any Permitted Securitization involving a direct sale, transfer or conveyance by
      a Receivables Subsidiary to one or more investors or purchasers, the uncollected amount of the trade receivables transferred pursuant
      to such Permitted Securitization, net of any such trade receivables that have been written off as uncollectible.

   

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

   

  “Position
        Representation” has the meaning specified in Section 502(f).

   

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

   

  “preferred
        stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution or
      winding up.

   

  “Principal
        Property” means any manufacturing plant or facility owned by the Issuer or any of its Subsidiaries that (a) is located
      in the United States and (b) has a book value, as of the date of determination, in excess of 1% of the Issuer’s most recently
      calculated Consolidated Net Tangible Assets.

   

  “Pro
        Forma Event” means any (i) purchase or other acquisition (in one transaction or a series of transactions, including
      pursuant to any merger or consolidation) of all or substantially all the issued and outstanding Equity Interests in, or all or
      substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or
      line of business of), any Person by the Issuer or any of its Subsidiaries or any other Investment that results in a Person becoming
      a Subsidiary of the Issuer, (ii) sale, transfer or other disposition of a business unit, division, product line or line of business
      of the Issuer or any of its Subsidiaries and any other sale, transfer or other disposition that results in a Subsidiary of the
      Issuer ceasing to be a Subsidiary of the Issuer, (iii) incurrence or issuance or repayment, retirement, redemption, satisfaction
      and discharge or defeasance of Indebtedness (other than revolving Indebtedness) or (iv) any other transaction where the consummation
      thereof, or the determination of whether such transaction is permitted to be consummated under this Indenture, requires that a
      financial ratio or test be calculated on a pro forma basis or after giving pro forma effect to such transaction.

   

  “Purchase
        Agreement” means (1) with respect to the Initial Notes issued on the Issue Date, the Purchase Agreement dated April
      5, 2022, among the Escrow Issuer, the Company and the Representative on behalf of the Purchasers (as defined therein) as amended,
      restated or modified (in whole or in part) from time to time and (2) with respect to each issuance of Additional Notes, the purchase
      agreement or underwriting agreement among the Issuer, the Guarantors and the Persons purchasing such Additional Notes.

   

  “Protected
        Purchaser” has the meaning specified in Section 306.

   

  “Qualifying
        Trustee” has the meaning specified in Section 1305.

   

  “Rating
        Agencies” means (a) S&P and Moody’s or (b) if S&P or Moody’s or both of them are not making ratings
      publicly available, a nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2) under the
      Exchange Act, as the case may be, selected by the Issuer, which will be substituted for S&P or Moody’s or both, as the
      case may be.

   

  “Rating
        Date” means the date that is 60 days prior to the earlier of (a) a Change of Control or (b) public notice of the occurrence
      of a Change of Control or the intention by the Issuer to effect a Change of Control.

   

  
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  “Ratings
        Event” means the occurrence of either event described in clause (a) or (b) of this definition on, or within 60 days
      after, the earlier of (i) the occurrence of a Change of Control and (ii) public notice of the occurrence of a Change of Control
      or the intention by the Issuer to effect a Change of Control (which period shall be extended so long as the rating of the Notes
      is under publicly announced consideration for a possible downgrade by any of the Rating Agencies):

   

  (a)          if the Notes are rated by one or both Rating Agencies on the Rating Date as
      Investment Grade, the rating of the Notes shall be
      reduced so that the Notes are rated below Investment Grade by both Rating Agencies; or

   

  (b)          if the Notes are rated below Investment Grade by both Rating Agencies on the
      Rating Date, the rating of the Notes shall be reduced
      by both Rating Agencies;

   

  provided,
        however, that a Ratings Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred
      in respect of a particular Change of Control (and thus will not be deemed a Ratings Event) if the Rating Agencies making the reduction
      in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Issuer that the reduction
      was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the
      applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Ratings Event).
      The Trustee shall not have any obligation to monitor the occurrence or dates of any Ratings Event and may rely conclusively on
      such Officer’s Certificate related to such Change of Control Repurchase Event. The Trustee shall not have any obligation
      to notify the holders of the occurrence or dates of any Ratings Event.

   

  “Real
        Estate Asset” means any interest owned by the Issuer or any Guarantor in fee in any real property.

   

  “Receivables
        Subsidiary” means any special purpose, bankruptcy remote wholly-owned Subsidiary of the Issuer formed for the sole and
      exclusive purpose of engaging in activities in connection with a Permitted Securitization.

   

  “Restricted
        Subsidiary” means “Restricted Subsidiary” as defined in the Credit and Guaranty Agreement.

   

  “Redemption
        Date” means, with respect to any redemption of Notes, the date of redemption with respect thereto.

   

  “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.

   

  “Regular
        Record Date” has the meaning specified in Section 301.

   

  “Responsible
        Officer” means any vice president, any assistant treasurer, any trust officer or assistant trust officer, or any other
      officer of the Trustee within the Corporate Trust Office customarily performing functions similar to those performed by any of
      the above designated officers, who shall have direct responsibility for the administration of this Indenture, and also means,
      with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge
      of and familiarity with the particular subject.

   

  “Revolving
        Facility” means any revolving credit facility contained in the Credit and Guaranty Agreement, and any other facility
      or financing arrangement that renews, refunds, refinances or replaces, in whole or in part,
      any such revolving credit facility (including the Amended and Restated Credit Facilities).

   

  “S&P”
      means S&P Global Ratings (a division of S&P Global, Inc.) or any successor to the rating agency business thereof.

   

  
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  “Sale
        and Leaseback Transaction” has the meaning specified in Section 1012.

   

  “Screened
        Affiliate” means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any
      other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between
      it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing
      of information with respect to the Issuer or its Subsidiaries, (iii) whose investment policies are not directed by such Holder
      or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes,
      and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such
      Holder that is acting in concert with such Holder in connection with its investment in the Notes.

   

  “SEC”
      means the U.S. Securities and Exchange Commission.

   

  “Secured
        Notes Obligations” means Obligations in respect of the Notes, this Indenture, the Note Guarantees and the Security Documents
      relating to the Notes.

   

  “Secured
        Notes Secured Parties” means the Trustee, the Notes Collateral Agent and the holders of the Notes.

   

  “Securities
        Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

   

  “Security
        Agreement” means the Pledge and Security Agreement, to be dated as of the Effective Date, among the Issuer, the Guarantors
      and the Notes Collateral Agent, together with all supplements thereto.

   

  “Security
        Documents” means the Security Agreement, the Mortgages, the Intellectual Property Security Agreements (as defined in
      the Security Agreement) and all other instruments, documents and agreements delivered by or on behalf of the Issuer and any Guarantor
      pursuant to this Indenture in order to grant to, or perfect in favor of, the Notes Collateral Agent, for the benefit of the Secured
      Notes Secured Parties, a Lien on any property of the Issuer or such Guarantor as security for the Secured Notes Obligations.

   

  “Series”
      means (1) with respect to the Equal Priority Secured Parties, each of (i) the Credit Facilities Secured Parties (in their capacities
      as such), (ii) the Secured Notes Secured Parties (in their capacity as such) and (iii) the Additional Equal Priority Secured Parties
      that are represented by a common representative (in its capacity as such for such Additional Equal Priority Secured Parties) and
      (2) with respect to any Equal Priority Obligations, each of (i) the Credit Facilities Obligations, (ii) the Secured Notes Obligations
      and (iii) the Additional Equal Priority Obligations incurred pursuant to any applicable agreement, which are to be represented
      under the Equal Priority Intercreditor Agreement by a common representative (in its capacity as such for such Additional Equal
      Priority Obligations).

   

  “Shared
        Collateral” means, at any time, Collateral in which the holders of two or more Series of Equal Priority Obligations
      hold a valid and perfected security interest at such time. If more than two Series of Equal Priority Obligations are outstanding
      at any time and the holders of less than all Series of Equal Priority Obligations hold a valid and perfected security interest
      in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of Equal Priority Obligations
      that hold, or are required to hold, a valid security interest in such Collateral at such time and shall not constitute Shared
      Collateral for any Series that does not have a valid and perfected security interest in such Collateral at such time.

   

  
    -34- 

    
      

    

  

   

  “Short
        Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment
      or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value
      of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes
      to the Performance References.

   

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

   

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

   

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

   

  “Special
        Mandatory Redemption” has the meaning specified in Section 1109(a).

   

  “Special
        Mandatory Redemption Date” has the meaning specified in Section 1109(a).

   

  “Special
        Mandatory Redemption Price” has the meaning specified in Section 1109(a).

   

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

   

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

   

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


   

  		(2)	any
            partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity
            and voting interests or general and 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 interests or otherwise, and (b) such Person or any Wholly Owned Subsidiary of such Person
            is a controlling general partner or otherwise controls such entity.


   

  “Subsidiary
        Debt” has the meaning specified in Section 1011(a).

   

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

   

  
    -35- 

    
      

    

  

   

  “Target”
      has the meaning set forth in the preamble hereto.

   

  “Term
        Loan Facility” means any term loan facility contained in the Credit and Guaranty Agreement, and any other facility or
      financing arrangement that renews, refunds, refinances or replaces in whole or in part any
      such term loan facility (including the Amended and Restated Term Loan Facilities).

   

  “TIA”
      means the Trust Indenture Act of 1939, as amended.

   

  “Transactions”
      means all of the transactions (and any transactions related thereto) described in the definition of “Transactions”
      in the Offering Memorandum, which, for the avoidance of doubt, need not occur on the Issue Date.

   

  “Transfer
        Agent” has the meaning specified in Section 302.

   

  “Treasury
        Rate” means, with respect to any Redemption Date, the yield determined by the Issuer in accordance with the following
      two paragraphs:

   

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

   

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

   

  
    -36- 

    
      

    

  

   

  “Trustee”
      means Truist Bank, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter
      means the successor serving hereunder.

   

  “UCC”
      means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York; provided that,
      if by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest
      in any Collateral or the availability of any remedy under the Security Documents is governed by the Uniform Commercial Code as
      in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect
      in such other jurisdiction for purposes of the provisions of the Security Documents relating to such perfection or effect of perfection
      or non-perfection or availability of such remedy, as the case may be.

   

  “Unrestricted
        Subsidiary” means “Unrestricted Subsidiary” as defined in the Credit and Guaranty Agreement.

   

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

   

  “Verification
        Covenant” has the meaning specified in Section 502(f).

   

  “Vice
        President”, when used with respect to the Issuer or the Trustee, means any vice president, whether or not designated
      by a number or a word or words added before or after the title “vice president”.

   

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

   

  “Weighted
        Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or preferred stock, as the case
      may be, at any date, the quotient obtained by dividing:

   

  		(1)	the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or
            redemption or similar payment with respect to such Disqualified Stock or preferred stock multiplied by the amount of such payment, by


   

  		(2)	the sum of all such payments.


   

  “Wholly
        Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership
      interests of which (other than directors’ qualifying shares and shares issued to foreign nationals under applicable law)
      shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one
      or more Wholly Owned Subsidiaries of such Person.

   

  SECTION
      103. Compliance Certificates and Opinions. Upon any application or request by the Issuer to the Trustee to take or refrain
      from taking any action under this Indenture, the Issuer shall furnish to the Trustee an Officer’s Certificate stating that
      all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition
      precedent) relating to the proposed action have been complied with and, other than in connection with the addition of a new Guarantor
      or parent guarantor, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any,
      have been complied with, except that in the case of any such application or request as to which the furnishing of such documents
      is specifically required by any provision of this Indenture relating to such particular application or request, no additional
      certificate or opinion need be furnished.

   

  
    -37- 

    
      

    

  

   

  Every
      certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant
      to Section 1008(a)) shall include:

   

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


   

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


   

  		(3)	a statement that, in the opinion of each such individual, he 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 complied with; and


   

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


   

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

   

  Any
      certificate or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or
      opinion of, or representations by, counsel, unless such officer knows that the certificate or opinion or representations with
      respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion may be based,
      insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the
      Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel
      knows that the certificate or opinion or representations with respect to such matters are erroneous.

   

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

   

  SECTION
      105. 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 or more instruments of substantially similar tenor signed by such
      Holders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall
      become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required,
      to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred
      to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or
      of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee
      and the Issuer, if made in the manner provided in this Section.

   

  
    -38- 

    
      

    

  

   

  (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 him the execution thereof. Where such execution
      is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient
      proof of 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 that the Trustee deems sufficient.

   

  (c)          The principal amount and serial numbers of Notes held by any Person, and the date
      of holding the same, shall be proved by the
      Note Register.

   

  (d)          If the Issuer shall solicit from the Holders any request, demand, authorization,
      direction, notice, consent, waiver or other Act,
      the Issuer 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 Issuer shall have no obligation to do so. Such record
      date shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith
      and not later than the date such solicitation is completed. 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,
        however, that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless
      it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date. 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, the Issuer or any Guarantor in
      reliance thereon, whether or not notation of such action is made upon such Note.

   

  SECTION
      106. Notices, Etc., to Trustee, Issuer, any Guarantor and Agent. Any request, demand, authorization, direction, notice,
      consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished
      to, or filed with,

   

  		(1)	the Trustee by any Holder or by the Issuer or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing via facsimile,
            email in PDF format or mailed, first class postage prepaid, or delivered by recognized overnight courier, to or with the Trustee at the Corporate Trust Office, or


   

  		(2)	the Issuer or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given,
            furnished or delivered in writing via facsimile, or email in PDF or mailed, first class postage prepaid, or delivered by recognized overnight courier, to the Issuer or such Guarantor addressed to Entegris, Inc., 129 Concord Road, Billerica,
            Massachusetts, 01821, or at any other address previously furnished in writing to the Trustee by the Issuer or such Guarantor.


   

  
    -39- 

    
      

    

  

   

  A
      copy of all notices to any Agent shall be sent to the Trustee at the address shown above. Any Person may change its address by
      giving notice of such change as set forth herein.

   

  SECTION
      107. Notice to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Issuer or the Trustee,
      such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered electronically
      or mailed, first class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register,
      not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case
      where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
      any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Notices given by publication
      shall be deemed given on the first date on which publication is made; notices given by first-class mail, postage prepaid, shall
      be deemed given five calendar days after mailing; notices sent by overnight delivery service will be deemed given when delivered;
      and notices given electronically shall be deemed given when sent. Any notices required to be given to the Holders of Notes that
      are in global form will be given to the Depositary pursuant to Applicable Procedures.

   

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

   

  In
      case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable
      to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then
      any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice
      for every purpose hereunder.

   

  Where
      this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such
      notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders
      shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
      upon such waiver.

   

  Holders
      may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes.
      The Issuer, the Guarantors, the Trustee, each Agent and any other Person shall have the protection of TIA Section 312(c).

   

  
    -40- 

    
      

    

  

   

  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 repurchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently
      given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee,
      including by electronic mail in accordance with Applicable Procedures.

   

  SECTION
      108. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for
      convenience of reference only, are not intended to be considered a part hereof and shall not affect the construction hereof.

   

  SECTION
      109. Successors and Assigns. All agreements of the Issuer in this Indenture and the Notes will bind its successors. All
      agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will
      bind its successors, except as otherwise provided in Section 1208 hereof.

   

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

   

  SECTION
      111. Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other
      than the parties hereto, any Agent, Paying Agent, any Note Registrar and their respective successors hereunder and the Holders
      any benefit or any legal or equitable right, remedy or claim under this Indenture.

   

  SECTION
      112. Governing Law. This Indenture, the Notes and the Note Guarantees shall be governed by and construed in accordance with
      the laws of the State of New York. THE PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE
      COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
      INDENTURE OR THE NOTES.

   

  SECTION
      113. Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity or Maturity of any
      Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal,
      and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same
      force and effect as if made on the Interest Payment Date, Redemption Date, or at the Stated Maturity or Maturity; provided,
      however, that no interest shall accrue for purposes of such payment for the period from and after such Interest Payment
      Date, Redemption Date, Stated Maturity or Maturity, as the case may be.

   

  SECTION
      114. No Personal Liability of Directors, Managers, Officers, Employees and Stockholders. No past, present or future director,
      manager, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or any of their Subsidiaries, as such,
      shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Note Guarantees or this Indenture
      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 to the fullest extent permitted by applicable law. The waiver and release are part of the
      consideration for issuance of the Notes.

   

  
    -41- 

    
      

    

  

   

  SECTION
      115. Concerning the TIA. Except with respect to specific provisions of the TIA expressly referenced in the provisions of
      this Indenture, the TIA shall not be applicable to, and shall not govern, this Indenture and the Notes;

   

  SECTION
      116. Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be original; but such
      counterparts shall together constitute but one and the same instrument. One signed copy is enough to prove this Indenture. The
      exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution
      and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures
      of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. This Indenture
      shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of
      the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other
      electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the
      Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of
      the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied
      manual signature, or other such electronic signature, shall for all purposes have the same validity, legal effect, and admissibility
      in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no
      liability with respect to, any faxed, scanned, or photocopied manual signature, or other such electronic signature, of any other
      party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For the avoidance
      of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other
      Signature Law due to the character or intended character of the writings.

   

  SECTION
      117. USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee,
      like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain,
      verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account.
      The Issuer agrees that it will provide the Trustee with information about the Issuer as the Trustee may reasonably request in
      order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

   

  SECTION
      118. Waiver of Jury Trial. EACH OF THE ISSUER, ANY GUARANTOR AND THE TRUSTEE AND EACH HOLDER OF A NOTE, BY ITS ACCEPTANCE
      THEREOF, THEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN
      ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY OR
      HEREBY.

   

  SECTION
      119. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of
      its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation
      any act or provision of any present or future law or regulation or governmental authority, natural disaster, strikes, work stoppages,
      accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, labor dispute,
      disease, epidemic or pandemic, quarantine, national emergency and interruptions, loss or malfunctions of utilities, communications
      or computer (software and hardware) services, communications system failure, malware or ransomware or other unavailability of
      the Federal Reserve Bank wire or facsimile or telex system or other funds transfer system or other wire or communication facility
      or unavailability of any securities clearing system; it being understood that the Trustee shall use reasonable efforts that are
      consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

   

  
    -42- 

    
      

    

  

   

  ARTICLE
      Two

      

      NOTE FORMS

   

  SECTION
      201. Form and Dating. Provisions relating to the Initial Notes are set forth in Appendix I attached hereto (the “Appendix”)
      which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Notes and the Trustee’s certificate
      of authentication shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in, and expressly
      made a part of, this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements
      to which the Issuer is subject, if any, or usage (provided, however, that any such notation, legend or endorsement
      is in a form reasonably acceptable to the Issuer). Each Note shall be dated the date of its authentication. The terms of the Note
      set forth in the Appendix are part of the terms of this Indenture.

   

  SECTION
      202. Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one
      Officer. The signature of any Officer on the Notes may be manual or facsimile signatures of the present or any future such authorized
      officer and may be imprinted or otherwise reproduced on the Notes.

   

  Notes
      bearing the manual or facsimile signature of an individual who was at any time the proper officer of the Issuer shall bind the
      Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes
      or did not hold such office at the date of such Notes.

   

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

   

  On
      the Issue Date, the Issuer shall deliver the Initial Notes in the aggregate principal amount of $1,600,000,000 executed by the
      Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes, specifying
      the principal amount and registered holder of each Note and directing the Trustee to authenticate the Notes and deliver the same
      to the persons named in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver
      such Initial Notes. At any time and from time to time after the Issue Date, the Issuer may deliver Additional Notes executed by
      the Issuer to the Trustee for authentication, and in connection with any Automatic Exchange pursuant to Section 2.3(c)(vii) in
      the Appendix, the Global Note that is not a Transfer Restricted Note, together with an Issuer Order for the authentication and
      delivery of such Additional Notes, or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange,
      specifying the principal amount of and registered holder of each Note, directing the Trustee to authenticate the Additional Notes,
      or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange and deliver the same to the persons
      in such Issuer Order and the Trustee in accordance with such Issuer Order shall authenticate and deliver such Additional Notes,
      or Global Note that is not a Transfer Restricted Note in connection with such Automatic Exchange. In each case, the Trustee shall
      receive an Officer’s Certificate and an Opinion of Counsel of the Issuer that it may reasonably require in connection with
      such authentication of Notes. Such Issuer Order shall specify the amount of Notes to be authenticated and the date on which such
      Notes are authenticated.

   

  
    -43- 

    
      

    

  

   

  No
      Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such
      Note a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature
      of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such
      Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

   

  In
      case the Issuer or any Guarantor, pursuant to Article Eight of this Indenture, shall be consolidated or merged with or into any
      other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to
      any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or
      such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition
      as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture,
      any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition
      may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor
      Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes
      surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall
      authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated
      and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration
      of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the
      exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

   

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

   

  ARTICLE
      Three

      

      THE NOTES

   

  SECTION
      301. Title and Terms. The aggregate principal amount of Notes which may be authenticated and issued under this Indenture
      is not limited; provided, however, that any Additional Notes issued under this Indenture are issued in accordance
      with Sections 202 and 313 hereof, as part of the same series as the Initial Notes.

   

  The
      terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the
      Issuer, 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.

   

  The
      Notes shall be known and designated as the “4.750% Senior Secured Notes Due 2029” of the Issuer. The Stated Maturity
      of the Notes shall be April 15, 2029, and the Notes shall bear interest at the rate of 4.750% per annum from the Issue Date, or
      from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on October 15,
        2022 and semiannually thereafter on April 15 and October 15 in each year and at said
      Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any Predecessor
      Note) is registered at the close of business on April 1 and October
        1 immediately preceding such Interest Payment Date, whether or not a Business Day (each, a “Regular Record Date”).

   

  
    -44- 

    
      

    

  

   

  The
      principal of, and premium, if any, and interest on, the Notes shall be payable at the offices or agencies of the Issuer set forth
      in Section 302, or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the Notes at
      their respective addresses set forth in the Note Register; provided, however, that all payments of principal, premium,
      if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held
      by the Depositary will be made by wire transfer of immediately available funds to the Depositary.

   

  Holders
      shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control Repurchase
      Event pursuant to Section 1013.

   

  The
      Notes shall be redeemable as provided in Article Eleven.

   

  The
      due and punctual payment of principal of, and premium, if any, and interest on, the Notes payable by the Issuer is fully and unconditionally
      Guaranteed, to the extent set forth herein, by each of the Guarantors.

   

  SECTION
      302. Note Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain one or more Paying Agents for the Notes
      in the continental United States. The Issuer hereby appoints the Trustee as the initial Paying Agent.

   

  The
      Issuer shall be responsible for making calculations called for under the Notes, including but not limited to determination of
      Redemption Price or other amounts payable on the Notes. The Issuer will make the calculations in good faith and, absent manifest
      error, its calculations will be final and binding on the Holders. The Issuer will provide a schedule of its calculations to the
      Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Issuer’s
      calculations without independent verification. The Trustee shall forward the Issuer’s calculations to any Holder of the
      Notes upon the written request of such Holder.

   

  The
      Issuer will also maintain one or more registrars (each, a “Note Registrar”) with offices in the continental
      United States. The Issuer will also maintain a transfer agent (each, a “Transfer Agent”) in the continental
      United States. The Issuer hereby appoints the Trustee as the initial Note Registrar and Transfer Agent. The Note Registrar and
      the Transfer Agent shall keep a register of the Notes and of their transfer and exchange (the register maintained in such office
      and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Note
        Register”). The Note Register shall be in written form or any other form capable of being converted into written form
      within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Issuer may
      change the Paying Agents, the Note Registrars or the Transfer Agents without prior notice to the Holders. The Issuer may have
      one or more co-registrars and one or more additional paying agents. The term “Note Registrar” includes any co-registrars.

   

  If
      any Notes are listed on an exchange and the rules of such exchange so require, the Issuer will satisfy any requirement of such
      exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such
      exchange in connection with any change of Paying Agent, Registrar or Transfer Agent.

   

  The
      Issuer shall enter into an appropriate agency agreement with any Note Registrar or Paying Agent not a party to this Indenture.
      The agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee
      in writing of the name and address of any such Agent. If the Issuer fails to maintain a Note Registrar or Paying Agent, the Trustee
      shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Issuer or any Affiliate
      thereof may act as Paying Agent or Note Registrar.

   

  
    -45- 

    
      

    

  

   

  The
      Issuer acknowledges that neither the Trustee nor any Agent makes any representations as to the interpretation or characterization
      of the transactions herein undertaken for tax or any other purpose, in any jurisdiction.

   

  SECTION
      303. Denominations. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000
      and integral multiples of $1,000 in excess thereof.

   

  SECTION
      304. Temporary Notes. Pending the preparation of definitive Notes, the Issuer may execute, and upon Issuer Order the Trustee
      shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced,
      in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such
      appropriate insertions, omissions, substitutions and other variations as the officers executing such Notes may determine, as conclusively
      evidenced by their execution of such Notes.

   

  If
      temporary Notes are issued, the Issuer will cause definitive Notes to be prepared without unreasonable delay. After the preparation
      of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the
      office or agency of the Issuer designated for such purpose pursuant to Section 1002, without charge to the Holder. Upon surrender
      for cancellation of any one or more temporary Notes, the Issuer shall execute and the Trustee shall authenticate and deliver in
      exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes
      shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

   

  SECTION
      305. Registration of Transfer and Exchange.

   

  Upon
      surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 1002,
      the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
      one or more new Notes of any authorized denomination or denominations of a like aggregate principal amount.

   

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

   

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

   

  Every
      Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Note Registrar)
      be duly endorsed, or be accompanied by written instruments of transfer, in form satisfactory to the Issuer and the Note Registrar,
      duly executed by the Holder thereof or his attorney duly authorized in writing. The transferor of any Note shall also provide
      or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting
      obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee
      may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
      Neither the Note Registrar nor the Issuer will be required to register the transfer or exchange of any Notes selected for redemption
      (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or any Notes for a period of
      15 days before the mailing of a notice of redemption of Notes to be redeemed.

   

  
    -46- 

    
      

    

  

   

  No
      service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Issuer may require payment
      of a sum sufficient to cover any taxes, fees or other governmental charge that may be imposed in connection with any registration
      of transfer or exchange of Notes, other than exchanges pursuant to Sections 202, 304, 906, 1013 or 1108 not involving any transfer.

   

  SECTION
      306. Mutilated, Destroyed, Lost and Stolen Notes. If (a) any mutilated Note is surrendered to the Trustee, or (b) the Issuer
      and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to
      the Issuer and the Trustee such security or indemnity to save each of them harmless from any claim, loss, cost or liability resulting
      from such lost or stolen Note, then, in the absence of written notice to the Issuer or the Trustee that such Note has been acquired
      by a Protected Purchaser (as defined in Section 8-303 of the UCC) (a “Protected Purchaser”), the Issuer shall
      execute and upon Issuer Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of
      any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously
      outstanding.

   

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

   

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

   

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

   

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

   

  SECTION
      307. Payment of Interest; Interest Rights Preserved.

   

  (a)          Interest on any Note which is payable, and is punctually paid or duly provided
      for, on any Interest Payment Date shall be paid
      to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Regular
      Record Date for such interest at the office or agency of the Issuer maintained for such purpose pursuant to Section 1002; provided,
        however, that, subject to Section 301 hereof, each installment of interest may at the Issuer’s option be paid by mailing
      a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 308, to the
      address of such Person as it appears in the Note Register; provided, however, that payment by wire transfer of immediately
      available funds shall be required with respect to principal of, premium, if any, and interest on, all Notes in global form and
      all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer and the Paying Agent at least
      ten days in advance of the applicable payment date.

   

  
    -47- 

    
      

    

  

   

  (b)          Any interest on any Note which is payable, but is not punctually paid or duly
      provided for, on any Interest Payment Date shall
      forthwith cease to be payable to the Holder on the Regular Record Date by virtue of having been such Holder, and such defaulted
      interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes (such defaulted interest
      and interest thereon herein collectively called “Defaulted Interest”) may be paid by the Issuer, at its election
      in each case, as provided in clause (1) or (2) below:

   

  		(1)	the Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close
            of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note
            and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
            satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the
            Issuer shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the
            Trustee of the notice of the proposed payment. The Issuer shall promptly notify the Trustee of such Special Record Date, and in the name and at the expense of the Issuer, the Trustee shall cause notice of the proposed payment of such Defaulted
            Interest and the Special Record Date therefor to be given in the manner provided for in Section 107, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date
            therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be
            payable pursuant to the following clause (2); or


   

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


   

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

   

  SECTION
      308. Persons Deemed Owners. Prior to the due presentment of a Note for registration of transfer, the Issuer, any Guarantor,
      the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name such Note is registered as the owner
      of such Note for the purpose of receiving payment of principal of, and premium, if any, and (subject to Sections 305 and 307)
      interest on, such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the
      Trustee or any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

   

  
    -48- 

    
      

    

  

   

  SECTION
      309. Cancellation. All Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered
      to any Person other than the Trustee, be delivered to the Trustee and shall be cancelled by the Trustee in accordance with its
      customary procedures. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and
      delivered hereunder which the Issuer may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other
      Person for delivery to the Trustee) for cancellation any Notes previously authenticated hereunder which the Issuer has not issued
      and sold, and all Notes so delivered shall be cancelled by the Trustee in accordance with its customary procedures. If the Issuer
      shall so acquire any of the Notes, however, such acquisition shall not operate as a satisfaction of the indebtedness represented
      by such Notes unless and until the same are surrendered to the Trustee for cancellation. No Notes shall be authenticated in lieu
      of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled
      Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures.

   

  SECTION
      310. Computation of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

   

  SECTION
      311. Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender
      of a Note for registration of transfer. When a Note is presented to the Note Registrar or a co-registrar with a request to register
      a transfer, the Note Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a)
      of the UCC are met. When Notes are presented to the Note Registrar or a co-registrar with a request to exchange them for an equal
      principal amount of Notes of other denominations, the Note Registrar shall make the exchange as requested if the same requirements
      are met.

   

  SECTION
      312. CUSIP, ISIN and Common Code Numbers. The Issuer in issuing the Notes may use CUSIP, ISINs and “Common Code”
      numbers (in each case, if then generally in use) in addition to serial numbers, and, if so, the Trustee shall use such CUSIP,
      ISINs and “Common Code” numbers in addition to serial numbers in notices of redemption, repurchase or other notices
      to Holders as a convenience to Holders; provided, however, that any such notice may state that no representation
      is made as to the correctness of such CUSIP, ISINs and “Common Code” numbers either as printed on the Notes or as
      contained in any notice of a redemption or repurchase or other notice and that reliance may be placed only on the serial or other
      identification numbers printed on the Notes, and any such redemption or repurchase or other notice shall not be affected by any
      defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change in the CUSIP, ISINs
      and “Common Code” numbers applicable to the Notes.

   

  SECTION
      313. Issuance of Additional Notes. The Issuer may issue additional Notes having identical terms and conditions to the Initial
      Notes issued on the Issue Date (the “Additional Notes”). The Initial Notes issued on the Issue Date and any
      Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture; provided,
      however, that if Additional Notes are issued following the Effective Date, such Additional Notes shall not be subject to
      Sections 1015, 1016 and 1109; provided, further, that Additional Notes will not be issued with the same CUSIP, if any,
      as Initial Notes unless such Additional Notes are fungible with Initial Notes for U.S. Federal income tax purposes and U.S. securities
      law purposes.

   

  
    -49- 

    
      

    

  

   

  ARTICLE
      Four

      

      SATISFACTION AND DISCHARGE

   

  SECTION
      401. Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request and at the Issuer’s expense
      cease to be of further effect (except as set forth in the last paragraph of this Section and as to surviving rights of registration
      of transfer or exchange of Notes expressly provided for herein or pursuant hereto) and the Trustee, at the expense of the Issuer,
      shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when:

   

  		(1)	either,


   

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

   

  (B)         all of the Notes that have not been delivered to the Trustee for
      cancellation,

   

  (i)          have become due and payable by reason of the giving of a notice of
      redemption pursuant to Section 1105, Section 1109 or otherwise,
      or

   

  (ii)         will become due and payable by reason of the giving of a notice of
      redemption or otherwise within one year,

   

  and
      the Issuer or any Guarantor, in the case of (i) or (ii) above, (x) has irrevocably deposited or caused to be deposited with the
      Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government
      Securities, or a combination thereof, in amounts as will be sufficient, without consideration of any reinvestment of interest
      to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation, for principal of, and
      interest and premium, if any, on, the Notes to the Stated Maturity or Redemption Date, as the case may be, and (y) solely in the
      case in which Government Securities are being deposited with the Trustee pursuant to the foregoing clause (x), deliver to the
      Trustee an opinion of an investment bank, appraisal firm or firm of independent public accountants, in each case, that is nationally
      recognized in the United States, stating that such amounts deposited are sufficient, without consideration of any reinvestment
      of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal
      of, and interest or premium, if any, on, the Notes to the Stated Maturity or Redemption Date;

   

  		(2)	in respect of clause (1)(B), no Default has occurred and is continuing on the date of the deposit (other than a Default resulting from the borrowing of funds to be
            applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit shall not result in a breach or violation of, or constitute a default under any
            other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such
            satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings);


   

  
    -50- 

    
      

    

  

   

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


   

  		(4)	the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at the Stated Maturity
            or on the Redemption Date, as the case may be; and


   

  		(5)	the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein to the satisfaction and
            discharge of this Indenture have been satisfied.


   

  Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 607, the obligations
      of the Issuer to any Authenticating Agent under Section 612 and, if money or Government Securities shall have been deposited with
      the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the
      last paragraph of Section 1003 shall survive such satisfaction and discharge.

   

  SECTION
      402. Application of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money or Government
      Securities deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the
      provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer
      acting as its own Paying Agent) of the principal (and premium, if any) and interest for whose payment such money or Government
      Securities has been deposited with the Trustee; but such money or Government Securities need not be segregated from other funds
      except to the extent required by law.

   

  If
      the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 401 by reason of
      any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
      prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall
      be revived and reinstated as though no deposit had occurred pursuant to Section 401 until such time as the Trustee or Paying Agent
      is permitted to apply all such money or Government Securities in accordance with Section 401; provided, however, that if
      the Issuer has made any payment of principal of, and premium, if any, or interest on, any Notes because of the reinstatement of
      its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money
      or Government Securities held by the Trustee or Paying Agent.

   

  
    -51- 

    
      

    

  

   

  ARTICLE
      Five

      

      REMEDIES

   

  SECTION
      501. Events of Default. “Event of Default”, wherever used herein, means any one of the following events (whatever
      the reason for such Event of Default and whether it be voluntary or involuntary or be effected by operation of law or pursuant
      to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

   

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


   

  		(2)	a default in the payment when due (at maturity, upon redemption, upon required purchase or otherwise) of the principal of, or premium, if any, on the Notes;


   

  		(3)	the failure by the Issuer to comply with any of the provisions described under Article Eight hereof;


   

  		(4)	the failure by the Issuer for a period of 30 days after written notice to the Issuer by the Trustee, or by the Holders of at least 25% in aggregate principal amount of
            the Outstanding Notes to the Issuer and the Trustee, to comply with the provisions under Section 1013 (other than a failure to purchase the Notes);


   

  		(5)	the failure by the Issuer or any of its Subsidiaries for 60 days after written notice by the Trustee or the Holders of at least 25% in aggregate principal amount of the
            Outstanding Notes to the Issuer and the Trustee to comply with any of the agreements in this Indenture (other than those failures referred to in clauses (1), (2), (3) and (4) above);


   

  		(6)	a default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the
            Issuer or any of its Subsidiaries (or the payment of which is Guaranteed by the Issuer or any of its Subsidiaries, other than Indebtedness owed to the Issuer or any of its Subsidiaries), whether such Indebtedness or Guarantee now exists or is
            created after the Issue Date, if that Default:


   

  (A)          is caused by a failure to make principal payments (including a payment
      at final maturity) aggregating in excess of $125.0 million
      on any such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default
      (a “Payment Default”); or

   

  (B)          results in the acceleration of such Indebtedness prior to its express
      stated maturity, and, in each case, the principal amount
      of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment
      Default or the maturity of which has been so accelerated, aggregates $125.0 million or more at one time outstanding;

   

  		(7)	the failure by the Issuer or any Significant Subsidiary to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $125.0
            million (net of amounts covered by insurance policies issued by reputable insurance companies), which final judgments are not paid, discharged or stayed, for a period of more than 60 days after the applicable judgment becomes final, and, with
            respect to any such judgments covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;


   

  
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  		(8)	except as permitted by this Indenture, any Note Guarantee of any Subsidiary of the Issuer that is a Significant Subsidiary, or of any group of Subsidiaries of the Issuer
            that, taken together as of the date of the most recent audited financial statements of the Issuer, would constitute a Significant Subsidiary, is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in
            full force and effect or any Guarantor denies or disaffirms its obligations under its Note Guarantee, other than by reason of the release of such Note Guarantee in accordance with the terms of this Indenture;


   

  		(9)	any of the following events with respect to the Issuer or any Significant Subsidiary:


   

  (A)         the Issuer or any Significant Subsidiary (or any group of Subsidiaries
      that taken together (as of the latest consolidated financial
      statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary) pursuant to or within the meaning
      of any Bankruptcy Law:

   

  (i)          commences a voluntary case;

   

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

   

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

   

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

   

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

   

  (i)          is for relief against the Issuer or any Significant Subsidiary (or any
      group of Subsidiaries that taken together (as of the latest
      consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary) in an
      involuntary case;

   

  (ii)         appoints a custodian of the Issuer or any Significant Subsidiary (or
      any group of Subsidiaries that taken together (as of the
      latest consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary)
      or for all or substantially all of its property; or

   

  (iii)        orders the winding up or liquidation of the Issuer or any Significant
      Subsidiary (or any group of Subsidiaries that taken together
      (as of the latest consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant
      Subsidiary);

   

  (iv)       and the order or decree remains unstayed and in effect for 60 days.

   

  
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  		(10)	the failure by the Issuer to pay or cause to be paid the Special Mandatory Redemption Price on the Special Mandatory Redemption Date, if any, pursuant to Section 1109;


   

  		(11)	(a) the Liens created by the Security Documents shall at any time not constitute a valid and perfected Lien on any material portion of the Collateral intended to be
            covered thereby (unless perfection is not required by this Indenture or the Security Documents) other than (i) in accordance with the terms of the relevant Security Document and this Indenture, (ii) the satisfaction in full of all Obligations
            under this Indenture (other than any contingent obligations not yet due or payable), (iii) any loss of perfection that results from the failure of the Controlling Collateral Agent or the Notes Collateral Agent to maintain possession of
            certificates, notes or other instruments delivered to it under the Security Documents (or, in the case of Collateral consisting of real property, to the extent covered by the title insurance policy applicable to such real property to the extent
            the insurer has not denied coverage under such title insurance policy), (iv) a sale or disposition of the applicable Collateral in a transaction permitted under this Indenture or (v) the release of such Liens pursuant to the terms of this
            Indenture and (b) such default continues for 30 days after receipt of written notice given by the Trustee or by the holders of at least 25% in aggregate principal amount of the Notes then outstanding;


   

  		(12)	(a) the failure by the Issuer or any other Guarantor to comply with, or the breach of, any of its other agreements contained in the Security Documents, except for any
            such failure that would not be material to the holders of the Notes and would not materially affect the value of the Collateral (taken as a whole), and (b) such default continues for 30 days after receipt of written notice to the Issuer given
            by the Trustee or by the holders of at least 25% in aggregate principal amount of the Notes then outstanding; and


   

  		(13)	the failure by the Issuer to comply with, or the breach of, any material provision of the Escrow Agreement on or prior to the Effective Date.


   

  SECTION
      502. Acceleration of Maturity; Rescission and Annulment.

   

  (a)          If any Event of Default (other than an Event of Default specified in Section
      501(9) above with respect to the Issuer) occurs and
      is continuing, the Trustee or the Holders of at least 25.00% in principal amount of the Outstanding Notes issued under this Indenture
      may declare the principal of, and interest, premium, if any, and any other monetary obligations on, all the Outstanding Notes
      to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by Holders).

   

  (b)          Upon the effectiveness of a declaration under Section 502(a), such principal,
      premium, if any, and interest will be due and payable
      immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 501(9) with respect to the
      Issuer, any Subsidiary of the Issuer that is a Significant Subsidiary or any group of Subsidiaries of the Issuer that, taken together,
      would constitute a Significant Subsidiary, all Outstanding Notes will become due and payable immediately without further action
      or notice.

   

  
    -54- 

    
      

    

  

   

  (c)          If a Default for a failure to report or failure to deliver a required
      certification in connection with another Default (the “Initial
        Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to
      deliver a required certificate in connection with another Default that resulted solely because of that Initial Default will also
      be cured without any further action. Any Default for the failure to comply with the provisions under Section 1009 or otherwise
      to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the delivery
      of any such report required by Section 1009 or such notice or certificate, as applicable, even though such delivery is not within
      the prescribed period specified in this Indenture.

   

  (d)          Holders of a majority in aggregate principal amount of the Outstanding Notes, by
      written notice to the Trustee, may (i) at any
      time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained
      by the Trustee as hereinafter provided in this Article, rescind and annul such declaration and its consequences, so long as such
      rescission and annulment would not conflict with any judgment of a court of competent jurisdiction and all amounts owing to the
      Trustee have been paid and (ii) waive an existing Default or Event of Default and its consequences hereunder and under the Security
      Documents (except a continuing Default in the payment of principal of, or interest or premium, if any, on, any Outstanding Note
      held by a non-consenting Holder which has become due otherwise than by such declaration of acceleration); provided, however,
      that no such rescission or waiver shall affect any subsequent default or impair any right consequent thereon.

   

  (e)          Notwithstanding the preceding paragraph, in the event of any Event of Default
      specified in Section 501(6) above, such Event of
      Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes)
      shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days
      after such Event of Default arose,

   

  		(1)	the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged, or


   

  		(2)	the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default, or


   

  		(3)	if the default that is the basis for such Event of Default has been cured or is no longer continuing.


   

  (f)           Any notice of Default, notice of acceleration or instruction to the Trustee to
      provide a notice of Default, notice of acceleration
      or take any other action (a “Noteholder Direction”) provided by any one or more Holders of Notes (each a “Directing
        Holder”) must be accompanied by a written representation from each such Holder delivered to the Issuer and the Trustee
      that such Holder is not (or, in the case such Holder is the Depositary or its nominee, that such Holder is being instructed solely
      by beneficial owners that have represented to such Holder that they are not) Net Short (a “Position Representation”),
      which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a
      continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated.
      If the Holder of a Note is a clearing system or a common safekeeper or its nominee, any Position Representation required hereunder
      shall be provided by the clearing system or the common safekeeper or its nominee or by the beneficial owner of an interest in
      such Global Note after delivery to the Trustee of appropriate confirmation of beneficial ownership satisfactory to the Trustee.
      In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer
      with such other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Holder’s
      Position Representation within five Business Days of request therefor (a “Verification Covenant”). The Trustee
      shall have no duty whatsoever to obtain this information for the Issuer. In any case in which the Holder of a Note is the Depositary
      or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner
      of the Note in lieu of the Depositary or its nominee, and the Depositary shall be entitled to rely conclusively on such Position
      Representation and Verification Covenant in delivering its direction to the Trustee. If the Trustee acts pursuant to a Noteholder
      Direction, the Trustee shall, upon written request, deliver copies of the Position Representations for all Directing Holders to
      the Issuer within three Business Days of such request.

   

  
    -55- 

    
      

    

  

   

  If,
      following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith
      that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation
      and provides to the Trustee an Officer’s Certificate stating that the Issuer has initiated litigation in a court of competent
      jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and
      seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect
      to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically
      reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such
      matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the
      Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period
      with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted
      from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such
      Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder
      Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining
      Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such
      Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred,
      acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default
      or Event of Default; provided, however, that any indemnity or security provided by the Directing Holders to the Trustee shall
      not be invalidated and shall continue to survive. For the avoidance of doubt, the foregoing requirements applicable to Noteholder
      Directions do not apply to any other directions given by Holders of Notes to the Trustee under this Indenture.

   

  With
      its acquisition of a Note, each Holder and subsequent purchaser of the Note consents to the delivery of its Position Representation
      by the Trustee to the Issuer in accordance with the terms of this Indenture. Each Holder of a Note and subsequent purchaser of
      the Note waives any and all claims, in law and/or in equity, against the Trustee and the Notes Collateral Agent, and agrees not
      to commence any legal proceeding against the Trustee or the Notes Collateral Agent in respect of, and agrees that the Trustee
      and the Notes Collateral Agent will not be liable for any action that the Trustee or the Notes Collateral Agent takes in accordance
      with this Indenture, or arising out of or in connection with following instructions or taking actions, in each case in accordance
      with a Noteholder Direction and, in each case, other than arising out of or in respect of the Trustee’s or the Notes Collateral
      Agent’s gross negligence or willful misconduct. The Issuer hereby waives any and all claims, in law and/or in equity, against
      the Trustee and the Notes Collateral Agent, and agrees not to commence any legal proceeding against the Trustee or the Notes Collateral
      Agent in respect of, and agrees that the Trustee and the Notes Collateral Agent will not be liable for any action that the Trustee
      or the Notes Collateral Agent takes in accordance with this Indenture, or arising out of or in connection with following instructions
      or taking actions, in each case in accordance with a Noteholder Direction and, in each case, other than arising out of or in respect
      of the Trustee’s or the Notes Collateral Agent’s gross negligence or willful misconduct.

   

  
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  Notwithstanding
      anything in this Section 502(f) to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event
      of Default specified in Section 501(9) above, shall not require compliance with this Section 502(f). For the avoidance of doubt,
      the Trustee and Notes Collateral Agent shall be entitled to conclusively rely on any Noteholder Direction delivered to either
      of them in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation,
      enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to either
      of them, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts,
      Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee and the Notes Collateral Agent shall have
      no liability to the Issuer, any Holder of a Note or any other Person in acting in good faith in accordance with a Noteholder Direction.
      For the avoidance of doubt, the Trustee and the Notes Collateral Agent will treat all Holders of Notes equally with respect to
      their rights under this Indenture. In connection with the requisite percentages required under this Indenture, the Trustee shall
      also treat all outstanding Notes equally irrespective of any Position Representation in determining whether the requisite percentage
      has been obtained with respect to the initial delivery of the Noteholder Direction. The Issuer confirms that any and all actions
      that the Trustee or the Notes Collateral Agent takes or omits to take with respect to a Noteholder Direction, and all fees, costs
      expenses of the Trustee and its agents and counsel and the Notes Collateral Agent and its agents and counsel arising in connection
      therewith, shall be covered by the Issuer’s indemnification obligations under Section 607.

   

  SECTION
      503. Additional Interest. Notwithstanding anything else in this Indenture or in the Notes, in the event of the Issuer’s
      failure to comply with its obligations under Section 1009: (a) the sole remedy of the Holders and the Trustee after the occurrence
      of any such failure shall, for the first 180 days following the occurrence of such failure, consist exclusively of the right to
      receive additional interest (“Additional Interest”) with respect to the Notes at a rate equal to 0.25% per
      annum of the principal amount of such Notes, which Additional Interest shall accrue from and including the date on which such
      failure first occurred to the 180th day thereafter (or such earlier date on which such failure shall have been cured or waived);
      (b) during such 180 day period, any such failure shall be deemed not to be an Event of Default; and (c) on the 181st day after
      such failure (if such failure shall not have been cured or waived prior to such 181st day), such failure will then constitute
      an Event of Default without any further notice or lapse of time and the Notes will be subject to acceleration as provided in Section
      502. If Additional Interest is payable on the Notes, the Issuer shall provide an Officer’s Certificate to the Trustee on
      or before the Regular Record Date for each Interest Payment Date such Additional Interest is payable setting forth the accrual
      period and the amount of such Additional Interest payable. The Trustee may provide a copy of such Officer’s Certificate
      relating to Additional Interest to any Holder upon request. Unless and until a Responsible Officer of the Trustee receives such
      a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. The Trustee shall not at any
      time be under any duty or responsibility to any Holder to determine whether any Additional Interest is payable, or with respect
      to the nature, extent, or calculation of the amount of any Additional Interest owed, or with respect to the method employed in
      such calculation of any Additional Interest. If the Issuer shall have paid Additional Interest directly to the persons entitled
      to it, the Issuer shall deliver to the Trustee an Officer’s Certificate setting forth the particulars of such payment.

   

  SECTION
      504. Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if:

   

  		(1)	default is made in the payment of any installment of interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days,
            or


   

  
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  		(2)	default is made in the payment of the principal of or premium, if any, on any Note at the Maturity thereof,


   

  the
      Issuer will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders of such Notes, the whole amount then
      due and payable on such Notes for principal of, and interest or premium, if any, on, the Notes when due, and interest or premium,
      if any, on any overdue principal, and, to the extent that payment of such interest shall be legally enforceable, upon any overdue
      installment of interest, at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient
      to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of
      the Trustee, its agents and counsel.

   

  If
      the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name as trustee of an express trust,
      may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment
      or final decree and may enforce the same against the Issuer, any Guarantor or any other obligor upon the Notes and collect the
      moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer, any Guarantor or any
      other obligor upon the Notes, wherever situated.

   

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

   

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

   

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


   

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


   

  and
      any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official 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 the Trustee any amount due 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 607.

   

  
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  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 thereof, or
      to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. The Trustee may, on behalf of the
      Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ committee
      or other similar committee.

   

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

   

  SECTION
      507. Application of Money Collected. Subject to the provisions of the Security Documents, the Equal Priority Intercreditor
      Agreement and any Acceptable Junior Priority Intercreditor Agreement, any money or property collected by the Trustee pursuant
      to this Article, or after the occurrence and during the continuance of an Event of Default any money or property distributable
      in respect of the Issuer’s or Guarantors’ obligations under this Indenture, shall be applied in the following order,
      at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, interest or
      premium, 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 payment of all amounts due the Trustee (including any predecessor Trustee) under this Indenture;

   

  SECOND:
      To the payment of all amounts due to the Notes Collateral Agent (including any predecessor Notes Collateral Agent) under this
      Indenture;

   

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

   

  FOURTH:
      The balance, if any, to the Issuer or as a court of competent jurisdiction may direct in writing; provided, however, that
      all sums due and owing to the Holders and the Trustee have been paid in full as required by this Indenture.

   

  The
      Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 507.

   

  SECTION
      508. Limitation on Suits. Except to enforce the right to receive payment of principal, premium, if any, or interest when
      due, no Holder of a Note shall pursue any remedy with respect to this Indenture or the Notes, unless:

   

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


   

  		(2)	Holders of at least 25.00% in aggregate principal amount of the Outstanding Notes have requested in writing the Trustee to pursue the remedy;


   

  
    -59- 

    
      

    

  

   

  		(3)	such Holder or Holders have offered and, if requested, provided to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability,
            claim or expense;


   

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


   

  		(5)	during such 60-day period, Holders of a majority in aggregate principal amount of the Outstanding Notes do not give the Trustee a direction inconsistent with such
            request,


   

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

   

  SECTION
      509. Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this
      Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment, as provided herein
      (including, if applicable, Article Eleven) and in such Note of the principal of, and premium, if any, and (subject to Section
      307) interest on, such Note on the respective Stated Maturities expressed in such Note (or, in the case of redemption, on the
      Redemption Date) and to institute suit for the enforcement of any such payment on or after such respective dates, and such rights
      shall not be impaired without the consent of such Holder.

   

  SECTION
      510. Restoration of Rights and Remedies. If the Trustee or the Notes Collateral Agent or any Holder has instituted any proceeding
      to enforce any right or remedy under this Indenture or the Note Guarantees and such proceeding has been discontinued or abandoned
      for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any
      determination in such proceeding, the Issuer, any Guarantor, any other obligor of the Notes, the Trustee and the Holders shall
      be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee
      and the Holders shall continue as though no such proceeding had been instituted.

   

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

   

  SECTION
      512. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right
      or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of
      Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may
      be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

   

  
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  SECTION
      513. Control by Holders. Subject to the Equal Priority Intercreditor Agreement, the Holders of not less than a majority
      in principal amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding
      for any remedy available to the Trustee or the Notes Collateral Agent, or of exercising any trust or power conferred on the Trustee
      or the Notes Collateral Agent, as applicable, with respect to the Notes; provided, however, that:

   

  		(1)	such direction shall not be in conflict with any rule of law or with this Indenture, and such Holders have complied with Section 603(6),


   

  		(2)	the Trustee and the Notes Collateral Agent may take any other action deemed proper by the Trustee or the Notes Collateral Agent, as applicable, which is not inconsistent
            with such direction, and


   

  		(3)	the Trustee and the Notes Collateral Agent need not take any action which might involve the Trustee or the Notes Collateral Agent, as applicable in personal liability or
            be unjustly prejudicial to the Holders not consenting (it being further understood that each of the Trustee and the Notes Collateral Agent does not have an affirmative duty to ascertain whether or not such actions or forbearances are unjustly
            prejudicial to such Holders).


   

  SECTION
      514. Waiver of Past Defaults. Subject to Sections 509 and 902, the Holders of not less than a majority in principal amount
      of the Outstanding Notes by written notice to the Trustee may on behalf of the Holders of all such Notes waive any existing Default
      or Event of Default and its consequences hereunder (except (1) a continuing Default or Event of Default in the payment of principal
      of, or interest or premium, if any, on, such Note held by a non-consenting Holder, or (2) in respect of a covenant or provision
      hereof or in any Note Guarantee which under Article Nine cannot be modified or amended without the consent of the Holder of each
      Outstanding Note affected, which shall require the consent of all such Holders) and rescind any acceleration and its consequences
      with respect to the Notes; provided, however, such rescission would not conflict with any judgment of a court of
      competent jurisdiction.

   

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

   

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

   

  
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  SECTION
      516. 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 attorney’s
      fees and expenses, 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 516 does not apply to a suit by the Trustee, a suit by a Holder relating to right to
      payment hereof, or a suit by Holders of more than 10% in principal amount of the then Outstanding Notes.

   

  ARTICLE
      Six

      

      THE TRUSTEE

   

  SECTION
      601. Duties of the Trustee.

   

  (a)          Except during the continuance of an Event of Default,

   

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


   

  		(2)	in the absence of bad faith, gross negligence or willful misconduct 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; but in the case of any such certificates or opinions specifically required by any provision hereof
            to be provided to it, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof including, any mathematical calculations or other
            facts stated therein.


   

  (b)          If an Event of Default has occurred and is continuing of which a Responsible
      Officer has actual knowledge or of which written
      notice of such Event of Default shall have been given to a Responsible Officer by the Issuer, any other obligor of the Notes or
      by Holders of at least 25% of the aggregate principal amount of the Notes, the Trustee shall exercise such of the rights and powers
      vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise
      or use under the circumstances in the conduct of such Person’s own affairs.

   

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

   

  		(1)	this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;


   

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


   

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


   

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

   

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

   

  SECTION
      602. Notice of Defaults. Within 90 days after the earlier of receipt from the Issuer of notice of the occurrence of any
      Default or Event of Default hereunder or the date when such Default or Event of Default becomes actually known to a Responsible
      Officer of the Trustee, the Trustee shall transmit notice of such Default or Event of Default hereunder known to the Trustee to
      the Holders, unless such Default or Event of Default shall have been cured or waived; provided, however, that, except
      in the case of a Default or Event of Default in the payment of the principal of, or interest or premium, if any, on, any Note,
      the Trustee shall be protected in withholding such notice if and so long as it in good faith determine that the withholding of
      such notice is in the interest of the Holders.

   

  SECTION
      603. Certain Rights of Trustee and the Notes Collateral Agent.

   

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


   

  		(2)	any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order or Officer’s Certificate and any resolution
            of the Board of Directors may be sufficiently evidenced by a certified Board Resolution and an Opinion of Counsel;


   

  		(3)	whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any
            action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Issuer Request, Issuer Order, Officer’s Certificate or Opinion of Counsel and shall
            be full and complete authorization in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


   

  
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  		(4)	the Trustee shall not be charged with knowledge of any fact, Default or Event of Default with respect to the Notes unless either (i) a Responsible Officer shall have
            actual knowledge of such Default or Event of Default or (ii) written notice of such fact, Default or Event of Default shall have been given by the Issuer or by the Holders of at least 25% of the aggregate principal amount of the Notes and
            received by a Responsible Officer at the Corporate Trust Office and references this Indenture and the Notes. Delivery of reports to the Trustee pursuant to Section 1009 shall not constitute knowledge of, or notice to, the Trustee of the
            information contained therein;


   

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


   

  		(6)	neither the Trustee nor the Notes Collateral Agent shall be under an 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 of the Notes pursuant to this Indenture, unless such Holders shall have offered to the Trustee and the Notes Collateral Agent security or indemnity satisfactory to them against any loss, liability, claim or
            expense;


   

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


   

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


   

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


   

  		(10)	the rights, privileges, protections, immunities and benefits given to the Trustee, including its rights to be compensated, reimbursed and indemnified, are extended to,
            and shall be enforceable by, the Trustee in each of its capacities hereunder whether as an Agent, Notes Collateral Agent or otherwise, and each agent, custodian and other Person employed to act hereunder;


   

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


   

  		(12)	the Trustee shall not be required to give any note, bond or surety in respect of the execution of the trusts and powers under this Indenture;


   

  		(13)	the permissive right of the Trustee to take actions permitted by this Indenture shall not be construed as an obligation or duty to do so; and


   

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


   

  SECTION
      604. Trustee Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except for
      the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and neither the Trustee nor
      any Agent assumes responsibility for their correctness. Neither the Trustee nor any Agent makes representations as to and shall
      not be responsible for the validity or sufficiency of this Indenture or of the Notes or Note Guarantees, except that the Trustee
      represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations
      hereunder. Neither the Trustee nor any Agent shall be accountable for the use or application by the Issuer of Notes or the proceeds
      thereof or the Offering Memorandum or any other documents used in connection with the sale or distribution of the Notes. The Trustee
      shall not be accountable for any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture.
      The Trustee shall not be bound to ascertain or inquire as to the performance, observance, or breach of any covenants, conditions,
      representations, warranties or agreements on the part of the Issuer or the Guarantors but the Trustee may require full information
      and advice as to the performance of the aforementioned covenants. Under no circumstances shall the Trustee be liable in its individual
      capacity for the obligations evidenced by the Notes or the Note Guarantees. The Trustee shall have no obligation to pursue any
      action that is not in accordance with applicable law. The Trustee shall have no obligation to independently determine or verify
      if any Ratings Event or other event has occurred or notify the Holders of any event dependent upon the rating of the Notes, or
      if the rating on the Notes has been changed, suspended or withdrawn by any Rating Agency. The Trustee shall have no obligation
      to independently determine or verify if any Change of Control, Change of Control Repurchase Event, or any other event has occurred
      or if a Change of Control Offer is required to be made, or notify the Holders of any such event.

   

  SECTION
      605. May Hold Notes. The Trustee, the Notes Collateral Agent, any Paying Agent, any Note Registrar or any other agent of
      the Issuer or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise
      deal with the Issuer with the same rights it would have if it were not the Trustee, Notes Collateral Agent, Paying Agent, Note
      Registrar or such other agent; provided, however, that, if it acquires any “conflicting interest” (within
      the meaning of TIA Section 310(b)), it must eliminate such conflict within 90 days or resign.

   

  SECTION
      606. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to
      the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except
      as otherwise agreed in writing with the Issuer.

   

  
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  SECTION
      607. Compensation and Reimbursement. The Issuer and the Guarantors, jointly and severally, agree:

   

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


   

  		(2)	except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the
            Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined
            to have been caused by its own gross negligence or willful misconduct as finally adjudicated by a court of competent jurisdiction; and


   

  		(3)	to indemnify the Trustee (including its officers, directors, employees and agents) and any predecessor Trustee for, and to hold it harmless against, any and all loss,
            liability, claim, damage or fee, cost or other expense, including taxes (other than the taxes based on the income of the Trustee) and reasonable attorneys’ fees and expenses, incurred without gross negligence or willful misconduct on its part
            as finally adjudicated by a court of competent jurisdiction, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim regardless of
            whether the claim is asserted by the Issuer, a Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder, including the reasonable costs and expenses of
            enforcing this Indenture or a Note Guarantee against the Issuer or a Guarantor (including this Section 607), and including reasonable attorneys’ fees and expenses and court costs incurred in connection with any action, claim or suit brought to
            enforce the Trustee’s right to compensation, reimbursement or indemnification.


   

  The
      obligations of the Issuer and the Guarantors under this Section to compensate the Trustee, to pay or reimburse the Trustee for
      expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder
      and shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee. As security for
      the performance of such obligations of the Issuer, the Trustee shall have a claim prior to the Notes upon all property and funds
      held or collected by the Trustee as such, except funds held in trust solely for the benefit of the Holders entitled thereto for
      the payment of principal of, or interest or premium, if any, on, particular Notes.

   

  When
      the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(7), the expenses
      (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute
      expenses of administration under any applicable Bankruptcy Law. “Trustee” for the purposes of this Section 607 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 as permitted by this Indenture; provided, however, that the gross negligence or willful misconduct
      of any predecessor Trustee hereunder shall not affect the rights of any other successor Trustee hereunder (other than a successor
      Trustee that is successor by merger or consolidation to such predecessor Trustee).

   

  
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  The
      provisions of this Section shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee.

   

  SECTION
      608. Corporate Trustee Required; Eligibility. There shall be at all times a Trustee hereunder which shall be eligible to
      act as Trustee under TIA Section 310(a)(1) and Section 310(a)(5) and shall have a combined capital and surplus of at least $50,000,000.
      If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of federal, State,
      territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital
      and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report
      of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section,
      it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

   

  SECTION
      609. Resignation and Removal; Appointment of Successor.

   

  (a)          No resignation or removal of the Trustee and no appointment of a successor Trustee
      pursuant to this Article shall become effective
      until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 610.

   

  (b)          The Trustee may resign at any time by giving written notice thereof to the Issuer.
      Upon receiving such notice of resignation,
      the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to the resigning
      Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 610 shall
      not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may
      petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee.

   

  (c)          The Trustee may be removed at any time by Act of the Holders of not less than a
      majority in principal amount of the Outstanding
      Notes, delivered to the Trustee and to the Issuer. If the instrument of acceptance by a successor Trustee required by Section
      610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning
      Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee.

   

  (d)          The Trustee shall comply with TIA Section 310(b); provided, however, that,
      there shall be excluded from the operation of
      TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in
      other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

   

  (e)          If the Trustee shall resign, be removed or become incapable of acting, or if a
      vacancy shall occur in the office of Trustee for
      any cause, the Issuer shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability,
      or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount
      of the Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith
      upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Issuer.
      If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner hereinafter
      provided, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others
      similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

   

  
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  (f)           The Issuer shall give notice of each resignation and each removal of the Trustee
      and each appointment of a successor Trustee to
      the Holders in the manner provided for in Section 107. Each notice shall include the name of the successor Trustee and the address
      of its Corporate Trust Office.

   

  SECTION
      610. Acceptance of Appointment by Successor.

   

  (a)               
      Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an
      instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective
      and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts
      and duties of the retiring Trustee; but, on request of the Issuer or the successor Trustee, such retiring Trustee shall, upon
      payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts
      of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such
      retiring Trustee hereunder. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more
      fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

   

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

   

  SECTION
      611. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or
      converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
      the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the
      Trustee, shall be the successor of the Trustee hereunder; provided, however, such corporation shall be otherwise
      qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any
      of the parties hereto. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any
      successor by merger, conversion 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. In case at that
      time any of the Notes shall not have been authenticated, any successor Trustee may authenticate such Notes either in the name
      of any predecessor hereunder or in the name of the successor Trustee. In all such cases such certificates shall have the full
      force and effect which this Indenture provides for the certificate of authentication of the Trustee shall have; provided,
      however, that, the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Notes
      in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

   

  SECTION
      612. Appointment of Authenticating Agent. At any time when any of the Notes remain Outstanding, the Trustee may appoint
      one or more agents (each an “Authenticating Agent”) with respect to the Notes which shall be authorized to
      act on behalf of the Trustee to authenticate Notes and the Trustee shall give written notice of such appointment to all Holders
      of Notes with respect to which such Authenticating Agent will serve, in the manner provided for in Section 107. Notes so authenticated
      shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by
      the Trustee hereunder. Any such appointment shall be evidenced by an instrument in writing signed by an authorized signatory of
      the Trustee, and a copy of such instrument shall be promptly furnished to the Issuer. Wherever reference is made in this Indenture
      to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication, such reference
      shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
      authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to
      the Issuer.

   

  
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  Any
      corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
      resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation
      succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue
      to be an Authenticating Agent; provided, however, such corporation shall be otherwise eligible under this Section, without
      the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

   

  An
      Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuer. The Trustee may
      at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and
      to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
      Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating
      Agent which shall be acceptable to the Issuer and shall give written notice of such appointment to all Holders of Notes, in the
      manner provided for in Section 107. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become
      vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating
      Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

   

  The
      Issuer agrees to pay to each Authenticating Agent from time to time such compensation for its services under this Section as shall
      be agreed in writing between the Issuer and such Authenticating Agent.

   

  If
      an appointment is made pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee’s certificate
      of authentication, an alternate certificate of authentication in the following form:

   

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

   

  

    

  

  	 	 	 	TRUIST BANK
	 	 	 	as Trustee
	 	 	 	 	 
	Date:		 	By:	
	 	 	 	 	as Authenticating Agent


   

  

   

  SECTION
      613. Preferential Collection of Claims Against Issuer. The Trustee is subject to TIA Section 311(a), excluding any creditor
      relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to
      the extent indicated therein.

   

  SECTION
      614. Escrow Agreement. The Trustee is hereby directed to agree to the appointment of the Escrow Agent and is hereby directed
      to enter into the Escrow Agreement. The Trustee is not responsible for the contents or sufficiency of the Escrow Agreement; and
      in entering into the Escrow Agreement, and with respect to all matters arising under the Escrow Agreement, the Trustee shall have
      the rights, protections, immunities and indemnities granted to it under this Indenture. Neither the Trustee nor any Holder (whether
      acting directly or by direction or demand to the Trustee) shall be entitled or permitted to give any direction to, or make any
      demand upon, the Escrow Agent that would be contrary to, or in conflict with, the provisions governing the Escrow Release in accordance
      with the Escrow Agreement, or as otherwise expressly set forth hereto or thereto.

   

  
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  SECTION
      615. Security Documents; Intercreditor Agreements.

   

  (a)          By their acceptance of the Notes, the Holders hereby authorize and direct the
      Trustee and the Notes Collateral Agent, as the case
      may be, to execute and deliver each of the Security Documents, the Equal Priority Intercreditor Agreement and, if applicable,
      any Acceptable Junior Priority Intercreditor Agreement to which the Trustee or the Notes Collateral Agent, as applicable, is to
      be a party, including any amendments, joinders or supplements thereto permitted by this Indenture. It is hereby expressly acknowledged
      and agreed that, in doing so, the Trustee and the Notes Collateral Agent are not responsible for the terms or contents of such
      agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly
      stated therein, in entering into, or taking (or forbearing from) any action under, the Equal Priority Intercreditor Agreement,
      any Acceptable Junior Priority Intercreditor Agreement or any Security Document, the Trustee and the Notes Collateral Agent each
      shall have all of the rights, privileges, benefits, immunities, indemnities and other protections granted to it under this Indenture
      (in addition to those that may be granted to it under the terms of such other agreement or agreements).

   

  ARTICLE
      Seven The Notes Collateral Agent and the
      Trustee shall execute the Security Documents, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority
      Intercreditor Agreement or any joinder with respect to any of the foregoing upon the receipt of an Officer’s
      Certificate and an Opinion of Counsel stating that such execution and delivery is permitted by this Indenture and all
      conditions precedent relating to such execution and delivery have been satisfied (without any obligation to review or
      negotiate the terms thereof).

      

      HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUER

   

  SECTION
      701. Issuer to Furnish Trustee Names and Addresses. The Issuer will furnish or cause to be furnished to the Trustee:

   

  		(1)	semiannually, not more than 10 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders
            as of such Regular Record Date; and


   

  		(2)	at such other times as the Trustee may reasonably request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content
            to that in clause (1) hereof as of a date not more than 15 days prior to the time such list is furnished;


   

  provided,
        however, that, if and so long as the Trustee shall be a Note Registrar, no such list need be furnished.

   

  SECTION
      702. Reports by Trustee.

   

  Within
      60 days after April 1 of each year commencing with April 1, 2023, the Trustee shall transmit to the Holders of Notes (with a copy
      to the Issuer at the address specified in Section 106), in the manner and to the extent provided in TIA Section 313(c), a brief
      report dated as of such August 1 that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b).
      A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange,
      if any, upon which the Notes are listed, and with the SEC and mailed to the Issuer. The Issuer will promptly notify the Trustee
      in writing when the Notes are listed on any stock exchange and any delisting thereof.

   

  
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  ARTICLE
      Eight

      

      MERGER, CONSOLIDATION OR SALE

      OF ALL OR SUBSTANTIALLY ALL ASSETS

   

  SECTION
      801. Issuer May Consolidate, Etc., Only on Certain Terms.

   

  (a)          Subject to Section 803, from and after the Effective Date, the Issuer will not,
      directly or indirectly: (i) consolidate or merge
      with or into another Person (whether or not the Issuer is the surviving Person), or (ii) sell, assign, transfer, convey, lease
      or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole,
      in one or more related transactions, to another Person unless:

   

  		(1)	either
            (A) in the case of a consolidation or merger, the Issuer is the surviving Person or (B) the Person formed by or surviving any
            such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other
            disposition has been made (the “Successor Company”) is an entity organized or existing under the laws of the
            United States, any state of the United States or the District of Columbia; and, if the Successor Company is not a corporation,
            a co-obligor of the Notes is a corporation organized or existing under any such laws;


   

  		(2)	the
            Successor Company assumes all the obligations of the Issuer under this Indenture, the Equal Priority Intercreditor Agreement,
            any Acceptable Junior Priority Intercreditor Agreement, any Security Document and the Notes pursuant to a supplemental indenture,
            applicable joinders, and other customary documents and instruments, in each case, in form and substance reasonably satisfactory
            to the Trustee and the Notes Collateral Agent;


   

  		(3)	immediately
            after such transaction, no Default exists; and


   

  		(4)	in
            any transaction in which the Issuer is not the surviving Person, the Successor Company shall have delivered to the Trustee and
            the Notes Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger,
            sale, assignment, transfer, conveyance, lease or other disposition and such supplemental indentures, if any, comply with this
            Indenture, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement and the applicable
            Security Documents.


   

  (b)          The Successor Company will succeed to, and be substituted for, and may exercise
      every right and power of, the Issuer under this
      Indenture, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement, any Security Document
      and the Notes, as applicable and the Issuer will automatically be released and discharged from its obligations under this Indenture,
      the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement, any Security Document and
      the Notes; provided that, in the case of a lease of all or substantially all of the Issuer’s assets, the predecessor
      company shall not be so released.

   

  
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  (c)         Notwithstanding anything else herein, (A) Section 8.01(a) shall not apply to any
      sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and its Subsidiaries (provided that, any such sale, assignment, transfer, conveyance, lease or disposition of assets is solely to the
      Issuer, a Guarantor or another Subsidiary who becomes a Guarantor) and (B) clause (3) of Section 801(a), shall not apply to (1) the Issuer consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing
      of all or part of its properties and assets to one of the Issuer’s Subsidiaries for any purpose, (2) any Subsidiary consolidating with, merging into or selling assigning, transferring, conveying, leasing or otherwise disposing of all or part of its
      properties and assets to the Issuer or to another Subsidiary for any purpose (provided that, in the event that such Subsidiary is a Guarantor, it may consolidate with, merge into or sell, assign transfer, convey, lease or otherwise dispose of
      all or part of its properties and assets solely to the Issuer, another Guarantor or another Subsidiary who becomes a Guarantor), (3) the Issuer merging with or into an Affiliate solely for the purpose of reincorporating in another jurisdiction, or
      (4) the Issuer converting into a Person organized or existing under the laws of a jurisdiction in the United States.

   

  (d)         A Guarantor may not sell or otherwise dispose of all or substantially all of its
      assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Subsidiary of the Issuer, other than with or to the Issuer or another Guarantor, unless:

   

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


   

  		(2)	the Subsidiary acquiring the property in any such sale or disposition or the Subsidiary formed by or surviving any such consolidation or merger (if not already a
            Guarantor) unconditionally assumes all the Obligations of that Guarantor under its Note Guarantee, the Indenture, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement and any Security Document
            pursuant to a supplemental indenture, applicable joinders, and other customary documents and instruments, in each case, reasonably satisfactory to the Trustee and the Notes Collateral Agent.


   

  (e)         Prior to the Effective Date, the Issuer will not, directly or indirectly: (i)
      consolidate or merge with or into another Person (whether or not the Issuer is the surviving Person), or (ii) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its
      Subsidiaries, taken as a whole, in one or more related transactions, to another Person; provided that the Issuer may consummate the Escrow Merger pursuant to Section 803.

   

  SECTION 802. Successor Substituted. Upon any consolidation or merger, or any sale,
      assignment, conveyance, transfer, lease or disposition of all or substantially all of the assets of the Issuer in accordance with Section 801 hereof, the successor Person formed by such consolidation or into which the Issuer is merged or the
      successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such
      successor Person had been named as the Issuer herein. When a successor Person assumes all obligations of its predecessor hereunder and under the Notes such predecessor shall be released from all obligations; provided, however, that in
      the event of a transfer or lease, the predecessor shall not be released from the payment of principal and interest or other obligations on the Notes.

   

  SECTION 803. Escrow Merger. Upon the consummation of the Assumption, the Company shall
      (i) execute and deliver to the Trustee an Officer’s Certificate identifying and confirming the Effective Date; (ii) execute and deliver to the Trustee a supplemental indenture substantially in the form set forth as Exhibit B hereto and (iii) deliver
      to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such supplemental indenture complies with the requirements of this Section 803 and has been duly authorized, executed and delivered by the Company and constitutes a
      legal, valid, binding and enforceable obligation of the Company. At the time of the Escrow Release, the Escrow Merger shall be completed, whereupon the Company shall be the surviving entity and shall succeed to, and be substituted for, and may
      exercise every right and power of, the Escrow Issuer under this Indenture. Notwithstanding anything in this Indenture to the contrary, the Escrow Merger upon (or substantially concurrently with) the consummation of the Assumption shall be permitted
      under this Indenture.

   

  
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  ARTICLE Nine

      

      AMENDMENTS, SUPPLEMENTS AND WAIVERS

   

  SECTION 901. Amendments or Supplements Without Consent of Holders. Without the consent
      of any Holder, the Issuer, any Guarantor (with respect to any amendment relating to its Note Guarantee) and the Trustee, at any time and from time to time, may amend or supplement this Indenture, the Escrow Agreement, the Equal Priority Intercreditor
      Agreement, any Acceptable Junior Priority Intercreditor Agreement, any Security Document, the Notes and any related Note Guarantee, in form reasonably satisfactory to the Trustee, for any of the following purposes:

   

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


   

  		(2)	to provide for uncertificated Notes in addition to or in place of certificated Notes;


   

  		(3)	to provide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders of the Notes and the Note Guarantees in the case of a merger or consolidation or
            sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable;


   

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


   

  		(5)	to conform the text of this Indenture, the Note Guarantees, the Notes, the Escrow Agreement, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority
            Intercreditor Agreement or the Security Documents to any provision of the “Description of Notes” section of the Offering Memorandum as evidenced by an Officer’s Certificate to the Trustee and the Notes Collateral Agent;


   

  		(6)	to provide for the issuance of Additional Notes, in accordance with this Indenture;


   

  		(7)	to allow any Guarantor to execute a supplemental indenture or Note Guarantee with respect to the Notes; provided that any such supplemental indenture may be
            signed by the Issuer, the Guarantor providing the Note Guarantee, and the Trustee.


   

  		(8)	to secure the Notes or add covenants for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Issuer or any Guarantor;


   

  
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  		(9)	to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;


   

  		(10)	to amend 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; provided, however, that, (A) 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 (B) such
            amendment does not materially and adversely affect the rights of Holders to transfer Notes;


   

  		(11)	to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or Notes Collateral Agent pursuant to the requirements of Sections
            609, 610 and 1408 hereof or one or more co-trustees or co-collateral agents;


   

  		(12)	to release a Guarantor of the Notes upon its sale or other permitted release from its Note Guarantee; provided that such sale, designation, or release is in
            accordance with the applicable provisions of this Indenture;


   

  		(13)	to add any Guarantor or any Additional Equal Priority Secured Party under the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor
            Agreement or any Security Documents;


   

  		(14)	to add Collateral with respect to any or all of the Notes and/or the Note Guarantees;


   

  		(15)	to release any Collateral from the Lien securing the Notes when permitted or required by the Security Documents, this Indenture (including pursuant to Section 1010 and
            including any release of any lien that is not then otherwise required by this Indenture to be pledged as security for the Notes) or the Equal Priority Intercreditor Agreement;


   

  		(16)	to enter into any intercreditor agreement having substantially similar terms with respect to the holders of the Notes as those set forth in the Equal Priority
            Intercreditor Agreement, taken as a whole, or any joinder thereto or to enter into any Acceptable Junior Priority Intercreditor Agreement;


   

  		(17)	in the case of any Security Document, to include therein any legend required to be set forth therein pursuant to the Equal Priority Intercreditor Agreement or any
            Acceptable Junior Priority Intercreditor Agreement, or to modify any such legend as required by the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement;


   

  		(18)	with respect to the Security Documents, the Equal Priority Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement, as provided in the relevant
            Security Document, Equal Priority Intercreditor Agreement, or Acceptable Junior Priority Intercreditor Agreement, as applicable; or


   

  		(19)	to provide for the succession of any parties to the Security Documents, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor
            Agreement (and any amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of
            the Amended and Restated Credit Facilities or any other agreement that is not prohibited by this Indenture.


   

  
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  SECTION 902. Amendments, Supplements or Waivers with Consent of Holders.

   

  (a)                With the consent of the Holders of not less than a majority in principal
      amount of the Outstanding Notes (including any Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), by Act of said
      Holders delivered to the Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Note Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Note Guarantee, the Notes, the Escrow
      Agreement, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement or any Security Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the
      provisions or of modifying in any manner the rights of the Holders hereunder or thereunder and any existing Default (other than a Default in the payment of the principal of, or interest or premium, if any, on, the Notes, except for a payment default
      resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees, the Escrow Agreement, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor
      Agreement or any Security Document may be waived with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes (including, Additional Notes, if any) voting as a single class (including consents obtained in
      connection with a purchase of, or tender offer or exchange offer for, Notes); provided, however, that, without consent of the Holder of each Outstanding Note affected thereby, no such amendment, supplement or waiver shall, with respect to any
      Notes held by a non-consenting Holder:

   

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


   

  		(2)	reduce the principal of or change the Stated Maturity of any such Note or alter or waive any of the provisions with respect to the redemption of the Notes (except those
            provisions set forth in Section 1013);


   

  		(3)	reduce the rate of or change the time for payment of interest, including Defaulted Interest on any Note;


   

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


   

  		(5)	make any Note payable in money other than that stated in the Notes;


   

  		(6)	make any change in Section 514 or the rights of Holders of the Notes to receive payments of principal of, or interest or premium, if any, on, the Notes;


   

  		(7)	waive a redemption payment with respect to any Note (other than a payment required by Section 1013);


   

  
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  		(8)	release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;


   

  		(9)	make any material change in the provisions of this Indenture set forth in Sections 1015, 1016 and 1109;


   

  		(10)	make any change in the Escrow Agreement that would adversely affect the holders of the Notes in any material respect; or


   

  		(11)	make any changes to this Section 902.


   

  (b)         It shall not be necessary for the consent of Holders under this Section 902 to
      approve the particular form of any proposed amendment or waiver, and it shall be sufficient if such consent approves the substance thereof.

   

  (c)         Notwithstanding the foregoing, without the consent of the holders of at least
      two-thirds in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange
      offer for, or purchase of, the Notes), no amendment or waiver may (A) make any change in any Security Document, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement or the provisions in this Indenture
      dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral that secure the Secured Notes Obligations or (B) subordinate the Liens on all or
      substantially all of the Collateral that secure the Secured Notes Obligations, other than, in each case, as provided under the terms of this Indenture, the Security Documents or the Equal Priority Intercreditor Agreement.

   

  SECTION 903. Execution of Amendments, Supplements or Waivers. In executing, or
      accepting the additional trusts created by, any amendment, supplement or waiver permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in
      relying upon, the provision to the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes if applicable, and an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment,
      supplement or waiver is authorized and permitted by this Indenture and an Opinion of Counsel stating that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable
      against them in accordance with its terms, subject to customary exceptions and qualifications, and complies with the provisions hereof. Guarantors may, but shall not be required to, execute supplemental indentures that do not modify such Guarantor’s
      Note Guarantee. The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

   

  SECTION 904. Effect of Amendments, Supplements or Waivers. Upon the execution of any
      supplemental indenture, amendment or waiver under this Article, this Indenture shall be modified in accordance therewith, and such amendment, supplement or waiver shall form a part of this Indenture for all purposes; and every Holder of Notes
      theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

   

  SECTION 905. [Reserved].

   

  SECTION 906. Reference in Notes to Supplemental Indentures. Notes authenticated and
      delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the
      Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for
      Outstanding Notes. Failure to make the appropriate notation or issue a new Note pursuant to this Section 906 will not affect the validity and effect of such supplement, amendment or waiver.

   

  
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  SECTION 907. Notice of Supplemental Indentures. Promptly after the execution by the
      Issuer, any Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the Issuer shall give notice thereof to the Holders of each Outstanding Note affected, in the manner provided for in Section 107, setting
      forth in general terms the substance of such supplemental indenture. Failure to deliver such notice pursuant to this Section 907 will not affect the validity and effect of such supplement, amendment or waiver.

   

  ARTICLE Ten

      

      COVENANTS

   

  SECTION 1001.              Payment of Principal, Premium, if any, and Interest. The
      Issuer covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of, and premium, if any, and interest on, the Notes in accordance with the terms of the Notes and this Indenture. Principal, premium, if
      any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer, holds as of 12:00 noon Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and
      sufficient to pay all principal, premium, if any, and interest then due.

   

  SECTION 1002.              Maintenance of Office or Agency. The Issuer will maintain in
      the continental United States an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer in respect of the
      Notes and this Indenture may be served. The Corporate Trust Office of the Trustee shall be such office or agency of the Issuer in continental United States, unless the Issuer shall designate and maintain some other office or agency for one or more of
      such purposes. The Issuer will give prompt written notice to the Trustee of any change in the location of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee
      with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders,
      notices and demands.

   

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

   

  SECTION 1003.              Money for Notes Payments to Be Held in Trust. If the Issuer
      shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of, or premium, if any, or interest on, any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient
      to pay the principal, or premium, if any, or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee in writing of its action or failure so to act.

   

  
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  Whenever the Issuer shall have one or more Paying Agents for the Notes, it will, on or before
      each due date of the principal of, or premium, if any, or interest on, any Notes in accordance with Section 1001, deposit with a Paying Agent a sum sufficient to pay the principal, interest or premium, if any, so becoming due, such sum to be held in
      trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee in writing of such action or any failure so to act.

   

  Each Paying Agent agrees:

   

  		(1)	that it will hold all sums received by it as Paying Agent for the payment of the principal of or interest on any Notes in trust for the benefit of the Holders or of the
            Trustee;


   

  		(2)	that it will give the Trustee notice of any failure by the Issuer to make any payment of the principal of or interest on any Notes and any other payments to be made by or
            on behalf of the Issuer under this Indenture or the Notes when the same shall be due and payable; and


   

  		(3)	that it will pay any such sums so held in trust by it to the Trustee forthwith upon the Trustee’s written request at any time during the continuance of the failure
            referred to in clause (2) above.


   

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

   

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

   

  SECTION 1004.              Organizational Existence. Subject to Article Eight, the
      Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its organizational existence and its organizational rights (charter and statutory) and franchises; provided, however, that the
      Issuer shall not be required to preserve any such right or franchise if the Board of Directors of the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Subsidiaries, taken
      as a whole. Notwithstanding the foregoing, this Section 1004 shall not apply to the consummation of the Transactions.

   

  
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  SECTION 1005.              [Reserved].

   

  SECTION 1006.              [Reserved].

   

  SECTION 1007.              [Reserved].

   

  SECTION 1008.              Statement by Officer as to Default.

   

  (a)         The Issuer will deliver to the Trustee within 120 days after the end of each fiscal
      year, a brief certificate (which need not comply with the requirements of the definition of “Officer’s Certificate” set forth herein) from the principal executive officer, the principal financial officer, the treasurer or the principal accounting
      officer, or the equivalent, of the Issuer on its behalf as to his or her knowledge of the Issuer’s and the Guarantors’ compliance with all covenants and agreements under this Indenture required to be complied with by the Issuer or such Guarantor.
      Such certificate need not include a reference to any non-compliance that has been fully cured prior to the date as of which such certificate speaks.

   

  (b)         When any Default has occurred and is continuing under this Indenture, the Issuer
      shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officer’s Certificate specifying such event, notice or other action within fifteen Business Days of any Officer becoming aware of such occurrence.

   

  SECTION 1009.              Reports and Other Information. 

   

  (a)         Notwithstanding that the Issuer may not be required to be or remain subject to the
      reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Issuer will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as any Notes are Outstanding, the annual reports, information,
      documents and other reports that the Issuer is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Issuer were so subject.

   

  (b)         Notwithstanding the foregoing, the Issuer will not be obligated to file such
      reports with the SEC if the SEC does not permit such filing; provided, however, in such case, the Issuer shall provide such information to the Trustee and the Holders, prospective investors that certify they are qualified institutional
      buyers, securities analysts and market makers (“Permitted Parties”) by the date the Issuer would be required to file such information pursuant to the preceding paragraph. The requirements set forth in this paragraph and the preceding paragraph
      may be satisfied by delivering such information electronically to the Trustee and posting copies of such information on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which Permitted Parties are given
      access and to which such information is posted.

   

  (c)         For so long as the Issuer is subject to the reporting requirements of Section 13(a)
      or 15(d) of the Exchange Act, the Issuer shall use its commercially reasonable efforts, consistent with its judgment as to what is prudent at the time, to participate in quarterly and annual conference calls to discuss results of operations with
      Permitted Parties. The Issuer shall issue a press release which will provide the date and time of any such call and will direct Permitted Parties to contact the investor relations office of the Issuer to obtain access to the conference call.

   

  
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  (d)         At any time when the Issuer is not subject to the reporting requirements of Section
      13 or 15(d) of the Exchange Act, the Issuer shall use its reasonable efforts to participate in quarterly and annual private conference calls to discuss results of operations with Permitted Parties within 15 Business Days after the date on which
      quarterly and annual, as the case may be, reports are required to be furnished under this Indenture. The Issuer shall employ commercially reasonably means expected to reach Permitted Parties no fewer than three Business Days prior to the date of the
      conference call required to be held to announce the time and date of such conference call and either including all information necessary to access the call or directing Permitted Parties to contact the appropriate person at the Issuer to obtain such
      information.

   

  (e)         At any time when the Issuer is not subject to the reporting requirements of Section
      13 or 15(d) of the Exchange Act, the Issuer will furnish to Holders and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes
      are “restricted securities” under Rule 144 under the Securities Act.

   

  (f)          Notwithstanding anything else contained in this Indenture, if the Issuer has filed
      with the SEC the reports described in the preceding paragraphs (including via the EDGAR system or any successor electronic filing system), the Issuer shall be deemed to be in compliance with clauses (a), (b) and (e) above. Prior to the Effective
      Date, so long as the Company owns 100% of the Capital Stock of the Escrow Issuer, and files reports with the SEC in accordance with Section 13 or 15(d) of the Exchange Act, whether voluntarily or otherwise, in compliance with this Section 1009, then
      the Escrow Issuer shall be deemed to be in compliance with clauses (a), (b) and (e) above.

   

  (g)         Delivery of reports, information and documents to the Trustee is for informational
      purposes only and its receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants under this
      Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with
      respect to any reports or other documents filed with the SEC or EDGAR or website under this Indenture, or participate in any conference calls.

   

  SECTION 1010.              Limitation on Liens.

   

  (a)         From and after the Effective Date, the Issuer shall not, and shall not permit any
      of its Subsidiaries to, create, incur or assume any Lien (a “Subject Lien”) to secure Indebtedness of the Issuer, any Subsidiary of the Issuer or any other Person, upon (1) any Collateral, unless such Subject Lien is a Permitted Lien; or (2)
      any Principal Property that is not, or required to become, Collateral, (A) without securing the Notes equally and ratably with (but without regard to the control of remedies) or, at the option of the Issuer, prior to, such other Indebtedness for so
      long as such other Indebtedness is so secured, or (B) unless such Subject Lien is a Permitted Lien. Any Lien that is granted to secure the Notes under clause (a)(2)(A) of this Section 1010 shall be automatically released and discharged at the same
      time as the release of the Subject Lien that gave rise to the obligation to secure the Notes under such clause. The restriction in clause (a)(2)(A) of this Section 1010 shall not apply to any Subsidiary that constitutes an Excluded Subsidiary for so
      long as it constitutes an Excluded Subsidiary.

   

  (b)         Except to the extent expressly set forth in specific clauses of the definition of
      Permitted Liens, any Subject Lien on Collateral constituting a Permitted Lien that is created, incurred or permitted to exist by the Issuer or any Guarantor pursuant to clause (a)(1) of Section 1010 may, at the Issuer’s election, have a lien priority
      that is senior to, junior to or equal with the lien priority for the Liens on such Collateral securing the Notes and the Guarantees.

   

  
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  (c)         If the Issuer or any Guarantor creates any Lien upon any property or assets to
      secure any Equal Priority Obligations, it must substantially concurrently grant a Lien upon such property or assets as security for the Notes or the applicable Guarantee such that the property or assets subject to such Lien becomes Collateral subject
      to Equal Lien Priority, except to the extent such property or assets constitutes cash or cash equivalents required to secure only letter of credit obligations under any Credit Facility.

   

  SECTION 1011.              Limitation on Subsidiary Debt.

   

  (a)         From and after the Effective Date, the Company will not permit any of its
      Subsidiaries (other than any Excluded Subsidiary for so long as it constitutes an Excluded Subsidiary) to create, assume, incur, Guarantee or otherwise become liable for or suffer to exist any Indebtedness (any such Indebtedness of a Subsidiary of
      the Issuer, “Subsidiary Debt”), without, within 60 days of creating, assuming, incurring, Guaranteeing or otherwise becoming liable for or suffering to exist such Subsidiary Debt, entering into a supplemental indenture pursuant to which it
      agrees to provide a Note Guarantee. Notwithstanding anything else in this Indenture, the Notes or any Note Guarantee, a Subsidiary of the Issuer will not be required to provide a Note Guarantee pursuant to the foregoing restriction or otherwise as a
      result of such Subsidiary creating, assuming, incurring, Guaranteeing or otherwise becoming liable for or suffering to exist any Subsidiary Debt described in clauses (1) through (12) below:

   

  		(1)	Indebtedness of a Person existing at the time it is merged, combined, amalgamated or consolidated with or into any such Subsidiary or at the time of a sale, lease or
            other disposition of the properties and assets of such Person (or a division thereof) as an entirety or substantially as an entirety to any such Subsidiary and is assumed by such Subsidiary; provided that such Indebtedness was not
            incurred in contemplation thereof and is not Guaranteed by any other Subsidiary (other than any Guarantee existing at the time of such merger, combination, amalgamation, consolidation or sale, lease or other disposition of properties and assets
            and that was not issued in contemplation thereof);


   

  		(2)	Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Issuer; provided that any such Indebtedness was not incurred in
            contemplation thereof;


   

  		(3)	Indebtedness owed to the Issuer or any Subsidiary of the Issuer;


   

  		(4)	Indebtedness (including Finance Lease Obligations), Disqualified Stock and preferred stock incurred or issued by the Issuer or any Subsidiary of the Issuer, to finance
            the purchase, lease, construction, installation, development, repair, replacement or improvement of property (real or personal) or equipment that is used or useful in a similar business to that of the Issuer or any Subsidiary, including through
            the direct purchase of assets or the Capital Stock of any Person owning such assets, and all Permitted Refinancing Indebtedness incurred to refinance any Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (4);
            provided, however, that such Indebtedness exists at the date of such purchase, lease, construction, installation, repair, replacement or improvement or is created within 270 days of the completion thereof;


   

  
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  		(5)	Indebtedness or Guarantees in respect of netting services, business credit card programs, overdraft protection and other treasury, depository and cash management services
            or incurred in connection with any automated clearing-house transfers of funds or other fund transfer or payment processing services;


   

  		(6)	Indebtedness or Guarantees arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in
            the ordinary course of business; provided that any such Indebtedness or Guarantee is extinguished within five Business Days of its incurrence;


   

  		(7)	(i) reimbursement obligations incurred in the ordinary course of business with respect to letters of credit, bankers’ acceptances, bank guarantees, warehouse receipts or
            similar facilities issued or entered into in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property,
            casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement or indemnification obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee
            benefits or property, casualty or liability insurance or self-insurance and (ii) Indebtedness of any Subsidiary supported by a letter of credit issued pursuant to any Credit Facility, in a principal amount not in excess of the stated amount of
            such letter of credit;


   

  		(8)	client advances and deposits received in the ordinary course of business;


   

  		(9)	(a) Indebtedness or Guarantees incurred by Foreign Subsidiaries; provided that, (i) as of the date such Indebtedness is incurred, and after giving effect to such
            incurrence, the aggregate principal amount outstanding pursuant to this clause (9) does not exceed the greater of (i) $450.0 million and (ii) 4.50% of Consolidated Total Assets of the Issuer measured as of the date any such Indebtedness is
            incurred (after giving pro forma effect to the application of the net proceeds therefrom and any transaction in connection with which such Indebtedness is being incurred) and (b) Indebtedness of any Finance Subsidiary and the extension,
            renewal, replacement or refinancing thereof;


   

  		(10)	Indebtedness or Guarantees incurred (i) in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security
            benefits, unemployment or other insurance obligations, reclamation and statutory obligations, (ii) in connection with the financing of insurance premiums or self-insurance obligations or take-or-pay obligations contained in supply agreements,
            and (iii) in respect of guarantees, warranty or contractual service obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit and banker’s acceptances for operating purposes or to secure
            any Indebtedness or other obligations referred to in clauses (1) through (8) or this clause (10), payment (other than for payment of Indebtedness) and completion Guarantees, in each case provided or incurred (including Guarantees thereof) in
            the ordinary course of business;


   

  
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  		(11)	Indebtedness outstanding on the Issue Date (other than the Subsidiaries’ Guarantees of the Existing Credit Facilities, the Amended and Restated Credit Facilities, the
            2028 Notes and the 2029 Notes) and any Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, replace, defease or discharge, any Indebtedness existing on the Issue Date or referred to, or
            incurred under, clauses (1), (2), (4) or (9)(a) above or (12) below; provided, however, that any Permitted Refinancing Indebtedness incurred pursuant to this clause (11) with respect to clauses (1), (2), (4) or (9)(a) above or (12)
            below, as the case may be, shall, for purposes of determining amounts outstanding and the availability under the applicable such clause, be deemed to be outstanding under such clauses (1), (2), (4) or (9)(a) above or (12) below, as applicable,
            and not this clause (11);


   

  		(12)	Indebtedness or Guarantees created or incurred by any Subsidiary of the Issuer, if, as of the date such Indebtedness is incurred and after giving effect to such
            incurrence, Aggregate Net Availability Debt does not exceed the greatest of (a) $4,095.0 million, (b) 15% of the Consolidated Net Tangible Assets of the Issuer measured as of the date any such Indebtedness is incurred (after giving pro forma
            effect to the application of the net proceeds therefrom and any transaction in connection with which such Indebtedness is being incurred) and (c) 3.75 times EBITDA of the Issuer for the Applicable Measurement Period; or


   

  		(13)	Permitted Securitizations; provided that, as of the date such Indebtedness is incurred, and after giving effect to such incurrence, the aggregate principal amount
            outstanding pursuant to this clause (13) does not exceed $125.0 million.


   

  (b)         Any such Subsidiary also may, without Guaranteeing the payment of the principal of,
      or premium, if any, or interest on, the Notes, extend, renew, replace, refinance or refund any Subsidiary Debt permitted pursuant to Section 1011(a); provided that any Subsidiary Debt incurred to so extend, renew, replace, refinance or
      refund shall be incurred within 360 days of the maturity, retirement or other repayment or prepayment of the Subsidiary Debt being extended, renewed, replaced, refinanced or refunded and the principal amount of the Subsidiary Debt incurred to so
      extend, renew, replace, refinance or refund shall not exceed the principal amount of Subsidiary Debt being extended, renewed, replaced, refinanced or refunded plus any premium or fee (including tender premiums) or other reasonable amounts payable,
      plus the amount of fees, expenses and other costs incurred, in connection with any such extension, renewal, replacement, refinancing or refunding.

   

  (c)         For purposes of determining compliance with this Section 1011, (i) any other
      obligation of the obligor on such Indebtedness (or of any other Person who could have incurred such Indebtedness under this Section 1011 under clauses (a)(1) through (a)(13) above) arising under any Guarantee, Lien or letter of credit, bankers’
      acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal
      amount of such Indebtedness; (ii) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Subsidiary Debt described in clauses (a)(1) through (a)(13) above, the Issuer will be permitted to classify such item
      of Indebtedness on the date of its incurrence, and such item of Indebtedness will be treated as having been incurred pursuant to only one of such categories; and (iii) the accrual of interest, the accretion or amortization of original issue discount,
      the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, will not be deemed to be an incurrence of Indebtedness for purposes of this Section 1011.

   

  
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  (d)         For purposes of determining compliance with any U.S. dollar-denominated restriction
      on the incurrence of Indebtedness, where the Indebtedness incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. dollar equivalent determined on the date of the incurrence of such Indebtedness; provided,
        however, that if any such Indebtedness denominated in a different currency is subject to a currency agreement with respect to U.S. dollars covering all principal, premium, if any, or interest payable on such Indebtedness, the amount of such
      Indebtedness expressed in U.S. dollars will be as provided in such currency agreement. The principal amount of any refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the U.S. dollar equivalent of the
      Indebtedness being refinanced, except to the extent that (1) such U.S. dollar equivalent was determined based on a currency agreement, in which case the refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2)
      the principal amount of the refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the U.S. dollar equivalent of such excess will be determined on the date such refinancing Indebtedness is incurred.
      The maximum amount of Indebtedness that any Subsidiary of the Issuer may incur pursuant to this Section 1011 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in exchange rates or
      currency values.

   

  (e)         The amount of any Indebtedness outstanding as of any date will be:

   

  		(1)	the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;


   

  		(2)	the principal amount of the Indebtedness, in the case of any other Indebtedness; and


   

  		(3)	in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:


   

  (A)       the fair market value of such assets at the date of determination; and

   

  (B)       the amount of the Indebtedness of the other Person.

   

  SECTION 1012.              Limitation on Sale and Leaseback Transactions.

   

  (a)         From and after the Effective Date, the Issuer will not, nor will it permit any of
      its Subsidiaries to, enter into any arrangement with any other Person pursuant to which the Issuer or any of its Subsidiaries leases any Principal Property or property or assets that constitutes Collateral that has been or is to be sold or
      transferred by the Issuer or the Subsidiary to such other Person (a “Sale and Leaseback Transaction”).

   

  (b)         The following Sale and Leaseback Transactions are not subject to the limitation
      above or the restrictions set forth in Section 1010:

   

  		(1)	temporary leases for a term, including renewals at the option of the lessee, of not more than three years;


   

  		(2)	leases between only the Issuer and a Subsidiary of the Issuer or only between Subsidiaries of the Issuer or leases with an Excluded Subsidiary for so long as it
            constitutes an Excluded Subsidiary;


   

  		(3)	leases where the proceeds from the sale of the subject property are at least equal to the fair market value (as determined in good faith by the Issuer) of the subject
            property and the Issuer applies an amount equal to the net proceeds of the sale to the retirement of long term Indebtedness or the purchase, construction, development, expansion or improvement of other property or equipment used or useful in
            its business, within 270 days of the closing date of such sale; provided that in lieu of applying such amount to the retirement of long-term Indebtedness, the Issuer may deliver Notes to the Trustee or other debt securities to the
            trustee of such long-term Indebtedness for cancellation; and


   

  
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  		(4)	leases of property executed by the time of, or within 270 days after the latest of, the acquisition, the completion of construction, development, expansion or
            improvement, or the commencement of commercial operation, of the subject property.


   

  (c)         Notwithstanding the foregoing, the Issuer and its Subsidiaries may enter into any
      Sale and Leaseback Transaction that would otherwise be subject to the restrictions set forth in the first paragraph above, if after giving effect thereto and at the date of determination, Aggregate Net Availability Debt does not exceed the greatest
      of (a) $4,095.0 million, (b) 15% of the Consolidated Net Tangible Assets of the Issuer measured as of the closing date of such Sale and Leaseback Transaction and (c) 3.75 times EBITDA of the Issuer for the Applicable Measurement Period.

   

  SECTION 1013.              Change of Control Repurchase Event.

   

  (a)         If a Change of Control Repurchase Event occurs, unless the Issuer at such time has
      given notice of redemption pursuant to Article Four or Eleven with respect to all the Outstanding Notes and all conditions to such redemption have been either satisfied or waived, each Holder will have the right to require the Issuer to repurchase
      all or any part (in a principal amount equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer to repurchase on the terms described below (the “Change of Control Offer”). In the Change
      of Control Offer, the Issuer will offer a price in cash (the “Change of Control Payment”) equal to 101.00% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to, but not
      including the date of purchase, subject to the rights of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Payment Date. Within 30 days following any
      Change of Control Repurchase Event, unless the Issuer at such time has given notice of redemption pursuant to Article Four or Eleven with respect to all of the Outstanding Notes, the Issuer will mail by first class mail or overnight mail, with a copy
      to the Trustee sent in the same manner, to each Holder (such mailing to be sent to the address of such Holder appearing in the Note Register or otherwise delivered in accordance with the procedures of the Depositary) and to the Trustee describing the
      transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or
      otherwise sent (the “Change of Control Payment Date”), and such notice shall include the following information:

   

  		(1)	that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to
            accrue interest on the Change of Control Payment Date;


   

  		(2)	if such notice is delivered prior to the occurrence of a Change of Control Repurchase Event, stating that the Change of Control Offer is conditional on the occurrence of
            such Change of Control Repurchase Event and if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as the Change of Control Repurchase Event shall occur, or that such
            redemption may not occur and such notice may be rescinded in the event that the Issuer shall determine that such condition will not be satisfied by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and


   

  
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  		(3)	the other instructions, as determined by the Issuer, consistent with this Section 1013, that a Holder must follow.


   

  (b)         The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act
      and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of
      any securities laws or regulations conflict with the provisions of this Section 1013, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 1013 by
      virtue of such compliance, and the foregoing procedures will be deemed modified as necessary to permit such compliance.

   

  (c)          On the Change of Control Payment Date, the Issuer shall, to the extent lawful,

   

  		(1)	accept for payment all Notes or portions of Notes (in a principal amount equal to $2,000 or an integral multiple of $1,000 in excess thereof) properly tendered and not
            withdrawn pursuant to the Change of Control Offer,


   

  		(2)	deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered and not withdrawn and


   

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


   

  (d)         In the event that the Issuer makes a Change of Control Payment, the Paying Agent
      shall promptly mail or deliver to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a
      new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount equal to $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer
      shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

   

  (e)         The Issuer shall not be required to make a Change of Control Offer following a
      Change of Control Repurchase Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the
      Issuer and purchases all such Notes properly tendered and not withdrawn under such Change of Control Offer, or (2) a notice of redemption has been given pursuant to Article Four or Article Eleven at any time prior to 30 days following any Change of
      Control Repurchase Event with respect to all outstanding Notes, unless and until there is a Default in the payment of the applicable redemption price. Notwithstanding anything else herein, a Change of Control Offer may be made in advance of a Change
      of Control Repurchase Event, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of the making of such Change of Control Offer.

   

  
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  SECTION 1014.              Escrow Fundings. Notwithstanding anything else in this
      Indenture or the Notes, nothing contained in this Indenture shall restrict or prohibit (a) the formation of a Future Escrow Subsidiary, (b) the holding of any Future Escrow Funds in any Future Escrow Account and the granting or existence of any Liens
      on any Future Escrow Account or the Future Escrow Funds or pursuant to any Future Escrow Account Document, in each case, in favor of the applicable Future Escrow Agent (or its designee), (c) any transactions by and among the Issuer or one or more of
      its Subsidiaries, on the one hand, and any Future Escrow Subsidiary, on the other hand, in connection with transactions contemplated by any Future Escrow Debt Documents and (d) any Investment in a Future Escrow Subsidiary (it being understood that
      for so long as the applicable Future Escrow Funds remain in the Future Escrow Account and the corresponding Future Escrow Debt is solely the obligation of the Future Escrow Subsidiary, any such Future Escrow Debt shall not constitute Indebtedness and
      shall be disregarded when determining the amount of Aggregate Net Availability Debt).

   

  SECTION 1015.              Escrow Agreement.

   

  (a)         Concurrently with the issuance of the Initial Notes on the Issue Date, the Escrow
      Issuer shall enter into the Escrow Agreement, pursuant to which the Escrow Issuer shall deposit or cause to be deposited in a segregated escrow account (the “Escrow Account”) with the Escrow Agent (i) an amount in cash equal to the gross
      proceeds of the offering of the Initial Notes issued on the Issue Date and (ii) an additional amount in cash that, when taken together with the gross proceeds deposited into the Escrow Account, will be sufficient to pay the Special Mandatory
      Redemption Price on the third Business Day following December 14, 2022, if a Special Mandatory Redemption were to occur on such date (together with any investment earnings thereon, the “Escrowed Funds”). If at any time prior to the release of
      the Escrowed Funds in accordance with the terms of the Escrow Agreement (the “Escrow Release”) the Outside Date is extended as described in Section 1109(a)(i), the Escrow Issuer shall deposit or cause to be deposited into the Escrow Account
      prior to or on the third Business Day following the date on which the Outside Date would have occurred had the Outside Date not been extended, an additional amount of cash that, when taken together with the Escrowed Funds (including any amounts
      previously deposited into the Escrow Account pursuant to this sentence), will be sufficient to pay the Special Mandatory Redemption Price on the third Business Day following the date to which the Outside Date was extended, if a Special Mandatory
      Redemption were to occur on such date.

   

  (b)         Pursuant to the Escrow Agreement, from the Issue Date until the Escrow Release, the
      Trustee shall, for the benefit of the Trustee and the Holders of the Notes, be granted a first-priority Lien on and security interest in the Escrow Account and all deposits and investment property therein to secure the payment of the Special
      Mandatory Redemption Price; provided, however, that such Lien and security interest shall be automatically extinguished on and terminate at the time of the Escrow Release.

   

  (c)         The Issuer shall only be entitled to direct the Escrow Agent to release the
      Escrowed Funds upon satisfaction of the conditions set forth in the Escrow Agreement, which shall be certified in writing by the Issuer in an Officer’s Certificate delivered to the Trustee and the Escrow Agent contemporaneously with the release of
      any Escrowed Funds.

   

  SECTION 1016.              Limitations on Activities Prior to the Escrow Merger

   

  (a)         Prior to the Escrow Merger, the Escrow Issuer shall remain a Wholly Owned
      Subsidiary of the Company and shall limit its activities to (i) issuing the Initial Notes, (ii) performing its obligations under this Indenture, the Purchase Agreement and the Escrow Agreement (including the granting of a security interest in the
      Escrowed Funds), (iii) instructing the Escrow Agent with respect to the investment of the Escrowed Funds in accordance with the terms of the Escrow Agreement, (iv) consummating the Escrow Merger, (v) redeeming the Notes on the Special Mandatory
      Redemption Date, if applicable and (vi) conducting such other activities as are necessary or appropriate to carry out the activities described in this Section 1016. Prior to the Escrow Merger, subject to Section 1016(b), the Escrow Issuer will not
      own, hold or otherwise have any interest in any assets other than the Escrowed Funds. The Escrow Issuer shall not engage in any business operations or other activities, including, notwithstanding anything to the contrary contained in this Indenture,
      incurring Indebtedness, issuing Disqualified Stock, selling assets or incurring or permitting to exist any Lien on any of its properties, other than those contemplated by this Section 1016.

   

  
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  (b)         Notwithstanding the above, the Escrow Issuer may, prior to or on the Effective
      Date, issue senior notes in an aggregate amount of up to $895.0 million, the proceeds of which must be deposited in a segregated account with the Escrow Agent in accordance with the terms of an escrow agreement with terms that are substantially
      identical to the terms of the Escrow Agreement (a ‘‘Related Escrow Agreement’’), perform its obligations in respect of such senior notes under the related indenture (which must provide for the special mandatory redemption of such senior notes
      on substantially identical terms as Section 1109), a related purchase agreement and a Related Escrow Agreement, instruct the Escrow Agent with respect to the investment of escrowed funds in accordance with the terms of such Related Escrow Agreement,
      redeem such senior notes on the Special Mandatory Redemption Date, if applicable, and conduct such other activities as are necessary or appropriate to carry out the foregoing activities.

   

  SECTION 1017.              After-Acquired Collateral.

   

  (a)         From and after the Effective Date, and subject to certain limitations and
      exceptions, if the Issuer or any Guarantor (a) acquires a Material Real Estate Asset or (b) acquires any other property or asset (other than any property or asset constituting Excluded Property) that would constitute Collateral to secure any Equal
      Priority Obligations, other than any such property or asset constituting Collateral under the Security Documents in which the Notes Collateral Agent shall have a valid, legal and perfected security interest (with the priority contemplated by the
      applicable Security Document), the Issuer and or such Guarantor must, within 60 days (or 120 days in the case of any Material Real Estate Asset) of the occurrence of the relevant event (or such longer period as the Controlling Collateral Agent may
      agree to in writing), grant a first-priority perfected security interest (subject to Permitted Liens and certain other exceptions) upon such Collateral, as security for the Secured Notes Obligations.

   

  (b)         The Trustee and the Notes Collateral Agent will have no obligation to monitor the
      acquisition of any additional property or asset that constitutes Collateral or the perfection of any security interests therein, which shall be the sole responsibility of the Issuer and/or Guarantors, as applicable.

   

  ARTICLE Eleven

      

      REDEMPTION OF NOTES

   

  SECTION 1101.              Right of Redemption.

   

  (a)         At any time prior to the Par Call Date, the Issuer may at its option on any one or
      more occasions redeem all or a part of the Notes, upon notice as set forth in Section 1105, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) (a) the sum of the
      present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day
      months, at the Treasury Rate, plus 35 basis points less (b) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, if any, to the
      Redemption Date.

   

  
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  (b)         On and after the Par Call Date, the Issuer may at its option on any one or more
      occasions redeem all or a part of the Notes, upon notice as set forth in Section 1105, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to the Redemption Date.

   

  (c)         The Issuer’s actions and determinations in determining the Redemption Price shall
      be conclusive and binding for all purposes, absent manifest error. The Issuer will notify the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall not be responsible or liable for any calculation of the
      Redemption Price or of any component thereof, or for determining whether manifest error has occurred.

   

  (d)         Notice of any redemption will be mailed or electronically delivered (or otherwise
      transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed.

   

  (e)         On and after the Redemption Date of any Notes, interest will cease to accrue on
      such Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest. On or before the Redemption Date, the Issuer will deposit with a paying agent, or the Trustee, money
      sufficient to pay the Redemption Price of and accrued interest on the Notes to be redeemed on such date. In the case of a partial redemption of Notes, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the
      Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion
      of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as
      the Notes are held by The Depository Trust Company (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.

   

  SECTION 1102.              [Reserved].

   

  SECTION 1103.              [Reserved].

   

  SECTION 1104.              [Reserved].

   

  SECTION 1105.              Notice of Redemption. Notice of redemption shall be given in
      the manner provided for in Section 107 not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder to be redeemed.

   

  All notices of redemption pursuant to Section 1101 shall identify the Notes and state:

   

  		(1)	the Redemption Date,


   

  		(2)	the Redemption Price (or manner of calculation if not then known) and the amount of accrued interest to the Redemption Date payable as provided in Section 1107, if any,


   

  
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  		(3)	if less than all Outstanding Notes are to be redeemed, the identification (and, in the case of a partial redemption, the principal amounts) of the particular Notes to be
            redeemed,


   

  		(4)	in case any Note is to be redeemed in part only, the notice which relates to such Note shall state that on and after the Redemption Date, upon surrender of such Note, the
            Holder will receive, without charge, a new Note or Notes of authorized denominations for the principal amount thereof remaining unredeemed,


   

  		(5)	that on the Redemption Date the Redemption Price (and accrued interest, if any, to the Redemption Date payable as provided in Section 1107) will become due and payable
            upon each such Note, or the portion thereof, to be redeemed, and that, if the redemption occurs, interest thereon will cease to accrue on and after said date,


   

  		(6)	the place or places where such Notes are to be surrendered for payment of the Redemption Price and accrued interest, if any,


   

  		(7)	the name and address of the Paying Agent,


   

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


   

  		(9)	the CUSIP, ISIN or “Common Code” number and that no representation is made as to the accuracy or correctness of the CUSIP, ISIN or “Common Code” number, if any, listed in
            such notice or printed on the Notes, and


   

  		(10)	the clause of Section 1101 and/or the paragraph of the Notes pursuant to which the Notes are to be redeemed.


   

  The Issuer or its Affiliates may acquire Notes by means other than a redemption, whether by
      tender offer, open market purchases, negotiated transactions or otherwise, so long as such acquisition does not otherwise violate the terms of this Indenture.

   

  SECTION 1106.              [Reserved].

   

  SECTION 1107.              [Reserved].

   

  SECTION 1108.              [Reserved].

   

  SECTION 1109.              Special Mandatory Redemption.

   

  (a)         If (i) the Acquisition is not completed on or before December 14, 2022 (or the
      fifth Business Day following such later date on or before June 14, 2023 to which the End Date (as defined in the Merger Agreement) is extended in accordance with the Merger Agreement) (the “Outside Date”), (ii) the Company notifies the Escrow
      Agent in writing that in its reasonable judgment the Acquisition will not be consummated on or prior to the Outside Date or (iii) the Company or the Escrow Issuer notifies the Escrow Agent in writing that the Merger Agreement has been terminated in
      accordance with its terms, then the Issuer shall cause the Escrow Agent to release the Escrowed Funds (including investment earnings thereon and proceeds thereof) to the Trustee, on the third Business Day succeeding (a) the Outside Date (in the case
      of clause (i)) or (b) the date of such notice (in the case of clause (ii) or (iii)), as the case may be (such third Business Day, the “Special Mandatory Redemption Date”), and the Trustee shall pay the amounts to the paying agent for payment
      to the holders of the Notes (the “Special Mandatory Redemption”) at a redemption price calculated by the Company equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest from the Issue Date to, but
      excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”).

   

  
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  (b)          Notice of the Special Mandatory Redemption shall be sent by the Issuer no later
      than the next Business Day following the Outside Date to each Holder of the Notes, the Trustee and the Escrow Agent. All notices of the Special Mandatory Redemption shall state:

   

  		(1)	the Special Mandatory Redemption Date;


   

  		(2)	the Special Mandatory Redemption Price;


   

  		(3)	that on the Special Mandatory Redemption Date, the Special Mandatory Redemption Price shall become due and payable;


   

  		(4)	the place or places where the Notes are to be surrendered for payment of the Special Mandatory Redemption Price;


   

  		(5)	that the Notes shall cease to bear interest on and after the Special Mandatory Redemption Date; and


   

  		(6)	the CUSIP and/or ISIN numbers, if any, printed on the Notes; provided, however, that such notice may state that no representation is made as to the correctness
            of such numbers.


   

  (c)         On the Special Mandatory Redemption Date, the Trustee shall pay to the Escrow
      Issuer any Escrowed Funds (including investment earnings thereon and proceeds thereof) in excess of the amount necessary to effect the Special Mandatory Redemption on the Notes on the Special Mandatory Redemption Date.

   

  (d)         The Notes shall, on the Special Mandatory Redemption Date, become due and payable,
      and shall be paid by the Issuer, at the Special Mandatory Redemption Price. The Notes shall cease to bear interest on and after the Special Mandatory Redemption Date.

   

  ARTICLE Twelve

      

      GUARANTEES

   

  SECTION 1201.              Note Guarantees. Subject to this Article Twelve, each
      Guarantor jointly and severally, fully and unconditionally Guarantees, on a senior basis, the Notes and Obligations of the Issuer hereunder and thereunder, and Guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the
      Trustee for itself and on behalf of such Holder, that: (1) the principal of, and interest and premium, if any, on, the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would
      become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the
      Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) 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, subject, however, in the case of clauses (1) and (2) above, to the
      limitation set forth in Section 1204 hereof.

   

  
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  Each Guarantor agrees (to the extent permitted by applicable law) 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, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

   

  Each Guarantor waives (to the extent permitted by law) the benefits of diligence,
      presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer 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, this Indenture and such Note Guarantee. Each Guarantor acknowledges that the Note
      Guarantee is a Guarantee of payment, performance and compliance when due and not of collection. Each of the Guarantors agrees that, in the event of a default in payment of principal, interest or premium, if any, with respect to such Note, whether at
      its Stated Maturity, by acceleration, 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 Issuer 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 Holder 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.

   

  If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or
      any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer 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. Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve,
      the Maturity of the obligations Guaranteed hereby may be accelerated as provided in Article Five hereof 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 (2) in the event of any acceleration of such obligation as provided in Article Five hereof, 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.

   

  Each Note Guarantee shall remain in full force and effect and continue to be effective should
      any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the
      Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or
      must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part
      thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

   

  
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  SECTION 1202.              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 to the extent permitted by applicable law.

   

  SECTION 1203.              Additional Guarantors. The Issuer shall cause any Subsidiary
      required to Guarantee payment of the Notes pursuant to the terms and provisions of Section 1011 to execute and deliver to the Trustee any amendment pursuant to Section 901(7) or supplement to this Indenture (in the case of such supplement,
      substantially in the form of Exhibit A) in accordance with the provisions of Article Nine of this Indenture pursuant to which such Subsidiary shall Guarantee all of the obligations on the Notes, whether for principal, premium, if any, interest
      (including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Issuer under any Bankruptcy Law, whether or not such interest is allowed as a claim after such filing in any proceeding
      under such law) and other amounts due in connection therewith (including any fees, expenses and indemnities), on an unsecured senior basis. Upon the execution of any such amendment or supplement, the obligations of the Guarantors and any such
      Subsidiary under their respective Note Guarantees shall become joint and several and each reference to the “Guarantor” in this Indenture shall, subject to Section 1208, be deemed to refer to all Guarantors, including such Subsidiary. Such Note
      Guarantee shall be released in accordance with Section 802 and Section 1208.

   

  SECTION 1204.              Limitation of Guarantors’ Liability. Each Guarantor and by
      its acceptance hereof each Holder confirms that it is the intention of all such parties that the Guarantee by each such Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law,
      the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and
      each such Guarantor irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after
      giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to this Section 1204, result in the obligations of such Guarantor
      under its Note Guarantee constituting such fraudulent transfer or conveyance.

   

  SECTION 1205.              Contribution. In order to provide for just and equitable
      contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under a Note Guarantee, such Funding Guarantor shall be entitled
      to a contribution from all other Guarantors in a pro rata amount based on the Adjusted Net Assets (as defined below) of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that
      Funding Guarantor in discharging the Issuer’s obligations with respect to the Notes or any other Guarantor’s obligations with respect to the Note Guarantee of such Guarantor. “Adjusted Net Assets” of such Guarantor at any date shall mean the
      lesser of (1) the amount by which the fair value of the property of such Guarantor exceeds the total amount of liabilities, including contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on
      such date), but excluding liabilities under the Note Guarantee of such Guarantor at such date and (2) the amount by which the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the
      probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Note Guarantee of such Guarantor, as they become absolute and
      matured.

   

  
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  SECTION 1206.              Subrogation. Each Guarantor shall be subrogated to all
      rights of Holders against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 1201; provided, however, that, if an Event of Default has occurred and is continuing, no Guarantor shall be
      entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full.

   

  SECTION 1207.              Reinstatement. Each Guarantor agrees (and each Person who
      becomes a Guarantor shall agree) that the Note Guarantee provided for in Section 1201 shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is
      rescinded or must otherwise be restored by a Holder to the Issuer upon the bankruptcy or insolvency of the Issuer or any Guarantor.

   

  SECTION 1208.              Release of a Guarantor. Any Note Guarantee by a Guarantor of
      the Notes shall be automatically and unconditionally released and discharged upon:

   

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


   

  		(2)	in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the
            Issuer or a Subsidiary of the Issuer, if such Guarantor ceases to be a Subsidiary of the Issuer as a result of the sale or other disposition;


   

  		(3)	upon the merger or consolidation of such Guarantor with or into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation, or upon the
            liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor;


   

  		(4)	the exercise of the Legal Defeasance of the Notes under Section 1302 hereof, or the Covenant Defeasance of the Notes under Section 1303 hereof, or if the Issuer’s
            obligations under this Indenture are discharged in accordance with Section 401 of this Indenture;


   

  		(5)	in the case of a Guarantor that becomes an Excluded Subsidiary, upon delivery to the Trustee of an Officer’s Certificate certifying that such Guarantor has become an
            Excluded Subsidiary; or


   

  		(6)	upon the release or discharge of the Guarantee by such Subsidiary of such Indebtedness of the Issuer or any Subsidiary, or the repayment of all the Indebtedness, in each
            case, that resulted in an obligation to provide a Note Guarantee (including, the release, discharge or repayment of all outstanding amounts under the Term Loan Facility, the Revolving Facility and the 2028 Notes with respect to any Guarantor
            that provided a Note Guarantee as of the Issue Date).


   

  
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  SECTION 1209.              Benefits Acknowledged. Each Guarantor acknowledges that it
      will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and from its Guarantee and waivers pursuant to its Note Guarantees under this Article Twelve.

   

  SECTION 1210.              Effectiveness of Note Guarantees. This Indenture and the
      Note Guarantees shall be effective upon its execution and delivery by the parties hereto. Each Guarantor agrees that its Note Guarantee pursuant to this Article Twelve shall be effective notwithstanding the absence of an endorsement of any notation
      of such Note Guarantee on the Notes.

   

  SECTION 1211.              Covenant to Guarantee the Notes. On the Effective Date, the
      Escrow Issuer and/or the Company will, and will cause each of its direct and indirect wholly owned Domestic Subsidiaries (other than Excluded Subsidiaries for so long as they constitute Excluded Subsidiaries) that Guarantee the Existing Credit
      Facilities, the Amended and Restated Credit Facilities, any Additional Transaction Financing Debt, the 2028 Notes or the 2029 Notes to Guarantee the Notes.

   

  ARTICLE Thirteen

      

      LEGAL DEFEASANCE AND COVENANT DEFEASANCE

   

  SECTION 1301.              Issuer’s Option to Effect Legal Defeasance or Covenant
        Defeasance. The Issuer may, at its option, at any time, with respect to the Notes, elect to have either Section 1302 or Section 1303 be applied to all Outstanding Notes upon compliance with the conditions set forth below in this Article
      Thirteen.

   

  SECTION 1302.              Legal Defeasance and Discharge. Upon the Issuer’s exercise
      under Section 1301 of the option applicable to this Section 1302, the Issuer and each of the Guarantors shall be deemed to have been discharged from their respective obligations with respect to all Outstanding Notes, the Note Guarantees, this
      Indenture and the applicable Security Documents on the date the conditions set forth in Section 1304 are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Issuer and each of the Guarantors
      shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes (including the Note Guarantees), which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1305 and the other
      Sections of this Indenture referred to in (1) and (2) below, and to have satisfied all its other obligations under such Notes, the Note Guarantees, this Indenture and the Security Documents (and the Trustee, at the expense of the Issuer, shall
      execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of Outstanding Notes to receive payments in respect of the principal of,
      and interest or premium, if any, on, such Notes when such payments are due, from the trust described in Section 1305, (2) the Issuer’s obligations with respect to such Notes under Sections 303, 304, 305, 306, 1002 and 1003 and (3) the rights, powers,
      trusts, duties and immunities of the Trustee and the Notes Collateral Agent hereunder, and the obligations of each of the Guarantors and the Issuer in connection therewith. Subject to compliance with this Section 1302, the Issuer may exercise its
      option under this Section 1302 notwithstanding the prior exercise of its option under Section 1303 with respect to the Notes.

   

  SECTION 1303.              Covenant Defeasance. Upon the Issuer’s exercise under
      Section 1301 of the option applicable to this Section 1303, each of the Issuer and the Guarantors shall be released from its respective obligations under Sections 801 and 1004 and Sections 1009 through and including 1013 with respect to the
      Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not to be “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. For this purpose, such Covenant Defeasance means that, with respect
      to the Outstanding Notes, the Issuer or any Guarantor, as applicable, 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 Event of Default under Section
      501, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

   

  
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  SECTION 1304.              Conditions to Legal Defeasance or Covenant Defeasance. The
      following shall be the conditions to application of either Section 1302 or Section 1303 to the Outstanding Notes:

   

  		(1)	the Issuer shall (A) irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 608 who shall agree
            to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders of such
            Notes; cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, to pay the principal of, and interest or premium, if any, on, the Outstanding Notes on the stated date for payment
            thereof or on the applicable Redemption Date, as the case may be, (B) solely in the case in which Government Securities are being deposited with the Trustee pursuant to the foregoing clause (A), deliver to the Trustee an opinion of an
            investment bank, appraisal firm or firm of independent public accountants, in each case, that is nationally recognized in the United States, stating that such amounts deposited are sufficient to pay the principal of, and interest or premium, if
            any, on, the Outstanding Notes on the stated date for payment thereof or on the applicable Redemption Date, as the case may be, and (C) specify whether the Notes are being defeased to such stated date for payment or to a particular Redemption
            Date; provided, however, that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such Government Securities or combination thereof to said payments with respect to the Notes. Before such a deposit,
            the Issuer may give to the Trustee, in accordance with Section 1103 hereof, a notice of its election to redeem all of the Outstanding Notes at a future date in accordance with Article Eleven hereof, which notice shall be irrevocable. Such
            irrevocable redemption notice, if given, shall be given effect in applying the foregoing;


   

  		(2)	in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the Trustee confirming that,


   

  (A)              the Issuer has received from, or there has been published by, the
      United States Internal Revenue Service a ruling, or

   

  
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  (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, subject to
      customary assumptions and exclusions, the Holders of the Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. Federal income tax on the same
      amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

   

  		(3)	in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the Trustee confirming that, the Holders of the Outstanding
            Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would
            have been the case if such Covenant Defeasance had not occurred;


   

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


   

  		(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 and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which, the Issuer or any of its Subsidiaries is a party or by which any of them is bound;


   

  		(6)	the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over
            the other creditors of the Issuer or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and


   

  		(7)	the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent relating to the Legal
            Defeasance or the Covenant Defeasance, as the case may be, have been complied with.


   

  SECTION 1305.              Deposited Money and Government Securities To Be Held in Trust
        Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 1003, all cash and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
      purposes of this Section 1305, the “Qualifying Trustee”) pursuant to Section 1304 in respect of the Outstanding Notes shall be held in trust and applied by the Qualifying Trustee, in accordance with the provisions of such Notes and this
      Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Qualifying Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of
      principal, interest and premium, if any, but such money or Government Securities need not be segregated from other funds except to the extent required by law.

   

  The Issuer shall pay and indemnify the Qualifying Trustee against any tax, fee or other
      charge imposed on or assessed against the Government Securities deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders
      of the Outstanding Notes.

   

  
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  Anything in this Article Thirteen to the contrary notwithstanding, the Qualifying Trustee
      shall deliver or pay to the Issuer from time to time upon Issuer Request any money or Government Securities held by it as provided in Section 1304 which are in excess of the amount thereof which would then be required to be deposited to effect an
      equivalent Legal Defeasance or Covenant Defeasance, as applicable, in accordance with this Article; provided that, solely in a case involving Government Securities, such determination shall be accompanied by an opinion of an investment bank,
      appraisal firm or firm of independent public accountants, in each case, that is nationally recognized in the United States, expressed in a written certification thereof delivered to the Qualifying Trustee to the effect that such amounts are in excess
      of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance, as applicable, in accordance with this Article.

   

  SECTION 1306.              Reinstatement. If the Trustee or any Paying Agent is unable
      to apply any money or Government Securities in accordance with Section 1305 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and each
      Guarantor’s obligations under this Indenture and the Outstanding Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 1302 or 1303, as the case may be, until such time as the Trustee or Paying Agent is permitted
      to apply all such money or Government Securities in accordance with Section 1305; provided, however, that, if the Issuer makes any payment of principal of, or interest or premium, if any, on, any Note following the reinstatement of
      its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

   

  ARTICLE Fourteen

      

      COLLATERAL AND SECURITY

   

  SECTION 1401.              Security Documents.

   

  (a)          The due and punctual payment of the principal of, premium and interest on the
      Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance
      of all other Obligations of the Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement and the
      Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Secured Notes Obligations, subject to the terms of the Equal Priority
      Intercreditor Agreement and/or any Acceptable Junior Priority Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the
      Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Equal Priority Intercreditor Agreement and/or any Acceptable Junior Priority Intercreditor Agreement. Each Holder, by accepting a Note,
      consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Equal Priority Intercreditor Agreement and any Acceptable Junior Priority
      Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Equal Priority Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement, and
      authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Equal Priority Intercreditor Agreement on the Effective Date, any other Security Document (subject to Section 1408(r)) or any Acceptable Junior Priority
      Intercreditor Agreement entered into after the Effective Date in accordance with Section 14.08(l) and Section 901(16) and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between the
      Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement, any of the other Security Documents and this Indenture, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor
      Agreement, as applicable, shall control. The Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be
      reasonably required by the next sentence of this Section 1401, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time
      constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Guarantors shall, at their sole expense, take
      all actions (including filing UCC and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation,
      perfection and priority (or continuance thereof) of the security interests created or intended to be created by the Security Documents in the Collateral. Such security interests will be created under the Security Documents and other security
      agreements, mortgages, deeds of trust and other instruments and documents in form reasonably necessary to ensure the creation of the security interests created or intended to be created by the Security Documents in the Collateral.

   

  
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  (b)          It is understood and agreed that prior to the discharge of the Credit Facilities
      Obligations, to the extent that the Credit Facilities Collateral Agent is satisfied with or agrees to any deliveries or documents required to be provided in respect of any matters relating to the Collateral or makes any determination in respect of
      any matters relating to the Collateral (including, without limitation, extensions of time (including after the expiration of any relevant period, which may apply retroactively) or waivers for the creation and perfection of security interests in, or
      the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets (including in connection with assets acquired, or Subsidiaries formed or acquired, on or after the Effective Date), clause (13) of the
      definition of Excluded Property and the provision, creation and/or perfection of Liens, the Notes Collateral Agent shall be deemed to be satisfied with or have agreed to such deliveries and/or documents and the determination of the Credit Facilities
      Collateral Agent in respect of any such matters under any Credit Facility shall be deemed to be the determination of the Notes Collateral Agent in respect of such matters under this Indenture and the Security Documents. To the extent the Notes
      Collateral Agent is the Controlling Collateral Agent, determinations referred to in this Section 1401(b) shall be as reasonably determined by the Issuer; provided that the Issuer promptly notifies the Notes Collateral Agent of such determination in
      writing.

   

  (c)                Notwithstanding the foregoing, to the extent that the Lien on any Collateral
      is not or cannot be provided, created and/or perfected on the Effective Date (other than (a) by the execution and delivery of the Security Agreement by the Issuer and the Guarantors and (b) a Lien on Collateral that is of the type that may be
      perfected by the filing of a financing statement under the UCC in the office of the secretary of state (or equivalent office in the relevant states) of the applicable jurisdiction of organization), the Issuer and any applicable Guarantor shall take
      all necessary actions to provide, create and/or perfect such Lien within 90 days (or such longer period as may be agreed by the Notes Collateral Agent in its reasonable discretion) after the Effective Date pursuant to arrangements reasonably
      satisfactory to the Notes Collateral Agent and the Issuer.

   

  
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  SECTION 1402.              Release of Collateral.

   

  (a)         Collateral may be released from the Liens and security interests created by the
      Security Documents at any time and from time to time in accordance with the provisions of the Security Documents, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement and this Indenture. Notwithstanding
      anything to the contrary in the Security Documents, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement and this Indenture, the Issuer and the Guarantors will be entitled to the release of property and
      other assets constituting Collateral from the Liens securing the Notes and the Note Guarantees under any one or more of the following circumstances:

   

  		(1)	to enable the Issuer or any Guarantor to consummate the sale, transfer or other disposition (including by the termination of Finance Lease Obligations or the repossession
            of the leased property in a Finance Lease Obligation by the lessor) of such Collateral to any Person other than the Issuer or any Subsidiary of the Issuer, to the extent such sale, transfer or other disposition is not prohibited by this
            Indenture;


   

  		(2)	with respect to the property and other assets of any Guarantor, concurrently upon the release of such Guarantor from its Note Guarantee;


   

  		(3)	with respect to Collateral that is Equity Interests, upon the dissolution or liquidation of the issuer of such Equity Interests that is not prohibited by this Indenture;


   

  		(4)	with respect to any Collateral that becomes “Excluded Property,” upon it becoming Excluded Property;


   

  		(5)	in accordance with Section 1010;


   

  		(6)	to the extent the Liens on the Collateral securing the Credit Facilities Obligations are released by the Credit Facilities Collateral Agent (other than any release as a
            result of the discharge of the Credit Facilities Obligations), upon the release of such Liens;


   

  		(7)	in connection with any enforcement action taken by the Controlling Collateral Agent in accordance with the terms of the Equal Priority Intercreditor Agreement; or


   

  		(8)	as described under Article Nine of this Indenture.


   

  (b)         The Liens on the Collateral securing the Notes and the Note Guarantees also shall
      automatically and without the need for any further action by any Person to be terminated and released:

   

  		(1)	upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Obligations in respect of the Notes under this Indenture,
            the Note Guarantees and the Security Documents, in each case, other than any contingent obligations (including contingent indemnity obligations not yet due or payable) that are due and payable at or prior to the time such principal, together
            with accrued and unpaid interest, are paid;


   

  		(2)	upon a Legal Defeasance or Covenant Defeasance with respect to the Notes under this Indenture as described under Section 1302 and Section 1303, or a satisfaction and
            discharge of this Indenture with respect to the Notes as described under Section 401; or


   

  		(3)	pursuant to the Equal Priority Intercreditor Agreement and the Security Documents with respect to the Notes,


   

  
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  (c)         In addition, any Lien on any Collateral may be subordinated to the holder of any
      Lien on such Collateral that is created, incurred, or assumed pursuant to clauses (1), (34) and (36) of the definition of “Permitted Liens” to the extent required by the terms of the Obligations secured by such Liens.

   

  (d)         With respect to any release or subordination of any Liens on Collateral, upon
      receipt of an Officer’s Certificate and an Opinion of Counsel, upon which the Trustee or Notes Collateral Agent may conclusively rely without liability, stating that all conditions precedent under this Indenture, the Security Documents, the Equal
      Priority Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement, as applicable, to such release or subordination have been met and that it is permitted for the Trustee or Notes Collateral Agent to execute and deliver the
      documents requested by the Issuer in connection with such release or subordination and any necessary or proper instruments of termination, satisfaction, subordination or release prepared by the Issuer, the Trustee and the Notes Collateral Agent shall
      execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release or subordination of any Collateral permitted to be released or subordinated pursuant to this Indenture, the Security Documents, the Equal
      Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement, as applicable, and shall do or cause to be done (at the Issuer’s expense) all acts reasonably requested of them to release or subordinate such Lien as soon as
      is reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release or subordination undertaken in reliance upon any such Officer’s Certificate and Opinion of Counsel, and notwithstanding any term hereof
      or in any Security Document, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement, as applicable, to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release
      or subordinate any such Lien and security interest, or execute and deliver any such instrument of release or subordination, satisfaction or termination, unless and until it receives such Officer’s Certificate.

   

  SECTION 1403.              Suits to Protect the Collateral.

   

  (a)         Subject to the provisions of Article Six and the Security Documents, the Equal
      Priority Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement, the Trustee may or may direct the Notes Collateral Agent to take all actions it determines in order to:

   

  		(1)	enforce any of the terms of the Security Documents; and


   

  		(2)	collect and receive any and all amounts payable in respect of the Obligations hereunder.


   

  (b)         Subject to the provisions of the Security Documents, the Equal Priority
      Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement, the Trustee and the Notes Collateral Agent shall have power to institute and to maintain such suits and proceedings as the Trustee may determine to prevent any
      impairment of the Collateral by any acts which may be unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may determine to preserve or protect its interests and the interests of
      the Holders in the Collateral. Nothing in this Section 1403 shall be considered to impose any such duty or obligation to act on the part of the Trustee or the Notes Collateral Agent.

   

  SECTION 1404.              Authorization of Receipt of Funds by the Trustee under the
        Security Documents.

   

  Subject to the provisions of the Equal Priority Intercreditor Agreement and any Acceptable
      Junior Priority Intercreditor Agreement, the Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the
      provisions of this Indenture.

   

  
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  SECTION 1405.              Purchaser Protected.

   

  In no event shall any purchaser in good faith of any property purported to be released
      hereunder be bound to ascertain the authority of the Notes Collateral Agent or the Trustee to execute the applicable release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority
      or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article Fourteen to be sold be under any obligation to ascertain or
      inquire into the authority of the Issuers or the applicable Guarantor to make any such sale or other transfer.

   

  SECTION 1406.              Powers Exercisable by Receiver or Trustee.

   

  In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed,
      the powers conferred in this Article Fourteen upon the Issuer or a Guarantor with respect to the release, sale or other disposition of such property 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 Issuer or a Guarantor or of any Officer or Officers thereof required by the provisions of this Article Fourteen; and if the Trustee shall be in the possession of the Collateral under any
      provision of this Indenture, then such powers may be exercised by the Trustee.

   

  SECTION 1407.              Certain Limitations on Collateral.

   

  (a)         Notwithstanding anything in this Indenture or any other Security Document, it is
      understood and agreed that:

   

  		(1)	except with respect to certain promissory notes evidencing intercompany Indebtedness, perfection by possession or “control” shall not be required with respect to any
            promissory notes or other evidences of Indebtedness owned by the Issuer or any Guarantor and constituting Collateral;


   

  		(2)	there shall be no requirements to (i) obtain any landlord waivers, estoppels, collateral access agreements or similar third party agreements or (ii) make filings under
            the Federal Assignment of Claims Act;


   

  		(3)	control agreements shall not be required with respect to deposit accounts or securities accounts;


   

  		(4)	no Security Documents governed under the laws of any jurisdiction outside of the United States, and no actions in any jurisdiction outside of the United States or that
            are necessary to create or perfect any security interest in assets located or titled outside of the United States, shall be required; and


   

  		(5)	there shall be no requirement to deliver to the Controlling Collateral Agent or the Notes Collateral Agent any certificates or instruments representing or evidencing, or
            any stock powers or other instruments of transfer in respect of, Equity Interests in any Subsidiary that is not a Material Subsidiary.


   

  
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  SECTION 1408.              Notes Collateral Agent.

   

  (a)          The Issuer and each of the Holders by acceptance of the Notes hereby designates
      and appoints the Notes Collateral Agent as its agent under this Indenture, the Security Documents, the Equal Priority Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement, and the Issuer and each of the Holders by
      acceptance of the Notes hereby irrevocably authorizes the Notes Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Security Documents, the Equal Priority Intercreditor Agreement and any Acceptable Junior
      Priority Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to the Notes Collateral Agent by the terms of this Indenture, the Security Documents, the Equal Priority Intercreditor Agreement and any
      Acceptable Junior Priority Intercreditor Agreement, and consents and agrees to the terms of the Equal Priority Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement and each Security Document, as the same may be in effect
      or may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective terms. The Notes Collateral Agent agrees to act as such on the express conditions contained in this Section 1408. Each Holder agrees
      that any action taken by the Notes Collateral Agent in accordance with the provision of this Indenture, the Equal Priority Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement and the Security Documents, and the exercise
      by the Notes Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents, the
      Equal Priority Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement, the duties of the Notes Collateral Agent shall be ministerial and administrative in nature, and the Notes Collateral Agent shall not have any duties or
      responsibilities, except those expressly set forth herein and in the Security Documents, the Equal Priority Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement to which the Notes Collateral Agent is a party, nor shall
      the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into
      this Indenture, the Security Documents, the Equal Priority Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing
      sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such
      term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

   

  (b)          The Notes Collateral Agent may perform any of its duties under this Indenture, the
      Security Documents, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates,
      and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates (a “Related Person”), and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall
      be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Notes Collateral Agent shall not be responsible for the negligence or misconduct of any receiver, agent,
      employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith and with due care.

   

  
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  (c)          None of the Notes Collateral Agent or any of its respective Related Persons shall
      (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in connection with any
      Security Document, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in
      any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any other Grantor or Affiliate of any Grantor, or any Officer or Related Person thereof, contained in
      this Indenture, the Security Documents, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement, or in any certificate, report, statement or other document referred to or provided for in, or received by
      the Notes Collateral Agent under or in connection with, this Indenture, the Security Documents, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement, or the validity, effectiveness, genuineness,
      enforceability or sufficiency of this Indenture, the Security Documents, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement, or for any failure of any Grantor or any other party to this Indenture, the
      Security Documents, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement to perform its obligations hereunder or thereunder. None of the Notes Collateral Agent or any of its respective Related Persons
      shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Security Documents, the Equal Priority
      Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates.

   

  (d)          The Notes Collateral Agent shall be entitled to rely, and shall be fully protected
      in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail)
      believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Issuer or any other Grantor), independent
      accountants and other experts and advisors selected by the Notes Collateral Agent. The Notes Collateral Agent 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, or other paper or document. The Notes Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture, the Security Documents, the
      Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it
      determines and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Notes
      Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Security Documents, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement in
      accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be
      binding upon all of the Holders.

   

  (e)          The Notes Collateral Agent shall not be deemed to have knowledge or notice of the
      occurrence of any Default or Event of Default, unless a Responsible Officer of the Notes Collateral Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and
      stating that such notice is a “notice of default.” The Notes Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article Five or the Holders of a majority in
      aggregate principal amount of the Notes (subject to this Section 1408).

   

  
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  (f)           The Notes Collateral Agent may resign at any time by notice to the Trustee and
      the Issuer, such resignation to be effective upon the acceptance of a successor agent to its appointment as Notes Collateral Agent. If the Notes Collateral Agent resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If
      no successor collateral agent is appointed prior to the intended effective date of the resignation of the Notes Collateral Agent (as stated in the notice of resignation), the Trustee, at the direction of the Holders of a majority of the aggregate
      principal amount of the Notes then outstanding, may appoint a successor collateral agent, subject to the consent of the Issuer (which consent shall not be unreasonably withheld and which shall not be required during a continuing Event of Default). If
      no successor collateral agent is appointed and consented to by the Issuer pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Notes Collateral Agent
      shall be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties
      of the retiring Notes Collateral Agent, and the term “Notes Collateral Agent” shall mean such successor collateral agent, and the retiring Notes Collateral Agent’s appointment, powers and duties as the Notes Collateral Agent shall be terminated.
      After the retiring Notes Collateral Agent’s resignation hereunder, the provisions of this Section 1408 shall continue to inure to its benefit and the retiring Notes Collateral Agent shall not by reason of such resignation be deemed to be released
      from liability as to any actions taken or omitted to be taken by it while it was the Notes Collateral Agent under this Indenture.

   

  (g)          The Trustee shall initially act as Notes Collateral Agent and shall be authorized
      to appoint co-Notes Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor
      Agreement, neither the Notes Collateral Agent nor any of its respective officers, directors, employees or agents or other Related Persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing
      so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Notes Collateral Agent shall be
      accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Notes Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act
      hereunder, except for its own gross negligence or willful misconduct.

   

  (h)          The Notes Collateral Agent is authorized and directed to (i) enter into the
      Security Documents to which it is party on the Effective Date, (ii) enter into the Equal Priority Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement on the Effective Date, (iii) make the representations of the Holders
      set forth in the Security Documents, the Equal Priority Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement, (iv) bind the Holders on the terms as set forth in the Security Documents, the Equal Priority Intercreditor
      Agreement and any Acceptable Junior Priority Intercreditor Agreement and (v) perform and observe its obligations under the Security Documents, the Equal Priority Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement.

   

  (i)           If at any time or times the Trustee shall receive (i) by payment, foreclosure,
      set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Notes Collateral Agent pursuant
      to the terms of this Indenture, or (ii) payments from the Notes Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article Five, the Trustee shall promptly turn the same over to the Notes Collateral Agent, in
      kind, and with such endorsements as may be required to negotiate the same to the Notes Collateral Agent such proceeds to be applied by the Notes Collateral Agent pursuant to the terms of this Indenture, the Security Documents, the Equal Priority
      Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement.

   

  
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  (j)           The Notes Collateral Agent is each Holder’s agent for the purpose of perfecting
      the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon request from the Issuers, the Trustee
      shall notify the Notes Collateral Agent thereof and promptly shall deliver such Collateral to the Notes Collateral Agent or otherwise deal with such Collateral in accordance with the Notes Collateral Agent’s instructions.

   

  (k)          The Notes Collateral Agent shall have no obligation whatsoever to the Trustee or
      any of the Holders to assure that the Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Notes Collateral Agent’s Liens have been properly or sufficiently or lawfully created,
      perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents
      has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or
      fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Notes Collateral Agent pursuant to this Indenture, any Security Document, the Equal Priority Intercreditor Agreement or any Acceptable Junior
      Priority Intercreditor Agreement other than pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of the Notes or as otherwise provided in the Security Documents.

   

  (l)           If the Issuer or any Guarantor (i) incurs any Obligations with respect to any
      Indebtedness secured by a Lien that is junior in priority to the Liens on the Collateral securing the Secured Notes Obligations at any time when no Acceptable Junior Priority Intercreditor Agreement is in effect and (ii) delivers to the Notes
      Collateral Agent an Officer’s Certificate so stating and requesting the Notes Collateral Agent to enter into a Acceptable Junior Priority Intercreditor Agreement in favor of a designated agent or representative for the holders of such junior priority
      Obligations so incurred and that such execution and delivery is permitted by the terms hereof and all conditions precedent relating to such execution and delivery have been satisfied, the Notes Collateral Agent shall (and is hereby authorized and
      directed to) enter into such intercreditor agreement (at the sole expense and cost of the Issuer, including legal fees and expenses of the Notes Collateral Agent) without any obligation to review or negotiate the terms thereof, bind the Holders on
      the terms set forth therein and perform and observe its obligations thereunder.

   

  (m)         No provision of this Indenture, the Equal Priority Intercreditor Agreement, any
      Acceptable Junior Priority Intercreditor Agreement or any Security Document shall require the Notes Collateral Agent (or the Trustee) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties
      hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the Trustee in the case of the Notes Collateral Agent) unless it shall have received indemnity
      reasonably satisfactory to the Notes Collateral Agent and the Trustee against potential costs and liabilities incurred by the Notes Collateral Agent relating thereto. Notwithstanding anything to the contrary contained in this Indenture, the Equal
      Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement or the Security Documents, in the event the Notes Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies
      to acquire control or possession of the Collateral, the Notes Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other
      action if the Notes Collateral Agent has determined that the Notes Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances. The Notes Collateral
      Agent shall at any time be entitled to cease taking any action described in this clause if it no longer reasonably deems any indemnity, security or undertaking from the Issuers or the Holders to be sufficient.

   

  
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  (n)          The Notes Collateral Agent (i) shall not be liable for any action taken or omitted
      to be taken by it in connection with this Indenture, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement and the Security Documents or instrument referred to herein or therein, except to the extent that
      any of the foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as
      the Notes Collateral Agent may agree in writing with the Issuers (and money held in trust by the Notes Collateral Agent need not be segregated from other funds except to the extent required by law) and (iii) may consult with counsel of its selection
      and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion
      of such counsel. The grant of permissive rights or powers to the Notes Collateral Agent shall not be construed to impose duties to act.

   

  (o)          Neither the Notes Collateral Agent nor the Trustee shall be liable for delays or
      failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication
      line failures, computer viruses, power failures, earthquakes or other disasters. Neither the Notes Collateral Agent nor the Trustee shall be liable for any indirect, special, punitive, incidental or consequential damages (included but not limited to
      lost profits) whatsoever, even if it has been informed of the likelihood thereof and regardless of the form of action.

   

  (p)          The Notes Collateral Agent does not assume any responsibility for any failure or
      delay in performance or any breach by the Issuer or any other Grantor under this Indenture, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement and the Security Documents. The Notes Collateral Agent and
      the Trustee shall not be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained in this Indenture, the Security Documents, the Equal Priority Intercreditor Agreement, any
      Acceptable Junior Priority Intercreditor Agreement or in any certificate, report, statement, or other document referred to or provided for in, or received by the Notes Collateral Agent under or in connection with, this Indenture, the Equal Priority
      Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement or any Security Document; the execution, validity, genuineness, effectiveness or enforceability of the Equal Priority Intercreditor Agreement, any Acceptable Junior
      Priority Intercreditor Agreement and any Security Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability,
      sufficiency, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any
      obligor; or for any failure of any obligor to perform its Obligations under this Indenture, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement and the Security Documents. The Notes Collateral Agent
      shall have no obligation to any Holder or any other Person to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any obligor of any terms of this Indenture, the Equal Priority Intercreditor
      Agreement, any Acceptable Junior Priority Intercreditor Agreement and the Security Documents, or the satisfaction of any conditions precedent contained in this Indenture, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority
      Intercreditor Agreement and any Security Documents. The Notes Collateral Agent shall not be required to initiate or conduct any litigation or collection or other proceeding under this Indenture, the Equal Priority Intercreditor Agreement, any
      Acceptable Junior Priority Intercreditor Agreement and the Security Documents unless expressly set forth hereunder or thereunder. The Notes Collateral Agent shall have the right at any time to seek instructions from the Holders with respect to the
      administration of this Indenture, the Security Documents and the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement.

   

  
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  (q)          The parties hereto and the Holders hereby agree and acknowledge that neither the
      Notes Collateral Agent nor the Trustee shall assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including
      foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal
      injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Indenture, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement, the Security
      Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture, the Equal Priority Intercreditor Agreement, any Acceptable
      Junior Priority Intercreditor Agreement and the Security Documents, the Notes Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Notes Collateral Agent in the Collateral and that any such
      actions taken by the Notes Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Collateral. In the event that the Notes Collateral Agent or the Trustee is required to acquire title to an asset
      for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Notes Collateral Agent or the Trustee’s sole discretion may cause the Notes
      Collateral Agent or the Trustee to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause the Notes
      Collateral Agent or the Trustee to incur liability under CERCLA or any other federal, state or local law, the Notes Collateral Agent and the Trustee reserves the right, instead of taking such action, to either resign as the Notes Collateral Agent or
      the Trustee or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Neither the Notes Collateral Agent nor the Trustee shall be liable to the Issuer, the Guarantors or any other Person for any environmental
      claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Notes Collateral Agent or the Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge,
      release or threatened release of hazardous materials into the environment. If at any time it is necessary or advisable for property to be possessed, owned, operated or managed by any Person (including the Notes Collateral Agent or the Trustee) other
      than the Issuer or the Guarantors, a majority in interest of Holders shall direct the Notes Collateral Agent or the Trustee to appoint an appropriately qualified Person (excluding the Notes Collateral Agent or the Trustee) who they shall designate to
      possess, own, operate or manage, as the case may be, the property.

   

  (r)           Upon the receipt by the Notes Collateral Agent of a written request of the Issuer
      signed by an Officer (a “Security Document Order”), the Notes Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, any Security Document to
      be executed on the Effective Date. Such Security Document Order shall (i) state that it is being delivered to the Notes Collateral Agent pursuant to, and is a Security Document Order referred to in, this Section 1408(q), and (ii) instruct the Notes
      Collateral Agent to execute and enter into such Security Document (without any obligation to review or negotiate the terms thereof). Any such execution of a Security Document shall be at the direction and expense of the Issuer, upon delivery to the
      Notes Collateral Agent of an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of the Security Document have been satisfied. The Holders, by their acceptance of the Notes, hereby
      authorize and direct the Notes Collateral Agent to execute such Security Documents.

   

  
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  (s)          Subject to the provisions of the applicable Security Documents, the Equal Priority
      Intercreditor Agreement and any Acceptable Junior Priority Intercreditor Agreement, each Holder, by acceptance of the Notes, agrees that the Notes Collateral Agent shall execute and deliver the Equal Priority Intercreditor Agreement, any Acceptable
      Junior Priority Intercreditor Agreement and the Security Documents to which it is a party and all agreements, documents and instruments incidental thereto, and act in accordance with the terms thereof. For the avoidance of doubt, the Notes Collateral
      Agent shall have no discretion under this Indenture, the Equal Priority Intercreditor Agreement, any Acceptable Junior Priority Intercreditor Agreement or the Security Documents and shall not be required to make or give any determination, consent,
      approval, request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee, as applicable.

   

  (t)           After the occurrence and continuance of an Event of Default, the Trustee, acting
      at the written direction of the Holders of a majority of the aggregate principal amount of the Notes then outstanding, may direct the Notes Collateral Agent in connection with any action required or permitted by this Indenture, the Security
      Documents, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement.

   

  (u)          The Notes Collateral Agent is authorized to receive any funds for the benefit of
      itself, the Trustee and the Holders distributed under the Security Documents, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement and to the extent not prohibited under the Equal Priority Intercreditor
      Agreement or any Acceptable Junior Priority Intercreditor Agreement, for turnover to the Trustee to make further distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 507 and the other
      provisions of this Indenture.

   

  (v)          In each case that the Notes Collateral Agent may or is required hereunder or under
      any Security Document, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement to take any action (an “Action”), including without limitation to make any determination, to give consents, to exercise
      rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or under any Security Document, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement, the Notes Collateral Agent
      may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. The Notes Collateral Agent shall not be liable with respect to any Action taken or omitted to be taken by it in accordance with the
      direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. If the Notes Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes
      with respect to any Action, the Notes Collateral Agent shall be entitled to refrain from such Action unless and until the Notes Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then
      outstanding Notes, and the Notes Collateral Agent shall not incur liability to any Person by reason of so refraining.

   

  (w)         Notwithstanding anything to the contrary in this Indenture or in any Security
      Document, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority Intercreditor Agreement, in no event shall the Notes Collateral Agent or the Trustee be responsible for, or have any duty or obligation with respect to, the
      recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture, the Security Documents, the Equal Priority Intercreditor Agreement or any Acceptable Junior Priority
      Intercreditor Agreement (including without limitation the filing or continuation of any UCC financing or continuation statements or similar documents or instruments), nor shall the Notes Collateral Agent or the Trustee be responsible for, and neither
      the Notes Collateral Agent nor the Trustee makes any representation regarding, the validity, effectiveness or priority of any of the Security Documents or the security interests or Liens intended to be created thereby.

   

  
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  (x)          Before the Notes Collateral Agent acts or refrains from acting in each case at the
      request or direction of the Issuer or the Guarantors, it may require an Officer’s Certificate, which shall conform to the provisions of this Section 1408 and Section 103. The Notes Collateral Agent shall not be liable for any action it takes or omits
      to take in good faith in reliance on such certificate.

   

  (y)         Notwithstanding anything to the contrary contained herein, the Notes Collateral
      Agent shall act pursuant to the written instructions of theHolders and the Trustee solely with respect to the Security Documents and the Collateral.

   

  (z)          The rights, privileges, benefits, immunities, indemnities and other protections
      given to the Trustee are extended to, and shall be enforceable by, the Notes Collateral Agent as if the Notes Collateral Agent were named as the Trustee herein and the Security Documents were named as this Indenture herein.

   

  (aa)        Section 607 of this Indenture shall apply mutatis mutandis to the Notes
      Collateral Agent in its capacity as such.

   

  [Signature Pages Follow]

   

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

   

  

  	 	ENTEGRIS ESCROW CORPORATION
	 	 	 
	 	By:	/s/ Gregory B. Graves
	 	 	Name: 	Gregory B. Graves
	 	 	Title: 	Executive Vice President and Chief Financial Officer


   

  [Signature Page to Indenture]

   

  
     

    
      
 

  

   

  The undersigned agrees to act as Trustee, Paying Agent, Note Registrar and Notes Custodian:

   

  

  	 	TRUIST BANK, as Trustee
	 	 	 
	 	By:	/s/ Thomas Clower
	 	 	Name: 	Thomas Clower
	 	 	Title: 	Vice President 


   

  [Signature Page to Indenture]

   

  
     

    
      
 

  

   

  APPENDIX I - Rule 144A / Regulation S

   

  PROVISIONS RELATING TO THE NOTES

   

  1.            Definitions

   

  1.1.       Definitions.

   

  For the purposes of this Appendix the following terms shall have the meanings indicated
      below:

   

  “Definitive Note” means a certificated Note that is not a Global Note bearing, if
      required, the appropriate restricted notes legend set forth in Section 2.3(d).

   

  “Depositary” means The Depository Trust Company, its nominees and their respective
      successors.

   

  “Distribution Compliance Period”, with respect to any Notes, means the period of 40
      consecutive days beginning on and including the latest of the Issue Date, the original issue date of the issuance of any Additional Notes and the date on which any such Notes (or any predecessor of such Notes) were first offered to persons other than
      distributors (as defined in rule 902 of Regulation S) in reliance on Regulation S.

   

  “Initial Purchasers” means (1) with respect to the Notes issued on the Issue Date,
      Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., PNC Capital Markets LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, and (2) with respect to each issuance of Additional Notes,
      the Persons purchasing such Additional Notes under the related Purchase Agreement.

   

  “Notes” means (1) $1,600,000,000 aggregate principal amount of 4.750% Senior Secured
      Notes Due 2029 issued on the Issue Date and (2) Additional Notes, if any.

   

  “Notes Custodian” means the custodian with respect to a Global Note (as appointed by
      the Depositary), or any successor Person thereto and shall initially be the Trustee.

   

  “Purchase Agreement” means (1) with respect to the Notes issued on the Issue Date, the
      Purchase Agreement dated April 5, 2022, among the Escrow Issuer, the Company and the Representative on behalf of the Initial Purchasers as amended, restated or modified (in whole or in part) from time to time and (2) with respect to each issuance of
      Additional Notes, the purchase agreement or underwriting agreement among the Issuer, the Guarantors and the Persons purchasing such Additional Notes.

   

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

   

  “Regulation S Global Note” means a Global Note in the form of Exhibit 1 hereto bearing
      the applicable restricted notes legend set forth in Exhibit 1 hereto and deposited with or on behalf of and registered in the name of the Depositary, issued in a denomination equal to the outstanding principal amount of the Regulation S Global Notes;
      provided, however, that any such Regulation S Global Note shall be deemed to be a “temporary global security” for purposes of Rule 904 under Regulation S until the expiration of the Distribution Compliance Period.

   

  “Representative” means Morgan Stanley & Co. LLC, as representative of the Initial
      Purchasers.

   

  
     

    
      
 

  

  
   

  “Rule 144A Notes” means all Notes offered and sold to QIBs in reliance on Rule 144A.
      “Securities Act” means the Securities Act of 1933.

   

  “Transfer Restricted Notes” means Notes that bear or are required to bear the legend
      relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(d) hereto.

   

  1.2.       Other Definitions.

   

  

  	 	Defined in
	Term	Section:
	“Agent Members”	2.1(b)
	“Automatic Exchange”	2.3(c)
	“Automatic Exchange Date”	2.3(c)
	“Automatic Exchange Notice”	2.3(c)
	“Automatic Exchange Notice Date”	2.3(c)
	“Global Notes”	2.1(a)
	“Regulation S”	2.1(a)
	“Rule 144A”	2.1(a)
	“Rule 144A Global Note”	2.1(a)


  

   

  2.           The Notes.

   

  2.1.       (a) Form and Dating. The Notes will be offered and sold by the Issuer
      pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on
      Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold
      pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued
      initially in the form of one or more Regulation S Global Notes, in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the
      purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in
      the Regulation S Global Note will not be exchangeable for interests in a Rule 144A Global Note, or any other Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may
      be exchanged for interests in a Rule 144A Global Note, a Regulation S Global Note or a Definitive Note only (i) upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Regulation S Global Note are
      owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements
      of Section 2.4(a) hereof.

   

  Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes
      delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in this
      Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable).

   

  The Rule 144A Global Note and the Regulation S Global Note are collectively referred to
      herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided.

   

  
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  (b)         Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note
      deposited with or on behalf of the Depositary.

   

  The Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b),
      authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depositary and (b) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Trustee as
      custodian for the Depositary. The Issuer has entered into a letter of representations with the Depositary in the form provided by the Depositary and the Trustee and each Agent is hereby authorized to act in accordance with such letter and Applicable
      Procedures.

   

  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 by the Trustee as the custodian of the Depositary or under such Global Note, and the Issuer, the Trustee and any agent of the Issuer or the Trustee shall
      be entitled to treat the Depositary as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer 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 of the Depositary governing the exercise of the rights of a
      holder of a beneficial interest in any Global Note.

   

  (c)         Definitive Notes. Except as provided in this Section 2.1, 2.3 or
      2.4, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes.

   

  (d)         Certain Authorizations. Subject to the provisions of Section
      2.4(b) hereof, the registered Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is
      entitled to take under this Indenture or the Notes.

   

  2.2          Authentication. The Trustee shall authenticate and deliver: (1) on the
      Issue Date, an aggregate principal amount of $1,600,000,000 4.750% Senior Secured Notes Due 2029, (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order of
      the Issuer pursuant to Section 202 of this Indenture and (3) in connection with any Automatic Exchange pursuant to Section 2.3(c)(vii) of this Appendix, the Global Note that is not a Transfer Restricted Note, in each case upon a written order of the
      Issuer signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Issuer. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be
      authenticated.

   

  2.3         Transfer and Exchange.

   

  (a)          Transfer and Exchange of Definitive Notes. When Definitive Notes are
      presented to the Note Registrar with a request:

   

  (x)          to register the transfer of such Definitive Notes; or

   

  (y)         to exchange such Definitive Notes for an equal principal amount of Definitive
      Notes of other authorized denominations,

   

  
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  the Note Registrar shall register the transfer or make the exchange as requested if its reasonable requirements
      for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:

   

  (i)           shall be duly endorsed or accompanied by a written instrument of transfer in
      form reasonably satisfactory to the Issuer and the Note Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and

   

  (ii)          if such Definitive Notes are required to bear a restricted notes legend, they
      are being transferred or exchanged pursuant to an effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and
      documents, as applicable:

   

  (A)        if such Definitive Notes are being delivered to the Note Registrar by a
      Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or

   

  (B)         if such Definitive Notes are being transferred to the Issuer, a
      certification to that effect; or

   

  (C)         if such Definitive Notes are being transferred (x) pursuant to an
      exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (i) a certification to that effect (in the form set
      forth on the reverse of the Note) and (ii) if the Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(d)(i).

   

  (b)             Restrictions on Transfer of a Definitive Note for a Beneficial Interest in
        a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a Rule 144A Global Note or a Regulation S Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive
      Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:

   

  (i)           certification, in the form set forth on the reverse of the Note,
      that such Definitive Note is either (A) being transferred to a QIB in accordance with Rule 144A or (B) being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such Note in reliance on Regulation S
      to a buyer who elects to hold its interest in such Note in the form of a beneficial interest in the Regulation S Global Note; and

   

  (ii)          written instructions directing the Trustee to make, or to direct
      the Notes Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Regulation S Global Note (in the case of a transfer pursuant to clause
      (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note or Regulation S Global Note, as applicable, such instructions to contain information regarding the Agent Member account to be
      credited with such increase,

   

  then the Trustee shall cancel such Definitive Note and cause, or direct the Notes Custodian to cause, in
      accordance with the standing instructions and procedures of the Depositary and the Notes Custodian, the aggregate principal amount of Notes represented by the Rule 144A Global Note or Regulation S Global Note, as applicable, to be increased by the
      aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note or Regulation S Global Note, as
      applicable, equal to the principal amount of the Definitive Note so canceled. If no Rule 144A Global Notes or Regulation S Global Notes, as applicable, are then outstanding, the Issuer shall issue and the Trustee shall authenticate, upon written
      order of the Issuer in the form of an Officer’s Certificate of the Issuer, a new Rule 144A Global Note or Regulation S Global Note, as applicable, in the appropriate principal amount.

   

  
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  (c)       Transfer and Exchange of Global Notes.

   

  (i)           The transfer and exchange of Global Notes or beneficial interests therein shall
      be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall
      deliver to the Note Registrar a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the Global Note. The Note
      Registrar shall, in accordance with such instructions instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer
      the beneficial interest in the Global Note being transferred.

   

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

   

  (iii)         Notwithstanding any other provisions of this Appendix (other than the
      provisions set forth in Section 2.4), a Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the
      Depositary or any such nominee to a successor depositary or a nominee of such successor depositary.

   

  (iv)         In the event that a Global Note is exchanged for a Definitive Note pursuant to
      Section 2.4 of this Appendix, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Notes
      intended to ensure that such transfers comply with Rule 144A, Regulation S or another applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Issuer.

   

  (v)          During the Distribution Compliance Period, beneficial ownership interests in
      Regulation S Global Notes may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to the Issuer, (ii) in an offshore transaction in accordance with Regulation S (other than a transaction resulting in an
      exchange for an interest in a Regulation S Global Note) or (iii) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States.

   

  (vi)        In the event that a Global Note is exchanged for Definitive Notes pursuant to
      Section 2.4, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Notes intended
      to ensure that such transfers comply with Rule 144A, Regulation S or such other applicable exemption from registration under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Issuer.

   

  
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  (vii)        Upon the Issuer’s satisfaction that the Notes are no longer Transfer Restricted
      Notes and the legends in Section 2.3(e) below shall no longer be required in order to maintain compliance with the Securities Act, beneficial interests in a Transfer Restricted Note that is a Global Note may, at the Issuer’s option, be automatically
      exchanged into beneficial interests in a Global Note that is not a Transfer Restricted Note without any action required by or on behalf of the Holder (the “Automatic Exchange”) at any time on or after the date that is the 366th calendar day
      after (A) with respect to the Initial Notes issued on the Issue Date, the Issue Date or (B) with respect to Additional Notes, if any, the issue date of such Additional Notes, or, in each case, if such day is not a Business Day, on the next succeeding
      Business Day (the “Automatic Exchange Date”). Upon the Issuer’s satisfaction that the Notes are no longer Transfer Restricted Notes and the legend in Section 2.3(d) below shall no longer be required in order to maintain compliance with the
      Securities Act, the Issuer may (i) provide written notice to the Trustee at least 10 calendar days prior to any Automatic Exchange, instructing the Trustee to direct the Depositary to exchange all of the outstanding beneficial interests in a
      particular Transfer Restricted Note that is a Global Note to a Global Note that is not a Transfer Restricted Note, which the Issuer shall have previously otherwise made eligible for exchange with the Depositary, (ii) provide prior written notice (the
      “Automatic Exchange Notice”) to each Holder at such Holder’s address appearing in the register of Holders at least 10 calendar days prior to any Automatic Exchange (an “Automatic Exchange Notice Date”), which notice must include (w) the
      Automatic Exchange Date, (x) the section of this Indenture pursuant to which the Automatic Exchange shall occur, (y) the “CUSIP” number of the Transfer Restricted Note from which such Holder’s beneficial interests will be transferred and (z) the
      “CUSIP” number of the Global Note that is not a Transfer Restricted Note into which such Holder’s beneficial interests will be transferred, and (iii) on or prior to the date of the Automatic Exchange, deliver to the Trustee for authentication one or
      more Global Notes that are not Transfer Restricted Notes, duly executed by the Issuer, in an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Notes to be exchanged. At the Issuer’s request on no less than five
      calendar days’ notice, the Trustee shall deliver, in the Issuer’s name and at its expense, the Automatic Exchange Notice to each Holder at such Holder’s address appearing in the register of Holders. Notwithstanding anything to the contrary in this
      Section 2.3(c)(vii), during the 10 day period between the Automatic Exchange Notice Date and the Automatic Exchange Date, no transfers or exchanges other than pursuant to this Section 2.3(c)(vii) shall be permitted without the prior written consent
      of the Issuer. As a condition to any Automatic Exchange, the Issuer shall provide, and the Trustee shall be entitled to rely upon, an Officer’s Certificate reasonably acceptable to the Trustee to the effect that such Automatic Exchange shall be
      effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the legends in Section 2.3(d) below shall no longer be required in order to maintain compliance with the Securities Act, and that the
      aggregate principal amount of the particular Global Notes that are Transfer Restricted Notes may be transferred to the particular Global Notes that are note Transfer Restricted Notes by adjustment made on the records of the Trustee, as the depositary
      custodian, to reflect such Automatic Exchange. Upon such exchange of beneficial interests pursuant to this Section 2.3(c)(vii), the aggregate principal amount of the Global Notes shall be increased or decreased by adjustments made on the records of
      the Trustee, as depositary custodian, to reflect the relevant increase or decrease in the principal amount of such Global Note resulting from the applicable exchange. The Transfer Restricted Note from which beneficial interests are transferred
      pursuant to an Automatic Exchange shall be canceled following such Automatic Exchange.

   

  
    -6- 

    
      
 

  

   

  (d)       Legend.

   

  (i)           Except as permitted by the following paragraphs (ii), (iii) and (iv), each Note
      certificate evidencing the Global Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form:

   

  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
      REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES,
      TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATEST OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF
      THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATEST OF THE
      ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF
      REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
      RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
      ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
      INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000 OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE
      TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. A SECURITY NOT BEARING THIS LEGEND WILL
      BE ISSUED AFTER THE RESALE RESTRICTION TERMINATION DATE IN ACCORDANCE WITH APPLICABLE PROCEDURES OF THE DEPOSITORY TRUST COMPANY, OR IF THE SECURITIES ARE NOT GLOBAL SECURITIES, UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
      DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
      ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

   

  
    -7- 

    
      
 

  

   

  BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND
      WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
      AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL,
      NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2)
      THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

   

  Each Definitive Note shall also bear the following additional legend:

   

  IN CONNECTION WITH ANY TRANSFER, THE HOLDER SHALL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH
      CERTIFICATES AND OTHER INFORMATION REQUIRED BY THE INDENTURE OR AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

   

  (ii)          Upon any sale or transfer of a Transfer Restricted Note (including any Transfer
      Restricted Note represented by a Global Note) pursuant to Rule 144 under the Securities Act, the Note Registrar shall permit the transferee thereof to exchange such Transfer Restricted Note for a certificated Note that does not bear the legend set
      forth above and rescind any restriction on the transfer of such Transfer Restricted Note, if the transferor thereof certifies in writing to the Note Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in
      the form set forth on the reverse of the Note).

   

  (iii)         After a transfer of any Initial Notes during the period of the effectiveness of
      a Shelf Registration Statement with respect to such Initial Notes, all requirements pertaining to the restricted notes legend on such Initial Securities shall cease to apply and the requirements that any such Initial Notes be issued in global form
      shall continue to apply.

   

  (e)         Cancellation or Adjustment of Global Note. At such time as all beneficial
      interests in a Global Note have either been exchanged for Definitive Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Depositary for cancellation or retained and canceled by the Trustee. At any time prior to such
      cancellation, if any beneficial interest in a Global Note is exchanged for certificated Notes, redeemed, purchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the
      books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.

   

  
    -8- 

    
      
 

  

   

  (f)          No Obligation of the Trustee.

   

  (i)           The Trustee shall have no responsibility or obligation to any beneficial owner
      of a Global Note, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or of any participant or member thereof, with respect to any ownership interest in the Notes or with
      respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and
      communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary in the case of a Global Note). The rights of
      beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the
      Depositary with respect to its members, participants and any beneficial owners. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by the Depositary.

   

  (ii)          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 the Depositary participants, members or
      beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine
      the same to determine substantial compliance as to form with the express requirements hereof.

   

  2.4          Definitive Notes.

   

  (a)          A Global Note deposited with the Depositary or with the Trustee as Notes Custodian
      for the Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note,
      only if such transfer complies with Section 2.3 hereof and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note and a successor depositary is not appointed within 90 days, (ii) the
      Depositary ceases to be a registered “clearing agency” under the Exchange Act and a successor depositary is not appointed within 90 days, or (iii) the Issuer, at its option, notifies the Trustee that it elects to cause the issuance of Definitive
      Notes and any participant requests a Definitive Note in accordance with the Depositary’s procedures.

   

  (b)         Any Global Note that is transferable to the beneficial owners thereof pursuant to
      this Section 2.4 shall be surrendered by the Depositary to the Trustee located at its Corporate Trust Office to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such
      transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered
      only in denominations of $2,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depositary shall direct. Any Definitive Note delivered in exchange for an interest in the Transfer Restricted
      Note shall, except as otherwise provided by Section 2.3(d) hereof, bear the applicable restricted notes legend and definitive notes legend set forth in Exhibit 1 hereto.

   

  
    -9- 

    
      
 

  

   

  (c)         In the event of the occurrence of one of the events specified in Section 2.4(a)
      hereof, the Issuer shall promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons. In the event that such Definitive Notes are not issued, the Issuer expressly
      acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to this Indenture, including pursuant to Section 507, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note
      that represents such beneficial owner’s Notes as if such Definitive Notes had been issued.

   

  (d)         In connection with any proposed transfer of Definitive Notes in exchange for Global
      Notes, the Issuer or the Depositary shall be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost
      basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

   

  
    -10- 

    
      
 

  

   

  EXHIBIT 1

      to APPENDIX I

   

  [FORM OF FACE OF INITIAL NOTE]

   

  [Global Notes Legend]

   

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

   

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

   

  [Restricted Notes Legend]

   

  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
      REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES,
      TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATEST OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF
      THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATEST OF THE
      ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF
      REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
      RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
      ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER
      INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $250,000 OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE
      TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. A SECURITY NOT BEARING THIS LEGEND WILL
      BE ISSUED AFTER THE RESALE RESTRICTION TERMINATION DATE IN ACCORDANCE WITH APPLICABLE PROCEDURES OF THE DEPOSITORY TRUST COMPANY, OR IF THE SECURITIES ARE NOT GLOBAL SECURITIES, UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
      DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
      ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]

   

  
      

    
      
 

  

  
   

  BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND
      WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
      AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL,
      NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2)
      THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

   

  [Definitive Notes Legend]

   

  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
      SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

   

  
    A-2 

    
      
 

  

   

  	No _________________	$ __________________


   

  Entegris Escrow Corporation, a Delaware corporation, promises to pay to [              ]1 a, or registered

   

  assigns, the principal sum [of U.S. dollars]2 on April 15, 2029.

   

  Interest Payment Dates: April 15 and October 15 (commencing on October 15, 2022).

   

  Record Dates: April 1 and October 1.

   

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

   

  Dated:

   

  ENTEGRIS ESCROW CORPORATION

   

  

  	By:	 	 
	 	 Name:	 
	 	 Title:	 


   

  

  
  
     

  

  
   

  1For

      Global Notes insert: Cede & Co.

   

  2For

      Global Notes insert: set forth on the Schedule of Increases or Decreases of Global Note attached hereto.

   

  
    A-3 

    
      
 

  

   

  TRUSTEE’S CERTIFICATE OF AUTHENTICATION

   

  	Dated:	 	 


   

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

   

  TRUIST BANK, as Trustee

   

  	By:	 	 


  Authorized Signatory

   

  
    A-4 

    
      
 

  

   

  [FORM OF REVERSE SIDE OF INITIAL NOTE]

      4.750% Senior Secured Note Due 2029

   

  	1.	Principal and Interest.


   

  The Issuer will pay the principal of this Note on April 15, 2029.

   

  The Issuer promises to pay interest on the principal amount of this Note on each Interest
      Payment Date, as set forth below, at the rate of 4.750% per annum.

   

  Interest will be payable semi-annually (to the Holders of record of the Notes (or any
      Predecessor Notes) at the close of business on April 1 or October 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing October 15, 2022.

   

  Interest on this Note will accrue from the most recent date to which interest has been paid
      or, if no interest has been paid, from April 14, 2022; provided, however, that, if there is no existing Default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to
      on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

   

  The Issuer shall pay interest on overdue principal and premium, if any, and interest on
      overdue installments of interest, to the extent lawful, at a rate per annum equal to the rate of interest applicable to the Notes.

   

  	2.	Method of Payment.


   

  The Issuer will pay interest (except Defaulted Interest) on the principal amount of the Notes
      on each April 15 and October 15 (commencing on October 15, 2022) to the Persons who are Holders (as reflected in the Note Register at the close of business on April 1 and
      October 1 immediately preceding the Interest Payment Date), in each case, even if the Note is cancelled on registration of transfer or registration of exchange after such Regular Record Date; provided, however, that, with respect to
      the payment of principal, the Issuer will make payment to the Holder that surrenders this Note to any Paying Agent on or after April 15, 2029.

   

  The Issuer will pay principal, interest and premium, if any in U.S. dollars.

   

  However, the Issuer may pay principal, interest or premium, if any, by its check payable in
      such money; provided, that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depositary will be made by wire transfer of
      immediately available funds to the Depositary; provided, further, that all payments of principal, premium, if any, and interest with respect to certificated Notes will be made by wire transfer of immediately available funds to any Holder of such
      Notes in certificate form in immediately available funds to accounts specified by the holders of such certificate notes at least ten days in advance of the applicable payment date. Subject to the foregoing sentence, the Issuer may make payments on
      the Notes by mailing a check for such interest to a Holder’s registered address (as reflected in the Note Register). If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding
      day that is a Business Day and no interest shall accrue for the intervening period.

   

  
    A-5 

    
      
 

  

   

  	3.	Paying Agent and Note Registrar.


   

  The Issuer initially appoints Truist Bank, as Paying Agent and Note Registrar. The Issuer may
      change any Paying Agent or Note Registrar upon written notice thereto. The Issuer, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Note Registrar or co-registrar.

   

  	4.	Indenture.


   

  The Issuer issued the Notes under an Indenture dated as of April 14, 2022 (the “Indenture”),
      among the Issuer, the Trustee and the Notes Collateral Agent. Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture
      by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the
      terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.

   

  The Notes are unsecured senior obligations of the Issuer. The Indenture does not limit the
      aggregate principal amount of the Notes.

   

  	5.	Redemption.


   

  Optional Redemption. At any time prior to the Par Call Date, the Issuer may at its
      option on any one or more occasions redeem all or a part of the Notes, upon notice as set forth in Section 1105, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) (a)
      the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis, assuming a 360-day year consisting of
      twelve 30-day months, at the Treasury Rate, plus 35 basis points less (b) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, if any,
      to the Redemption Date.

   

  On and after the Par Call Date, the Issuer may at its option on any one or more occasions
      redeem all or a part of the Notes, upon notice as set forth in Section 1105, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to the Redemption Date.

   

  Mandatory Redemption. The Notes shall be subject to a Special Mandatory Redemption
      pursuant to Section 1109 of the Indenture. Except for a Special Mandatory Redemption pursuant to Section 1109 of the Indenture, the Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

   

  	6.	Repurchase upon a Change of Control.


   

  Upon the occurrence of a Change of Control Repurchase Event, the Holders of the Notes will
      have the right to require that the Issuer purchase such Holder’s outstanding Notes, in whole or in part, at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of
      purchase.

   

  
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  	7.	Denominations; Transfer; Exchange.


   

  The Notes are in registered form without coupons in denominations of $2,000 principal amount
      and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Note Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and
      to pay any taxes and fees required by law or permitted by the Indenture. The Note Registrar need not register the transfer or exchange of any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note
      not to be redeemed) or any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed.

   

  	8.	Persons Deemed Owners.


   

  A registered Holder may be treated as the owner of a Note for all purposes.

   

  	9.	Unclaimed Money.


   

  If money for the payment of principal (and premium, if any) or interest remains unclaimed for
      two years, the Trustee and the Paying Agent will pay the money back to the Issuer at its written request. After that, Holders entitled to the money must look to the Issuer for payment, unless an abandoned property law designates another Person, and
      all liability of the Trustee and such Paying Agent with respect to such money shall cease.

   

  	10.	Discharge and Defeasance Prior to Redemption or Maturity.


   

  If the Issuer irrevocably deposits, or causes to be deposited, with the Trustee money or
      Government Securities sufficient to pay the then outstanding principal of, and premium, if any, and accrued interest on, the Notes (a) to the Redemption Date or Maturity Date, the Issuer will be discharged from its obligations under the Indenture and
      the Notes, except in certain circumstances for certain covenants set forth in the Indenture, and (b) to the Stated Maturity, the Issuer will be discharged from certain covenants set forth in the Indenture.

   

  	11.	Amendment; Supplement; Waiver.


   

  Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with
      the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes, and any existing Default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal
      amount of the Outstanding Notes. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, omission, mistake, defect or inconsistency and make
      any change that does not adversely affect the rights of any Holder.

   

  	12.	Restrictive Covenants.


   

  The Indenture contains certain covenants, including covenants with respect to the following
      matters: (i) Limitation on Liens; (ii) Limitation on Subsidiary Debt; (iii) Limitation on Sale and Leaseback Transactions; (iv) mergers, consolidations and certain transfers of assets; and (v) purchase of Notes upon a Change of Control Repurchase
      Event. Within 120 days after the end of each fiscal year, the Issuer must report to the Trustee on compliance with such limitations.

   

  
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  	13.	Successor Persons.


   

  When a successor Person or other entity assumes all the obligations of its predecessor under
      the Notes and the Indenture in accordance with the terms of the Indenture, the predecessor Person will be released from those obligations.

   

  	14.	Remedies for Events of Default.


   

  If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or
      the Holders of at least 25% in principal amount of the Outstanding Notes may declare all the Notes to be immediately due and payable. If a bankruptcy or insolvency Default with respect to the Issuer occurs and is continuing, the Notes automatically
      become immediately due and payable. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any rights or powers
      under the Indenture at the request or direction of any of the Holders of the Notes unless such Holders have offered indemnity or security against any loss, liability, claim or expense satisfactory to the Trustee. Subject to certain restrictions and
      to the Equal Priority Intercreditor Agreement, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the
      Notes Collateral Agent or of exercising any trust or power conferred on the Trustee or the Notes Collateral Agent. The Trustee or the Notes Collateral Agent, as applicable, however, may refuse to follow any direction that conflicts with law or the
      Indenture or that the Trustee or the Notes Collateral Agent, as applicable, determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee or the Notes Collateral Agent in personal liability.

   

  	15.	Guarantees.


   

  Following the Assumption, the Issuer’s obligations under the Notes will be fully and
      unconditionally guaranteed on a senior unsecured basis, to the extent set forth in the Indenture, by each of the Guarantors.

   

  	16.	Trustee Dealings with Issuer.


   

  The Trustee under the Indenture, in its individual or any other capacity, may become the
      owner or pledgee of Notes and may make loans to, accept deposits from, perform services for, and otherwise deal with, the Issuer and its Affiliates as if it were not the Trustee.

   

  	17.	Authentication.


   

  This Note shall not be valid until the Trustee manually signs the certificate of
      authentication on the other side of this Note.

   

  	18.	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).

   

  	19.	CUSIP Numbers.


   

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

   

  
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  	20.	Governing Law.


   

  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
        STATE OF NEW YORK. THE PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
        SECURITY OR THE INDENTURE.

   

  The Issuer will furnish to any Holder upon written request and without charge a copy of the
      Indenture. Requests may be made to Entegris, Inc., 129 Concord Road, Billerica, Massachusetts, 01821.

   

  Capitalized terms used herein but not defined herein shall have the meanings given to such
      terms in the Indenture.

   

  
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  ASSIGNMENT FORM

   

  To assign this Note, fill in the form below:

   

  I or we assign and transfer this Note to

   

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

   

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

   

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

  

  	 	 	 	 	 
	Date: 	 	 	Your Signature:	 
	 	 	 	 	 


    

  Sign exactly as your name appears on the other side of this Note.

   

  In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the date
      that is one year after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuer or any “Affiliate” of the Issuer within the meaning of the Securities Act of 1933, as amended (the
      “Securities Act”), the undersigned confirms that such Notes are being transferred in accordance with its terms:

   

  CHECK ONE BOX BELOW

   

  		(1)	☐ to the Issuer or a Subsidiary of the Issuer; or


   

  		(2)	☐ to the Registrar for registration in the name of the Holder, without transfer; or


   

  		(3)	☐ pursuant to an effective registration statement under the Securities Act; or


   

  		(4)	☐ inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) 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 under the Securities Act; or


   

  		(5)	☐ outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act;
            or


   

  		(6)	☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act; or


   

  		(7)	☐ to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or under the Securities Act), that has furnished to the Trustee a signed letter in
            the form of Exhibit 2 to Appendix I containing certain representations and agreements relating to the transfer of this Note.


   

  
    A-10 

    
      
 

  

   

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

   

  	Signature	 


   

  Signature Guarantee:

   

  	Signature must be guaranteed 	 	Signature	 


   

  Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
      of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or
      in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

   

  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 under the Securities Act, 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 Issuer 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.

   

  

  	Dated:	 	 


   Notice: To be executed by an executive officer

   

  [TO BE ATTACHED TO GLOBAL NOTES]

   

  SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

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

   

  
    A-11 

    
      
 

  

   

  	Date of Exchange	
          Amount of

          decrease in

          Principal amount

          of this Global

          Note

        	
          Amount of

          increase in

          Principal amount

          of this Global

          Note

        	
          Principal amount

          of this Global

          Note following

          such decrease or

          increase

        	
          Signature of

          authorized

          signatory of

          Trustee or Notes

          Custodian

        


  OPTION OF HOLDER TO ELECT PURCHASE

   

  If you want to elect to have this Note purchased by the Issuer pursuant to Section 1013 of
      the Indenture, check the box:☐

   

  ☐If you want to elect to have only part of this Note purchased by the Issuer pursuant to
      Section 1013 of the Indenture, state the amount in principal amount: $

   

  

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


   

  	Signature Guarantee:	 
	 	(Signature must be guaranteed)


   

  Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note
      Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in
      substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

   

  
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  EXHIBIT 2

      to APPENDIX I

   

  Form of

      Transferee Letter of Representation

   

  [Entegris Escrow Corporation

      c/o] Entegris, Inc.

      129 Concord Road

      Billerica, MA 01821

   

  Truist Bank 

  Attn: Corporate Trust and Escrow Services 

  2713 Forest Hills Road, S.W., Building 2, Floor 2 

  Wilson, NC 27893 

  Client Manager: Thomas Clower 

  Phone: (252) 246-4974

     

  Ladies and Gentlemen:

   

  This certificate is delivered to request a transfer of $ ______ principal amount of the 4.750% Senior Secured Notes Due 2029 (the “Notes”) of Entegris Escrow Corporation, a Delaware corporation (the “Issuer”).

   

  Upon transfer, the Notes would be registered in the name of the new beneficial owner as
      follows:

   

  Name:____________________________

   

  Address:_________________________________

   

  Taxpayer ID Number:_________________

   

  The undersigned represents and warrants to you that:

   

  1.       We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
      (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are
      acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits
      and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its
      investment.

   

  
    A-13 

    
      
 

  

   

  2.       We understand that the Notes have not been registered under the Securities Act and,
      unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date
      that is one year after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (i)
      to the Issuer, (ii) pursuant to a registration statement that has been declared effective under the Securities Act, (iii) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a person we
      reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (iv)
      pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (v) to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
      Act that is purchasing for its own account or for the account of such an institutional “accredited investor,” in each case in a minimum principal amount of Securities of $250,000, or (vi) pursuant to any other available exemption from the
      registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control
      and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to
      clause (v) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuer and the Trustee, which shall provide, among other things, that the
      transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities
      Act. Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause (iv), (v) or (vi) above to require the
      delivery of an opinion of counsel, certifications or other information satisfactory to the Issuer and the Trustee.

   

  	 	TRANSFEREE:	 	,


   

  	 	By:	 	 


   

  
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  EXHIBIT A

   

  FORM OF SUPPLEMENTAL INDENTURE

   

  TO BE DELIVERED BY SUBSEQUENT GUARANTORS

   

  SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of ______ 20__, among the Issuer, (the “Guaranteeing

        Subsidiary”), a subsidiary of the Issuer and Truist Bank, as trustee under the Indenture referred to below (the “Trustee”).

   

  W I T N E S E T H

   

  WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture dated
      as of April 14, 2022 (the “Indenture”), providing for the issuance of 4.750% Senior Secured Notes due 2029 (the “Notes”);

   

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

   

  WHEREAS, pursuant to Section 901 of the Indenture, the Trustee is authorized to execute and
      deliver this Supplemental Indenture.

   

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

   

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

   

  2.       AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an
      unconditional Note Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 12 thereof.

   

  3.       NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee,
      incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuer or any Guaranteeing Subsidiary 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.

   

  4.       GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT
      OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

   

  
    A-1 

    
      
 

  

   

  5.       COUNTERPARTS. The parties may sign any number of copies of this Supplemental
      Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of the Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution
      and delivery of the Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
      signatures for all purposes. This Supplemental Indenture shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a
      faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other
      relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other such electronic signature,
      shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed,
      scanned, or photocopied manual signature, or other such electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For the avoidance of doubt, original manual
      signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

   

  6       EFFECT OF HEADINGS. The Section headings herein are for convenience or reference only
      and are not intended to be considered a part hereof and shall not affect the construction hereof.

   

  7.       THE TRUSTEE. The Trustee makes no representation as to and shall not be responsible
      in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.

   

  
    A-2 

    
      
 

  

   

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

   

  Dated:  , 20___

   

  

  	 	ENTEGRIS, INC., as Issuer
	 	 	 
	 	By: 	    
	 	Name:
	 	Title:


   

  	 	[GUARANTEEING SUBSIDIARY],
	 	 	 
	 	By: 	          
	 	Name:
	 	Title:


  

   

  

  	 	TRUIST BANK, as Trustee
	 	 	 
	 	By: 	      
	 	Name:
	 	Title:


   

   

  
    A-3 

    
      
 

  

  
   

  EXHIBIT B

   

  FORM OF SUPPLEMENTAL INDENTURE

   

  TO BE DELIVERED IN CONNECTION WITH THE ASSUMPTION

   

  FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of ______ 20__, among the Entegris,
      Inc. (the “Company”), Entegris Escrow Corporation (the “Escrow Issuer”), the Guarantors party hereto and Truist Bank, as trustee under the Indenture referred to below (the “Trustee”).

   

  W I T N E S E T H

   

  WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture dated
      as of April 14, 2022 (the “Indenture”), providing for the issuance of 4.750% Senior Secured Notes due 2029 (the “Notes”);

   

  WHEREAS, Section 803 of the Indenture requires the Company to execute this Supplemental
      Indenture upon consummation of the Assumption on the Effective Date;

   

  WHEREAS, Section 1211 of the Indenture requires certain of the Company’s direct and indirect
      subsidiaries (including the Target and certain of its direct and indirect subsidiaries) (the “Assumption Guarantors”) to execute and deliver to the Trustee a supplemental indenture pursuant to which such Assumption Guarantors shall
      unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

   

  WHEREAS, pursuant to Section 901 of the Indenture, the Trustee is authorized to execute and
      deliver this Supplemental Indenture.

   

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

   

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

   

  2.       AGREEMENT TO BE BOUND. The Company hereby assumes the Escrow Issuer’s obligations
      for the due and punctual payment of the principal of and interest, and any Applicable Premium, if applicable, on all Notes issued pursuant to the Indenture and the performance and observance of each other obligation and covenant set forth in the
      Indenture to be performed or observed on the part of the Escrow Issuer. The Company is hereby substituted for, and may exercise every right and power of, the Escrow Issuer under the Indenture with the same effect as if the Company had been named as
      the Issuer in the Indenture, and the Company is a successor corporation under the Indenture.

   

  3.       AGREEMENT TO GUARANTEE. Each of the Assumption Guarantors hereby agrees to provide
      an unconditional Note Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 12 thereof and to be bound by all applicable provisions of the Indenture and the Notes.

   

  4.       GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT
      OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

   

  
    A-1 

    
      
 

  

   

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

   

  6.       COUNTERPARTS. The parties may sign any number of copies of this Supplemental
      Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of the Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution
      and delivery of the Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
      signatures for all purposes. This Supplemental Indenture shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a
      faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other
      relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other such electronic signature,
      shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed,
      scanned, or photocopied manual signature, or other such electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For the avoidance of doubt, original manual
      signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

   

  7       EFFECT OF HEADINGS. The Section headings herein are for convenience or reference only
      and are not intended to be considered a part hereof and shall not affect the construction hereof.

   

  8.       THE TRUSTEE. The Trustee makes no representation as to and shall not be responsible
      in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each of the Assumption Guarantors and the Issuer.

   

  9.       SEVERABILITY. In case any provision in this Supplemental Indenture 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 and such provision shall be ineffective only to the extent of such invalidity, illegality or
      unenforceability.

   

  
    A-2 

    
      
 

  

   

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

   

  Dated: ________, 20___

   

  

  	 	ENTEGRIS ESCROW CORPORATION
	 	 	 
	 	By: 	        
	 	Name:
	 	Title:


  

   

  
    A-3 

    
      
 

  

   

  

  	 	entegris, inc.
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	entegris gp, inc.
	 	 
	 	By:	 
	 		 Name:
	 	 	 Title:


   

  

  	 	entegris international holdings iv llc
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


  

   

  

  	 	entegris international holdings v llc
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	entegris international holdings, inc.
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	entegris pacific ltd.
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	entegris professional solutions, inc.
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  
    A-4

    
      

    

  

   

  	 	entegris specialty materials, llc
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	entegris taiwan holdings, inc.
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	poco graphite, inc.
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  
    A-5

    
      

    

  

   

  	 	cmc materials, inc.
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	CMC MATERIALS GLOBAL CORPORATION
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	QED TECHNOLOGIES, INC.
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	NEXPLANAR CORPORATION
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


    

  

  	 	INTERNATIONAL TEST SOLUTIONS, LLC
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


  

  

   

  

  	 	CMC MATERIALS KMG CORPORATION
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	KMG-BERNUTH, INC.
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	CMC MATERIALS EC, INC.
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  
    A-6

    
      

    

  

   

  	 	VAL-TEXAS, LLC
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	SEALWELD (USA), INC.
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	KMG-FLOWCHEM, INC.
	 	 
	 	 By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	FLOWCHEM LLC
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  

  	 	FLX INC.
	 	 
	 	By: 	 
	 		 Name:
	 	 	 Title:


   

  
    A-7

    
      

    

  

   

  	 	TRUIST BANK, as Trustee
	 	 	 
	 	By:	    
	 	Name:
	 	Title:


   

  
    A-8

    
      

    

  

   

  EXHIBIT
        C

   

  INCUMBENCY
      CERTIFICATE

   

  The
      undersigned, _________________________, being the ____________________of [Entegris Escrow Corporation/Entegris, Inc.]3, a Delaware corporation
      (the “Issuer”), does hereby certify, in such capacity and not in any individual capacity, that the individuals
      listed below are qualified and acting officers of the applicable entity as set forth in the right column opposite their respective
      names and the signatures appearing in the extreme right column opposite the name of each such officer is a true specimen of the
      genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the
      request of, Truist Bank, as Trustee under the Indenture dated as of April 14, 2022, by and
      among the Issuer and Truist Bank.

   

  	Name	Title and Entity	Signature
	 	 	 
	 	 	 


  IN
      WITNESS WHEREOF, the undersigned has duly executed and delivered this

   

  Certificate
      as of the ____ day of , 20__.

   

  Truist
      Bank shall be entitled to rely upon any instructions from the individuals listed herein until notified otherwise or until termination
      of the Indenture.

   

  [ENTEGRIS
      ESCROW CORPORATION/ENTEGRIS, INC.]4

   

  

  	By: 	 	 
	Name:	 
	Title:	 


     

  

  
  
     

  

  
  3
      Prior to the Assumption, Entegris Escrow Corporation; following the Assumption, Entegris, Inc.

   

  4
      Prior to the Assumption, Entegris Escrow Corporation; following the Assumption, Entegris, Inc.

   

  C-1