Exhibit 4.1


 





EXECUTION VERSION


 


 


 


 


 


 


 


 


 


 





 


 










 



 


 


 


 


 


VALEANT PHARMACEUTICALS INTERNATIONAL,
INC.


 






$1,250,000,000 6.50% SENIOR SECURED NOTES DUE 2022 


$2,000,000,000 7.00% SENIOR SECURED NOTES
DUE 2024


 


_______________________________


 


INDENTURE

DATED AS OF March 21, 2017


 


_______________________________


 


THE BANK OF NEW YORK MELLON,



as Trustee 


 


and
THE Notes Collateral AgentS PARTY HERETO


 


 


 


 


 


 


 


 






 


 






    


     

    

 


TABLE OF CONTENTS


 


Page


 


ARTICLE
1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


	Section 1.1	Definitions	1
	Section 1.2	Other Definitions	27
	Section 1.3	[Reserved].	28
	Section 1.4	Rules of Construction	28


 


ARTICLE
2



THE SECURITIES


 


	Section 2.1	Form and Dating	29
	Section 2.2	Execution and Authentication	30
	Section 2.3	Registrar and Paying Agent	30
	Section 2.4	Paying Agent to Hold Money in Trust	31
	Section 2.5	Noteholder Lists	31
	Section 2.6	Transfer and Exchange	31
	Section 2.7	Replacement Notes	32
	Section 2.8	Outstanding Notes	32
	Section 2.9	Treasury Notes	33
	Section 2.10	Temporary Notes	33
	Section 2.11	Cancellation	33
	Section 2.12	Legend; Additional Transfer and Exchange Requirements	33
	Section 2.13	CUSIP, Common Code and ISIN Numbers	35


 


ARTICLE
3



REDEMPTION AND PURCHASES


 


	Section 3.1	Right to Redeem	35
	Section 3.2	Selection of Notes to Be Redeemed	35
	Section 3.3	Notice of Redemption	36
	Section 3.4	Effect of Notice of Redemption	37
	Section 3.5	Deposit of Redemption Price	37
	Section 3.6	Notes Redeemed in Part	37
	Section 3.7	Optional Redemption	37
	Section 3.8	Purchase of Notes at Option of the Holder Upon Change of Control	39
	Section 3.9	Effect of Change of Control Purchase Notice	41
	Section 3.10	Deposit of Change of Control Purchase Price	42
	Section 3.11	Notes Purchased in Part	42
	Section 3.12	Compliance with Securities Laws upon Purchase of Notes	42
	Section 3.13	Repayment to the Company	42
	Section 3.14	Offer to Purchase by Application of Excess Proceeds	42


 


ARTICLE
4



COVENANTS


 


	Section 4.1	Payment of Notes	44



 



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	Section 4.2	Maintenance of Office or Agency	44
	Section 4.3	Reports	45
	Section 4.4	Compliance Certificates	46
	Section 4.5	Further Instruments and Acts	46
	Section 4.6	Maintenance of Corporate Existence	46
	Section 4.7	Changes in Covenants When Notes Rated Investment Grade	46
	Section 4.8	Restricted Payments	46
	Section 4.9	Incurrence of Indebtedness and Issuance of Preferred Stock	49
	Section 4.10	[Reserved].	52
	Section 4.11	Liens	52
	Section 4.12	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	52
	Section 4.13	Transactions with Affiliates	54
	Section 4.14	Asset Sales	55
	Section 4.15	Additional Note Guarantees	57
	Section 4.16	Designation of Restricted and Unrestricted Subsidiaries	57
	Section 4.17	Business Activities	57
	Section 4.18	[Reserved]	57
	Section 4.19	Stay, Extension and Usury Laws	58
	Section 4.20	Notice of Default	58
	Section 4.21	Payment of Additional Amounts	58
	Section 4.22	After-Acquired Property	60
	Section 4.23	Additional Material Real Estate Assets	61
	Section 4.24	No Impairment of the Security Interests	61


 


ARTICLE
5

MERGER, CONSOLIDATION OR SALE OF ASSETS


 


	Section 5.1	Merger, Consolidation or Sale of Assets	62
	Section 5.2	Successor Substituted	63


 


ARTICLE
6



DEFAULT AND REMEDIES


 


	Section 6.1	Events of Default	63
	Section 6.2	Acceleration	65
	Section 6.3	Other Remedies	65
	Section 6.4	Waiver of Defaults and Events of Default	65
	Section 6.5	Control by Majority	65
	Section 6.6	Limitations on Suits	66
	Section 6.7	Rights of Holders to Receive Payment	66
	Section 6.8	Collection Suit by Trustee	66
	Section 6.9	Trustee May File Proofs of Claim	66
	Section 6.10	Priorities	67
	Section 6.11	Undertaking for Costs	67


 


ARTICLE
7



TRUSTEE


 


	Section 7.1	Duties of Trustee	67
	Section 7.2	Rights of Trustee	68
	Section 7.3	Individual Rights of Trustee	69
	Section 7.4	Trustee’s Disclaimer	69
	Section 7.5	Notice of Default or Events of Default	69



 



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	Section 7.6	[Reserved].	69
	Section 7.7	Compensation and Indemnity	69
	Section 7.8	Replacement of Trustee	70
	Section 7.9	Successor Trustee by Merger, Etc.	71
	Section 7.10	Eligibility; Disqualification	71
	Section 7.11	Preferential Collection of Claims Against the Company	71
	Section 7.12	Collateral Documents; Intercreditor Agreements	71


 


ARTICLE
8



DEFEASANCE; SATISFACTION AND

DISCHARGE OF INDENTURE


 


	Section 8.1	Satisfaction and Discharge of Indenture	71
	Section 8.2	Legal Defeasance	72
	Section 8.3	Covenant Defeasance	73
	Section 8.4	Application of Trust Money	74
	Section 8.5	Repayment to the Company	74
	Section 8.6	Reinstatement	75


 


ARTICLE
9



AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


	Section 9.1	Without Consent of Holders	75
	Section 9.2	With Consent of Holders	76
	Section 9.3	Notice of Amendment, Supplement or Waiver	77
	Section 9.4	Revocation and Effect of Consents	77
	Section 9.5	Notation on or Exchange of Notes	77
	Section 9.6	Trustee to Sign Amendments, Etc.	77
	Section 9.7	Effect of Supplemental Indentures	77


 


ARTICLE
10



NOTE GUARANTEES


 


	Section 10.1	Note Guarantees	77
	Section 10.2	Execution and Delivery of Note Guarantees	79
	Section 10.3	Limitation on Note Guarantor Liability	79
	Section 10.4	Merger and Consolidation of Note Guarantors	79
	Section 10.5	Release	80


 


ARTICLE
11



MISCELLANEOUS


 


	Section 11.1	Certain Trust Indenture Act Sections	80
	Section 11.2	Notices	80
	Section 11.3	Communications by Holders With Other Holders	82
	Section 11.4	Certificate and Opinion of Counsel as to Conditions Precedent	82
	Section 11.5	Record Date for Vote or Consent of Holders	83
	Section 11.6	Rules by Trustee, Paying Agent and Registrar	83
	Section 11.7	Legal Holidays	83
	Section 11.8	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	83
	Section 11.9	No Adverse Interpretation of Other Agreements	83



 



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	Section 11.10	No Recourse Against Others	84
	Section 11.11	Successors	84
	Section 11.12	Multiple Counterparts	84
	Section 11.13	Separability	84
	Section 11.14	Table of Contents, Headings, etc.	84
	Section 11.15	Calculations in Respect of the Notes	84
	Section 11.16	Agent for Service and Waiver of Immunities	84
	Section 11.17	Judgment Currency	84
	Section 11.18	Foreign Currency Equivalent	85
	Section 11.19	Usury Savings Clause	85
	Section 11.20	Interest Act (Canada)	85
	Section 11.21	Tax Matters	85


 


ARTICLE
12



COLLATERAL


 


	Section 12.1	Collateral Documents	85
	Section 12.2	Release of Collateral	86
	Section 12.3	Suits to Protect the Collateral	88
	Section 12.4	Authorization of Receipt of Funds by the Trustee Under the Collateral Documents	88
	Section 12.5	Purchaser Protected	88
	Section 12.6	Powers Exercisable by Receiver or Trustee	88
	Section 12.7	Release Upon Termination of the Company’s Obligations	89
	Section 12.8	Notes Collateral Agents	89


 


ARTICLE
13



PARALLEL DEBT


 


	Section 13.1	Purpose; Governing Law.	94
	Section 13.2	Parallel Debt (The Netherlands, Poland, Japan, Slovenia)	95
	Section 13.3	Parallel Debt (France)	95
	Section 13.4	Parallel Debt (Hungary)	96
	Section 13.5	Parallel Debt and Collateral (Germany)	96
	Section 13.6	Parallel Debt (Belarus)	97
	Section 13.7	Parallel Debt (Belgium)	99
	Section 13.8	Additional Parallel Debt Provisions	99


 


EXHIBITS


 


	EXHIBIT A-1	-	FORM OF 2022 NOTE
	EXHIBIT A-2	-	FORM OF 2024 NOTE
	EXHIBIT B	-	FORM OF GUARANTEE
	EXHIBIT C	-	FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	EXHIBIT D	-	FORM OF CANADIAN NOTE GUARANTEE



 



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THIS INDENTURE dated as of March 21, 2017
is among Valeant Pharmaceuticals International, Inc., a corporation continued under the British Columbia Business Corporations
Act (the “Company”), the Note Guarantors party hereto, The Bank of New York Mellon (“BNY Mellon”),
a New York banking corporation, not in its individual capacity but solely as Trustee, Registrar, and Paying Agent (the “Trustee”),
BNY Mellon, as a notes collateral agent (together with certain of its branches, affiliates and agents party hereto) and Lord Securities
Corporation (“LSC”), a corporation organized under the laws of the State of Delaware, as a notes collateral
agent.


 


In consideration of the premises and the
purchase of the Notes by the Holders thereof, all parties agree as follows for the benefit of the other and for the equal and ratable
benefit of the registered Holders of the Company’s Notes.


 


ARTICLE 1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1 Definitions.


 


“144A Global Notes” means
the 2022 Global Notes and the 2024 Global Notes.


 


“2022 Global Notes” means
a Global Note substantially in the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement Legend
deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will initially be issued in a
denomination equal to the principal amount of the 2022 Notes sold in reliance on Rule 144A.


 


“2024 Global Notes” means
a Global Note substantially in the form of Exhibit A-2 hereto bearing the Global Note Legend and the Private Placement Legend
deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will initially be issued in a
denomination equal to the principal amount of the 2024 Notes sold in reliance on Rule 144A.


 


“2022 Notes” means any
of the Company’s 6.50% Senior Secured Notes due 2022, as amended or supplemented from time to time, that are issued under
this Indenture.


 


“2024 Notes” means any
of the Company’s 7.00% Senior Secured Notes due 2024, as amended or supplemented from time to time, that are issued under
this Indenture.


 


“2022 Regulation S Global Note”
means a Global Note substantially in the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will initially be
issued in a denomination equal to the principal amount of the 2022 Notes sold in reliance on Regulation S.


 


“2024 Regulation S Global Note”
means a Global Note substantially in the form of Exhibit A-2 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will initially be
issued in a denomination equal to the principal amount of the 2024 Notes sold in reliance on Regulation S.


 


“Acquired Debt” means,
with respect to any specified Person:


 


(1)       Indebtedness
of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person
and which is not satisfied in full at such time, whether or not such Indebtedness is incurred in connection with, or in contemplation
of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and


 


(2)       Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 




    	 



    	 



    

“Additional 2022 Notes”
means the additional principal amount of 2022 Notes (other than the Initial 2022 Notes) that may be issued from time to time under
this Indenture in accordance with Section 2.1(c) of this Indenture as part of the same series of 2022 Notes issued on the date
hereof other than Notes issued in exchange for, or replacement of outstanding Notes.


 


“Additional 2024 Notes”
means the additional principal amount of 2024 Notes (other than the Initial 2024 Notes) that may be issued from time to time under
this Indenture in accordance with Section 2.1(c) of this Indenture as part of the same series of 2024 Notes issued on the date
hereof other than Notes issued in exchange for, or replacement of outstanding Notes.


 


“Additional Notes” means
any Additional 2022 Notes or Additional 2024 Notes.


 


“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.


 


“After-Acquired Property”
means property (other than Excluded Assets) that is intended to be Collateral acquired by the Company or a Note Guarantor (including
property of a Person that becomes a new Note Guarantor after the Issue Date) that is not automatically subject to a perfected security
interest under the Collateral Documents, provided that, while any obligations under the Credit Agreement are outstanding,
After-Acquired Property shall not include any asset or property that is not pledged to secure the obligations under the Credit
Agreement.


 


“Agent” means any Registrar
or Paying Agent.


 


“Applicable Premium”
means, as determined by the Company, (x) with respect to a 2022 Note, the greater of


 


(1)       1.0%
of the then outstanding principal amount of such 2022 Note and


 


(2)       (a)
the present value of all remaining required interest and principal payments due on such 2022 Note and all premium payments relating
to such Note assuming a redemption date of March 15, 2019 computed using a discount rate equal to the Treasury Rate plus 50 basis
points, minus


 


(b)       the
then outstanding principal amount of such 2022 Note, minus


 


(c)       accrued
interest paid on the date of redemption; and


 


(y) with respect to a 2024 Note, the greater of


 


(1)       1.0%
of the then outstanding principal amount of such 2024 Note and


 


(2)       (a)
the present value of all remaining required interest and principal payments due on such 2024 Note and all premium payments relating
to such 2024 Note assuming a redemption date of March 15, 2020, computed using a discount rate equal to the Treasury Rate plus
50 basis points, minus


 


(b)       the
then outstanding principal amount of such 2024 Notes, minus


 


(c)       accrued
interest paid on the date of redemption.


 


“Applicable Procedures”
means, with respect to any transfer or exchange of beneficial ownership interests in the Global Notes, the rules and procedures
of the Depositary, Euroclear and Clearstream, in each case to the extent applicable, to such transfer or exchange.


 




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“Asset Sale” means:


 


(1)       the
sale, lease, conveyance or other disposition of any assets, property or rights outside of the ordinary course of business; provided
that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries
taken as a whole will be governed by Section 3.8 and/or Section 5.1 hereof and not by the provisions of Section 4.14; and


 


(2)       the
issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its
Restricted Subsidiaries, in each case other than directors’ qualifying shares.


 


Notwithstanding the preceding, none of the
following items will be deemed to be an Asset Sale:


 


(1)       any
single transaction or series of related transactions that involves assets having a Fair Market Value of less than $100.0 million;


 


(2)       a
transfer of assets between or among the Company and its Restricted Subsidiaries;


 


(3)       an
issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to another Restricted Subsidiary of the
Company;


 


(4)       any
sale of receivables in connection with a Qualified Securitization Transaction;


 


(5)       the
sale or other disposition of cash or Cash Equivalents;


 


(6)       a
Restricted Payment or Permitted Investment that is permitted by Section 4.8 hereof;


 


(7)       the
license or sublicense of intellectual property or other general intangibles and licenses, leases or subleases of other property
which do not materially interfere with the business of the Company and its Restricted Subsidiaries, taken as a whole, determined
in good faith by the Company;


 


(8)       the
sale, exchange or other disposition of obsolete, worn out, uneconomical or surplus assets, including any such intellectual property;


 


(9)       the
sale, lease, conveyance or other disposition to the extent required by, or made pursuant to, customary buy/sell arrangements between
joint venture parties set forth in joint venture arrangements and similar binding agreements;


 


(10)       foreclosures
on, or condemnation of, assets and the surrender or waiver of contract rights or the settlement, release or surrender of contract,
tort or other claims; and


 


(11)       sales,
transfers or other dispositions of assets for consideration at least equal to the Fair Market Value of the assets sold or disposed
of, but only if the consideration received consists of property or assets (other than cash, except to the extent used as a bona
fide means of equalizing the value of the property or assets involved in the swap transaction; provided, however,
that cash does not exceed 10% of the sum of the amount of the cash and the Fair Market Value of the assets received or given) of
a nature or type that are used in a business having property or assets of a nature or type or engaged in a Permitted Business (or
Capital Stock of a Person whose assets consist of assets of the type described in this clause (11)).


 


“Attributable Debt” in
respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period
for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated
using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.


 




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“Bankruptcy Law” means
any of Title 11 of the United States Code, the BIA, the CCAA, the WURA and the CBCA, and any other applicable insolvency, corporate
arrangement or restructuring or other similar law of any jurisdiction including any law of any jurisdiction permitting a debtor
to obtain a stay or a compromise of the claims of its creditors against it.


 


“Beneficial Owner” has
the meaning assigned to such term in Rule l3d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person”
will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion
or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.
The terms “Beneficially Owns” and “Beneficially Owned” have corresponding meanings.


 


“BIA” means the Bankruptcy
and Insolvency Act (Canada).


 


“Board of Directors”
means:


 


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


 


(2)       with
respect to a partnership, the Board of Directors of the general partner of the partnership or any committee thereof duly authorized
to act on behalf of such board; and


 


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


 


“Business Day” means
each day that is not a Legal Holiday.


 


“Canadian Note Guarantee”
means each Guarantee of the obligations with respect to the Notes issued by each Canadian Note Guarantor pursuant to the terms
of this Indenture and substantially in the form of Exhibit D.


 


“Canadian Note Guarantor”
means each Note Guarantor that is organized under the laws of Canada or any province or territory thereof.


 


“Capital Lease Obligations”
means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that
time be required to be capitalized on a balance sheet in accordance with GAAP.


 


“Capital Markets Indebtedness”
means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering
registered under the Securities Act, (b) a private placement to institutional investors that is resold in accordance with Rule
144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of such debt
securities to registration thereof with the SEC or (c) a private placement to institutional investors. For the avoidance of doubt,
the term “Capital Markets Indebtedness” does not include any Indebtedness under the Credit Agreement, Indebtedness
incurred in connection with a sale and leaseback transaction, Indebtedness incurred in the ordinary course of business of the Company,
Capital Lease Obligations or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not
customarily viewed as a “securities offering.”


 


“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;


 




    -4-


     

    

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


 


(4)       any
other interest or participation (including, without limitation, quotas) 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.


 


“Cash Equivalents” means:


 


(1)       securities
issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (provided,
that the full faith and credit of the U.S. is pledged in support thereof) having repricings or maturities of not more than one
year from the date of acquisition;


 


(2)       certificates
of deposit and time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with
maturities not exceeding one year and overnight bank deposits, in each case, with any U.S. commercial bank having capital and surplus
in excess of $500.0 million;


 


(3)       repurchase
obligations with a term of not more than 14 days for underlying securities of the types described in clauses (1) and (2) above
entered into with any financial institution meeting the qualifications specified in clause (2) above;


 


(4)       commercial
paper having a rating of at least “P-2” or better from Moody’s or at least “A-2” or better from S&P,
or carrying an equivalent rating by an internationally recognized rating agency and, in each case, maturing within one year after
the date of acquisition;


 


(5)       auction-rate,
corporate and municipal securities, in each case (x) having either short-term debt ratings of at least “P-2” or better
from Moody’s or at least “A-2” or better from S&P or long-term senior debt ratings of “A2” or
better from Moody’s or at least “A” or better from S&P, or carrying an equivalent rating by an internationally
recognized rating agency, (y) having repricings or maturities of not more than one year from the date of acquisition and (z) which
are classifiable as cash and cash equivalents under GAAP;


 


(6)       money
market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5)
of this definition; or


 


(7)       in
the case of the Company or any Foreign Subsidiary:


 


(a)       direct
obligations of the sovereign nation, or any agency thereof, in which the Company or such Foreign Subsidiary is organized or is
conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation, or any agency thereof; provided,
that such obligations have repricings or maturities of not more than one year from the date of acquisition and are used by the
Company or such Foreign Subsidiary in accordance with normal investment practices for cash management in investments of the type
analogous to clauses (1) through (5) above; or


 


(b)       investments
of the type and maturity described in clauses (1) through (5) above of foreign obligors, which investments or obligors have ratings
described in such clauses or equivalent ratings from internationally recognized rating agencies; provided, that such investments
are used by the Company or such Foreign Subsidiary in accordance with normal investment practices for cash management in investments
of the type analogous to clauses (1) through (5) above.


 


“CBCA” means the Canada
Business Corporations Act.


 


“CCAA” means the Companies’
Creditors Arrangement Act (Canada).


 




    -5-


     

    

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


 


(1)any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act) becomes the Beneficial Owner, other than by way of merger or consolidation
of the Company, of shares of the Company’s Voting Stock representing 50% or more of the total voting power of all of the
Company’s outstanding Voting Stock;


 


(2)       the
Company consolidates with, or merges with or into, another Person, or the Company, directly or indirectly, sells, assigns, conveys,
transfers, leases or otherwise disposes of all or substantially all of the properties or assets of the Company and its Restricted
Subsidiaries, taken as a whole (other than by way of merger or consolidation), in one or a series of related transactions, or any
Person consolidates with, or merges with or into, the Company, in any such event other than pursuant to a transaction in which
the Persons that Beneficially Owned the shares of the Company’s Voting Stock immediately prior to such transaction Beneficially
Own at least a majority of the total voting power of all outstanding Voting Stock (other than Disqualified Stock) of the surviving
or transferee Person; or


 


(3)       the
holders of the Company’s Capital Stock approve any plan or proposal for the liquidation or dissolution of the Company (whether
or not otherwise in compliance with this Indenture).


 


Notwithstanding the foregoing, a transaction
will not be deemed to involve a Change of Control if (1) the Company becomes a direct or indirect wholly-owned Subsidiary of a
holding company and (2) (a) the direct or indirect holders of the Voting Stock of the ultimate parent holding company immediately
following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that
transaction or (b) no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the Beneficial
Owner of 50% or more of the total voting power of the Voting Stock of such ultimate parent holding company.


 


“Clearstream” means Clearstream
Banking, société anonyme, Luxembourg.


 


“Collateral” means all
of the assets and properties subject to Liens granted by the Company or any Note Guarantor in favor of any Notes Collateral Agent
for the benefit of the Trustee and the Holders.


 


“Collateral Agent” means
the Notes Collateral Agent or the Credit Agreement Collateral Agent, as applicable.


 


“Collateral Documents”
means the First Lien Intercreditor Agreement and the security documents pursuant to which the Company and the Note Guarantors grant
Liens in favor of the relevant Notes Collateral Agent to secure Obligations under this Indenture.


 


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


 


“Consolidated Cash Flow”
means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus
(without duplication):


 


(1)       provision
for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision
for taxes was deducted in computing such Consolidated Net Income; plus


 


(2)       Fixed
Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such expense was deducted in computing
such Consolidated Net Income; plus


 


(3)       any
restructuring charges or expenses (which, for the avoidance of doubt, shall include retention, severance, systems establishment
costs, excess pension charges, contract termination costs and


 




    -6-


     

    

costs to consolidate facilities
and relocate employees), to the extent that any such charge or expense was deducted in computing such Consolidated Net Income;
plus


 


(4)       fees
and expenses in connection with any proposed or actual issuance of any Indebtedness or Equity Interests, or any proposed or actual
acquisitions, Investments, Asset Sales or divestitures permitted to be incurred under this Indenture; plus


 


(5)       depreciation,
amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior
period), and other non-cash charges or expenses (including impairment charges and other write-offs of intangible assets and goodwill,
but excluding amortization of a prepaid cash expense that was paid in a prior period to the extent added back in such prior period)
of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash
charges or expenses were deducted in computing such Consolidated Net Income; provided that if any such non-cash charge or
expense (or any portion thereof) represents an accrual or reserve for any potential cash items in any future period, (i) the Company
may elect not to add back such non-cash charge in the then-current period and instead add back such amount to a following period,
and (ii) to the extent the Company elects to add back such non-cash charge, the cash payment in respect thereof in such future
period shall be subtracted from Consolidated Cash Flow to the same extent in such future period; plus


 


(6)       any
expense or charge for extraordinary, unusual or non-recurring expenses or charges (including costs of, and payments of, litigation
expenses, actual or prospective legal settlements, fines, judgments or orders); provided that in the case of costs of, and
payments of, litigation expenses, actual or prospective legal settlements, fines, judgments or orders added back to Consolidated
Cash Flow pursuant to this clause (6), such amount shall not exceed $500,000,000 in any twelve-month period, of which no more than
$250,000,000 may pertain to any such costs, payments, expenses, settlements, fines, judgments or orders, in each case, arising
out of any actual or potential claim, investigation, litigation or other proceeding that the Company has not publicly disclosed
(via press release and/or any filing with the SEC) on or prior to the Issue Date; minus


 


(7)       non-cash
items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,
in each case, on a consolidated basis and determined in accordance with GAAP.


 


“Consolidated Net Income”
means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis, determined in accordance with GAAP; provided that:


 


(1)       the
Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting
will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted
Subsidiary of the Person;


 


(2)       solely
for purposes of Section 4.8 hereof, the Net Income of any Restricted Subsidiary (other than any Note Guarantor) will be excluded
to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income
is not at the date of determination permitted without any prior governmental approval (that has not been obtained or cannot be
obtained other than pursuant to customary filings) or, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary
or its stockholders;


 


(3)       the
cumulative effect of a change in accounting principles will be excluded;


 


(4)       any
unrealized net gain or loss resulting in such period from Hedging Obligations or other derivative instruments will be excluded;


 




    -7-


     

    

(5)       any
expense or charge attributable to the disposition of discontinued operations will be excluded;


 


(6)       non-cash
goodwill or asset impairment charge and any non-cash compensation expense recorded from grants of stock, stock appreciation or
similar rights, stock options, restricted stock or other rights to officers, directors, employees or consultants of such Person
or any of its Restricted Subsidiaries will be excluded;


 


(7)       any
amortization expense incurred during such period with respect to products acquired by the Company or any of its Subsidiaries that
are used or useful in a Permitted Business will be excluded;


 


(8)       any
gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale;
or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness
of such Person or any of its Restricted Subsidiaries will be excluded;


 


(9)       any
extraordinary, nonrecurring or unusual gain or loss, together with any related provision for taxes on such extraordinary, nonrecurring
or unusual gain or loss will be excluded;


 


(10)       any
(i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any
non-cash deemed finance charges in respect of any pension liabilities or other provisions or on the re-valuation of any benefit
plan obligation and (ii) income (loss) attributable to deferred compensation plans or trusts, will be excluded;


 


(11)       any
purchase accounting effects including adjustments to inventory, property and equipment, software and other intangible assets and
deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects
of such adjustments pushed down to the Restricted Subsidiaries), as a result of any consummated acquisition, or the amortization
or write-off of any amounts thereof (including any write-off of in process research and development) will be excluded; and


 


(12)       to
the extent covered by insurance and actually reimbursed, or, so long as the Company has made a determination that there exists
reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not
denied by the applicable carrier in writing within 90 days and (b) in fact reimbursed within 365 days of the date of such evidence
(with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability
or casualty events or business interruption; provided that (x) if net income is increased as a result of any amounts received
from an insurer in respect of such a liability, casualty event or business interruption and the right to be so reimbursed was used
in a prior period to increase Consolidated Net Income pursuant to this clause (12), such amounts received shall be excluded from
Consolidated Net Income and (y) to the extent the actual reimbursement received is less than the expected reimbursement amount
excluded in a prior period pursuant to this clause (12), Consolidated Net Income shall be reduced by the difference in the period
in which such lower actual reimbursement amounts are received or in which a final judgment of a court of competent jurisdiction
is made that the Company is entitled to no reimbursement.


 


“Consolidated Total Assets”
means, as of any date of determination, the total assets shown on the consolidated quarterly or annual balance sheet of the Company
and its Restricted Subsidiaries as of the most recent date for which such a quarterly or annual balance sheet is available, determined
on a consolidated basis in accordance with GAAP (and in the case of any determination relating to any incurrence of Indebtedness
or Investment, on a pro forma basis). In addition, “Consolidated Total Assets” will be calculated in a manner consistent
with the definition of “Fixed Charge Coverage Ratio” to give effect to transactions that occurred after the date of
the most recent quarterly or annual balance sheet date.


 


“Corporate Trust Office”
means the designated office of the Trustee at which at any particular time its corporate trust business shall be administered which
office at the date of the execution of this Indenture is located at


 




    -8-


     

    

101 Barclay Street, Floor 7E, New York, New
York 10286, Attention: Corporate Trust Administration or at any other time at such other address as the Trustee may designate from
time to time by notice to the Company.


 


“Covered Jurisdiction”
means the jurisdiction of organization of the Company or the applicable Guarantor and in the case of the Company or any Guarantor
organized in the United States or Canada, any other state or province thereof, as applicable.


 


“Credit Agreement” means
the Third Amended and Restated Credit and Guaranty Agreement, dated as of February 13, 2012, as in effect on the Issue Date (as
it may be amended, restated, replaced, supplemented or otherwise modified from time to time), among the Company, certain subsidiaries
of the Company, as guarantors, the lenders party thereto from time to time, Goldman Sachs Lending Partners LLC, J.P. Morgan Securities
LLC and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A. and Morgan
Stanley Senior Funding, Inc., as co-syndication agents, JPMorgan Chase Bank, N.A., as issuing bank, Barclays Bank PLC (as successor
to Goldman Sachs Lending Partners LLC), as administrative agent and collateral agent, as amended, supplemented, restated and otherwise
modified, together with the related documents thereto (including any guarantees and security documents), and in each case as amended,
extended, renewed, restated, supplemented or otherwise modified (in whole or in part and without limitation as to amount, terms,
conditions, covenants and other provisions) from time to time, and any agreement or instrument (and related documents) governing
Indebtedness incurred to refinance or replace, in whole or in part, the borrowings and commitments then outstanding or permitted
to be outstanding under such facilities or a successor facility, whether by the same or any other bank, institutional lender, purchaser,
investor, trustee or agent or group thereof.


 


“Credit Agreement Collateral Agent”
means Barclays Bank PLC in its capacity as collateral agent under the Credit Agreement (together with its permitted successors
and assigns).


 


“Credit Facilities” means
the facilities under the Credit Agreement and one or more other debt facilities, credit agreements, commercial paper facilities,
indentures or other agreements in each case with banks, institutional lenders, purchasers, investors, trustees or agents providing
for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to
special purpose entities formed to borrow from such lenders against such receivables), letters of credit or other extensions of
credit or other Indebtedness, in each case including any notes, mortgages, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, extended, renewed, restated, supplemented or otherwise modified
(in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time,
and any agreement or instrument (and related documents) governing Indebtedness incurred to refinance or replace, in whole or in
part, the borrowings and commitments then outstanding or permitted to be outstanding under such facilities or a successor facility,
whether by the same or any other bank, institutional lender, purchaser, investor, trustee or agent or group thereof.


 


“Custodian” means any
receiver, trustee, assignee, liquidator, sequestrator, receiver-manager, custodian, administrative receiver, administrator or similar
official under any Bankruptcy Law.


 


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


 


“Definitive Notes” means
Notes that are in substantially the form attached hereto as Exhibit A-1 or Exhibit A-2, as applicable, and that
do not include the information to which footnotes 1, 5, 6 and 8 thereof apply.


 


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


 


“Designated Noncash Consideration”
means noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that
is designated by the Company as Designated Noncash Consideration, less the amount of cash or Cash Equivalents received in connection
with a subsequent sale of


 




    -9-


     

    

such Designated Noncash Consideration, which
cash and Cash Equivalents shall be considered Net Proceeds received as of such date and shall be applied pursuant to Section 4.14.


 


“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 thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior
to the date that is 91 days after the date on which the applicable series of Notes mature. Notwithstanding the preceding sentence,
any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require
the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified
Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant
to such provisions unless such repurchase or redemption complies with Section 4.8 hereof


 


“Dollar Equivalent” of
any amount means, at the time of determination thereof,


 


(1)       if
such amount is expressed in U.S. dollars, such amount, or


 


(2)       if
such amount is expressed in any other currency, the equivalent of such amount in U.S. dollars determined by using the rate of exchange
quoted by Barclays Capital Inc. in New York, New York at 11:00 a.m. (New York City time) on the date of determination (or, if such
date is not a Business Day, the last Business Day prior thereto) to prime banks in New York for the spot purchase in the New York
currency exchange market of such amount of U.S. dollars with such currency.


 


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


 


“DTC” means The Depository
Trust Company.


 


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


 


“Equity Offering” means
a public or private offering of Equity Interests (other than Disqualified Stock).


 


“Euroclear” means Euroclear
Bank S.A./N.V.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as in effect from time to
time.


 


“Excluded Account” shall
mean any Deposit Account, Securities Account or Commodity Account (each such term as defined in the UCC) (a) the funds in which
are used, in the ordinary course of business, solely for the payment of salaries and wages, workers’ compensation, pension
benefits and similar expenses or taxes related thereto, (b) maintained as a zero balance account (the entire balance of which is
swept at the end of each Business Day to an account subject to the Credit Agreement Collateral Agent’s control) that is a
disbursement account, (c) maintained solely as a fiduciary account or other account maintained solely to secure obligations of
the Company and its Subsidiaries where such obligations and the Liens on such account are permitted by clauses (4), (5), (10) or
(23) of the definition of Permitted Liens and (d) so long as the Credit Agreement is outstanding, that constitutes an “Excluded
Account” (or equivalent term) under the Credit Agreement collateral documents.


 


“Excluded Assets” shall
mean certain property excluded from the Collateral, including:


 


(1)       any
lease, license, contract or agreement to which any Grantor is a party, and any of its rights or interest thereunder, if and to
the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor,
or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term,
provision or condition would


 




    -10-


     

    

be rendered ineffective with respect
to the creation of the security interest hereunder pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code, the PPSA or principles
of equity); provided, however, that the Collateral shall include (and such security interest shall attach) immediately
at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately
to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in clause (i) or (ii) above;
provided further that the exclusions referred to in this clause (1) shall not include any proceeds of any such lease, license,
contract or agreement unless such proceeds result in the consequences described in this clause (1) after giving effect to the first
proviso in clause (1);


 


(2)       any
Excluded Securities;


 


(3)       any
“intent to use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C.
§ 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment
to Allege Use” pursuant to Section 1 of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely
during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any
registration that issues from such intent to use application under applicable Federal law;


 


(4)       any
motor vehicles and any other asset subject to certificates of title to the extent that a Lien thereon cannot be perfected by the
filing of financing statements or similar filings under the UCC, PPSA or the Civil Code of Quebec in the applicable Grantor’s
jurisdiction of organization or, if applicable, where such asset is situated;


 


(5)       any
Letter-of-Credit Rights (other than any Letter-of-Credit-Rights constituting a Supporting Obligation (as defined in the UCC) for
a receivable or other Collateral in which any Notes Collateral Agent has a valid and perfected security interest);


 


(6)       Excluded
Accounts;


 


(7)       any
assets owned by the Company or any Guarantor on the date hereof or hereafter acquired and any proceeds thereof that are subject
to a Lien securing Indebtedness permitted to be incurred pursuant to this Indenture to the extent and for so long as the contract
or other agreement in which such Lien is granted (or the documentation providing for applicable purchase money Indebtedness) validly
prohibits the creation of any other Lien on such assets and proceeds;


 


(8)       any
property or assets in circumstances where the cost, burden or consequences (including adverse tax consequences) of obtaining or
perfecting a security interest in such property or assets, as determined in good faith by the Company in writing, are excessive
in relation to the practical benefit to the Holders of the Notes afforded in this Indenture; provided that, if the Credit
Agreement is then outstanding, the same determination is made in respect of the Lien on such assets securing the Credit Agreement;


 


(9)       any
property constituting or that is the proceeds of aircraft, aircraft engines, satellites, ships or railroad rolling stock (unless
any such property or assets are pledged as collateral in respect of the Credit Agreement);


 


(10)       Rule
3-16 Capital Stock; and


 


(11)       so
long as the Credit Agreement is outstanding, any asset that is not pledged to secure obligations arising in respect of the Credit
Agreement (whether pursuant to the terms of the Credit Agreement (and any related documents) or as a result of any determination
made thereunder, or by amendment, waiver or otherwise).


 


“Excluded Security” shall
mean (i) any Equity Interest or other security representing voting Equity Interests in a First-Tier Foreign Subsidiary in excess
of, or other than, 65% of all voting Equity Interests in such First-


 




    -11-


     

    

Tier Foreign Subsidiary, (ii) any interest
in a joint venture or non-wholly owned Subsidiary to the extent and for so long as the attachment of the security interest created
hereby therein would violate any joint venture agreement, organizational document, shareholders agreement or equivalent agreement
relating to such joint venture or non-wholly owned Subsidiary; provided that Equity Interests in Subsidiaries of the Company
the minority interest in which is held by management, directors or employees of the Company or its Subsidiaries or consists of
rolled over equity shall not be considered Excluded Securities, (iii) any Equity Interest the pledge of which in support of the
Obligations is otherwise prohibited by applicable law, (iv) any Equity Interest in the entities listed on Schedule 1.1 to the Security
Agreement solely to the extent that the transfer or assignment of such Equity Interest is prohibited by contractual requirements
applicable to the Grantor holding such Equity Interest, including the requirements of the organizational documents of the issuer
of such Equity Interest; provided that the Equity Interest in any such entity shall no longer constitute an Excluded Security
for purposes of this Indenture if at any time the prohibitions on transfer or assignment of such Equity Interest are no longer
applicable to such Person and (v) any Equity Interest that constitutes an “Excluded Security” (or equivalent term)
under the Credit Agreement collateral documents.


 


“Existing Indebtedness”
means Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness incurred under Section 4.9(b)(i) or
(xx) hereof) in existence on the date of this Indenture, until such amounts are repaid.


 


“Existing Senior Notes”
means (x) Valeant’s outstanding, 6.375% Senior Notes due 2020, 7.00% Senior Notes due 2020, 6.75% Senior Notes due 2021 and
7.25% Senior Notes due 2022 and (y) the Company’s outstanding 6.75% Senior Notes due 2018, 5.375% Senior Notes due 2020,
7.50% Senior Notes due 2021, 5.625% Senior Notes due 2021, 5.50% Senior Notes due 2023, 5.875% Senior Notes due 2023, 4.50% Senior
Notes due 2023 and 6.125% Senior Notes due 2025.


 


“Fair Market Value” means
the price that could be negotiated in an arm’s-length transaction, for cash, between a willing seller and a willing and able
buyer, neither of whom is under undue pressure or compulsion to complete the transaction, determined in good faith by (i) a responsible
financial officer or accounting officer of the Company with respect to valuations not in excess of $750.0 million and (ii) the
Board of Directors of the Company with respect to valuations equal to or in excess of $750.0 million, as applicable.


 


“Fall Away Event” means,
with respect to a series of the Notes, such time as the Notes of such series shall have an Investment Grade Rating and the Company
shall have delivered to the Trustee an Officers’ Certificate certifying that the foregoing condition has been satisfied.


 


“Final Maturity Date”
means March 15, 2022, with respect to the 2022 Notes and March 15, 2024, with respect to the 2024 Notes.


 


“First Lien Intercreditor Agreement”
means that certain First Lien Intercreditor Agreement, dated as of the Issue Date, by and among the Notes Collateral Agents, the
Trustee and the Credit Agreement Collateral Agent, as the same may be amended, amended and restated, supplemented, modified or
replaced from time to time.


 


“First Lien Notes Secured Parties”
means the Trustee, the Notes Collateral Agents and the Holders of the Notes.


 


“First Priority Credit Obligations”
means any and all amounts payable under or in respect of any Credit Agreement as amended, restated, supplemented, waived, replaced,
restructured, repaid, refunded, refinanced or otherwise modified from time to time, in each case, to the extent secured by a first
priority security interest in the Collateral.


 


“First Priority Lien”
means all Liens that secure the First Priority Notes Obligations.


 


“First Priority Notes Obligations”
means all Obligations of the Company and the Note Guarantors under or in respect of the Notes, this Indenture and the Collateral
Documents.


 




    -12-


     

    

“First Priority Obligations”
means (i) the First Priority Credit Obligations, (ii) the First Priority Notes Obligations and (iii) and any other Obligations
secured by First Priority Liens on the Collateral and subject to the First Lien Intercreditor Agreement that are permitted to be
incurred and secured by such Lien pursuant to this Indenture.


 


“First-Tier Foreign Subsidiary”
means a Foreign Subsidiary that is a direct Subsidiary of (x) Valeant or (y) any Note Guarantor that is a Domestic Subsidiary of
Valeant.


 


“Fixed Charge Coverage Ratio”
means, with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period
to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries
incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or
issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage
Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma
effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase
or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable
four-quarter reference period.


 


To the extent the Company elects pursuant
to an Officers’ Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness
as being incurred prior to the actual incurrence thereof pursuant to Section 4.9(e) hereof, the Company shall deem all or such
portion of such commitment of such Indebtedness, as applicable, as having been incurred and to be outstanding for purposes of calculating
the Fixed Charge Coverage Ratio for any period in which the Company makes any such election and for any subsequent period until
such commitments or such Indebtedness, as applicable, are no longer outstanding.


 


In addition, for purposes of calculating
the Fixed Charge Coverage Ratio:


 


(1)       acquisitions
that have been made by the specified Person or any of its Restricted Subsidiaries, including through consolidations or mergers
and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period
and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter
reference period and Consolidated Cash Flow for such reference period will be calculated (x) on a pro forma basis in accordance
with Regulation S-X promulgated by the SEC and, in addition, (y) to give effect to any Pro Forma Cost Savings;


 


(2)       the
Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the Calculation Date, will be excluded; and


 


(3)       the
Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed
of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges
will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.


 


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


 


(1)       the
consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including,
without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component
of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed
interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of
credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Interest Rate
Hedging Obligations; plus


 




    -13-


     

    

(2)       the
consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus


 


(3)       any
interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured
by a Lien on assets of such Person or one of its Restricted Subsidiaries; plus


 


(4)       all
dividends, whether paid or accrued and whether or not in cash, on any Disqualified Stock or any series of preferred stock of such
Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the
Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, in each case, on a consolidated
basis and determined in accordance with GAAP; minus


 


(5)       the
consolidated interest income of such Person and its Restricted Subsidiaries for such period; minus


 


(6)       amortization
of deferred financing fees, debt issuance costs, commissions, fees and expenses and expensing of any financing fees.


 


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


 


“GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such
other statements by such other entity as have been approved by a significant segment of the accounting profession, as in effect
on January 30, 2015.


 


“Global Note Legend”
means the legend set forth in Exhibit A-1 and Exhibit A-2 hereof, as applicable, which is required to be
placed on all Global Notes issued under this Indenture.


 


“Global Securities” means
the Notes that are substantially in the form attached hereto as Exhibit A-1 and Exhibit A-2, as applicable,
and that include the information called for by footnotes 1, 5, 6 and 8 thereof, and which are deposited with the Depositary or
its custodian and registered in the name of the Depositary or its nominee.


 


“Government Securities”
means, as applicable, (i) direct non-callable obligations of, or guaranteed by, the United States of America for the timely payment
of which guarantee or obligations the full faith and credit of the U.S. is pledged and (ii) direct non-callable obligations of,
or guaranteed by, a member state of the European Union for the timely payment of which guarantee or obligations the full faith
and credit of the government of such member state is pledged.


 


“Grantor” has the meaning
given to such term (or any equivalent term, such as pledgor or mortgagor) in the applicable Collateral Documents.


 


“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.


 


“Hedging Obligations”
means, with respect to any specified Person:


 


(1)       Interest
Rate Hedging Obligations; and


 


(2)       the
obligations of such Person under agreements or arrangements designed to protect such Person against fluctuations in currency exchange
rates.


 




    -14-


     

    

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


 


“Indebtedness” means,
with respect to any specified Person, any indebtedness of such Person, whether or not contingent (without duplication):


 


(1)       in
respect of borrowed money;


 


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


 


(3)       in
respect of banker’s acceptances;


 


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


 


(5)       representing
the balance deferred and unpaid of the purchase price of any property, which balance is (a) due more than twelve months from the
date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument, and except any
such balance that constitutes an accrued expense or trade payable; or


 


(6)       representing
net payment obligations under any Hedging Obligations,


 


if and to the extent any of the preceding items (other than
letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified
Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes (x) all Indebtedness of others
secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), the
amount of such obligation being deemed to be the lesser of the Fair Market Value of such asset and the amount of the obligation
so secured and (y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other
Person.


 


Notwithstanding the foregoing, in connection
with the purchase by a Person or any of its Restricted Subsidiaries of any business, the term “Indebtedness” will exclude
indemnification or post-closing payment adjustments or earn-out or similar obligations to which the seller may become entitled
to the extent such payment is determined by a final closing balance sheet, working capital calculation or other similar method
or such payment depends on the performance of such business after the closing; provided, however, that, at the time
of closing, the amount of any such payment is not determinable or is of a contingent nature and, to the extent such payment thereafter
becomes fixed and finally determined, the amount is paid within 60 days thereafter.


 


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; and


 


(2)       the
principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the
case of any other Indebtedness.


 


“Indenture” means this
Indenture as amended or supplemented from time to time pursuant to the terms of this Indenture.


 


“Initial 2022 Notes”
means the $1,250,000,000 aggregate principal amount of 2022 Notes issued on the date hereof.


 


“Initial 2024 Notes”
means the $2,000,000,000 aggregate principal amount of 2024 Notes issued on the date hereof.


 




    -15-


     

    

“Initial Notes” means
the Initial 2022 Notes and the Initial 2024 Notes.


 


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


 


(1)       interest
rate swap agreements, interest rate cap agreements and interest rate collar agreements; and


 


(2)       other
agreements or arrangements designed to protect such Person against fluctuations in interest rates.


 


“Investment Grade Rating “
means a rating of Baa3 or better by Moody’s or BBB- or better by S&P (or its equivalent under any successor rating categories
of Moody’s or S&P) (or, in each case, if such Rating Agency ceases to rate the applicable series of Notes for reasons
outside of the control of the Company, the equivalent investment grade credit rating from any Rating Agency selected by the Company
as a replacement Rating Agency).


 


“Investments” means,
with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on
a balance sheet prepared in accordance with GAAP. If (i) the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect
to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company or (ii) a Restricted Subsidiary
of the Company is redesignated as an Unrestricted Subsidiary, the Company will be deemed to have made an Investment on the date
of any such sale, disposition or redesignation equal to the Fair Market Value of the Company’s Investments in such Subsidiary
that were not sold or disposed of in an amount determined as provided in Section 4.8(c) hereof. For the avoidance of doubt, acquisitions
of or licenses for products or assets used or useful in a Permitted Business do not constitute Investments.


 


“Issue Date” means March
21, 2017, the date of the initial issuance of the Notes under this Indenture.


 


“Letter-of-Credit Rights”
has the meaning given to such term in the UCC.


 


“Lien” means, with respect
to any asset, any mortgage, lien, pledge, charge (fixed and/or floating), 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 PPSA (or equivalent statutes) of any jurisdiction.


 


“Material Real Estate Asset”
means any fee owned Real Estate Asset having a fair market value in excess of $20,000,000; provided that in no event shall
Material Real Estate Assets include the Real Estate Assets of the Company and its Subsidiaries owned as of June 29, 2011 and located
in (a) Carolina, Puerto Rico and (b) Christ Church, Barbados.


 


“Moody’s” means
Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.


 


“Net Income” means, with
respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction
in respect of preferred stock dividends.


 


“Net Proceeds” means
the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale),
net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees,
and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of
the Asset Sale, in each case,


 




    -16-


     

    

after taking into account any available tax
credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other
than Pari Passu Indebtedness and the Notes, secured by a Lien on the asset or assets that were the subject of such Asset Sale and
any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.


 


“Non-Recourse Debt” means
Indebtedness:


 


(1)       as
to which none of the Company or any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise,
or (c) constitutes the lender;


 


(2)       no
default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against
an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the
Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment
of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and


 


(3)       as
to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or
any of its Restricted Subsidiaries.


 


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


 


“Notes” means the 2022
Notes and 2024 Notes (each, a “Note”), as amended or supplemented from time to time, that are issued under this
Indenture.


 


“Notes Collateral Agents”
means BNY Mellon, The Bank of New York Mellon, London Branch, The Bank of New York Mellon, Singapore Branch, BTA Institutional
Services Australia Limited, BNY Mellon Corporate Trustee Services Limited and LSC (together with those persons who become respective
notes collateral agents pursuant to the terms of this Indenture), acting severally and not jointly; LSC may perform its duties
and exercise its rights and powers hereunder and under the Collateral Documents by or through one or more of its Subsidiaries or
Affiliates acting as its sub-agent or directly as collateral agent thereunder, as the case may be, for any or all of such purposes
(collectively, the “LSC Sub-Agents”) and, accordingly, whenever reference is made to the Note Collateral Agents
(and/or in singular form, to a or the “Notes Collateral Agent”), such reference shall be deemed to include the
LSC Sub-Agents, if and to the extent applicable.


 


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


 


“Note Guarantee” means
each Guarantee of the obligations with respect to the Notes issued by a Subsidiary of the Company pursuant to the terms of this
Indenture.


 


“Note Guarantor” means
each Subsidiary of the Company that becomes a guarantor of the Notes pursuant to the terms of this Indenture.


 


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


 


“Offering Memorandum”
means the Offering Memorandum dated March 9, 2017, with respect to the Notes.


 


“Officer” means the Chairman
of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Controller, Treasurer,
the Secretary or any Assistant Controller, Assistant Treasurer or Assistant Secretary of the Company.


 




    -17-


     

    

“Officers’ Certificate”
means a certificate signed by two Officers; provided, however, that for purposes of Section 4.4 hereof, “Officers’
Certificate” means a certificate signed by the principal executive officer, principal financial officer or principal accounting
officer of the Company and by one other Officer.


 


“Opinion of Counsel”
means a written opinion from legal counsel reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to
the Company.


 


“Parallel Debt” means
in relation to an Underlying Debt an obligation to pay to a Notes Collateral Agent and/or Trustee (as applicable) an amount equal
to (and in the same currency as) the amount of the Underlying Debt.


 


“Pari Passu Indebtedness”
means Indebtedness of the Company or a Note Guarantor that is secured equally and ratably by Liens on the Collateral having the
same priority as the Liens securing the Notes or the Note Guarantees; provided that an authorized representative of the
holders of such Indebtedness shall be a party to the First Lien Intercreditor Agreement.


 


“Participant” means,
a member of, or participant or account holder in, DTC, Euroclear and/or Clearstream.


 


“Permitted Asset Swap”
means the substantially concurrent purchase and sale or exchange of assets used or useful in a Permitted Business or a combination
of such assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided
that any cash or Cash Equivalents received must be applied in accordance with Section 4.14 of this Indenture.


 


“Permitted Business”
means any business conducted by the Company and its Restricted Subsidiaries on the Issue Date and any business that is in the judgment
of the Company reasonably related, ancillary or complementary to the business of the Company and its Restricted Subsidiaries on
the Issue Date or a natural extension thereof.


 


“Permitted Investments”
means:


 


(1)       any
Investment in the Company or in a Restricted Subsidiary of the Company;


 


(2)       any
Investment in cash and Cash Equivalents;


 


(3)       any
Investment by the Company or any Subsidiary of the Company in a Person, if as a result of such Investment:


 


(a)       such
Person becomes a Restricted Subsidiary of the Company; or


 


(b)       such
Person is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into,
the Company or a Restricted Subsidiary of the Company;


 


and, in each case, any Investment held by such Person;
provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation,
transfer, conveyance or liquidation;


 


(4)       any
Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.14 hereof;


 


(5)       any
Investments made solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;


 


(6)       (i)
any Investments received in compromise of obligations owed to the Company or any of its Restricted Subsidiaries created in the
ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency
of any trade creditor or customer


 




    -18-


     

    

or in satisfaction of judgments
and (ii) Investments by the Company or any of its Restricted Subsidiaries in a Securitization Special Purpose Entity or any Investment
by a Securitization Special Purpose Entity in any other Person, in each case, in connection with a Qualified Securitization Transaction;


 


(7)       receivables
owing to the Company or any Restricted Subsidiary of the Company if created or acquired in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms (which trade terms may include such concessionary trade terms
as the Company or any such Restricted Subsidiary deems reasonable under the circumstances), and other Investments to the extent
such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’
compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary;


 


(8)       Investments
represented by Hedging Obligations;


 


(9)       Investments
in existence on the date of this Indenture and any extension, modification or renewal of any such Investments, but only to the
extent such extension, modification or renewal does not involve additional advances, contributions or other Investments of cash
or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount
or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the date of this
Indenture);


 


(10)       payroll,
travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses
for accounting purposes and that are made in the ordinary course of business;


 


(11)       loans
and advances to officers, directors and employees in the ordinary course of business in the aggregate amount outstanding at any
one time not to exceed $25.0 million;


 


(12)       Investments
in a Permitted Joint Venture or Unrestricted Subsidiary, when taken together with all other Investments made pursuant to this clause
(12) that are at the time outstanding, not to exceed the greater of (x) $675.0 million and (y) 2.5% of Consolidated Total Assets;
and


 


(13)       other
Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13)
that are at the time outstanding, not to exceed the greater of (x) $2.0 billion and (y) 7.5% of Consolidated Total Assets.


 


“Permitted Joint Venture”
means any joint venture (which may be in the form of a limited liability company, partnership, corporation or other entity) in
which the Company or any of its Restricted Subsidiaries is a joint venturer; provided, however, that the joint venture
is engaged solely in a Permitted Business.


 


“Permitted Liens” means:


 


(1)       Liens
securing Indebtedness and other Obligations under Credit Facilities that were permitted by the terms of this Indenture to be incurred
under Section 4.9(b)(i) or (xx) hereof;


 


(2)       Liens
in favor of the Company or any Note Guarantor;


 


(3)       Liens
on property of a Person existing at the time such Person is merged with or into or consolidated with or is acquired by the Company
or any Subsidiary of the Company; provided, that such Liens were not incurred in contemplation of such merger, consolidation
or acquisition and do not extend to any assets other than those of the Person merged into, consolidated with or acquired by the
Company or the Subsidiary;


 




    -19-


     

    

(4)       Liens
on property existing at the time of acquisition of the property by the Company or any Subsidiary of the Company, provided,
that such Liens were not incurred in contemplation of such acquisition;


 


(5)       Liens
to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business;


 


(6)       Liens
to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.9(b)(iv) or Section 4.9(b)(v) hereof, covering
only the assets acquired with such Indebtedness (and improvements or accessions thereto);


 


(7)       Liens
existing on the date of this Indenture;


 


(8)       Liens
for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith
by appropriate proceedings promptly instituted and diligently concluded, provided, that any reserve or other appropriate
provision as is required in conformity with GAAP has been made therefor;


 


(9)       (i)
Liens securing Hedging Obligations and (ii) Liens existing under or by reason of Indebtedness or other contractual requirements
of a Securitization Special Purpose Entity or any Standard Securitization Undertaking, in each case in respect of this subclause
(ii) in connection with a Qualified Securitization Transaction;


 


(10)       Liens
arising by reason of deposits necessary to obtain standby letters of credit in the ordinary course of business;


 


(11)       Liens
to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however,
that:


 


(a)       the
new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant
to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds
or distributions thereof); and


 


(b)       the
Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount
or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses,
including premiums, related to such refinancing, refunding, extension, renewal or replacement;


 


(12)       Liens
of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed the greater of (x) $275.0
million and (y) 1.0% of Consolidated Total Assets at any one time outstanding;


 


(13)       survey
title exceptions, title defects, encumbrances, easements, reservations of, or rights of others for, rights of way, sewers, electric
lines, telegraph or telephone lines and other similar purposes or zoning or other restrictions as to the use of real property not
materially interfering with the business of the Company and its Restricted Subsidiaries taken as a whole;


 


(14)       Liens
arising by operation of law in favor of landlords, mechanics, carriers, warehousemen, materialmen, laborers, employees, suppliers
or the like, incurred in the ordinary course of business for sums which are not yet delinquent or are being contested in good faith
by negotiations or by appropriate proceedings which suspend the collection thereof;


 


(15)       Liens
arising out of judgments, decrees, orders or awards in respect of which the Company or a Restricted Subsidiary of the Company shall
in good faith be prosecuting an appeal or proceedings


 




    -20-


     

    

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;


 


(16)       Liens
securing the Notes issued on the Issue Date and the Note Guarantees with respect thereto;


 


(17)       Liens
securing one or more local working capital facilities of Foreign Subsidiaries, so long as such Liens do not extend to the assets
of any Person other than such foreign Restricted Subsidiaries;


 


(18)       Liens
on assets of Foreign Subsidiaries securing Indebtedness incurred by Foreign Subsidiaries pursuant to Section 4.9(b)(xiii) hereof;


 


(19)       Liens
imposed pursuant to licenses, sublicenses, leases and subleases which do not materially interfere with the ordinary conduct of
the business of the Company and its Restricted Subsidiaries taken as a whole;


 


(20)       Liens
incurred to secure cash management services in the ordinary course of business;


 


(21)       customary
restrictions on, or options, contracts or other agreements for, transfers of assets contained in agreements related to any sale
of assets pending such sale; provided that such restrictions apply only to the assets to be sold and such sale is otherwise
permitted by this Indenture;


 


(22)       Liens
securing obligations to the Trustee arising under this Indenture and similar Liens in favor of trustees, agents and representatives
arising under instruments governing Indebtedness permitted to be incurred under this Indenture ;


 


(23)       Liens
on trusts, cash or Cash Equivalents or other funds in connection with the defeasance (whether by covenant or legal defeasance),
discharge or redemption of Indebtedness, pending consummation of a strategic transaction, or similar obligations; provided
that such defeasance, discharge or redemption is otherwise permitted by this Indenture; and


 


(24)       Liens
to secure any Indebtedness permitted to be incurred pursuant to Section 4.9, provided that at the time of its incurrence
and after giving pro forma effect thereto, the Secured Leverage Ratio would be no greater than 3.00 to 1.0; and to the extent such
Liens are on Collateral, an authorized representative of the Holders of such Indebtedness and the Notes Collateral Agents shall
execute a joinder to the First Lien Intercreditor Agreement (in the form attached thereto) as a holder of Pari Passu Indebtedness.


 


In the event that a Permitted Lien meets
the criteria of more than one of the types of Permitted Liens (at the time of incurrence or at a later date), the Company in its
sole discretion may divide, classify or from time to time reclassify all or any portion of such Permitted Lien in any manner that
complies with this definition and such Permitted Lien shall be treated as having been made pursuant only to the clause or clauses
of the definition of Permitted Lien to which such Permitted Lien has been classified or reclassified.


 


“Permitted Refinancing Indebtedness”
means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which
are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); 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 Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all
accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);


 




    -21-


     

    

(2)       such
Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average
Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded;


 


(3)       if
the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is contractually subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of,
and 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 Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and


 


(4)       if
the Indebtedness being refinanced is Indebtedness of the Company or a Note Guarantor, such Permitted Refinancing Indebtedness is
also Indebtedness of the Company or a Note Guarantor.


 


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


 


“PPSA” means the Personal
Property Security Act (Ontario); provided, however, if the validity, attachment, perfection (or opposability), effect
of perfection or of non-perfection or priority of a Notes Collateral Agent’s security interest in any Collateral are governed
by the personal property security laws or laws relating to personal or movable property of any jurisdiction in Canada other than
the Province of Ontario, PPSA shall include those personal property security laws or laws relating to personal or movable property
in such other jurisdiction for the purpose of the provisions hereof relating to such validity, attachment, perfection (or opposability),
effect of perfection or of non-perfection or priority and for the definitions related to such provisions.


 


“Principal” or “principal”
of a debt security, including the Notes, means the principal of the security plus, when appropriate, the premium, if any, on the
security.


 


“Pro Forma Cost Savings”
means, without duplication, with respect to any period, the reductions in costs and other operating improvements or operating synergies
with respect to an acquisition that are reasonably identifiable, factually supportable, reasonably attributable to the action specified
and reasonably anticipated to result from such actions; provided that the relevant actions have been taken or initiated
and the benefits resulting therefrom are anticipated to be realized within 18 months of the date of such acquisition (including,
for the avoidance of doubt, actions that will be taken or initiated so long as the benefits resulting therefrom are anticipated
to be realized within 18 months of the date of such acquisition), as if all such reductions in costs and other operating improvements
or operating synergies had been effected as of the beginning of such period, decreased by any recurring incremental expenses incurred
or to be incurred during such four-quarter period in order to achieve such reduction in costs. Pro Forma Cost Savings described
in the preceding sentence shall be calculated in good faith by a responsible financial or accounting officer of the Company and
shall be accompanied by a certificate delivered to the Trustee from the Company’s chief financial officer that generally
outlines the specific actions taken or expected to be taken and the net cost reductions and other operating improvements or operating
synergies achieved or expected to be achieved from each such action and certifies that such cost reductions and other operating
improvements or synergies meet the criteria set forth in the preceding sentence.


 


“Qualified Securitization Transaction”
means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant
to which the Company or such Restricted Subsidiary may sell, convey, grant a security interest in or otherwise transfer to a Securitization
Special Purpose Entity, and such Securitization Special Purpose Entity may sell, convey, grant a security interest in or otherwise
transfer to any other Person, any Securitization Program Assets (whether now existing or arising in the future).


 


“Rating Agency” means
(1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside of the control
of the Company, a nationally recognized statistical rating organization under the Exchange Act selected by the Company as a replacement
agency for Moody’s or S&P, as the case may be.


 


“Real Estate Asset” means,
at any time of determination, any interest (fee, leasehold or otherwise) then owned by the Company or any Note Guarantor in any
real property.


 




    -22-


     

    

“Redemption Date” or
“redemption date” means the date specified for redemption of the Notes in accordance with the terms thereof
and this Indenture.


 


“Regulation S” means
Regulation S under the Securities Act or any successor to such regulation.


 


“Regulation S-X” means
Regulation S-X under the Securities Act or any successor to such regulation.


 


“Regulation S Global Note”
means a 2022 Regulation S Global Note and 2024 Regulation S Global Note in substantially the form of Exhibit A-1 or Exhibit
A-2 hereto, as applicable, that includes the information called for by footnotes 1, 5, 6 and 8 thereof and that is deposited
with or on behalf of and registered in the name of the Depositary or its nominee, transferred pursuant to Regulation S.


 


“Restricted Definitive Note”
means a Definitive Note that is a Restricted Note.


 


“Restricted Global Note”
means a permanent Global Note that is substantially in the form of Exhibit A-1 or Exhibit A-2, as applicable, attached
hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached
thereto, and that is deposited with or on behalf of and registered in the name of the Depositary or a nominee of the Depositary,
representing Notes that bear the Legend.


 


“Restricted Investment”
means an Investment other than a Permitted Investment.


 


“Restricted Note” means
a Note required to bear the restricted legend set forth in the form of Notes set forth in Exhibit A-1 or Exhibit A-2,
as applicable, of this Indenture.


 


“Restricted Subsidiary”
of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. For the avoidance of doubt, Valeant
shall at all times be considered a Restricted Subsidiary of the Company.


 


“Rule 3-16 Capital Stock”
means any Capital Stock of any Subsidiary, in the event that Rule 3-16 of Regulation S-X requires or is amended, modified or interpreted
by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would
require) the filing with the SEC (or any other governmental agency) of separate financial statements of the Company or any such
Subsidiary due to the fact that such Subsidiary’s Capital Stock secures the Notes and the Note Guarantees, provided that
such Capital Stock shall automatically be deemed (in accordance with the terms of the applicable Collateral Document) not to be
part of the Collateral securing the Notes and Note Guarantees only to the extent necessary to not be subject to such requirement.


 


“Rule 144” means Rule
144 promulgated under the Securities Act or any successor to such rule.


 


“Rule 144A” means Rule
144A promulgated under the Securities Act or any successor to such rule.


 


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


 


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


 


“S&P” means Standard
& Poor’s Ratings Group, Inc., or any successor to the rating agency business thereof.


 


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


 


“Secured Leverage Ratio”
means the ratio of (i) the Total Consolidated Indebtedness of the Company and its Restricted Subsidiaries that is secured by a
Lien on the Collateral or on other assets of the Company and its Restricted Subsidiaries, after giving effect to all incurrences
and repayments of Indebtedness on the relevant transaction date (net of unrestricted cash and Cash Equivalents of the Company and
its Restricted Subsidiaries as of such date), provided that in the event the Company proposes to incur Indebtedness pursuant
to clauses (i) and (xx) of 


 




    -23-


     

    

Section 4.9(b) hereof on the same day, Indebtedness
incurred under clause (i) on that date shall not be included in the calculation of the Secured Leverage Ratio for purposes of the
calculation to be made pursuant to such clause (xx) on such date or clause (xxiv) of the definition of “Permitted Liens”
on such date (but shall, for the avoidance of doubt, be included in any and all subsequent calculations of the Secured Leverage
Ratio to the extent then outstanding and secured) to (ii) Consolidated Cash Flow of the Company for the most recent four consecutive
full fiscal quarters for which financial statements are available ending on or prior to the transaction date. In addition, the
“Secured Leverage Ratio” will be calculated in a manner consistent with the definition of “Fixed Charge Coverage
Ratio” to give effect to transactions that would require pro forma adjustments to such ratio.


 


To the extent the Company elects pursuant
to an Officers’ Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness
as being incurred prior to the actual incurrence thereof pursuant to Section 4.9(e) hereof, the Company shall deem all or such
portion of such commitment or such Indebtedness, as applicable, as having been incurred and to be outstanding for purposes of calculating
the Secured Leverage Ratio for any period in which the Company makes any such election and for any subsequent period until such
commitments or such Indebtedness, as applicable, are no longer outstanding.


 


“Secured Party Claim”
means any amount which the Company or any Note Guarantor owes to a First Lien Notes Secured Party under or in connection with the
Notes Documents.


 


“Securities Act” means
the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.


 


“Securitization Program Assets”
means (i) all receivables customarily transferred in connection with asset securitization transactions by the Company or any of
its Restricted Subsidiaries pursuant to documents relating to any Qualified Securitization Transaction, (ii) all rights arising
under the documentation governing or related to receivables (including rights in respect of Liens securing such receivables and
other credit support in respect of such receivables), any proceeds of such receivables and any lockboxes or accounts in which such
proceeds are deposited, spread accounts and other similar accounts (and any amounts on deposit therein) established in connection
with a Qualified Securitization Transaction, any warranty, indemnity, dilution and other intercompany claim arising out of the
documents relating to such Qualified Securitization Transaction and other assets which are customarily transferred or in respect
of which security interests are customarily granted in connection with asset securitizations involving accounts receivable and
(iii) all collections (including recoveries) and other proceeds of the assets described in the foregoing clauses (i) and (ii).


 


“Securitization Special Purpose
Entity” means a Person (including, without limitation, a Restricted Subsidiary) created in connection with the transactions
contemplated by a Qualified Securitization Transaction, which Person engages in no activities and holds no assets other than those
incidental to such Qualified Securitization Transaction.


 


“Security Agreement”
means that certain U.S. Pledge and Security Agreement, dated as of the Issue Date, by and among each of the Note Guarantors party
thereto and BNY Mellon, in its capacity as Collateral Agent (or its successor).


 


“Shared Collateral” shall
have the meaning given to such term in the First Lien Intercreditor Agreement.


 


“Significant Subsidiary”
means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated by the SEC, as such regulation is in effect on the date hereof.


 


“Standard Securitization Undertakings”
means all representations, warranties, covenants, indemnities, performance guarantees and servicing obligations entered into by
the Company or any Subsidiary (other than a Securitization Special Purpose Entity) which are customary in connection with any Qualified
Securitization Transaction.


 


“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 original documentation 


 




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governing such Indebtedness, 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) to vote in the election of directors, managers or trustees of the corporation,
association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more
of the other Subsidiaries of that Person (or a combination thereof); and


 


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


 


“TIA” means the Trust
Indenture Act of 1939, as amended, and the rules and regulations thereunder as in effect on the date of this Indenture, except
to the extent any amendment to the Trust Indenture Act expressly provides for application of the Trust Indenture Act as in effect
on another date.


 


“Total Consolidated Indebtedness”
means Indebtedness consisting of Indebtedness for borrowed money, Capital Lease Obligations, letters of credit (only to the extent
of any unreimbursed drawings thereunder), debt obligations evidenced by promissory notes and similar instruments and Guarantees
in respect of any of the foregoing.


 


“Total Leverage Ratio”
means the ratio of (i) Total Consolidated Indebtedness of the Company and its Restricted Subsidiaries, after giving effect to all
incurrences and repayments of Indebtedness on the transaction date (net of unrestricted cash and Cash Equivalents of the Company
and its Restricted Subsidiaries as of such date), to (ii) Consolidated Cash Flow of the Company and its Restricted Subsidiaries
for the most recent four consecutive full fiscal quarters for which financial statements are available ending on or prior to the
transaction date. In addition, the “Total Leverage Ratio” will be calculated in a manner consistent with the definition
of “Fixed Charge Coverage Ratio” to give effect to transactions that would require pro forma adjustments to such ratio.


 


To the extent the Company elects pursuant
to an Officers’ Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness
as being incurred prior to the actual incurrence thereof pursuant to Section 4.9(e) hereof, the Company shall deem all or such
portion of such commitment or such Indebtedness, as applicable, as having been incurred and to be outstanding for purposes of calculating
the Total Leverage Ratio for any period in which the Company makes any such election and for any subsequent period until such commitments
or such Indebtedness, as applicable, are no longer outstanding.


 


“Treasury Rate” means
(x) with respect to the 2022 Notes, the rate per annum equal to the yield to maturity at the time of computation of U.S. Treasury
securities with a constant maturity most nearly equal to the period from such date of redemption to March 15, 2019, provided,
however, that if the period from such date of redemption to March 15, 2019 is not equal to the constant maturity of a U.S.
Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated
to the nearest one-twelfth of a year) from the weekly average yields of U.S. Treasury securities for which such yields are given,
except that if the period from such date of redemption to March 15, 2019 is less than one year, the weekly average yield on actually
traded U.S. Treasury securities adjusted to a constant maturity of one year shall be used; and (y) means with respect to the 2024
Notes, the rate per annum equal to the yield to maturity at the time of computation of U.S. Treasury securities with a constant
maturity most nearly equal to the period from such date of redemption to March 15, 2020, provided, however, that
if the period from such date of redemption to March 15, 2020 is not equal to the constant maturity of a U.S. Treasury security
for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest
one-twelfth of a year) from the weekly average yields of U.S. Treasury securities for which such yields are given, except that
if the period from such date of redemption to March 15, 2020 is less than one year, the weekly average yield on actually traded
U.S. Treasury securities adjusted to a constant maturity of one year shall be used. In each such instance, the Company shall obtain
the Treasury Rate.


 




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“Trustee” means The Bank
of New York Mellon, a New York banking corporation, until a successor replaces it in accordance with the provisions of this Indenture,
and thereafter means the successor.


 


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


 


“UCC” or “Uniform
Commercial Code” means the Uniform Commercial Code as the same may be in effect from time to time in the State of New
York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it applies to any item
or items of Collateral.


 


“Underlying Debt” means
in relation to the Company or any Note Guarantor and at any time, each obligation (whether present or future, actual or contingent)
owing by the Company or such Note Guarantor to a First Lien Notes Secured Party under this Indenture, the Notes or the Collateral
Documents (including for the avoidance of doubt any change or increase in those obligations pursuant to or in connection with any
amendment or supplement or restatement or novation of this Indenture, the Notes or any Collateral Document, in each case whether
or not anticipated as of the date of this Indenture) excluding the Company’s or such Note Guarantor’s Parallel Debt
or German Parallel Debt, as applicable.


 


“Unrestricted Subsidiary”
means any Subsidiary (other than Valeant) of the Company that is designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a resolution of the Board of Directors of the Company, but only to the extent that such Subsidiary:


 


(1)       has
no Indebtedness other than Non-Recourse Debt;


 


(2)       is
not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company
or such Restricted Subsidiary, in each case, taken as a whole, than those that might be obtained at the time from Persons who are
not Affiliates of the Company;


 


(3)       is
a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation
(a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause
such Person to achieve any specified levels of operating results; and


 


(4)       has
not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted
Subsidiaries.


 


Any designation of a Subsidiary of the Company
as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of
the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such
designation complied with the preceding conditions and was permitted by Section 4.8 hereof. If, at any time, any Unrestricted Subsidiary
would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary
for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary
of the Company as of such date, and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.9 hereof,
the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness
and, if applicable, related Liens by a Restricted Subsidiary of the Company of any outstanding Indebtedness and, if applicable,
related Liens of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness and, if applicable,
related Liens are permitted under Section 4.9 hereof and, if applicable, Section 4.11 hereof (other than clause (3) under the definition
of “Permitted


 




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Liens”), calculated, if applicable,
on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default
or Event of Default would be in existence following such designation.


 


“Valeant” means Valeant
Pharmaceuticals International, a Delaware corporation, and its successors.


 


“Vice President” when
used with respect to the Company 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
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 at any date, the number of years obtained by dividing:


 


(1)       the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of
years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by


 


(2)       the
then outstanding principal amount of such Indebtedness.


 


“WURA” means the Winding-Up
and Restructuring Act (Canada).


 


Section 1.2 Other Definitions.


 


	
        TERM 
	
        DEFINED
IN SECTION 

	“Acceptable Commitment”	4.14(b)
	“Additional Amounts”	4.21(a)
	“Affiliate Transaction”	4.13(a)
	“Agent Members”	2.1(b)
	“Agreed Guarantee Principles”	4.15
	“Applicable Collateral Limitations”	4.22
	“Asset Sale Offer”	4.14(c)/3.14
	“Authorized Agent”	11.16
	“Belgian Guarantor”	13.7(a)
	“Benefited Party”	10.1(b)
	“Change in Tax Law”	3.7(e)
	“Change of Control Offer”	3.8(b)
	“Change of Control Purchase Date”	3.8(b)
	“Change of Control Purchase Notice”	3.8(c)
	“Change of Control Purchase Price”	3.8(a)
	“Company Notice”	3.8(b)
	“Company Order”	2.2
	“Corresponding Debt”	13.3(b)/13.5(b)
	“Covenant Defeasance”	8.3
	“Event of Default”	6.1
	“Excess Proceeds”	4.14(c)
	“FATCA”	4.21(b)(vii)
	“French Security Documents” 	13.3
	“French Parallel Debt” 	13.3(a)
	“Foreign Security Agreements”	13.2(a)
	“German Parallel Debt”	13.5(b)
	 	 




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        TERM 
	
        DEFINED
IN SECTION 




	“incur”	4.9(a)
	“Initial Lien”	4.11
	“Judgment Currency”	11.17
	“Legal Defeasance”	8.2
	“Legal Holiday”	11.7
	“Legend”	2.12(a)
	“Notes Collateral Agent Claim”	13.6(a)(i)
	“Notice of Default”	6.1
	“Offer Amount”	3.14
	“Offer Period”	3.14
	“Parallel Debt Undertaking”	13.7(b)
	“Paying Agent”	2.3
	“Payment Default”	6.1(e)
	“Payor”	4.21(a)
	“Permitted Debt”	4.9(b)
	“Purchase Date”	3.14
	“QIB”	2.1(a)
	“Registrar”	2.3
	“Regulation 803 Reimbursement”	4.21(d)
	“Relevant Taxing Jurisdiction”	4.21(a)
	“Restricted Payments”	4.8(a)
	“Tax”	4.21(a)


 


Section 1.3
[Reserved]. 


 


Section 1.4 Rules of
Construction. Unless the context otherwise requires:


 


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


 


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


 


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


 


(D)       provisions
apply to successive events and transactions;


 


(E)       the
term “merger” includes a statutory share exchange and the term “merged” has a correlative meaning;


 


(F)       the
masculine gender includes the feminine and the neuter;


 


(G)      references
to agreements and other instruments include subsequent amendments thereto;


 


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


 


(I)        references
to ratings by Moody’s or S&P shall include any successor equivalent ratings if either Moody’s or S&P changes
its ratings scale subsequent to the date of this Indenture;


 


(J)        except
as otherwise provided for herein, the Notes of each series will be treated as a single class for all purposes under this Indenture,
including, without limitation, waivers, amendments, redemptions and offers to purchase; and


 




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(K)       a
reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of
any statute or regulation which amends, revises, restates, supplements or supersedes any such statute or any such regulation.


 


ARTICLE 2



THE SECURITIES


 


Section 2.1 Form and Dating.
The Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form set
forth in Exhibit A-1 in the case of the 2022 Notes and Exhibit A-2 in the case of the 2024 Notes,
which are incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage. The Company shall provide any such notations, legends or endorsements to the Trustee in
writing. The Notes shall be in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof. Each Note
shall be dated the date of its authentication. The Notes are being offered and sold by the Company in transactions exempt
from, or not subject to, the registration requirements of the Securities Act.


 


(a)       Restricted
Global Notes. All of the Notes are initially being offered and sold to (i) qualified institutional buyers as defined in Rule
144A (collectively, “QIBs” or individually, each a “QIB”) in reliance on Rule 144A under
the Securities Act or (ii) outside the United States to persons other than U.S. persons in reliance upon Regulation S under the
Securities Act, and shall be issued initially in the form of one or more 144A Global Notes and Regulation S Global Notes, respectively,
which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the depositary,
DTC, and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased
by adjustments made on the records of the Notes Custodian as hereinafter provided, subject in each case to compliance with the
Applicable Procedures.


 


(b)       Form
of Notes. Notes issued in global form shall be substantially in the form of Exhibit A-1 attached hereto in the
case of the 2022 Global Notes and Exhibit A-2 attached hereto in the case of the 2024 Global Notes (including the Global
Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive Notes
shall be substantially in the form of Exhibit A-1 or Exhibit A-2, as applicable, attached hereto (but without
the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).
Each Global Note shall represent such of the outstanding Notes of the applicable series as shall be specified therein and each
shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian,
at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof
and shall be made on the records of the Trustee and the Depositary.


 


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 under the Global Note, and the Depositary (including, for this purpose, its nominee) may be
treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by
the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the
exercise of the rights of a Holder of any Note.


 


(c)       Additional
Notes. Subject to compliance with the provisions of Sections 4.9 and 4.11 hereof, the Company may issue Additional Notes of
any series in an unlimited amount under this Indenture.


 




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(d)       Regulation
S Global Notes. Global Notes offered and sold in reliance on Regulation S shall initially be represented by one or more Regulation
S Global Notes, substantially in the form of Exhibit A-1 attached hereto in the case of the 2022 Regulation S Global
Note and Exhibit A-2 attached hereto in the case of the 2024 Regulation S Global Note, with such applicable legends
as are provided in Exhibit A-1 and Exhibit A-2, respectively. The Regulation S Global Notes will be deposited,
upon issuance, on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary and
registered in the name of the Depositary or the nominee of the Depositary, duly executed by the Company and authenticated by the
Trustee as hereinafter provided.


 


The aggregate principal amount
of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee
and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.


 


(e)       Book
Entry Provisions. The Company shall execute and the Trustee shall, in accordance with this Section 2.1(e), authenticate and
deliver initially one or more Global Notes of each applicable series that (i) shall be registered in the name of the applicable
Depositary or its nominee, (ii) shall be delivered by the Trustee to the applicable Depositary or pursuant to the applicable Depositary’s
instructions and (iii) shall bear legends substantially in the form of the first paragraph of Exhibit A-1 or Exhibit A-2
attached hereto.


 


Section 2.2 Execution and Authentication.
An Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. Typographic and other minor errors
or defects in any such facsimile signature shall not affect the validity or enforceability of any Note which has been authenticated
and delivered by the Trustee.


 


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


 


A Note shall not be valid until an authorized
signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.


 


The Trustee shall authenticate and make
available for delivery the 2022 Notes for original issue in an initial aggregate principal amount of $1,250,000,000 and the 2024
Notes for original issue in an initial aggregate principal amount of $2,000,000,000, and Additional Notes of either series, as
contemplated by Section 2.1(c) hereof. in each case upon receipt of a written order of the Company signed by an Officer of the
Company (a “Company Order”). The Company Order shall specify the amount of Notes to be authenticated and shall
provide that all such Notes will be represented by a Restricted Global Note and the date on which such issue of Notes is to be
authenticated. For the avoidance of doubt, each of the 2022 Notes and 2024 Notes shall constitute a separate series hereunder.
The aggregate principal amount of any series of Notes outstanding at any time may not exceed the applicable amounts in the foregoing
sentence, except as provided in Sections 2.1(c), 2.1(d) and 2.7 hereof.


 


The Trustee shall act as the initial authenticating
agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company 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 shall have the same rights as an Agent to deal with the Company
or an Affiliate of the Company.


 


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


 


Section 2.3 Registrar and Paying
Agent. The Company shall maintain one or more offices or agencies where Notes may be presented for registration of
transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Notes may be
presented for payment (each, a “Paying Agent”) and one or more offices or agencies where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will at all times
maintain a Paying Agent, Registrar and an office or agency where notices and demands to or


 




    -30-


     

    

upon the Company in respect of the Notes and
this Indenture may be served in the Borough of Manhattan in the City of New York.


 


The Company shall enter into an appropriate
agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that
relate to such Agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture.
If the Company fails to maintain a Registrar, Paying Agent or agent for service of notices and demands in any place required by
this Indenture, or fail to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company
may act as Paying Agent (except for the purposes of Section 4.1 and Article 8).


 


The Company hereby initially designates
the Trustee as Paying Agent, Registrar and Notes Custodian, and the office or agency of the Trustee in the Borough of Manhattan,
The City of New York (which shall initially be the office located at 101 Barclay Street, New York, NY 10286) as one such office
or agency of the Company for each of the aforesaid purposes.


 


The Company may change the Paying Agents
or Registrar in its sole discretion without prior notice to the Holders.


 


Section 2.4 Paying Agent to Hold
Money in Trust. Prior to 11:00 a.m., New York City time, on each due date of the principal of or interest on any Notes,
the Company shall deposit with a Paying Agent a sum sufficient to pay such principal or interest, if any, so becoming due. A
Paying Agent shall hold in trust for the benefit of Noteholders or the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Notes, and shall notify the Trustee of any default by the Company (or any other
obligor on the Notes) in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, the
Company or such Affiliate shall, before 11:00 a.m., New York City time, on each due date of the principal of or interest on
any Notes, segregate the money and hold it as a separate trust fund. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee, and the Trustee may at any time during the continuance of any Default, upon written
request to a Paying Agent, require such Paying Agent to pay forthwith to the Trustee all sums so held in trust by such Paying
Agent. Upon doing so, the Paying Agent (other than the Company) shall have no further liability for the money. For the
avoidance of doubt, in no event shall any Paying Agent (unless the Company or an Affiliate of the Company is acting as Paying
Agent) be required to advance funds for any payment on the Notes of any series hereunder or to make any such payment until
the Paying Agent has actually received such funds from the Company.


 


Section 2.5 Noteholder Lists.
The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the
names and addresses of Noteholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee on or
before each interest payment date, and at such other times as the Trustee may request in writing, a list in such form and as
of such date as the Trustee may reasonably require of the names and addresses of Noteholders.


 


Section 2.6 Transfer and
Exchange.


 


(a)       Subject
to compliance with any applicable additional requirements contained in Section 2.12 hereof, when a Note is presented to a Registrar
with a request to register a transfer thereof or to exchange such Note for an equal principal amount of Notes of the same series
of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided,
however, that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied
by an assignment form and, if applicable, a transfer certificate in the form(s) included in Exhibit A-1 (in the case
of the 2022 Notes), Exhibit A-2 (in the case of the 2024 Notes) and Exhibit C, as applicable, and in form
satisfactory to the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration
of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained
pursuant to Section 2.3 hereof, the Company shall execute and the Trustee shall authenticate Notes of a like aggregate principal
amount of the same series at the Registrar’s request. Any exchange or transfer shall be without charge, except that the Company
or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto, and provided, that this sentence shall not apply to any exchange pursuant to Section 2.10, 2.12(a), 3.6, 3.11 or
9.5 hereof.


 




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Neither the Company, any Registrar nor the
Trustee shall be required to exchange or register a transfer of any Notes of any series or portions thereof in respect of which
a Change of Control Purchase Notice or a notice in connection with an Asset Sale Offer has been delivered and not withdrawn by
the Holder thereof (except, in the case of the purchase of a Note in part, the portion thereof not to be purchased).


 


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


 


(b)       Any
Registrar appointed pursuant to Section 2.3 hereof shall provide to the Trustee such information as the Trustee may reasonably
require in connection with the delivery by such Registrar of Notes of any series upon transfer or exchange of Notes of such series.


 


(c)       Each
Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange
or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal,
state, Canadian federal, provincial or territorial securities law.


 


Section 2. 7 Replacement
Notes. If any mutilated Note is surrendered to the Company, a Registrar or the Trustee, or the Company, a Registrar and
the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to
the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of
them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired
by a bona fide purchaser, the Company shall execute, and upon its written request 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, principal amount and series, 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, or is about to be purchased by the Company pursuant to Article
3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be.


 


Upon the issuance of any new Notes under
this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may
be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or
the Registrar) in connection therewith.


 


Every new Note issued pursuant to this Section
2.7 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of
the Company, 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 of such series duly issued
hereunder.


 


The provisions of this Section 2.7 are (to
the extent lawful) 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 2.8 Outstanding Notes. Notes
of a series outstanding at any time are all Notes of such series authenticated by the Trustee, except for those canceled by it,
those delivered to it for cancellation or surrendered for transfer or exchange and those described in this Section 2.8 as not
outstanding.


 


If a Note is replaced pursuant to Section
2.7 hereof, it ceases to be outstanding unless the Company receives proof satisfactory to it that the replaced Note is held by
a bona fide purchaser.


 


If a Paying Agent (other than the Company
or an Affiliate of the Company) holds on a Redemption Date, Change of Control Purchase Date or the Final Maturity Date money sufficient
to pay the principal of (including premium, if any) and interest on Notes (or portions thereof) payable on that date, then on and
after such Redemption


 




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Date, Change of Control Purchase Date or the
Final Maturity Date, as the case may be, such Notes (or portions thereof, as the case may be) shall cease to be outstanding and
interest on them shall cease to accrue.


 


Subject to the restrictions contained in
Section 2.9 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.


 


Section 2.9 Treasury Notes. In determining whether
the Holders of the required principal amount of Notes of a series have concurred in any notice, direction, waiver or consent, Notes
of such series owned by the Company or any other obligor on the Notes of such series or by any Affiliate of the Company or of such
other obligor shall be disregarded, except that, for purposes of determining whether the Trustee shall be protected in relying
on any such notice, direction, waiver or consent, only Notes of such series which a Trust Officer of the Trustee actually knows
are so owned shall be so disregarded. Notes of a series so owned which have been pledged in good faith shall not be disregarded
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to the Notes of
such series and that the pledgee is neither the Company nor any other obligor on the Notes of such series or any Affiliate of the
Company or of such other obligor.


 


Section 2.10 Temporary Notes. Until
Definitive Notes are ready for delivery, the Company may prepare and execute, and, upon receipt of a Company Order, the Trustee
shall authenticate and deliver, temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may
have variations that the Company with the consent of the Trustee considers appropriate for temporary Notes. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate and deliver Definitive Notes in exchange for temporary Notes.


 


Section 2.11 Cancellation. The Company
at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee
or its agent any Notes surrendered to them for transfer, exchange, payment or conversion. The Trustee and no one else shall cancel,
in accordance with its standard procedures, all Notes surrendered for transfer, exchange, payment, conversion or cancellation
and shall deliver the canceled Notes to the Company. All Notes which are purchased or otherwise acquired by the Company or any
of its Subsidiaries prior to the Final Maturity Date of such Notes may be delivered to the Trustee for cancellation or resold.
The Company may not hold or resell such Notes or issue any new Notes to replace any Notes delivered for cancellation


 


Section 2.12 Legend; Additional Transfer and Exchange
Requirements.


 


(a)       If
Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing the legends
set forth on the form of Notes attached hereto as Exhibit A-1 (in the case of the 2022 Notes) and Exhibit A-2
(in the case of the 2024 Notes), as applicable (collectively, the “Legend”), or if a request is made to remove
the Legend on a Note, the Notes so issued shall bear the Legend, or the Legend shall not be removed, as the case may be, unless
there is delivered to the Company such satisfactory evidence, which shall include an opinion of counsel if requested by the Company,
as may be reasonably required by the Company, that neither the Legend nor the restrictions on transfer set forth therein are required
to ensure that transfers thereof comply with the provisions of Rule 144 under the Securities Act or that such Notes are not “restricted”
within the meaning of Rule 144 under the Securities Act; provided that no such evidence need be supplied in connection with
the sale of such Note pursuant to a registration statement that is effective at the time of such sale. Upon (i) provision of satisfactory
evidence if requested, or (ii) notification by the Company to the Trustee and Registrar of the sale of such Note pursuant to a
registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company, shall
authenticate and deliver a Note of the same series that does not bear the Legend. If the Legend is removed from the face of a Note
and the Note is subsequently held by an Affiliate of the Company, the Legend shall be reinstated.


 


(b)       A
Global Note may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee or any successor
thereof, and no such transfer to any such other Person may be registered; provided that the foregoing shall not prohibit
any transfer of a Note that is issued in exchange for a Global Note but is not itself a Global Note; provided further that
in no event shall a beneficial interest in a Regulation S Global Note be transferred to a U.S. Person prior to the receipt by the
Registrar of any certificates required pursuant to Regulation S, as determined by the Company. No transfer of a Note to any Person
shall be effective under this Indenture or the Notes unless and until such Note has been registered in the name of such Person.
Notwithstanding any other 


 




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provisions of this Indenture or the Notes, transfers
of a Global Note, in whole or in part, shall be made only in accordance with this section 2.12.


 


(c)       Subject
to the succeeding paragraph, every Note shall be subject to the restrictions on transfer provided in the Legend. Whenever any Restricted
Note is presented or surrendered for registration of transfer or for exchange for a Note registered in a name other than that of
the Holder, such Note must be accompanied by a certificate in substantially the form set forth in Exhibit A-1 or Exhibit A-2,
as applicable, dated the date of such surrender and signed by the Holder of such Note, as to compliance with such restrictions
on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Note not so accompanied
by a properly completed certificate.


 


(d)       The
restrictions imposed by the Legend upon the transferability of any Note shall cease and terminate when such Note has been sold
pursuant to an effective registration statement under the Securities Act or transferred in compliance with Rule 144 under the Securities
Act (or any successor provision thereto) or, if earlier, upon the expiration of the holding period applicable to sales thereof
under Rule 144(d)(1)(ii) under the Securities Act (or any successor provision). Any Note as to which such restrictions on transfer
shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Note for exchange to the
Registrar in accordance with the provisions of this Section 2.12 (accompanied, in the event that such restrictions on transfer
have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by, if requested by the Company
or the Registrar, an opinion of counsel reasonably acceptable to the Company and addressed to the Company to the effect that the
transfer of such Note has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Note, of like
tenor, series and aggregate principal amount, which shall not bear the restrictive Legend. The Company shall inform the Trustee
of the effective date of any registration statement registering any Notes under the Securities Act. The Trustee shall not be liable
for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel or registration
statement.


 


(e)       As
used in this Section 2.12, the term “transfer” encompasses any sale, pledge, transfer, hypothecation or other disposition
of any Note.


 


(f)       The
provisions of clauses (iii), (iv) and (v) below shall apply only to Global Notes:


 


(i)       Notwithstanding
any other provisions of this Indenture or the Notes, a Global Note shall not be exchanged in whole or in part for a Note of such
series registered in the name of any Person other than the Depositary or one or more nominees thereof, provided that a Global
Note of a series may be exchanged for Notes of such series registered in the names of any person designated by the Depositary in
the event that (A) the Depositary has notified the obligors that it is unwilling or unable to continue as Depositary for such Global
Note and the Company fails to appoint a successor Depositary or (B) an Event of Default has occurred and is continuing with respect
to the Notes of such series. Any Global Note exchanged pursuant to clause (A) above shall be so exchanged in whole and not in part,
and any Global Note exchanged pursuant to clause (B) may be exchanged in whole or from time to time in part as directed by the
applicable Depositary. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided
that any such Note so issued that is registered in the name of a Person other than the applicable Depositary or a nominee thereof
shall not be a Global Note.


 


(ii)       Notes
issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, without interest
coupons, shall be of the same series, shall have an aggregate principal amount equal to that of such Global Note or portion thereof
to be so exchanged, shall be registered in such names and shall be in such authorized denominations as the Depositary shall designate
and shall bear the applicable legends provided for herein. Any Global Note to be exchanged in whole shall be surrendered by the
Depositary to the Trustee, as Registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall
be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such
Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means
of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate
and deliver Notes of the same series issuable on such exchange to or upon the order of the Depositary or an authorized representative
thereof.


 




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(iii)       Subject
to the provisions of clause (v) below, the registered Holder may 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.


 


(iv)       In
the event of the occurrence of any of the events specified in clause (i) above, the obligors will promptly make available to the
Trustee a reasonable supply of applicable Definitive Notes in definitive, fully registered form, without interest coupons.


 


(v)       Neither
Agent Members nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect
to any Global Note registered in the name of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary
or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as
the absolute owner and holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its
Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons
governing the exercise of the rights of a holder of any Note.


 


(vi)       The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among Agent Members or 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 as and when expressly required by, the terms or this
Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


(g)       Euroclear
and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and
“Terms and Conditions Governing Use of Euroclear” and the equivalent procedures of Clearstream shall be applicable
to transfers of beneficial interests in Global Notes that are held by Participants through Euroclear or Clearstream.


 


Section 2.13  CUSIP,
Common Code and ISIN Numbers. The Company in issuing the Notes of any series may use one or more “CUSIP” and “ISIN”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices
of purchase as a convenience to Holders; provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in any notice of a purchase and that reliance may be
placed only on the other identification numbers printed on the Notes, and any such purchase shall not be affected by any defect
in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” and “ISIN”
numbers applicable to any series of Notes.


 


ARTICLE 3



REDEMPTION AND PURCHASES


 


Section 3.1 Right to Redeem. The Company, at
its option, may redeem the Notes of a series in accordance with the provisions of Section 3.7 and 3.8(g) hereof.


 


If the Company elects to redeem the Notes
of a series, it shall notify the Trustee at least 45 days prior to the Redemption Date (unless a shorter notice period shall be
satisfactory to the Trustee) of the Redemption Date, the aggregate principal amount of the Notes and series of such Notes to be
redeemed and the Section of this Indenture pursuant to which such Notes are being redeemed.


 


Section 3.2 Selection of Notes to Be
Redeemed. The Company will give not less than 30 days’ nor more than 60 days’ notice of any redemption.
If the Company elects to redeem less than all of the outstanding Notes of a series, the Notes of that series will be selected
for redemption as follows:


 




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(i)       in
accordance with the procedures of The Depository Trust Company and in compliance with the requirements of the applicable stock
exchange to the extent the Notes of such series are held in the form of Global Notes; or


 


(ii)       on
a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate to the extent the Notes of such series
are held in the form of Definitive Notes.


 


In the event of a partial redemption by
lot, the particular Notes to be redeemed will be selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the Redemption Date from the outstanding Notes of the applicable series not previously called for redemption.


 


The Notes and portions of the Notes selected
for redemption will be in amounts of $2,000 or whole multiples of $1,000 except that if all of the Notes of a series of a Holder
are to be redeemed, the entire outstanding amount of Notes of such series held by such Holder, even if not a multiple of $1,000,
shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.


 


Section 3.3 Notice of Redemption.
At least 30 days but not more than 60 days before a Redemption Date, the Company shall mail, or shall cause to be mailed, a notice
of redemption by first-class mail, postage prepaid, (or otherwise transmit in accordance with applicable procedures of DTC) to
the Trustee and to each Holder of Notes of the applicable series to be redeemed.


 


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


 


		·	the aggregate principal amount of the Notes to be redeemed;



 


		·	the series of Notes to be redeemed;



 


		·	the Redemption Date (which shall be a Business Day);



 


		·	the redemption price;



 


		·	the name and address of the Paying Agent;



 


		·	that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;



 


		·	if fewer than all the outstanding Notes of a series are to be redeemed, the certificate numbers, if any, and principal amounts
of the particular Notes of such series to be redeemed;



 


		·	that, unless the Company defaults in the deposit of the redemption price, interest on Notes called for redemption will cease
to accrue on and after the Redemption Date;



 


		·	the Section of this Indenture pursuant to which the Notes are being redeemed;



 


		·	the CUSIP numbers of the Notes; and



 


		·	any conditions precedent to such redemption.



 


At the Company’s request, the Trustee shall give the notice
of redemption in the Company’s name and at the Company’s expense, provided that the Company makes such request
at least three Business Days prior to the date by which such notice of redemption must be given to Holders in accordance with this
Section 3.3. Concurrently with the giving of any such notice of redemption, the Company shall issue a press release announcing
such redemption, the form and content of which shall be determined by the Company. Redemption notices may be given more than


 




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60 days prior to a Redemption Date if the notice is issued in
connection with a defeasance of the Notes of such series pursuant to Sections 8.3 or 8.4 or a satisfaction and discharge of this
Indenture with respect to such series of Notes pursuant to Section 8.1. If a redemption is subject to satisfaction of one or more
conditions precedent, the applicable redemption notice shall describe such condition, and if applicable, shall state that, in the
Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied,
without the requirement of an additional notice period to the Holders, or such redemption may not occur and such notice may be
rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption
Date as so delayed. The Trustee shall have no responsibility for calculating the Redemption Price.


 


Section 3.4 Effect of Notice of Redemption. Once
notice of redemption is given and any conditions set forth therein have been satisfied, Notes called for redemption become due
and payable on the Redemption Date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Notes
shall be paid at the redemption price stated in the notice.


 


On and after the Redemption Date, unless
the Company defaults in the deposit of the redemption price and subject to satisfaction of any conditions precedent, interest will
cease to accrue on the Notes or any portion of the Notes called for redemption, and all other rights of the Holder will terminate
other than the right to receive the redemption price, without interest from the Redemption Date, on surrender of the Notes.


 


Section 3.5 Deposit of Redemption Price.
Prior to 11:00 a.m. (New York City time) on the Redemption Date, the Company shall deposit with the Paying Agent (or the Trustee)
money sufficient to pay the redemption price (as calculated by the Company) on all Notes to be redeemed on that date.


 


Section 3.6 Notes Redeemed in Part. Upon surrender
of a Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver to the Holder, without
service charge, a new Note in an authorized denomination equal in principal amount to, and in exchange for, the unredeemed portion
of the Note surrendered.


 


Section 3.7 Optional Redemption.


 


(a)       At
any time prior to March 15, 2019, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount
of the 2022 Notes (including 2022 Notes issued after the Issue Date, if any) issued under this Indenture at a redemption price
of 106.500% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date, with
the net cash proceeds of one or more Equity Offerings; provided that:


 


(1)       at
least 60% of the aggregate principal amount of the 2022 Notes (including 2022 Notes issued after the Issue Date, if any) issued
under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding the 2022 Notes held by
the Company and its Subsidiaries); and


 


(2)       the
redemption occurs within 180 days of the date of the closing of such Equity Offering.


 


(b)       On
or after March 15, 2019, the Company may redeem all or a part of the 2022 Notes upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest
on the 2022 Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning
on March 15 of the years indicated below:


 


	Year	Percentage
	2019	103.250%
	2020	101.625%
	2021 and thereafter	100.000%


 


(c)       In
addition, at any time prior to March 15, 2019, the Company may redeem the 2022 Notes, in whole or in part, at a redemption price
equal to the principal amount of the 2022 Notes redeemed plus the Applicable Premium plus accrued and unpaid interest to, but not
including, the date of redemption.


 




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(d)       In
connection with any optional redemption of the 2022 Notes, any such redemption may, at the Company’s discretion, be subject
to one or more conditions precedent. If a redemption is subject to satisfaction of one or more conditions precedent, the applicable
redemption notice shall describe such condition, and if applicable, shall state that, in the Company’s discretion, the redemption
date may be delayed until such time as any or all such conditions shall be satisfied, without the requirement of an additional
notice period to the Holders, or such redemption may not occur and such notice may be rescinded in the event that any or all such
conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed.


 


(e)       If
the Company or any Note Guarantor becomes obligated to pay, on the next date on which any amount will be payable with respect to
the 2022 Notes, any Additional Amounts as a result of (i) any amendment to, or change in, the laws or regulations of a Relevant
Taxing Jurisdiction (as defined in Section 4.21 herein), which amendment or change is publicly announced and becomes effective
after the March 9, 2017 (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after
the March 9, 2017, after such later date) or (ii) any amendment to, or change in, an official written interpretation or application
of such laws or regulations (including by virtue of a holding by a court of competent jurisdiction) which amendment or change is
publicly announced and becomes effective after the March 9, 2017 (or, if the applicable Relevant Taxing Jurisdiction became a Relevant
Taxing Jurisdiction on a date after the March 9, 2017, after such later date) (each of the foregoing clauses (i) and (ii), a “Change
in Tax Law”) and the Company or the applicable Note Guarantor cannot avoid any such payment obligation by taking reasonable
measures available to it (including making payment through a paying agent located in another jurisdiction, but not including the
substitution of an obligor if the Company would be required to pay Additional Amounts), the Company may, at its option, redeem
the 2022 Notes then outstanding, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record
on the relevant record date to receive interest due on the relevant interest payment date), provided, however, that
if such right to redeem is triggered by the obligation of a Note Guarantor to pay Additional Amounts, such right to redeem will
apply only if the payment giving rise to such obligation cannot be made by the Company or another Note Guarantor without the obligation
to pay Additional Amounts. Notice of the Company’s intent to redeem the 2022 Notes shall not be given until the Company delivers
to the Trustee an opinion of independent tax counsel to the effect that there has been such Change in Tax Law which would entitle
the Company to redeem the 2022 Notes hereunder and an Officers’ Certificate to the effect that the Company or the applicable
Note Guarantor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The foregoing
provisions shall apply mutatis mutandis to any successor Person to the Company or the applicable Note Guarantor, after such
successor Person becomes a party to this Indenture, with respect to a Change in Tax Law that is publicly announced and becomes
effective after such successor Person becomes a party to this Indenture.


 


(f)       At
any time prior to March 15, 2020, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount
of 2024 Notes (including 2024 Notes issued after the Issue Date, if any) issued under this Indenture at a redemption price of 107.000%
of the principal amount thereof, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash
proceeds of one or more Equity Offerings; provided that:


 


(1)       at
least 60% of the aggregate principal amount of the 2024 Notes (including 2024 Notes issued after the Issue Date, if any) issued
under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding the 2024 Notes held by
the Company and its Subsidiaries); and


 


(2)       the
redemption occurs within 180 days of the date of the closing of such Equity Offering.


 


(g)       On
or after March 15, 2020, the Company may redeem all or a part of the 2024 Notes upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest
on the 2024 Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning
on March 15 of the years indicated below:


 




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	Year	Percentage
	2020	103.500%
	2021	101.750%
	2022 and thereafter	100.000%


 


(h)       In
addition, at any time prior to March 15, 2020, the Company may redeem the 2024 Notes, in whole or in part, at a redemption price
equal to the principal amount of the 2024 Notes redeemed plus the Applicable Premium plus accrued and unpaid interest to, but not
including, the date of redemption. The Company shall calculate the redemption price.


 


(i)       In
connection with any optional redemption of the 2024 Notes, any such redemption may, at the Company’s discretion, be subject
to one or more conditions precedent. If a redemption is subject to satisfaction of one or more conditions precedent, the applicable
redemption notice shall describe such condition, and if applicable, shall state that, in the Company’s discretion, the redemption
date may be delayed until such time as any or all such conditions shall be satisfied, without the requirement of an additional
notice period to the Holders, or such redemption may not occur and such notice may be rescinded in the event that any or all such
conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed.


 


(j)       If
the Company or any Note Guarantor becomes obligated to pay, on the next date on which any amount will be payable with respect to
the 2024 Notes, any Additional Amounts as a result of a Change in Tax Law and the Company or the applicable Note Guarantor cannot
avoid any such payment obligation by taking reasonable measures available to it (including making payment through a paying agent
located in another jurisdiction, but not including the substitution of an obligor if the Company would be required to pay Additional
Amounts), the Company may, at its option, redeem the 2024 Notes then outstanding, in whole but not in part, at a redemption price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption
date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment
date), provided, however, that if such right to redeem is triggered by the obligation of a Note Guarantor to pay
Additional Amounts, such right to redeem will apply only if the payment giving rise to such obligation cannot be made by the Company
or another Note Guarantor without the obligation to pay Additional Amounts. Notice of the Company’s intent to redeem the
2024 Notes shall not be given until the Company delivers to the Trustee an opinion of independent tax counsel to the effect that
there has been such Change in Tax Law which would entitle the Company to redeem the 2024 Notes hereunder and an Officers’
Certificate to the effect that the Company or the applicable Note Guarantor cannot avoid its obligation to pay Additional Amounts
by taking reasonable measures available to it. The foregoing provisions shall apply mutatis mutandis to any successor Person
to the Company or the applicable Note Guarantor, after such successor Person becomes a party to this Indenture, with respect to
a Change in Tax Law that is publicly announced and becomes effective after such successor Person becomes a party to this Indenture.


 


(k)       Any
redemption pursuant to this Section 3.7 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.


 


(l)       In
connection with any Redemption under this Section 3.7, the Company shall deliver to the Trustee an Officers’ Certificate
and Opinion of Counsel to the effect that all conditions precedent in this Indenture to the Redemption have been complied with.


 


Section 3.8  Purchase of Notes at Option of the Holder
Upon Change of Control.


 


(a)       If
at any time that Notes of any series remain outstanding there shall occur a Change of Control, Notes of such series shall be purchased
by the Company at the option of the Holders, as of the Change of Control Purchase Date, at a purchase price equal to 101% of the
principal amount of the Notes of such series, together with accrued and unpaid interest, including interest on any unpaid overdue
interest, if any, to, but excluding, the Change of Control Purchase Date (the “Change of Control Purchase Price”),
subject to satisfaction by or on behalf of any Holder of the requirements set forth in subsection (c) of this Section 3.8.


 




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(b)       Within
30 days after the occurrence of a Change of Control with respect to Notes of a series, the Company shall transmit a written notice
(“Company Notice”) of the Change of Control to the Trustee and to each Holder of Notes of such a series (and
to beneficial owners as required by applicable law) pursuant to which the Company shall make an offer (a “Change of Control
Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)
of each Holder’s Notes of such series at the Change of Control Purchase Price. The notice shall include the form of a Change
of Control Purchase Notice to be completed by the Holder, shall describe the transaction or transactions that constitute the Change
of Control and shall state:


 


(i)         that
the Change of Control Offer is being made pursuant to this Section 3.8 and that all Notes of the applicable series tendered will
be accepted for payment;


 


(ii)        the
date by which the Change of Control Purchase Notice pursuant to this Section 3.8 must be given;


 


(iii)       the
purchase date, which date shall be no earlier than 30 days and no later than 60 days after the date the Company Notice is mailed
(the “Change of Control Purchase Date”);


 


(iv)       the
Change of Control Purchase Price;


 


(v)        the
Holder’s right to require the Company to purchase the Notes of such series;


 


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


 


(vii)      that,
unless the Company defaults in making such payment, any Note of such series accepted for payment pursuant to the Change of Control
Offer will cease to accrue interest after the Change of Control Purchase Date;


 


(viii)     the
procedures that the Holder must follow to exercise rights under this Section 3.8; and


 


(ix)       the
procedures for withdrawing a Change of Control Purchase Notice, including a form of notice of withdrawal.


 


If any of the Notes of such series is in
the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the
Depositary applicable to the repurchase of Global Notes of such series.


 


(c)       A
Holder may exercise its rights specified in subsection (a) of this Section 3.8 upon delivery of a written notice (which shall be
in substantially the form included in Exhibit A hereto, as applicable, and which may be delivered by letter, overnight
courier, hand delivery, facsimile transmission or in any other written form and, in the case of Global Notes, may be delivered
electronically or by other means in accordance with the Depositary’s customary procedures) of the exercise of such rights
(a “Change of Control Purchase Notice”) to any Paying Agent at any time prior to the close of business on the
Business Day next preceding the Change of Control Purchase Date.


 


The delivery of such Note to any Paying
Agent (together with all necessary endorsements) at the office of such Paying Agent shall be a condition to the receipt by the
Holder of the Change of Control Purchase Price therefor.


 


The Company shall purchase from the Holder
thereof, pursuant to this Section 3.8, a portion of a Note of the applicable series if the principal amount of such portion is
$2,000 or an integral multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to the purchase of all of a
Note pursuant to Sections 3.8 through 3.13 also apply to the purchase of such portion of such Note.


 


Notwithstanding anything herein to the contrary,
any Holder delivering to a Paying Agent the Change of Control Purchase Notice contemplated by this subsection (c) shall have the
right to withdraw such Change of Control 


 




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Purchase Notice in whole or in a portion
thereof that is a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof at any time prior to the close
of business on the Business Day next preceding the Change of Control Purchase Date by delivery of a written notice of withdrawal
to the Paying Agent in accordance with Section 3.9 hereof.


 


A Paying Agent shall promptly notify the
Company of the receipt by it of any Change of Control Purchase Notice or written withdrawal thereof.


 


Anything herein to the contrary notwithstanding,
in the case of Global Notes, any Change of Control Purchase Notice may be delivered or withdrawn and such Notes may be surrendered
or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.


 


(d)       The
Company will not be required to make a Change of Control Offer upon a Change of Control with respect to a series of Notes if (1)
a third party makes the Change of Control Offer with respect to such series of Notes in the manner, at the times and otherwise
in compliance with the requirements applicable to a Change of Control Offer made by the Company set forth in subsection (b) of
this Section 3.8 and purchases all Notes of such series properly tendered and not withdrawn under the Change of Control Offer,
(2) notice of redemption with respect to such series of Notes has been given pursuant to Section 3.1 or 3.7 hereof, unless and
until there is a default in payment of the applicable redemption price, or (3) after giving effect to such Change of Control, (i)
no Default or Event of Default has occurred and is continuing, (ii) the Change of Control transaction has been approved by the
Board of Directors of the Company, and (iii) the Notes of such series have received an Investment Grade Rating. In addition, a
Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive
agreement is in place for the Change of Control at the time of launching the Change of Control Offer.


 


(e)       The
Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date.


 


(f)       The
provisions under this Indenture relative to the Company’s obligation to make an offer to repurchase the Notes of a series
as a result of a Change of Control (including any required notice period) may be waived or modified with respect to a series of
Notes with the written consent of the Holders of a majority in principal amount of the Notes of that series, including after the
entry into an agreement that would result in the need to make a Change of Control Offer.


 


(g)       In
the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes of a series validly tender and
do not withdraw such Notes in a Change of Control Offer and the Company purchases all of the Notes of such series validly tendered
and not withdrawn by such Holders, within 60 days of such purchase, the Company will have the right, upon not less than 30 days’
nor more than 60 days’ prior notice, to redeem all of the Notes of such series that remain outstanding following such purchase
at a redemption price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest on the Notes of such
series to, but excluding, the date of redemption. Any redemption pursuant to this Section 3.8(g) shall be made pursuant to the
provisions of Sections 3.1 through 3.6 hereof.


 


Section 3.9  Effect of Change of Control Purchase
Notice. Upon receipt by any Paying Agent of the Change of Control Purchase Notice specified in Section 3.8(c) hereof, the Holder
of the Note in respect of which such change of Control Purchase Notice was given shall (unless such Change of Control Purchase
Notice is withdrawn as specified below) thereafter be entitled to receive the Change of Control Purchase Price with respect to
such Note. Such Change of Control Purchase Price shall be paid to such Holder promptly following the later of (a) the Change of
Control Purchase Date with respect to such Note (provided the conditions in Section 3.8(c) hereof have been satisfied) and
(b) the time of delivery of such Note to a Paying Agent by the Holder thereof in the manner required by Section 3.8(c) hereof.


 


A Change of Control Purchase Notice may
be withdrawn by means of a written notice (which may be delivered by mail, overnight courier, hand delivery, facsimile transmission
or in any other written form and, in the case of Global Notes, may be delivered electronically or by other means in accordance
with the Depositary’s customary procedures) of withdrawal delivered by the Holder to a Paying Agent at any time prior to
the close of business on


 




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the Business Day immediately preceding the
Change of Control Purchase Date, specifying the principal amount of the Note or portion thereof (which must be a principal amount
of $2,000 or an integral multiple of $1,000 in excess thereof) with respect to which such notice of withdrawal is being submitted.


 


Section 3.10 Deposit of Change of Control Purchase
Price. On or before 11:00 a.m., New York City time on the Change of Control Purchase Date, the Company shall deposit with the
Trustee or with a Paying Agent (other than the Company or an Affiliate of the Company) an amount of money (in immediately available
funds if deposited on such Change of Control Purchase Date) sufficient to pay the aggregate Change of Control Purchase Price of
all the Notes of such series or portions thereof that are to be purchased as of such Change of Control Purchase Date. The manner
in which the deposit required by this Section 3.10 is made by the Company shall be at the option of the Company, provided
that such deposit shall be made in a manner such that the Trustee or a Paying Agent shall have immediately available funds on the
Change of Control Purchase Date.


 


If a Paying Agent holds, in accordance with
the terms hereof, money sufficient to pay the Change of Control Purchase Price of any Note of such series for which a Change of
Control Purchase Notice has been tendered and not withdrawn in accordance with this Indenture then, on the Change of Control Purchase
Date, interest will cease to accrue on such Notes or any portion of such Notes as to which a Change of Control Purchase Notice
has been tendered and not withdrawn in accordance with this Indenture and all other rights of the Holder of such Notes will terminate
other than the right to receive the Change of Control Purchase Price, without interest from the Change of Control Purchase Date,
on surrender of such Notes.


 


Section 3.11 Notes Purchased in Part.
Any Note that is to be purchased only in part shall be surrendered at the office of a Paying Agent, and promptly after the Change
of Control Purchase Date the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note,
without service charge, a new Note or Notes of the applicable series, of such authorized denomination or denominations as may
be requested by such Holder, in aggregate principal amount equal to, and in exchange for, the portion of the principal amount
of the Note so surrendered that is not purchased.


 


Section 3.12  Compliance with Securities Laws upon
Purchase of Notes. In connection with any offer to purchase or purchase of Notes under Section 3.8 hereof, the Company shall
(a) comply with Rule 14e-1 (or any successor to such Rule), if applicable, under the Exchange Act, and (b) otherwise comply with
all United States federal and state securities laws and Canadian federal, provincial and territorial securities laws in connection
with such offer to purchase or purchase of Notes, all so as to permit the rights of the Holders and obligations of the Company
under Sections 3.8 through 3.11 hereof to be exercised in the time and in the manner specified therein. To the extent that the
provisions of any securities laws or regulations conflict with the Change of Control provisions of this Article 3, the Company
will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this
Article 3 by virtue of such conflict.


 


Section 3.13 Repayment to the Company. To the
extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.10 with respect to any series of Notes
hereof exceeds the aggregate Change of Control Purchase Price (including interest thereon) of the Notes of such series or portions
thereof that the Company is obligated to purchase, then promptly after the Change of Control Purchase Date, and upon request, the
Trustee or a Paying Agent, as the case may be, shall return any such excess cash to the Company.


 


Section 3.14 Offer to Purchase by Application of Excess
Proceeds. In the event that, pursuant to Section 4.14 hereof, the Company is required to commence an offer to all Holders to
purchase Notes of a series (“Asset Sale Offer”), it shall follow the procedures specified below.


 


The Asset Sale Offer shall be made to all
Holders of each series of Notes and all holders of other Pari Passu Indebtedness containing provisions similar to those set forth
in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer shall
remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to
the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business
Days after the termination of the Offer Period (the “Purchase Date”), the Company shall apply a portion of the
Excess Proceeds as calculated pursuant to Section 4.14 hereof (the “Offer Amount”) to the purchase of Notes
of any series and such other Pari Passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has
been tendered, all of such


 




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Notes of the applicable series and other Pari
Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.


 


Upon the commencement of an Asset Sale Offer,
the Company shall send, by first-class mail, a notice to the Trustee and each of the applicable Holders. The notice will contain
all instructions and materials necessary to enable such Holders to tender such series of Notes pursuant to the Asset Sale Offer.
The notice, which will govern the terms of the Asset Sale Offer, will state:


 


(1)       that
the Asset Sale Offer is being made pursuant to this Section 3.14 and Section 4.14 hereof and the length of time the Asset Sale
Offer will remain open;


 


(2)       the
Offer Amount, the purchase price and the Purchase Date;


 


(3)       that
with respect to any series of Notes, any Note not tendered or accepted for payment will continue to accrue interest;


 


(4)       that,
unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease
to accrue interest after the Purchase Date;


 


(5)       that,
with respect to any series of Notes, Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have
such series of Notes purchased in a principal amount of $2,000 (or in integral multiples of $1,000 in excess thereof) only;


 


(6)       that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer,
to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;


 


(7)       that
Holders shall be entitled to withdraw their election if the Company or the Paying Agent, as the case may be, receives, not later
than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such
Note purchased;


 


(8)       that,
if the aggregate principal amount of any Notes of such series and other Pari Passu Indebtedness surrendered in connection with
the Asset Sale Offer exceeds the Offer Amount, the Company shall select Notes of such series and other Pari Passu Indebtedness
to be purchased on a pro rata basis based on the principal amount of the applicable series of Notes and such other Pari Passu Indebtedness
surrendered (with such adjustments as may be deemed appropriate by the Company so that only such Notes in denominations of $2,000
(or integral multiples of $1,000 in excess thereof), will be purchased); and


 


(9)       that
Holders of any Notes whose Notes were purchased only in part will be issued new Notes of such series equal in principal amount
to the unpurchased portion of such Notes surrendered (or transferred by book-entry transfer).


 


On or before the Purchase Date, the Company
shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of the applicable
Notes of such series or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered,
all such Notes of such series tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes
or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.14. The Company, the
Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase
Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the applicable series of Notes tendered
by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note of such series, and the
Trustee, upon written request from the Company, shall authenticate and mail or deliver such new Note to such Holder, in a principal
amount equal to any unpurchased portion of the Note


 




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surrendered.
Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly
announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.


 


Other than as specifically provided in this
Section 3.14, any purchase pursuant to this Section 3.14 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.


 


ARTICLE 4



COVENANTS


 


Section 4.1 Payment of Notes. The Company shall
promptly make all payments in respect of the Notes of each series on the dates and in the manner provided in the Notes and this
Indenture. An installment of principal or interest shall be considered paid on the date it is due if the Paying Agent (other than
the Company) holds by 11:00 a.m., New York City time, on that date money, deposited by the Company or an Affiliate thereof, sufficient
to pay the installment. Except in the case of a redemption, a Change of Control Offer or an Asset Sale Offer, accrued and unpaid
interest on any Note that is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to
the Person in whose name that Note is registered at the close of business on the record date for such interest at the office or
agency of the Company maintained for such purpose. The Company shall (in immediately available funds), to the fullest extent permitted
by law, pay interest on overdue principal (including premium, if any) and overdue installments of interest from the original due
date to the date paid, at the rate applicable to the Note, which interest shall be payable on demand.


 


The Company will make payments in respect
of the Notes represented by the Global Notes (including principal, premium, if any, and interest) by wire transfer of immediately
available funds to the accounts specified by the Holder of the Global Note. The Company will make all payments of principal, interest
and premium, if any, with respect to Definitive Notes by wire transfer of immediately available funds to the accounts specified
by the Holders of the Definitive Notes, in the case of a Holder holding an aggregate principal amount of Notes of any series of
$1,000,000 or more, or, if no such account is specified or in the case of a Holder holding an aggregate principal amount of Notes
of any series of less than $1,000,000, by mailing a check to each such Holder’s registered address. All payments shall be
made in immediately available funds in U.S. dollars. Payments to any Holder holding an aggregate principal amount of Notes of any
series in excess of $1,000,000 shall be made by wire transfer in immediately available funds to an account maintained by such Holder
in the United States, if such Holder has provided wire transfer instructions to the Company at least 10 Business Days prior to
the payment date. Any wire transfer instructions received by the Trustee will remain in effect until revoked by the Holder.


 


Section 4.2 Maintenance of Office
or Agency.


 


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


 


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


 


(c)       The
Company hereby designates the offices of the Trustee set forth in Section 2.3 hereof as one such office or agency of the Company.


 




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Section 4.3 Reports.


 


(a)       Whether
or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish (to the
extent not publicly available on the SEC’s EDGAR system) to the Trustee and the Holders of Notes and post on the Company’s
website (in a format that is accessible to Holders of Notes as well as prospective Holders of Notes), within the time periods specified
in the SEC’s rules and regulations:


 


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


 


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


 


All such reports shall be prepared in all
material respects in accordance with all of the rules and regulations applicable to such reports (other than consolidating financial
information required by Rule 3-10 or 3-16 of Regulation S-X or any comparable provision so long as the Company complies with Section
4.3(d)). Each annual report on Form 10-K shall include a report on the Company’s consolidated financial statements by the
Company’s independent registered public accountants. In addition, the Company shall file a copy of each of the reports referred
to in clauses (i) and (ii) above with the SEC for public availability within the time periods specified in the rules and regulations
applicable to such reports (unless the SEC will not accept such a filing or the Company is no longer subject to the periodic reporting
requirements of the Exchange Act for any reason) and make such information available to securities analysts and prospective investors
upon request.


 


(b)       If,
at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, and regardless
of whether it continues to file reports with the SEC, the Company shall nevertheless continue making the reports specified in Section
4.3(a) hereof available to the Holders of the Notes, prospective investors and securities analysts by posting such information
on its website. While the Company remains subject to the periodic reporting requirements of the Exchange Act, the Company agrees
that it shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing,
the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in Section 4.3(a)
hereof on its website within the time periods that would apply if the Company were required to file those reports with the SEC.


 


(c)       The
Company further agrees that, for so long as any Notes remain outstanding, at any time it is not required to file the reports required
by Section 4.3(a) or (b) hereof with the SEC, it shall furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


 


(d)       The
quarterly and annual financial information required by Sections 4.3(a) and (b) hereof shall include a reasonably detailed presentation,
either on the face of the financial statements, in the footnotes of the financial statements or in Management’s Discussion
and Analysis of Financial Condition and Results of Operations that discloses the total assets, liabilities, revenues and income
from operations of Subsidiaries of the Company that do not Guarantee the Notes. The Trustee shall not be responsible for determining
whether clause 4.3(d) has been satisfied, nor shall it have any liability in connection therewith.


 


(e)       Delivery
of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of
such shall not constitute constructive notice of any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers’ Certificates).


 


(f)       Notwithstanding
anything herein to the contrary, in the event that the Company fails to comply with its obligation to file or provide such information,
documents and reports as required by this Section 4.3, the Company will be deemed to have cured such Default with respect to a
series of Notes for purposes of Section 6.1(d) upon the filing or provision of all such information, documents and reports required
hereunder prior to the expiration


 




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of 90 days after written notice to the Company
of such failure from the Trustee or the Holders of at least 25% of the principal amount of such series of Notes.


 


Section 4.4 Compliance Certificates. The Company
shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company (beginning with the fiscal year ending
December 31, 2017), an Officers’ Certificate as to the signer’s knowledge of the Company’s compliance with
all conditions and covenants on their part contained in this Indenture and stating whether or not the signer knows of any Default
or Event of Default. If such signer knows of such a Default or Event of Default, the Officers’ Certificate shall describe
the Default or Event of Default and the efforts to remedy the same. For the purposes of this Section 4.4, compliance shall be determined
without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture.


 


Section 4.5 Further Instruments and Acts. Upon
request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purposes of this Indenture.


 


Section 4.6 Maintenance of Corporate Existence.
Subject to Article 5 hereof, the Company will do or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and the corporate existence of each Restricted Subsidiary; provided, however, that
the Company shall not be required to preserve the corporate existence of any Restricted Subsidiary if (a) the Board of Directors
or management of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business
of the Company and the Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect
to the Holders of the Notes, (b) if a Subsidiary is to be dissolved or merged or consolidated in compliance with this Indenture
or (c) such Subsidiary has no assets.


 


Section 4.7 Changes in Covenants When Notes Rated
Investment Grade. In the event of the occurrence of a Fall Away Event with respect to a series of Notes (and notwithstanding
the failure of the Company subsequently to maintain an Investment Grade Rating with respect to such series of Notes), the provisions
of Sections 4.8, 4.9, 4.12, 4.13 and 4.14 hereof and clause (iv) of Section 5.1(a) hereof will no longer be applicable to the Notes
of such series.


 


Section 4.8 Restricted Payments.


 


(a)       The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:


 


(i)       declare
or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’
Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company
or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’
Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified
Stock) of the Company or to the Company or a Restricted Subsidiary of the Company);


 


(ii)       purchase,
redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation
involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;


 


(iii)       purchase,
redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking
fund payment, any Indebtedness of the Company or any Note Guarantor that is subordinated in right of payment to the Notes or a
Note Guarantee, except (i) from the Company or a Restricted Subsidiary of the Company or (ii) the purchase, redemption, defeasance
or other acquisition or retirement of any such Indebtedness made in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of such purchase, redemption, defeasance or other acquisition
or retirement; or


 


(iv)       make
any Restricted Investment


 




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(all such payments and other actions set forth in clauses (i)
through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after
giving effect to such Restricted Payment:


 


(1)       no
Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;


 


(2)       the
Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had
been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.9(a) hereof; and


 


(3)       such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted
Subsidiaries after January 30, 2015 (excluding Restricted Payments permitted by clauses (ii) through (ix), (xi) and (xii) of Section
4.8(b)), is less than the sum, without duplication, of:


 


(A)       50%
of the Consolidated Net Income of the Company for the period (taken as one accounting period) from October 1, 2014 to the end of
the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus


 


(B)       100%
of the aggregate net cash proceeds (or fair market value of assets) received by the Company since January 30, 2015 as a contribution
to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from
the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company
that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt
securities) sold to a Subsidiary of the Company), plus


 


(C)       to
the extent that any Restricted Investment that was made after January 30, 2015 is sold for cash or otherwise liquidated or repaid
for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition,
if any) or (ii) the initial amount of such Restricted Investment, plus


 


(D)       to
the extent that any Unrestricted Subsidiary of the Company is redesignated as a Restricted Subsidiary after January 30, 2015, the
lesser of (i) the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation or
(ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary, plus


 


(E)       $3.7
billion.


 


(b)       The
preceding provisions shall not prohibit:


 


(i)       the
payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend
payment would have complied with the provisions of this Indenture (it being understood that the amount of any such dividend shall
be included in the aggregate amount of Restricted Payments determined in Section 4.8(a)(3) only once and not as separate Restricted
Payments made at both declaration and payment);


 


(ii)       any
Restricted Payment made in exchange for, or in an amount equal to the net cash proceeds of, the substantially concurrent sale (other
than to the Company or a Restricted Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock);
provided, that an amount equal to such Restricted Payment will be excluded from clause (3)(B) of Section 4.8(a) hereof;


 




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(iii)       the
defeasance, redemption, repurchase or other acquisition or retirement of subordinated Indebtedness of the Company or any Note Guarantor
with the net cash proceeds from, or in exchange for, an incurrence of Permitted Refinancing Indebtedness;


 


(iv)       the
payment of any dividend or any other payment or distribution by a Restricted Subsidiary of the Company to the holders of its Equity
Interests or any class on a pro rata basis to the holders of such class;


 


(v)       so
long as no Default or Event of Default has occurred and is continuing, the repurchase, redemption or other acquisition or retirement
for value of Equity Interests of the Company or any Restricted Subsidiary of the Company held by any present or former employee,
director, officer or consultant of, or service provider to, the Company or any of its Restricted Subsidiaries pursuant to any management
equity plan or stock option plan or any other management or employee benefit plan or agreement (including, for the avoidance of
doubt, any principal and interest payable on any notes issued by the Company in connection with any such repurchase, retirement
or other acquisition), or any stock subscription or shareholder agreement; provided that the aggregate amount of Restricted
Payments made under this clause (v) shall not exceed in any calendar year $25.0 million (with unused amounts for any year being
carried over to the next succeeding year, but not to any subsequent year, with the permitted amount for each year being used prior
to any amount carried over from the previous year); provided further that such amount in any calendar year may be increased
by an amount not to exceed:


 


(i)the cash proceeds of key man life insurance
policies received by the Company or its Restricted Subsidiaries after the Issue Date; less


 


(ii)the amount of any Restricted Payments previously
made with the cash proceeds described in subclause (i) of this clause (v);


 


(vi)       payments
to holders of Equity Interests (or to the holders of Indebtedness that is convertible into or exchangeable for Equity Interests
upon such conversion or exchange) in lieu of the issuance of fractional shares;


 


(vii)       repurchases
of Equity Interests deemed to occur in connection with the exercise or vesting of stock options or similar instruments to the extent
necessary to pay withholding or similar taxes related to such exercise or vesting of stock options or similar instruments;


 


(viii)       [Reserved];


 


(ix)       repurchases
or retirement for value of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests
represent a portion of the exercise price of such options or warrants;


 


(x)       the
repurchase, redemption or other acquisition or retirement for value of any subordinated Indebtedness or Disqualified Stock pursuant
to provisions similar to those described under Section 3.8 and Section 4.14; provided that, prior thereto, all Notes tendered
by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or
acquired for value;


 


(xi)       so
long as no Default or Event of Default has occurred and is continuing, the declaration and payment of dividends to holders of any
class or series of Disqualified Stock of the Company or its Restricted Subsidiaries issued in accordance with Section 4.9; and


 


(xii)       so
long as no Default or Event of Default has occurred and is continuing, other Restricted Payments; provided, however,
that if the Total Leverage Ratio as of the date of any Restricted Payment to be made pursuant to this clause (xii) is greater than
or equal to 3.50 to 1.0, such Restricted Payment shall be permitted to be made pursuant to this clause (xii) only if the amount
of such Restricted Payment, when taken together with the amount of all other Restricted Payments previously made pursuant to this
clause (xii)


 




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when the Total Leverage Ratio was
greater than or equal to 3.50 to 1.0, does not exceed $500.0 million in the aggregate.


 


(c)       The
amount of all Restricted Payments (other than cash) shall be the Fair Market Value (determined, for purposes of this covenant,
by the Company or, in the case of any asset(s) valued in excess of $750.0 million, by the Board of Directors of the Company) on
the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. For purposes of determining compliance with this Section 4.8,
in the event that a Restricted Payment meets the criteria of more than one of the categories described in clauses (i) through (xii)
of clause (b) this Section 4.8, including Section 4.8(a) or the definition of “Permitted Investment,” the Company will
be permitted to classify such Restricted Payment and later reclassify all or a portion of such Restricted Payment in any manner
that complies with this covenant. In addition, a Restricted Payment need not be permitted solely by reference to one provision
permitting such Restricted Payment but may be permitted in part by one such provision and in part by one or more other provisions
of this covenant permitting such Restricted Payment.


 


Section 4.9 Incurrence of Indebtedness and Issuance
of Preferred Stock.


 


(a)       The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur”),
with respect to any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any Disqualified Stock or preferred stock; provided, however,
that the Company or any Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and
any Restricted Subsidiary may issue preferred stock if the Fixed Charge Coverage Ratio for the Company’s most recently ended
four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1.0, determined
on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been
incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter
period.


 


(b)       Subsection
(a) of this Section 4.9 shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted
Debt”):


 


(i)       the
incurrence by the Company and its Restricted Subsidiaries of Indebtedness under Credit Facilities in an aggregate principal amount
at any one time outstanding under this clause (i) not to exceed $2,500.0 million;


 


(ii)       the
incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;


 


(iii)       the
incurrence by the Company and the Note Guarantors of Indebtedness represented by the Initial Notes (including the Note Guarantees
and any future Note Guarantees);


 


(iv)       the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, in an
aggregate amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred
pursuant to this clause (iv), not to exceed the greater of (x) $275.0 million and (y) 1.0% of Consolidated Total Assets at any
time outstanding;


 


(v)       mortgage
financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price
or cost of construction or improvement of property, plant or equipment used in the business of the Company or any Restricted Subsidiary
of the Company, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance
or replace any Indebtedness incurred pursuant to this clause (v), not to exceed the greater of (x) $675.0 million and (y) 2.5%
of Consolidated Total Assets at any time outstanding;


 




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(vi)       the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to refund, refinance or replace, Indebtedness (other than intercompany Indebtedness) that was permitted
by this Indenture to be incurred under Section 4.9(a) hereof or clauses (ii), (iii), (xii) or (xiv) of this Section 4.9(b) or this
clause (vi) or, solely to the extent of the excess (if any) of the amount of Indebtedness incurred and outstanding under clause
(xx) of this Section 4.9(b) prior to the applicable refinancing over the maximum aggregate amount permitted to be incurred and
outstanding under clause (xx) of this Section 4.9(b) at the time of such refinancing, clause (xx) of this Section 4.9(b);


 


(vii)       the
incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any
of its Restricted Subsidiaries; provided, however, that:


 


(A)       if
a Note Guarantor is the obligor on such Indebtedness and the obligee is not the Company or another Note Guarantor, such Indebtedness
must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes; and


 


(B)       (i)
any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than
the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person
that is not either the Company or a Restricted Subsidiary of the Company shall be deemed, in each case, to constitute an incurrence
of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that is not permitted by this clause (vii);


 


(viii)       (i)
the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred and not for speculative
purposes and (ii) the incurrence by a Securitization Special Purpose Entity of Indebtedness in a Qualified Securitization Transaction
that is without recourse to the Company or to any other Restricted Subsidiary of the Company or their assets (other than Standard
Securitization Undertakings);


 


(ix)       the
Guarantee by the Company or any Restricted Subsidiary of the Company of Indebtedness of the Company or any Restricted Subsidiary
that was permitted to be incurred under this Section 4.9 (other than the Note Guarantees); provided that if the Indebtedness
being guaranteed is subordinated to or pari passu with the Notes or any Note Guarantee, then the Guarantee shall be subordinated
to the same extent as the Indebtedness guaranteed (without regard to security interest);


 


(x)       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, and the payment of dividends on Disqualified Stock in the form of additional
shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified
Stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of
the Company as accrued;


 


(xi)       obligations
in respect of performance and surety bonds and completion guarantees or similar obligations provided by the Company or any Restricted
Subsidiary of the Company in each case in the normal course of business (whether or not consistent with past practice);


 


(xii)       the
incurrence by the Company or any of its Restricted Subsidiaries of Acquired Debt; provided, however, that on the
date of acquisition and after giving effect thereto on a pro forma basis, the Fixed Charge Coverage Ratio of the Company (A) would
be at least 2.0 to 1.0 or (B) would be equal to or greater than such Fixed Charge Coverage Ratio immediately prior to such acquisition;


 


(xiii)       the
incurrence by any Foreign Subsidiary of Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted
Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (xiii), not
to exceed the greater of (x) $675.0 million or (y) 2.5% of Consolidated Total Assets;


 




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(xiv)       Indebtedness
of the Company or any Restricted Subsidiary incurred in connection with or in contemplation of, or to provide all or any portion
of the funds or credit support utilized to consummate, the acquisition by the Company or any Restricted Subsidiary of the Company
of property used or useful in a Permitted Business (whether through the direct purchase of assets or the purchase of Capital Stock
of, or merger or consolidation with, any Person owning such assets); provided, however, on the date of such incurrence
and after giving effect thereto on a pro forma basis, the Fixed Charge Coverage Ratio of the Company (A) would be at least 2.0
to 1.0 or (B) would be equal to or greater than such Fixed Charge Coverage Ratio immediately prior to such incurrence;


 


(xv)       Indebtedness
incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of
credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims,
death, disability or other employee benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness
with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that
upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days
following such drawing or incurrence;


 


(xvi)       Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds, provided that such Indebtedness is extinguished within five Business Days of notice of its incurrence;


 


(xvii)       Indebtedness
of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities,
in a principal amount not in excess of the stated amount of such letter of credit;


 


(xviii)       Indebtedness
of the Company or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay
or similar obligations contained in supply arrangements, in each case, incurred in the ordinary course of business;


 


(xix)       the
incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or
accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance
or replace any Indebtedness incurred pursuant to this clause (xix), not to exceed the greater of (x) $675.0 million and (y) 2.5%
of Consolidated Total Assets; and


 


(xx)       the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness secured by a Lien under Credit Facilities in an
aggregate principal amount such that, on a pro forma basis (including a pro forma application of the proceeds therefrom), the Secured
Leverage Ratio would not exceed 3.00 to 1.00.


 


(c)       The
Company shall not, and shall not permit any Note Guarantor to, incur any Indebtedness (including Permitted Debt) that is contractually
subordinated in right of payment to any other Indebtedness of the Company or the Note Guarantors unless such Indebtedness is also
contractually subordinated in right of payment to the Notes on substantially identical terms; provided, however,
that no Indebtedness of the Company or the Note Guarantors shall be deemed to be contractually subordinated in right of payment
to any other Indebtedness of the Company or any Note Guarantor solely by virtue of being unsecured or having a junior lien priority.


 


(d)       For
purposes of determining compliance with this Section 4.9, in the event that an item of proposed Indebtedness meets the criteria
of more than one of the categories of Permitted Debt described in clauses (i) through (xx) of Section 4.9(b) hereof, or is entitled
to be incurred pursuant to subsection (a) of this Section 4.9, the Company shall be permitted to classify such item of Indebtedness
on the date of its incurrence, or later reclassify from time to time all or a portion of such item of Indebtedness, in any manner
that complies with this Section 4.9. Indebtedness permitted by this Section 4.9 need not be permitted solely by reference to one
clause permitting such Indebtedness but may be permitted in part by one such clause and in part by one or more other clauses of
this Section 4.9 permitting such Indebtedness. Indebtedness under Credit Facilities outstanding on the Issue Date will be


 




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deemed to have been incurred on such date
in reliance on the exception provided by clause (xx) of Section 4.9(b) hereof.


 


(e)       In
addition, for purposes of determining compliance with this Section 4.9, the Company or the applicable Restricted Subsidiary may,
pursuant to an Officers’ Certificate delivered to the Trustee, elect to treat all or any portion of the commitment under
any Indebtedness (including with respect to any revolving loan commitment) as being incurred at the time of such commitment, in
which case any subsequent incurrence of Indebtedness under such commitment shall not be deemed to be an incurrence at such subsequent
time.


 


Section 4.10 [Reserved]. 


 


Section 4.11 Liens.


 


The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except a Permitted
Lien) of any kind (and such Lien, the “Initial Lien”) on any asset now owned or hereafter acquired; except in
the case of any assets that do not constitute Collateral, any Initial Lien if the Notes of a series or the Note Guarantees of such
series are secured equally and ratably with (or prior to) the obligations secured by such Initial Lien.


 


Any Lien created for the benefit of Holders
pursuant to the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released
and discharged, without any action on the part of the Holders, upon the release and discharge of the Initial Lien.


 


Section 4.12 Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries.


 


(a)       The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist
or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:


 


(i)       pay
dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries or pay any
indebtedness owed to the Company or any of its Restricted Subsidiaries;


 


(ii)       make
loans or advances to the Company or any of its Restricted Subsidiaries; or


 


(iii)       transfer
any of its properties or assets to the Company or any of its Restricted Subsidiaries.


 


(b)       The
restrictions set forth in Section 4.12(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:


 


(i)       agreements,
including agreements governing Existing Indebtedness as in effect on the date of this Indenture and any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that
the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in
the good faith judgment of the Company, not materially more restrictive, taken as a whole, with respect to such dividend and other
payment restrictions than those contained in those agreements on the date of this Indenture;


 


(ii)       this
Indenture, the Notes, the Note Guarantees and the Collateral Documents;


 


(iii)       any
encumbrance or restriction pursuant to Credit Facilities incurred under clause (i) or (xx) of Section 4.9(b) hereof;


 




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(iv)       applicable
law, rule, regulation or order, approval, license, permit or similar restriction, including under contracts with foreign governments
or agencies thereof entered into in the ordinary course of business;


 


(v)       any
instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of its Restricted Subsidiaries
as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred, or such Capital Stock was issued,
in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements
provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings
are, in the good faith judgment of the Company, not materially more restrictive, taken as a whole, with respect to such dividend
and other payment restrictions than those contained in those agreements on the date of the acquisition, provided that, in
the case of Indebtedness, such Indebtedness was permitted to be incurred under Section 4.9 hereof;


 


(vi)       customary
non-assignment provisions in leases, contracts and licenses entered into in the ordinary course of business;


 


(vii)       purchase
money obligations for property that impose restrictions on that property of the nature described in clause (iii) of Section 4.12(a)
hereof;


 


(viii)       any
agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions, transfers, loans or advances
by that Restricted Subsidiary pending its sale or other disposition;


 


(ix)       Permitted
Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are not, in the good faith judgment of the Company, materially more restrictive, taken as a whole, than those contained
in the agreements governing the Indebtedness being refinanced;


 


(x)       Permitted
Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Liens;


 


(xi)       customary
provisions in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into
with the approval of the Board of Directors of the Company or otherwise in the ordinary course of business;


 


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


 


(xiii)       restrictions
in agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata
basis;


 


(xiv)       contractual
requirements of a Securitization Special Purpose Entity in connection with a Qualified Securitization Transaction; provided
that such restrictions apply only to such Securitization Special Purpose Entity; and


 


(xv)       any
agreement or instrument governing Indebtedness or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant
to Section 4.9 hereof which encumbrances or restrictions (x) are not, in the good faith judgment of the Company, materially more
restrictive, taken as a whole, than those contained in this Indenture or (y) will not, in the good faith judgment of the Company,
affect the ability of the Company to make anticipated payments of principal, interest or premium on the Notes.


 




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Section 4.13 Transactions with Affiliates.


 


(a)       The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend
any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each,
an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $100.0 million, unless:


 


(i)       the
Affiliate Transaction is on terms that are no less favorable, taken as a whole, to the Company or the relevant Restricted Subsidiary
than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated
Person, as determined by the Company in good faith; and


 


(ii)       with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of
$750.0 million, such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors
of the Company.


 


(b)       The
following items shall be deemed not to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section
4.13(a) hereof:


 


(i)       any
employment agreement or benefit or similar plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary
course of business of the Company or such Restricted Subsidiary;


 


(ii)       transactions
between or among the Company and/or its Restricted Subsidiaries;


 


(iii)       transactions
with a Person that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary,
an Equity Interest in, or controls, such Person;


 


(iv)       the
payment of reasonable compensation and fees to, and the provision of customary indemnities to, current or former officers, directors,
employees or consultants of the Company or any of its Restricted Subsidiaries;


 


(v)       issuances
or sales of Equity Interests (other than Disqualified Stock) of the Company to Affiliates or employees of or consultants to the
Company;


 


(vi)       Restricted
Payments that are permitted by the provisions of Section 4.8 hereof and Permitted Investments;


 


(vii)       transactions
effected pursuant to agreements in effect on the date of this Indenture and any amendment, modification or replacement to such
agreement (so long the as amendment, modification or replacement is not, in the good faith judgment of the Company, materially
more disadvantageous to the Company or such Restricted Subsidiary, taken as a whole, than the terms of those agreements in effect
on the date of this Indenture);


 


(viii)       [Reserved];


 


(ix)       transactions
with a Permitted Joint Venture in which the Company or any Restricted Subsidiary holds or acquires an ownership interest (whether
by way of Capital Stock or otherwise) so long as the terms of any such transactions, in the good faith judgment of the Company,
are not materially less favorable, taken as a whole, to the Company or such Restricted Subsidiary than they are to other joint
venture partners;


 




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(x)       any
agreement that grants registration and other customary rights in connection therewith or otherwise to the direct or indirect securityholders
of the Company or any Restricted Subsidiary (and the performance of such agreements);


 


(xi)       transactions
with Affiliates solely in their capacity as Holders of Indebtedness or Capital Stock of the Company or any of its Restricted Subsidiaries,
where such Affiliates receive the same consideration as non-Affiliates in such transactions;


 


(xii)       transactions
affected as part of a Qualified Securitization Transaction; and


 


(xiii)       transactions
in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a copy of a letter from an accounting,
appraisal or investment banking firm of national standing addressed to the Company stating that such transaction meets the requirements
of Section 4.13(a)(i).


 


Section 4.14 Asset Sales.


 


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


 


(i)       the
Company (or its Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal
to the Fair Market Value (determined, for purposes of this clause (i), by the Company or, in the case of any asset(s) valued in
excess of $750.0 million, by the Board of Directors of the Company) of the assets or Equity Interests issued or sold or otherwise
disposed of; and


 


(ii)       except
in the case of a Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Company or such Restricted
Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to
be cash:


 


(A)       any
liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary
(other than contingent liabilities and liabilities that are by their terms subordinated to the Notes and the Note Guarantees) (i)
that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or such Restricted Subsidiary
from further liability or (ii) that are discharged by the transferee in a transaction pursuant to which neither the Company nor
any Restricted Subsidiary has any liability following such Asset Sale;


 


(B)       any
securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are
converted by the Company or such Restricted Subsidiary into cash within 180 days after the consummation of the applicable Asset
Sale, to the extent of the cash received in that conversion; and


 


(C)       any
Designated Noncash Consideration having an aggregate Fair Market Value that, when taken together with all other Designated Noncash
Consideration previously received and then outstanding, does not exceed at the time of the receipt of such Designated Noncash Consideration
(with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving
effect to subsequent changes in value) the greater of $800.0 million or 3.0% of Consolidated Total Assets.


 


(b)       Within
450 days after the receipt of any Net Proceeds from an Asset Sale, the Company or the applicable Restricted Subsidiary may apply
an amount equal to those Net Proceeds:


 


(i)       to
repay (x) Indebtedness and other Obligations under the Credit Agreement and, if the Indebtedness repaid under the Credit Agreement
is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto, (y) Indebtedness and other Obligations
under the Notes or any Pari


 




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Passu Indebtedness (other than the
Credit Agreement) and, if the Pari Passu Indebtedness being repaid is revolving credit Indebtedness, to correspondingly reduce
commitments with respect thereto (provided that if such Net Proceeds are applied to repay such Pari Passu Indebtedness under
this clause (y), the Company shall equally and ratably reduce obligations under each series of Notes in accordance with Section
3.7 hereof, through privately negotiated transactions or open market purchases (in each case, provided that such purchases
are at or above 100% of the principal amount thereof), or by making an offer (in accordance with Section 4.14(c)) to all Holders
to purchase, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata
principal amount of such series of Notes) or (z) other Indebtedness of a Subsidiary that does not Guarantee the Notes, so long
as the relevant assets were assets of such Subsidiary;


 


(ii)       to
acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business or the minority
interest in any Permitted Business;


 


(iii)       to
make payments with respect to the acquisition or license of intellectual property rights that are used in a Permitted Business;


 


(iv)       to
make a capital expenditure in or that is useful in a Permitted Business;


 


(v)       to
retire Notes (x) pursuant to Section 3.7 hereof, (y) through privately negotiated transactions or open market purchases or (z)
by making an offer to purchase Notes in accordance with Section 4.14(c); or


 


(vi)       to
acquire other assets that are not classified as current assets (for the avoidance of doubt, including acquisitions of in-process
research and development) under GAAP and that are used or useful in a Permitted Business;


 


provided that a binding commitment to apply any Net Proceeds
from an Asset Sale as set forth in clauses (ii), (iii), (iv) or (vi) of this Section 4.14(b) shall be treated as a permitted application
of the Net Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment
with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of the end of
such 450-day period (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled
or terminated for any reason before the Net Proceeds are applied in connection therewith, then the Company or such Restricted Subsidiary
shall be permitted to apply the Net Proceeds in any manner set forth above before the expiration of such 180-day period and, in
the event the Company or such Restricted Subsidiary fails to do so, then such Net Proceeds shall constitute Excess Proceeds.


 


Notwithstanding Sections 4.14(a) and 4.14(b),
the Company and its Restricted Subsidiaries will not be required to apply an amount equal to any Net Proceeds in accordance with
this covenant except to the extent that the aggregate Net Proceeds from all Asset Sales which are not applied in accordance with
this covenant exceed the greater of $275.0 million or 1.0% of Consolidated Total Assets at the time of receipt of such Net Proceeds.
Pending application of an amount equal to Net Proceeds pursuant to this Section 4.14, the Company or a Restricted Subsidiary may
temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this
Indenture.


 


(c)       Any
Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.14(b) hereof shall constitute “Excess
Proceeds.” When the aggregate amount of Excess Proceeds exceeds the greater of $275.0 million or 1.0% of Consolidated
Total Assets, the Company shall make an offer (an “Asset Sale Offer”) to all Holders of Notes of a series and
all holders of other Pari Passu Indebtedness to purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness
(including Notes of the other series) that may be purchased out of the amount of such Excess Proceeds. The offer price in any Asset
Sale Offer shall be equal to 100% of principal amount plus accrued and unpaid interest to, but not including, the date of purchase,
and shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company and its Restricted
Subsidiaries may use the amount of such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Notes of a series and other Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount
of Excess Proceeds, the Company shall select the Notes of such series and such


 




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other Pari Passu Indebtedness to be purchased
on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.


 


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


 


Section 4.15 Additional Note Guarantees. If any
one of the Company’s Subsidiaries that is not a Note Guarantor Guarantees any Indebtedness of the Company or any Guarantor
under any syndicated Credit Facility or Capital Markets Indebtedness, that Subsidiary shall (i) execute and deliver to the Trustee
a supplemental indenture in form reasonably satisfactory to the Trustee and a notation of Note Guarantee substantially in the form
of Exhibit B hereto or, in the case that such Subsidiary of the Company is a Canadian Note Guarantor, a Canadian Note
Guarantee, pursuant to which such Subsidiary shall unconditionally Guarantee, on a senior secured basis, all of the Company’s
obligations under the Notes and this Indenture on the terms set forth in this Indenture and, if applicable, the Canadian Note Guarantee,
and (ii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and notation of Note Guarantee or, if applicable,
Canadian Note Guarantee, has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding
and enforceable obligation of such Subsidiary. Thereafter, such Subsidiary shall be a Note Guarantor for all purposes hereof until
such Note Guarantee is released in accordance herewith.


 


Notwithstanding the foregoing, the supplemental
indenture and notation of Note Guarantee may be modified in respect of any Note Guarantor organized outside the United States of
America as necessary or appropriate to (1) comply with applicable law, (2) avoid any general legal limitations such as general
statutory limitations, financial assistance, corporate benefit, “thin capitalization” rules, retention of title claims
or similar matters or (3) avoid a conflict with the fiduciary duties of such company’s directors, contravention of any legal
prohibition or regulatory condition, or the material risk of personal or criminal liability for any officers or directors (collectively
referred to as “Agreed Guarantee Principles”), in each case as determined by the Company in its sole discretion.


 


Section 4.16 Designation of Restricted and Unrestricted
Subsidiaries. The Company’s Board of Directors may designate any Restricted Subsidiary (other than Valeant) to be an
Unrestricted Subsidiary if that designation would not cause a Default. Any designation of a Subsidiary as an Unrestricted Subsidiary
will be deemed to be a designation of each of such entity’s Subsidiaries as Unrestricted Subsidiaries. If a Restricted Subsidiary
is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company
and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary shall be deemed to be an Investment
made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.8 hereof or
under one or more of the clauses of the definition of “Permitted Investments,” as determined by the Company. That designation
will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition
of an Unrestricted Subsidiary. The Company’s Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the redesignation would not cause a Default; provided that such redesignation will be deemed to be an incurrence
of Indebtedness and, if applicable, an incurrence of related Liens by a Restricted Subsidiary of the Company of any outstanding
Indebtedness and, if applicable, related Liens of such Unrestricted Subsidiary and such redesignation will only be permitted if
such Indebtedness and, if applicable, related Liens are permitted under Section 4.9 hereof and, if applicable, Section 4.11 hereof
(other than clause (3) under the definition of Permitted Liens), calculated, if applicable, on a pro forma basis as if such designation
had occurred at the beginning of the four-quarter reference period.


 


Section 4.17 Business Activities. The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses,
except to such extent as would not be material to the Company and its Restricted Subsidiaries, taken as a whole.


 


Section 4.18 [Reserved].


 




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Section 4.19 Stay, Extension and Usury Laws. The
Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive
the Company from paying all or any portion of the principal of, premium, if any, or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture,
and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenant
that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been enacted.


 


Section 4.20 Notice of Default. In the event that
any Default or Event of Default under Section 6.1 hereof shall occur, the Company shall give prompt written notice of such Default
or Event of Default to the Trustee.


 


Section 4.21 Payment of Additional Amounts.


 


(a)       All
payments made by or on behalf of the Company under or with respect to the Notes, or by or on behalf of any Note Guarantor under
or with respect to any Note Guarantee (each such Person, a “Payor”) will be made free and clear of any withholding
or deduction for or on account of any tax, duty, levy, impost, assessment or other governmental charge of whatever nature (collectively,
“Tax”) imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or doing
business for tax purposes or from or through which such Payor makes any payment on the Notes or its Note Guarantee or any department
or political subdivision of any of the foregoing (each, a “Relevant Taxing Jurisdiction”), unless the Payor
(or an applicable withholding agent) is required to withhold or deduct Taxes by law. If the Payor (or an applicable withholding
agent) is required by law to withhold or deduct any amount for or on account of Taxes of any Relevant Taxing Jurisdiction from
any payment made under or with respect to any Notes or Note Guarantee, the Payor, subject to the exceptions listed below, will
pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by
each Holder or beneficial owner of the Notes after such withholding or deduction (including withholding or deduction attributable
to Additional Amounts payable hereunder) will not be less than the amount the Holder or beneficial owner would have received if
such Taxes had not been required to be so withheld or deducted.


 


(b)       A
Payor will not, however, pay Additional Amounts to a Holder or beneficial owner of Notes:


 


(i)       to
the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the existence of any present or
former connection between the Holder or beneficial owner (or between a fiduciary, settler, beneficiary, member or shareholder of,
or possessor of a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership
or corporation) and the Relevant Taxing Jurisdiction (other than any connection resulting solely from the acquisition, ownership,
holding or disposition of Notes, the receipt of payments thereunder or under any Note Guarantee and/or the exercise or enforcement
of rights under any Notes or any Note Guarantee);


 


(ii)       to
the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial
owner of Notes, following the Company’s or the Payor’s written request addressed to the Holder, to the extent such
Holder or beneficial owner is legally eligible to do so, to comply with any certification, identification, information or other
reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction,
as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing
Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant
Taxing Jurisdiction);


 


(iii)       with
respect to any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property tax or any similar Taxes;


 


(iv)       to
the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder
or beneficial owner of any Note, where presentation is required, for payment on a date more than 30 days after the date on
which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;


 




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(v)       to
the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder or beneficial owner
not dealing at arm’s length, within the meaning of the Income Tax Act (Canada), with such Payor;


 


(vi)       to
the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for such Holder or beneficial owner
being, or not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with, a “specified
shareholder” of the Company as defined in subsection 18(5) of the Income Tax Act (Canada) for purposes of the thin
capitalization rules in the Income Tax Act (Canada);


 


(vii)       to
the extent the Taxes giving rise to such Additional Amounts are United States federal withholding taxes imposed pursuant to Sections
1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), as in effect on the date hereof
(or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current
or future regulations, official interpretations or administrative authority promulgated thereunder and any agreements entered into
pursuant to Section 1471(b)(1) of the Code as in effect on the date hereof (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), and, for the avoidance of doubt, any intergovernmental agreement (and
related legislation, rules or practices) implementing the foregoing (taken together, “FATCA”), except to the
extent that such Taxes result from a failure of any Paying Agent to comply with FATCA; and


 


(viii)       any
combination of items (i), (ii), (iii), (iv), (v), (vi) and (vii).


 


Additional Amounts also shall not be paid
with respect to any payment on a Note to a beneficial owner who is a fiduciary, a partnership, a limited liability company, or
anyone other than the sole beneficial owner of that payment to the extent that payment would be required by the laws of the Relevant
Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary,
a member of that partnership, an interest holder of that limited liability company, or a beneficial owner who would not have been
entitled to the Additional Amounts had that beneficiary, settlor, member or interest holder been the beneficial owner.


 


(c)       The
Payor or applicable withholding agent will (i) make any such withholding or deduction required by applicable law and (ii) timely
remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Payor, as the applicable
withholding agent, will make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes
so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Payor, as the applicable withholding agent,
will provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld are due pursuant
to applicable law, either a certified copy or tax receipts evidencing such payment, or, if such tax receipts are not reasonably
available to the Payor, such other documentation that provides reasonable evidence of such payment by the Payor.


 


(d)       Where
Tax is payable pursuant to Regulation 803 of the Income Tax Act (Canada) by a Holder or beneficial owner of the Notes in
respect of any amount payable under the Notes to the Holder (other than by reason of a transfer of the Notes to a person resident
in Canada with whom the transferor does not deal at arm’s length for the purposes of such Act), but no Additional Amount
is paid in respect of such Tax, the Payor will pay as or on account of interest to the Holder an amount equal to such Tax (a “Regulation
803 Reimbursement”) plus an amount equal to any Tax required to be paid by the Holder or beneficial owner as a result
of such Regulation 803 Reimbursement within 45 days after receiving from the Holder a notice containing reasonable particulars
of the Tax so payable, provided such Holder or beneficial owner would have been entitled to receive Additional Amounts on
account of such Tax (and only to the extent of such Additional Amounts that such Holder or beneficial owner would have been entitled
to receive) but for the fact that it is payable otherwise than by deduction or withholding from payments made under or with respect
to the Notes.


 


(e)       Prior
to the date on which the payment of any Additional Amounts are due, the Payor will deliver to the Trustee an Officers’ Certificate
stating that such Additional Amounts will be payable on the applicable payment date, and setting forth the Additional Amounts so
payable and will also set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders
on the applicable payment date. Any such


 




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Officers’ Certificate will be delivered
to the Trustee at least two Business Days in advance of when the payments in question are required to be made (unless a shorter
period of time is acceptable to the Trustee in its reasonable discretion). The Payor will promptly publish a notice in accordance
with Section 11.2 hereof stating that such Additional Amounts will be payable and describing the obligation to pay such amounts.


 


(f)       The
Payors, jointly and severally, will reimburse the Holders or beneficial owners of Notes, upon written request of such Holder or
beneficial owner of Notes and certified proof of payment for the amount of (i) any Taxes levied or imposed by a Relevant Taxing
Jurisdiction and payable by such Holder or beneficial owner in connection with payments made under or with respect to the Notes
or under or with respect to any Note Guarantee; and (ii) any Taxes levied or imposed with respect to any reimbursement under the
foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or beneficial owner after such reimbursement
will not be less than the net amount such Holder or beneficial owner would have received if the Taxes giving rise to the reimbursement
described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation
provided for in this Section 4.21(f) shall not extend to Taxes imposed for which the Holder or beneficial owner of the Notes would
not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section
4.21(b) hereof, or to the extent such Holder or beneficial owner received Additional Amounts with respect to such payments.


 


(g)       In
addition, the Payor will pay any stamp, issue, registration, court, documentary, excise or other similar taxes, charges and duties,
including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the
execution, issuance, registration or delivery of the Notes or any Note Guarantee or any other document or instrument referred to
thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction at any time as a result of, or in
connection with, (i) any payments made pursuant to the Notes, any Note Guarantee or any other such document or instrument referred
to thereunder and/or (ii) the enforcement of the Notes or any Note Guarantee or any other such document or instrument referred
to thereunder.


 


(h)       The
obligations described under this Section 4.21 will survive any termination, defeasance or discharge of this Indenture and will
apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized,
doing business or is otherwise resident for Tax purposes or any jurisdiction from or through which payment is made by such successor
or its respective agents.


 


(i)       Whenever
this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under
or with respect to any Note or under any Note Guarantee, such reference includes the payment of Additional Amounts or other payments
that would be payable pursuant to this Section 4.21, if applicable.


 


Section 4.22 After-Acquired Property.


 


(a)       Promptly
following (but so long as the Credit Agreement is outstanding in no circumstance sooner than required with respect to the Credit
Agreement) the acquisition by the Company or any Note Guarantor of any After-Acquired Property or upon any new Subsidiary becoming
a Note Guarantor, the Company or such Note Guarantor shall, subject to the limitations set forth herein, including the remaining
clauses below, (i) provide a Lien over such property consistent with the Liens granted over similar property in the applicable
jurisdiction (or in the case of any jurisdiction where no Liens were previously granted, to the extent customary and reasonably
achievable under applicable local law) (or, in the case of a new Note Guarantor, all of its property (other than Excluded Assets)
consistent with the Liens granted over similar property in the applicable jurisdiction (or in the case of any jurisdiction where
no Liens were previously granted, to the extent customary and reasonably achievable under applicable local law)) in favor of the
Notes Collateral Agents and (ii) execute and deliver such mortgages, deeds of trust, security instruments, financing statements
and certificates as shall be necessary to vest in the Notes Collateral Agents a perfected security interest, subject only to Permitted
Liens, in such After-Acquired Property or in the Collateral of such Note Guarantor and to have such After-Acquired Property or
such Collateral (but subject to the limitations set forth in the Collateral Documents) added to the Collateral, and thereupon all
provisions of this Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Property or Collateral
to the same extent and with the same force and effect, and deliver certificates and Opinions of Counsel consistent with the ones
delivered in the applicable jurisdiction in connection with other Collateral Documents or in the case of any jurisdiction where
no Liens


 




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were previously granted, such certificates
and Opinions of Counsel as are customary in such jurisdiction; provided, however, that if granting such security
interest in such After-Acquired Property or Collateral requires the consent of a third party, the Company will use commercially
reasonable efforts to obtain such consent with respect to the security interest for the benefit of the Trustee and the Notes Collateral
Agent on behalf of the Holders of the Notes; provided further, however, that if such third party does not consent
to the granting of such security interest after the use of such commercially reasonable efforts, the Company or such Note Guarantor,
as the case may be, will not be required to provide such security interest.


 


(b)       Notwithstanding
anything in the Indenture or the Collateral Documents to the contrary, in addition to the other exceptions and limitations described
in the Collateral Documents, and notwithstanding any action that is taken in favor of the lenders under the Credit Agreement, in
no event shall the Company or any Note Guarantor be required to (x) create any security interests in assets located, titled, registered
or filed outside of the Covered Jurisdictions or to perfect such security interests or (y) deliver (A) control agreements, (B)
landlord waivers, (C) bailee letters, (D) other similar third party documents, or (E) security agreements, pledge agreements, or
share charge (or mortgage) agreements (or similar agreements) governed under the laws of a jurisdiction other than the Covered
Jurisdictions. In addition, in no event shall the Company or any Note Guarantor be required to grant liens or take any action to
perfect liens on any real estate other than Material Real Estate Assets.


 


(c)       Notwithstanding
anything in the Indenture or the Collateral Documents to the contrary, so long as the Credit Agreement is outstanding, the Company
and the Note Guarantors will not be required to grant liens on any asset in any jurisdiction where such assets can be pledged to
only one secured party pursuant to local laws governing such collateral or local practice applicable to such collateral.


 


(d)       Notwithstanding
anything in the Indenture or the Collateral Documents to the contrary, the Company and the Note Guarantors will not be required
to (i) perfect by control any security interest in deposit accounts, securities accounts, commodities accounts or similar accounts
or (ii) perfect a security interest in any asset if such asset does not constitute “Collateral” (or an equivalent term)under
the Credit Agreement security documents or where the Company and the Note Guarantors are not required to take such actions under
the Credit Agreement security documents.


 


(e)       Any
Collateral Document may provide that the amount recoverable in respect of the Collateral provided by the Note Guarantors will be
limited as necessary to (1) prevent such Collateral from being in breach of any applicable law, (2) avoid any general legal limitations
such as general statutory limitations, financial assistance, corporate benefit, “thin capitalization” rules, retention
of title claims or similar matters or (3) avoid a conflict with the fiduciary duties of such company’s officers or directors,
contravention of any legal prohibition or regulatory condition, or the material risk of personal or criminal liability for any
officers or directors, in each case as determined by the Company in its sole discretion.


 


(f)       The
limitations set forth in clauses (b) through (e) above are referred to as the “Applicable Collateral Limitations.”


 


Section 4.23 Additional Material Real Estate Assets.
In the event that the Company or any Note Guarantor acquires a Material Real Estate Asset or a Real Estate Asset owned or leased
on the Issue Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the
Collateral Documents in favor of any Notes Collateral Agent, for the benefit of First Lien Notes Secured Parties, then the Company
or such Note Guarantor shall, subject to the Applicable Collateral Limitations, promptly take all such actions and execute and
deliver, or cause to be executed and delivered, all such mortgages, documents, instruments and agreements necessary to make such
Lien a valid and perfected First Priority security interest (subject to Permitted Liens) in such Material Real Estate Asset and
deliver such Opinions of Counsel and certificates as are customary in such jurisdictions.


 


Section 4.24 No Impairment of the Security Interests.
Except as otherwise permitted under this Indenture (including, for the avoidance of doubt, pursuant to a transaction otherwise
permitted by this Indenture), the First Lien Intercreditor Agreement and the Collateral Documents, none of the Company nor any
of the Note Guarantors shall be permitted to take any action, or knowingly omit to take any action, which action or omission would
have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee, the
Notes Collateral Agents and the Holders of the Notes.


 




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ARTICLE 5

MERGER, CONSOLIDATION OR SALE OF ASSETS


 


Section 5.1 Merger, Consolidation or Sale of Assets.


 


(a)       The
Company shall not, directly or indirectly: (1) consolidate, amalgamate or merge with or into another Person (whether or not the
Company is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions,
to another Person, unless:


 


(i)       either
(x) the Company is the surviving corporation; or (y) the Person formed by or surviving any such consolidation, amalgamation or
merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is
organized and validly existing under the laws of the U.S., any state of the U.S. or the District of Columbia or under the laws
of Canada or any province thereof, any member state of the European Union as in effect on the Issue Date, Bermuda, Cayman Islands,
any Channel Island or Switzerland (provided that if such entity is not a corporation, a co-obligor of the Notes is a corporation);


 


(ii)       the
Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company) or the Person to which
such sale, assignment, transfer, conveyance or other disposition has been made expressly assumes all the obligations of the Company
under the Notes of the applicable series, this Indenture and the applicable Collateral Documents pursuant to agreements reasonably
satisfactory to the Trustee;


 


(iii)       immediately
after such transaction, no Default or Event of Default exists;


 


(iv)       either
(a) the Company or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Company),
or to which such sale, assignment, transfer, conveyance or other disposition has been made shall, on the date of such transaction
after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the
applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.9(a) hereof or (b) the Company or the Person formed by or surviving any such consolidation, amalgamation
or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made
would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if
the same had occurred at the beginning of the applicable four-quarter period, have a Fixed Charge Coverage Ratio for such Person
and its Restricted Subsidiaries that would be equal to or greater than such ratio for such Person and its Restricted Subsidiaries
immediately prior to such action; and


 


(v)       the
Company has delivered to the Trustee an Officers’ Certificate stating that such consolidation, amalgamation, merger, conveyance,
transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture,
complies with this Article and that all conditions precedent herein provided for relating to such transaction have been complied
with.


 


(b)       The
Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions,
to any other Person.


 


(c)       The
Company will not permit any Note Guarantor to, directly or indirectly, (1) consolidate, amalgamate or merge with or into another
Person; or (2) sell, assign, transfer, convey or otherwise dispose (collectively, “dispose”) of all or substantially
all of its properties or assets, in one or more related transactions, to another Person unless:


 


(i)       except
in the case of a Note Guarantor (x) that has disposed of all or substantially all of its assets, whether through a merger, amalgamation,
consolidation or sale of Capital Stock or assets or (y) that, as a result of the disposition of all or a portion of its Capital
Stock, ceases to be a Subsidiary of the


 




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Company, in both cases in compliance
with Section 4.14, the resulting, surviving or transferee Person (if not such Note Guarantor) shall expressly assume, by a guarantee
agreement and applicable Collateral Documents in a form reasonably satisfactory to the Trustee, all the obligations of such Note
Guarantor under its Note Guarantee; and


 


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


 


Notwithstanding the foregoing: (A) any Restricted
Subsidiary may consolidate or amalgamate with, merge into or transfer all or part of its properties and assets to the Company or
any Note Guarantor and (B) the Company may merge or amalgamate with an Affiliate of the Company solely for the purpose of reincorporating
the Company in another jurisdiction within the United States of America, any state thereof or the District of Columbia, Canada
or any province thereof, any member state of the European Union as in effect on the Issue Date, Bermuda, Cayman Islands, any Channel
Island or Switzerland or converting the Company into a limited liability company organized under the United States of America,
any state thereof or the District of Columbia, Canada or any province thereof, any member state of the European Union as in effect
on the Issue Date, Bermuda, Cayman Islands, any Channel Island or Switzerland (provided that a co-obligor of the Notes is
a corporation).


 


Section 5.2 Successor Substituted. Upon any consolidation
of the Company with, or merger or amalgamation of the Company into, any other Person or any conveyance, transfer or lease of all
or substantially all of the properties and assets of the Company in accordance with Section 5.1 hereof, the successor Person formed
by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as
if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the Notes.


 


ARTICLE 6



DEFAULT AND REMEDIES


 


Section 6.1 Events of Default. Each of the following
is an “Event of Default” with respect to any series of Notes:


 


(a)      default
in the payment of any principal of (including, without limitation, any premium, if any, on) such series of Notes when the same
becomes due and payable (whether at maturity, upon a Redemption Date, Change of Control Purchase Date, Purchase Date or otherwise);


 


(b)     default
in the payment of any interest payable on such series of Notes when the same becomes due and payable and the Default continues
for a period of 30 days;


 


(c)        failure
by the Company or any of its Restricted Subsidiaries


 


   (i)to comply with any of the provisions of Sections
3.8, 3.14 or 4.14 of this Indenture with respect to such series, which failure remains uncured for 30 days after written notice
to the Company from the Trustee or to the Company and the Trustee from the Holders of at least 25% in principal amount of the Notes
of the applicable series; or


 


   (ii)to comply with the provisions described in
Section 5.1 of this Indenture;


 


(d)         the
Company or any of its Restricted Subsidiaries fails to comply with any of the other covenants contained in such series of Notes,
the Collateral Documents or this Indenture and the Default continues for 60 days (or 90 days in the case of the provisions of Section
4.3) after written notice to the Company from the Trustee or to the Company and the Trustee from the Holders of at least 25% in
aggregate principal amount of the applicable series of Notes then outstanding;


 


(e)       default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Company or any


 




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of its Restricted Subsidiaries (or
the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee
now exists, or is created after the date of this Indenture, if that default:


 


(i)is caused by a failure to pay principal when
due on such Indebtedness within any applicable grace period provided in such Indebtedness (a “Payment Default”);
or


 


ii()results in the acceleration of such Indebtedness
prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount
of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates
$250.0 million or more;


 


(f)       failure
by the Company or any of its Restricted Subsidiaries to pay final non-appealable judgments aggregating in excess of $250.0 million,
which judgments are not paid, discharged, stayed or subject to insurance for a period of 60 days after becoming final;


 


(g)       any
Note Guarantee by a Significant Subsidiary ceases to be in full force and effect in all material respects (except as contemplated
by the terms thereof) or any Note Guarantor that is a Significant Subsidiary denies or disaffirms such Note Guarantor’s obligations
under this Indenture or any Note Guarantee and such Default continues for 10 days after receipt of the notice as specified in this
Indenture;


 


(h)       unless
such Liens have been released in accordance with the provisions of the applicable Collateral Documents, liens with respect to all
or substantially all of the Collateral cease to be valid or enforceable, or the Company shall assert or any Note Guarantor shall
assert, in any pleading in any court of competent jurisdiction, that any such security interests are invalid or unenforceable and,
in the case of any such Note Guarantor, the Company fails to cause such Note Guarantor to rescind such assertions within 30 days
after the Company has actual knowledge of such assertions;


 


(i)       the
Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:


 


   (i)commences a voluntary case or proceeding;


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


and in each case the order or decree described in this clause
(j) remains unstayed and in effect for 60 consecutive days.


 


Any notice given pursuant to Section 6.1(d)
hereof must be in writing and must specify the Default, demand that it be remedied and state that the notice is a “Notice
of Default.” When any Default under this Section 6.1 is cured, it ceases.


 


Section 6.2 Acceleration. If an Event of Default
(other than an Event of Default specified in clause (i) or (j) of Section 6.1 hereof with respect to the Company) with respect
to any series of Notes occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate
principal amount of the Notes of such series then outstanding may, by notice to the Company and the Trustee, declare all unpaid
principal to the date of acceleration on the Notes of such series then outstanding (if not then due and payable) to be due and
payable upon any such declaration, and the same shall become and be immediately due and payable. If an Event of Default specified
in clause (i) or (j) of Section 6.1 hereof with respect to the Company occurs, all unpaid principal (including, without limitation,
any premium, if any, then outstanding), and accrued interest, if any, on the Notes of such series then outstanding shall ipso facto
become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders
of a majority in aggregate principal amount of the applicable series of Notes then outstanding by notice to the Trustee may rescind
an acceleration and its consequences with respect to that series if (a) all existing Events of Default, other than the nonpayment
of the principal of the applicable series of Notes which has become due solely by such declaration of acceleration, have been cured
or waived; (b) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and (c) all
payments due to the Trustee and any predecessor Trustee under Section 7.7 hereof in respect of such series of Notes have been made.
No such rescission shall affect any subsequent default or impair any right consequent thereto.


 


Section 6.3 Other Remedies. If an Event of Default
occurs and is continuing in respect of a series of Notes, the Trustee may, but shall not be obligated to, pursue any available
remedy by proceeding at law or in equity to collect the payment of the principal of or interest on the Notes of the applicable
series or to enforce the performance of any provision of such Notes or this Indenture.


 


The Trustee may maintain a proceeding even
if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or
any Noteholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute
a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative
to the extent permitted by law.


 


Section 6.4 Waiver of Defaults and Events of Default.
Subject to Sections 6.7 and 9.2 hereof, the Holders of a majority in aggregate principal amount of the Notes of a series then outstanding
by notice to the Trustee may waive an existing Default or Event of Default with respect to such series and its consequences, except
a Default or Event of Default in the payment of the principal of, premium, if any, or interest on any Notes of such series when
due or any Default or Event of Default in respect of any provision of this Indenture or the Notes of such series which, under Section
9.2 hereof, cannot be modified or amended without the consent of the Holder of each Note of such series affected (with respect
to any Notes held by a non-consenting Holder). When a Default or Event of Default is waived, it is cured and ceases with respect
to such series.


 


Section 6.5 Control by Majority. The Holders
of a majority in aggregate principal amount of the Notes of a series then outstanding may direct the time, method and place of
conducting any proceeding for exercising any remedy or power available to the Trustee or exercising any trust or power conferred
on it with respect to such series. However, the Trustee may refuse to follow any direction that it determines, in consultation
with its counsel conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of another
Holder of Notes of such series or the Trustee, or that may involve the Trustee in personal liability unless the Trustee is offered
indemnity 


 




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satisfactory to it; provided, however,
that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 


Section 6.6 Limitations on Suits. A Holder may
not pursue any remedy with respect to this Indenture or a series of Notes (except actions for payment of overdue principal, premium,
if any, or interest) unless:


 


(a)     the
Holder gives to the Trustee written notice of a continuing Event of Default;


 


(b)    the
Holders of at least 25% in aggregate principal amount of the then outstanding Notes of such series make a written request to the
Trustee to pursue the remedy;


 


(c)      such
Holder or Holders offer to the Trustee reasonable indemnity satisfactory to the Trustee against any loss, liability or expense;


 


(d)       the
Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and


 


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


 


Section 6.7 Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, with respect to each series of Notes, the contractual right of any Holder
of a Note to receive payment of the principal of, or interest on such Note, on or after the respective due dates expressed in such
Note and this Indenture and to bring suit for the enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of the Holder.


 


Section 6.8 Collection Suit by Trustee. If an
Event of Default in the payment of principal or interest specified in clause (a) or (b) of Section 6.1 hereof occurs and is continuing
with respect to any series of Notes, the Trustee may recover judgment in its own name and as trustee of an express trust against
the Company or another obligor on the Notes of such series for the whole amount of principal and accrued interest remaining unpaid,
together with, to the extent that payment of such interest is lawful, interest on overdue principal and overdue installments of
interest, in each case at a rate equal to the interest rate then in effect on such Note and such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.


 


Section 6.9 Trustee May File Proofs of Claim.
The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the applicable
series of Notes), its creditors or its property and shall be entitled and empowered to collect and receive any money or other property
payable or deliverable on any such claims and to distribute the same, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof, and to the
extent that such payment of the reasonable compensation, expenses, disbursements and advances in any such proceedings shall be
denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other property which the Holders may be entitled to receive in such proceedings, whether in liquidation
or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to, or, on behalf of any Holder, to authorize, accept or adopt any plan of reorganization, arrangement,
adjustment or composition affecting the Notes of the applicable series 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.


 




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Section 6.10 Priorities. If the Trustee collects
any money pursuant to this Article 6, including upon realization of the Collateral, but subject to the First Lien Intercreditor
Agreement, it shall pay out the money in the following order:


 


First, to the Trustee for
amounts due under Section 7.7 hereof;


 


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


 


Third, to the extent of
any excess of such proceeds to the payment to or upon the order of the applicable Grantor or to whosoever may be lawfully entitled
to receive the same or as a court of competent jurisdiction may direct.


 


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


 


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


 


ARTICLE 7



TRUSTEE


 


Section 7.1 Duties of Trustee.


 


(a)       If
an Event of Default has occurred and is continuing, 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 its exercise as a prudent person would exercise or use under the circumstances
in the conduct of his or her own affairs.


 


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


 


(A)       the
Trustee need perform only those duties as are specifically set forth in this Indenture and no others; and


 


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


 


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


 


(A)       this
paragraph does not limit the effect of subsection (b) of this Section 7.1;


 


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


 




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(C)       the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 6.5 hereof.


 


(d)       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 unless the Trustee shall have
received satisfactory indemnity in its opinion against potential costs and liabilities incurred by it relating thereto.


 


(e)       Every
provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b), (c) and (d) of this Section
7.1.


 


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


 


Section 7.2 Rights of Trustee. Subject to Section
7.1 hereof:


 


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


 


(b)      Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel (or both), which
shall conform to Section 11.4(b) hereof. The Trustee shall not be liable for any action it takes or omits to take in good faith
in reliance on such Officers’ Certificate or Opinion of Counsel.


 


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


 


(d)      The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within
its rights or powers.


 


(e)     The
Trustee 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 in respect of any such action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel.


 


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


 


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


 


(h)      The
Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact
such a default is received by a responsible Trust Officer of the Trustee at the Corporate Trust Office, and such notice references
the applicable series of Notes and this 


 




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Indenture. The Trustee shall not be
responsible for monitoring the value of the collateral that is released from the Lien hereunder.


 


(i)       The
rights, privileges, protections, immunities and benefits given to BNY Mellon as Trustee, including, without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, BNY Mellon in each of its capacities hereunder, including as Notes
Collateral Agent, and to each agent, custodian and other Person employed to act hereunder.


 


(j)       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.


 


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


 


Section 7.3 Individual Rights of Trustee. The
Trustee in its individual or any other capacity may become the owner or pledgee of Notes of a series and may otherwise deal with
the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same
with like rights. However, the Trustee is subject to Sections 7.10 and 7.11 hereof.


 


Section 7.4 Trustee’s Disclaimer. The Trustee
makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s
use of the proceeds from the Notes, and it shall not be responsible for any statement in the Notes other than its certificate of
authentication.


 


Section 7.5 Notice of Default or Events of Default.
If a Default or an Event of Default occurs and is continuing and if a Trust Officer of the Trustee has received written notice
of such Default or Event of Default at its Corporate Trust Office and such notice references the Notes and this Indenture, the
Trustee shall notify each Noteholder of the applicable series of the Default or Event of Default within 90 days after it is known
by the Trustee. However, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith
determines that withholding notice is in the interests of Noteholders of such series, except in the case of a Default or an Event
of Default in payment of the principal (including premium, if any) of or interest on any Note of such series.


 


Section 7.6[Reserved]. 


 


Section 7.7 Compensation and Indemnity. The Company
shall pay to the Trustee from time to time such compensation (as agreed to from time to time by the Company and the Trustee in
writing) for its services (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee
of an express trust). The Company shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances
incurred or made by it. Such expenses may include the reasonable compensation, disbursements and expenses of the Trustee’s
agents and counsel.


 


Each of the Company and each Guarantor,
jointly and severally, shall indemnify the Trustee or any predecessor Trustee (which for purposes of this Section 7.7 shall include
its officers, directors, employees and agents) for, and hold it harmless against, any and all loss, liability or expense including
taxes (other than taxes based upon, measured by or determined by the income of the Trustee), (including reasonable legal fees and
expenses) incurred by it in connection with the acceptance or administration of its duties under this Indenture or any action or
failure to act as authorized or within the discretion or rights or powers conferred upon the Trustee hereunder or thereunder including
the reasonable costs and expenses of the Trustee and its counsel in defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder or thereunder. The


 




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Trustee shall notify the Company promptly
of any claim asserted against the Trustee for which it may seek indemnity. The Company need not pay for any settlement effected
without its prior written consent, which shall not be unreasonably withheld.


 


The Company need not reimburse the Trustee
for any expense or indemnify it against any loss or liability determined by a court of competent jurisdiction to have been caused
by its own gross negligence or willful misconduct.


 


To secure the Company’s payment obligations
in this Section 7.7, the Trustee shall have a senior claim to which the Notes are hereby made subordinate on all money or property
held or collected by the Trustee, except such money or property held in trust to pay the principal of and interest on the Notes.
The obligations of the Company under this Section 7.7 shall survive the satisfaction and discharge of this Indenture or the resignation
or removal of the Trustee.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in clause (i) or (j) of Section 6.1 hereof occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under any Bankruptcy Law to the extent permitted by law.
The provisions of this Section shall survive the termination of this Indenture.


 


Section 7.8 Replacement of Trustee. The Trustee
may resign by so notifying the Company. The Holders of a majority in aggregate principal amount of the Notes of a series then outstanding
may remove the Trustee with respect to such series by so notifying the Trustee. The Company may remove the Trustee if:


 





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

                                              

	(b)	the Trustee is adjudged a bankrupt or an insolvent;

                                  

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

                                  

	(d)	the Trustee becomes incapable of acting.







 


If the Trustee resigns or is removed or
if a vacancy exists in the office of the Trustee for any reason, the Company shall promptly appoint a successor Trustee. The resignation
or removal of a Trustee shall not be effective until a successor Trustee shall have delivered the written acceptance of its appointment
as described below.


 


If a successor Trustee does not take office
within 45 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of 10% in principal
amount of the Notes of the applicable series then outstanding may petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to such series at the expense of the Company.


 


If the Trustee fails to comply with Section
7.10 hereof, any Holder of the applicable series may petition any court of competent jurisdiction for the removal of the Trustee
with respect to such series and the appointment of a successor Trustee of such series.


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee, upon payment
of its charges hereunder, shall transfer all property held by it as Trustee in respect of such series of Notes to the successor
Trustee and be released from its obligations (exclusive of any liabilities that the retiring Trustee may have incurred while acting
as Trustee) hereunder, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee in respect of such series of Notes under this Indenture. A successor Trustee
shall mail notice of its succession to each affected Holder.


 


A retiring Trustee shall not be liable for
the acts or omissions of any successor Trustee after its succession.


 




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Notwithstanding replacement of the Trustee
pursuant to this Section 7.8, the Company’s obligations under Section 7.7 hereof shall continue for the benefit of the retiring
Trustee.


 


Section 7.9 Successor Trustee by
Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its
corporate trust assets (including the administration of this Indenture) to, another corporation, the resulting, surviving or
transferee corporation, without any further act, shall be the successor Trustee, provided such transferee corporation
shall qualify and be eligible under Section 7.10 hereof. Such successor Trustee shall promptly mail notice of its succession
to the Company and each affected Holder.


 


Section 7.10 Eligibility;
Disqualification. The Trustee shall always satisfy the requirements of paragraphs (1), (2) and (5) of TIA Section 310(a).
The Trustee (or its parent holding company) shall have a combined capital and surplus of at least $50,000,000. If at any time
the Trustee shall cease to satisfy any such requirements, it shall resign immediately in the manner and with the effect
specified in this Article 7. The Trustee shall be subject to the provisions of TIA Section 310(b).


 


Section 7.11 Preferential Collection of Claims Against
the Company. The Trustee shall comply with 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 7.12Collateral Documents; Intercreditor Agreements.
By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee and Notes Collateral Agents, as the case
may be, to execute and deliver the First Lien Intercreditor Agreement (and any other applicable intercreditor agreements referred
to herein from time to time) and any other Collateral Documents in which the Trustee or the Notes Collateral Agents, as applicable,
is named as a party, including any Collateral Documents executed after the Issue Date. It is hereby expressly acknowledged and
agreed that, in doing so, the Trustee and the Notes Collateral Agents are (a) expressly authorized to make the representations
attributed to Holders in any such agreements and (b) 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 First Lien Intercreditor Agreements (or any other applicable intercreditor
agreements referred to herein from time to time) or any other Collateral Documents, the Trustee and the Notes Collateral Agents
each shall have all of the rights, 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 8



DEFEASANCE; SATISFACTION AND

DISCHARGE OF INDENTURE


 


Section 8.1 Satisfaction and
Discharge of Indenture. This Indenture shall cease to be of further effect with respect to a series of Notes and all Note
Guarantees and Liens on Collateral with respect to the Notes of such series will be released, and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture and release of such Guarantees and Liens with respect to such series of Notes, when


 


(a)       either


 


(i)all Notes of such series theretofore authenticated
and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 2.7 hereof and (ii) Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the
Company as provided in Section 8.5 hereof) have been delivered to the Trustee for cancellation; or


 


(ii)all Notes of such series not theretofore
delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise
or will become due and payable within one year and the Company has irrevocably deposited or


 




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caused to be irrevocably deposited cash in U.S. dollars,
non-callable Government Securities or a combination thereof with the Trustee or a Paying Agent (other than the Company or any of
their Affiliates) as trust funds in trust for the purpose of and in an amount sufficient, without consideration of any reinvestment
of interest, to pay and discharge the entire indebtedness on the Notes of such series not theretofore delivered to the Trustee
for cancellation, for principal, premium, if any, and accrued interest to the date of maturity or redemption, provided that
with respect to any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for
purpose of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated
by the Company as of the date of the notice of redemption, with any Applicable Premium deficit only required to be deposited with
the Trustee on or prior to the date of redemption;


 


(b)       no
Default or Event of Default has occurred and is continuing with respect to such series of Notes on the date of the deposit or will
occur as a result of the deposit and the deposit will not result in a breach or violation of or constitute a default under, any
other instrument to which the Company is a party or by which the Company is bound, and as to which the rights of the other parties
thereto are senior to those of the Holders;


 


(c)       the
Company has paid or caused to be paid all other sums payable hereunder with respect to such series of Notes by the Company;


 


(d)       the
Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward payment of the Notes of such
series at maturity or Redemption Date, as the case may be; and


 


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


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 7.7 hereof shall survive and, if cash in U.S. dollars,
non-callable Government Securities or a combination thereof shall have been deposited with the Trustee pursuant to subclause (ii)
of clause (a) of this Section, the provisions of Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.12, 4.2 and 7.8, this Article 8 and Section
11.5, shall survive until the Notes of such series have been paid in full.


 


Section 8.2 Legal Defeasance.
The Company and the Note Guarantors shall be deemed to have paid and will be discharged from any and all obligations in
respect of this Indenture (with respect to the applicable series of Notes) and the Notes of a series and the related Note
Guarantees and have Liens on the Collateral securing the Notes of such series released on the date of the deposit referred to
in clause (a) of this Section 8.2, and the provisions of this Indenture shall no longer be in effect with respect to such
series of Notes (“Legal Defeasance”), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same, except for the following provisions, which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Notes to receive solely from the trust fund described in
clause (a) below payments in respect of the principal of, premium, if any, and interest on such series of Notes when such
payments are due, (ii) the Company’s obligations with respect to such series of Notes under Article 2 and Section 4.2
hereof, (iii) the rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder, including, without
limitation, Section 7.7 hereof and the Company’s obligations in connection therewith and (iv) this Section 8.2. Subject
to compliance with this Section 8.2, the Company may exercise its option under this Section 8.2 notwithstanding the prior
exercise of its option under Section 8.3 hereof. The following conditions shall apply to Legal Defeasance:


 


(a)       the
Company shall have irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S.
dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding
Notes of such series on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify
whether the Notes of such series are being defeased to their Stated Maturity or to a particular Redemption Date;


 




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(b)       the
Company shall have delivered to the Trustee an Opinion of Counsel (based on a ruling received from or published by the United States
Internal Revenue Service or a change in the applicable U.S. federal income tax law since the date of this Indenture) in the United
States reasonably acceptable to the Trustee to the effect that the beneficial owners 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;


 


(c)       the
Company shall have delivered to the Trustee either (i) an Opinion of Counsel in Canada reasonably acceptable to the Trustee, or
a ruling from the Canada Revenue Agency to the effect that, based upon Canadian law then in effect and having regard to any applicable
proposed amendments thereto which have been publicly announced prior to the date of such defeasance, the beneficial owners of the
outstanding Notes of such series will not recognize income, gain or loss for Canadian federal, provincial or territorial or other
tax purposes, as a result of such Legal Defeasance and will be subject to Canadian taxes on the same amounts and in the same manner
and at the same time as would have been the case if such Legal Defeasance had not occurred or (ii) a ruling directed to the Trustee
received from tax authorities of Canada to the same effect as the Opinion of Counsel described in clause (i) above;


 


(d)       no
Default or Event of Default shall have occurred and be continuing with respect to such series of Notes on the date of such deposit
(other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit);


 


(e)       the
Legal Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument
(other than this Indenture with respect to such series of Notes) to which the Company or any of its Subsidiaries is a party or
by which the Company or any of its Subsidiaries is bound; and


 


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


 


After any such irrevocable deposit, the
Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under the applicable series
of Notes and this Indenture with respect to such series of Notes except for those surviving obligations in the immediately preceding
paragraph.


 


Notwithstanding the foregoing, the Opinion
of Counsel required by Section 8.2(b) hereof with respect to a Legal Defeasance need not be delivered if all Notes of the applicable
series not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) shall become due and payable
upon maturity or redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company.


 


Section 8.3 Covenant
Defeasance. The Company may omit to comply with any term, provision or condition set forth in clause (iv) of Section
5.1(a) hereof, and the Company and its Restricted Subsidiaries may omit to comply with any term, provision or condition set
forth in Section 3.8, Section 4.3, Sections 4.8 through 4.17 hereof and any breach of clauses (c), (d), (e), (f) or (g), or
with respect to Significant Subsidiaries only, clauses (i) or (j) under Section 6.1 hereof shall be deemed not to be an Event
of Default and all Guarantees and Liens shall be released on the date of deposit referred to in clause (a) of this Section
8.3 (“Covenant Defeasance”), if in each case:


 


(a)       the
Company shall have irrevocably deposited with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S.
dollars, Government Securities, or a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding
Notes of such series on the Stated Maturity or on the applicable Redemption Date, as the case may be, and the Company must specify
whether the Notes of such series are being defeased to their Stated Maturity or to a particular Redemption Date;


 




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(b)       the
Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to such Trustee confirming
that the beneficial owners of the outstanding Notes of such series 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 the Covenant Defeasance had not occurred;


 


(c)       the
Company shall have delivered to the Trustee either (i) an Opinion of Counsel in Canada reasonably acceptable to the Trustee, or
a ruling from the Canada Revenue Agency, to the effect that, based upon Canadian law then in effect and having regard to any applicable
proposed amendments thereto which have been public announced prior to the date of such defeasance, the beneficial owners of the
outstanding Notes of such series will not recognize income, gain or loss for Canadian federal, provincial or territorial or other
tax purposes, as a result of such Covenant Defeasance and will be subject to Canadian taxes on the same amounts and in the same
manner and at the same time as would have been the case if such Covenant Defeasance had not occurred or (ii) a ruling directed
to the Trustee received from tax authorities of Canada to the same effect as the Opinion of Counsel described in clause (i) above;


 


(d)       no
Default or Event of Default shall have occurred and be continuing with respect to such series of Notes on the date of such deposit
(other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);


 


(e)       the
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 with respect to such series of Notes) to which the Company or any of its Subsidiaries is a party or
by which the Company or any of its Subsidiaries is bound; and


 


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


 


If the funds deposited with the Trustee
to effect Covenant Defeasance are insufficient to pay the principal of and interest on the applicable series of Notes when due,
then the obligations of the Company and the Note Guarantors under this Indenture will be revived and no such defeasance will be
deemed to have occurred.


 


Notwithstanding the foregoing, the Opinion
of Counsel required by Section 8.3(b) hereof with respect to a Covenant Defeasance need not be delivered if all Notes of the applicable
series not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) shall become due and payable
upon maturity or redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company.


 


Section 8.4 Application of Trust Money. Subject
to the provisions of Section 8.5 hereof, the Trustee or a Paying Agent shall hold in trust, for the benefit of the Holders of the
applicable series of Notes, all money deposited with it pursuant to Section 8.1, 8.2 or 8.3 hereof and shall apply the deposited
money in accordance with this Indenture and the applicable series of Notes to the payment of the principal of and interest on such
series of Notes.


 


Section 8.5 Repayment to the
Company. The Trustee and each Paying Agent shall promptly pay to the Company upon request any excess money (i) deposited
with them pursuant to Section 8.1, 8.2 or 8.3 hereof and (ii) held by them at any time.


 


The Trustee and each Paying Agent shall
pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two
years after a right to such money has matured; provided, however, that the Trustee or such Paying Agent, before being
required to make any such payment, may at the expense of the Company cause to be mailed to each Holder entitled to such money notice
that such money remains unclaimed and that after a date specified therein, which shall be at least 30 days from the date of such
mailing, any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company,


 




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Holders entitled to money must look to the
Company for payment as general creditors unless an applicable abandoned property law designates another person.


 


Section 8.6 Reinstatement. If the Trustee or
any Paying Agent is unable to apply any money in accordance with Section 8.5 hereof by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Company’s obligations under this Indenture and the applicable series of Notes shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.1, 8.2 or 8.3 hereof until such time as the Trustee or such Paying Agent is
permitted to apply all such money or Government Securities in accordance with Section 8.4 hereof; provided, however,
that if the Company has made any payment of the principal of or interest on any Notes of any series because of the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive any such payment from
the money or Government Securities held by the Trustee or such Paying Agent.


 


ARTICLE 9



AMENDMENTS, SUPPLEMENTS AND WAIVERS


 


Section 9 Without Consent of Holders. The Company
and the Trustee may amend or supplement this Indenture and any Collateral Document with respect to a series of Notes without notice
to or consent of any Holder of Notes of such series:


 


(a)        to
comply with Section 5.1 hereof;


 


(b)         to
cure any ambiguity, defect or inconsistency;


 


(c)        to
provide for uncertificated Notes in addition to or in place of certificated Notes of such series;


 


(d)       to
provide for the assumption of the Company’s or any Note Guarantor’s obligations to Holders of Notes of such series
in the case of a consolidation or merger or sale of all or substantially all of the Company’s or a Note Guarantor’s
assets;


 


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


 


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


 


(g)         to
conform the text of this Indenture, the Notes of such series, the Note Guarantees of such series or the Collateral Documents to
any provision of the section of the Offering Memorandum dated March 9, 2017 captioned “Description of the Notes”;


 


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


 


(i)       to
add additional Note Guarantees with respect to the Notes of such series or to confirm and evidence the release, termination or
discharge of any Note Guarantee with respect to such Notes of such series when such release, termination or discharge is permitted
under this Indenture;


 


(j)      to
secure the Notes or the Note Guarantees or to add additional assets as Collateral;


 


(k)      to
release Collateral from the Lien pursuant to this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement
when permitted or required by this Indenture, the Collateral Documents or the First Lien Intercreditor Agreement; or


 




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(l)       to
appoint a successor Trustee.


 


In addition, the Company, the Trustee and
the Collateral Agents may amend the First Lien Intercreditor Agreement and the Collateral Documents to provide for the addition
of any creditors or obligations to such agreements to the extent a pari passu lien for the benefit of such creditor is permitted
by the terms of this Indenture.


 





Section 9.2 With Consent of Holders.
The Company and the Trustee may amend or supplement this Indenture, the Notes of any series and the Collateral Documents with
the written consent of the Holders of at least a majority in aggregate principal amount of the Notes of such series then outstanding
(including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).
The Holders of at least a majority in aggregate principal amount of the Notes of a series then outstanding may waive compliance
in a particular instance by the Company with any provision of this Indenture, such Notes or the Collateral Documents without notice
to any Holder (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for, the applicable series of Notes). However, notwithstanding the foregoing but subject to Section 9.4 hereof, without
the written consent of each Holder of Notes affected hereby, an amendment, supplement or waiver, including a waiver pursuant to
Section 6.4 hereof, may not (with respect to any Notes of such series held by a non-consenting Holder):


 


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


 


(b)     reduce
the principal of or change the Stated Maturity of any such Note or alter the provisions with respect to the redemption of such
Notes (excluding, for the avoidance of doubt, provisions relating to Sections 3.8, 3.14 and 4.14);


 


(c)    reduce
the rate of or change the time for payment of interest on any such Note;


 


(d)       make
any such Note payable in money other than U.S. dollars;


 


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


 


(f)       waive
a redemption payment with respect to any such Note (excluding, for the avoidance of doubt, a payment required by Sections 3.8,
3.14 and 4.14);


 


(g)     impair
the right to institute suit for the enforcement of any payment on or with respect to such Notes;


 


(h)     modify
the Note Guarantees with respect to such Notes in any manner adverse to the Holders of such Notes; or


 


(i)     make
any change in the preceding amendment and waiver provisions with respect to series of such Notes;


 


provided that, unless such amendment
to this Indenture or any Collateral Document affects solely one series of Notes, the written consent of the Holders of at least
a majority in aggregate principal amount of the Notes of each series then outstanding shall be required.


 


In addition, without the consent of Holders
of at least 662⁄3% in principal amount of the Notes of a series then outstanding (including, without limitation, consents obtained
in connection with a purchase of, or tender offer or exchange offer for, Notes), (i) except as set forth in Section 10.5, no amendment
or supplement may release the Note Guarantees with respect to the Notes of such series and (ii) no amendment or supplement may
modify any Collateral Documents or the provisions in this Indenture dealing with Collateral or the Collateral Documents to the
extent that such amendment or supplement would have the effect of releasing all or substantially all of the Liens securing 


 




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the Notes (except as permitted by the
terms of this Indenture and the Collateral Documents) or change or alter the priority of the security interests in the Collateral
(unless otherwise expressly permitted hereunder).


 


It shall not be necessary for the consent
of the Holders under this Section 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall
be sufficient if such consent approves the substance thereof.


 


Section 9.3 Notice of Amendment,
Supplement or Waiver. After an amendment, supplement or waiver under Section 9.1 or Section 9.2 becomes effective, the
Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the
validity of any such amendment, supplement or waiver.


 


Section 9.4 Revocation and Effect of Consents.
Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and
every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even
if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to
its Note or portion of a Note if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver
becomes effective.


 


After an amendment, supplement or waiver
becomes effective, it shall bind every Holder, unless it makes a change described in any of clauses (a) through (i) of Section
9.2 hereof. In that case the amendment, supplement or waiver shall bind each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note.


 


Section 9.5 Notation on or Exchange of Notes.
If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it
to the Trustee. The Trustee may place an appropriate notation on the Note about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall issue and the Trustee shall
authenticate a new Note that reflects the changed terms.


 


Section 9.6 Trustee to Sign Amendments, Etc.
The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplemental
indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may,
in its sole discretion, but need not sign it. In signing or refusing to sign such amendment or supplemental indenture, the Trustee
shall be provided with and, subject to Section 7.1 hereof, shall be fully protected in relying upon, an Opinion of Counsel and
an Officers’ Certificate stating that such amendment or supplemental indenture is authorized or permitted by this Indenture
and all conditions precedent in this Indenture to such execution have been complied with. The Company may not sign an amendment
or supplemental indenture until its Board of Directors approves it in writing.


 


Section 9.7 Effect of Supplemental
Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes with respect to
any affected series of Notes; and every Holder of applicable Notes theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.


 


ARTICLE 10



NOTE GUARANTEES


 


Section 10.1 Note Guarantees.


 


(a)       Each
of the Note Guarantors, jointly and severally, hereby unconditionally Guarantees (and subject in each case to the Agreed Guarantor
Principles set forth in any notation of Note Guarantee, supplemental indenture, or as contemplated by Section 4.15 hereof) to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of
the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder that: (i)
the due and punctual payment of


 




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principal, premium and interest on the Notes
shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, (ii) the due and punctual
payment of interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the
Company to the Holders or the Trustee under this Indenture or any Note shall be promptly paid in full or performed, all in accordance
with the terms hereof and thereof, and (iii) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension
or renewal, whether at stated maturity, by acceleration pursuant to Section 6.2 hereof or otherwise. Failing payment when due of
any amount so guaranteed or any performance so guaranteed for whatever reason, the Note Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Note Guarantor shall agree that this is a Guarantee of payment and not a Guarantee
of collection.


 


(b)       Each
of the Note Guarantors hereby agrees that its obligations with regard to its Guarantee shall be joint and several, unconditional,
irrespective of the validity or enforceability of the Notes or the obligations of the Company under this Indenture, the absence
of any action to enforce the same, the recovery of any judgment against the Company or any other obligor with respect to this Indenture,
the Notes or the obligations of the Company under this Indenture or the Notes, any action to enforce the same or any other circumstances
(other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Note Guarantor.
Each Note Guarantor further, to the extent permitted by law, hereby waives and relinquishes all claims, rights and remedies accorded
by applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights or remedies, including but
not limited to: (i) any right to require any of the Trustee, the Holders or the Company (each a “Benefited Party”),
as a condition of payment or performance by such Note Guarantor, to (A) proceed against the Company, any other guarantor (including
any other Note Guarantor) of the obligations under the Note Guarantees or any other person, (B) proceed against or exhaust any
security held from the Company, any such other guarantor or any other person, (C) proceed against or have resort to any balance
of any deposit account or credit on the books of any Benefited Party in favor of the Company or any other person, or (D) pursue
any other remedy in the power of any Benefited Party whatsoever; (ii) any defense arising by reason of the incapacity, lack of
authority or any disability or other defense of the Company including any defense based on or arising out of the lack of validity
or the unenforceability of the obligations under the Note Guarantees or any agreement or instrument relating thereto or by reason
of the cessation of the liability of the Company from any cause other than payment in full of the obligations under the Note Guarantees;
(iii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in
amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon any Benefited Party’s
errors or omissions in the administration of the obligations under the Note Guarantees, except behavior which amounts to bad faith;
(v) (A) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Note
Guarantees and any legal or equitable discharge of such Note Guarantor’s obligations hereunder and under its Note Guarantee,
(B) the benefit of any statute of limitations affecting such Note Guarantor’s liability hereunder and under its Note Guarantee
or the enforcement hereof and thereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness, diligence
and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject
thereto; (vi) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action or inaction,
including acceptance of the Note Guarantees, notices of default under the Notes or any agreement or instrument related thereto,
notices of any renewal, extension or modification of the obligations under the Note Guarantees or any agreement related thereto,
and notices of any extension of credit to the Company and any right to consent to any thereof; (vii) to the extent permitted under
applicable law, the benefits of any “One Action” rule; and (viii) any defenses or benefits that may be derived from
or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the
Note Guarantees. Except as set forth in Section 10.5, each Note Guarantor covenants that its Note Guarantee shall not be discharged
except by complete performance of the obligations contained in its Note Guarantee and this Indenture.


 


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


 


(d)       Each
Note Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Note Guarantor shall further agree that, as
between the Note Guarantors, on the one hand, and the Holders


 




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and the Trustee, on the other hand, (i) the
maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.2 hereof for the purposes of any Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed
hereby and (ii) in the event of any declaration of acceleration of such obligations as provided in Section 6.2 hereof, such obligations
(whether or not due and payable) shall forthwith become due and payable by the Note Guarantors for the purpose of any such Guarantee.
The Note Guarantors shall have the right to seek contribution from any non-paying Note Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the applicable Guarantee.


 





Section 10.2 Execution and Delivery of
Note Guarantees. To evidence its Guarantee set forth in Section 10.1 hereof, each Note Guarantor hereby agrees that a notation
of such Note Guarantee substantially in the form of Exhibit B hereto (as modified to reflect Agreed Guarantee Principles
to the extent contemplated by Section 4.15) or, in the case of a Note Guarantor organized under the laws of Canada or any province
or territory thereof, a Canadian Note Guarantee, shall be endorsed by an officer of such Note Guarantor, which notation shall
be applicable to each Note authenticated and delivered by the Trustee, and that this Indenture shall be executed on behalf of
such Note Guarantor by any of its Officers. Each of the Note Guarantors, jointly and severally, hereby agrees that its Guarantee
set forth in Section 10.1 hereof shall remain in full force and effect notwithstanding any failure to endorse a notation of such
Note Guarantee. If an officer or Officer whose signature is on this Indenture or on the Note Guarantee of a Note Guarantor no
longer holds that office at the time the Trustee authenticates a Note, the Note Guarantee of such Note Guarantor shall be valid
nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery
of the Note Guarantees set forth in this Indenture on behalf of the Note Guarantors.


 


Section 10.3 Limitation on Note Guarantor Liability.
Each Note Guarantor confirms, and by its acceptance of Notes, each Holder hereby confirms, that it is the intention of all such
parties that any Guarantee of such Note Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar applicable law to the extent applicable
to any Note Guarantee. To effectuate the foregoing intention, the Trustee and the Holders irrevocably agree, and the Note Guarantors
irrevocably agree, that the obligations of such Note Guarantor under this Article 10 shall be limited to the maximum amount as
will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Note Guarantor that are
relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made
by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under this Article 10, result
in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.


 


Section 10.4 Merger and Consolidation of Note Guarantors.


 


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


 


(b)       Except
as set forth in Articles 4 and 5 hereof, and notwithstanding clause (a) of this Section 10.4, nothing contained in this Indenture
or in any of the Notes shall prevent any consolidation, amalgamation or merger of a Note Guarantor with or into the Company or
another Note Guarantor, or shall prevent any sale or conveyance of the property of a Note Guarantor as an entirety or substantially
as an entirety to the Company or another Note Guarantor.


 




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Section 10.5 Release.


 


(a)       In
the event (i) of a sale or other disposition of all or substantially all of the assets of any Note Guarantor, by way of merger,
amalgamation, consolidation or otherwise, or a sale or other disposition of all the Equity Interests of any Note Guarantor then
held by the Company and its Restricted Subsidiaries to a person that is not (either before or after giving effect to such transactions)
a Subsidiary of the Company, in each case so long as such sale or other disposition is permitted by this Indenture, including without
limitation Section 4.14 hereof, (ii) of a designation by the Company of any Restricted Subsidiary that is a Note Guarantor as an
Unrestricted Subsidiary in accordance with the definition thereof or in the event that such Note Guarantor ceases to be a Restricted
Subsidiary in accordance with the provisions of this Indenture, (iii) upon the release or discharge of any Guarantee in respect
of any Indebtedness that resulted in the issuance after the Issue Date of the Note Guarantee by such Note Guarantor or (iv) the
Company discharges the Notes of such series and its Obligations under this Indenture under Section 8.1 or exercises its legal or
covenant defeasance options under Section 8.2 or 8.3, respectively, with respect to the Notes of a series, such Note Guarantor
shall be released and relieved of any obligations under its Note Guarantee (in the case of clause (iv), only with respect to the
applicable series and not with respect to the other series of Notes) without any further action being required by the Trustee or
any Holder.  If the Company discharges this Indenture under Section 8.1 with respect to any series of Notes or exercises its
legal or covenant defeasance options under Section 8.2 or 8.3 with respect to any series of Notes, respectively, each Note Guarantor
shall be released and relieved of any obligations under its Note Guarantee with respect to such series of Notes and not with respect
to the other series of Notes without any further action being required by the Trustee or any Holder.


 


(b)       Upon
delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale
or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation
Sections 4.8 and 4.14 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any
Note Guarantor from its obligations under its Guarantee.


 


(c)       Any
Note Guarantor not released from its obligations under its Note Guarantee (including in respect of a series of Notes) shall remain
liable for the full amount of principal of and interest on the Notes and for the other obligations of any Note Guarantor under
this Indenture as provided in this Article 10.


 


ARTICLE 11



MISCELLANEOUS


 


Section 11.1 Certain Trust Indenture Act Sections.


 


The Company shall comply with Sections 314(a)(4),
314(c) and 314(e) of the TIA. No other provision of the TIA shall apply except where otherwise specifically provided.


 


Section 11.2 Notices. Any demand, authorization
notice, request, consent or communication shall be given in writing and delivered in person or mailed by first-class mail, postage
prepaid, addressed as follows or transmitted by facsimile transmission (confirmed by delivery in person or mail by first-class
mail, postage prepaid, or by guaranteed overnight courier) to the following facsimile numbers:


 


If to the Company, to:



Valeant Pharmaceuticals International, Inc.

400 Somerset Corporate Boulevard

Bridgewater, NJ 08807

Attention: Corporate Secretary

Facsimile No.: (949) 461-6661


 




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With a copy to:



Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: Michael Kaplan

Facsimile No.: (212) 701-5111


 


If to the Trustee, to:


 




The Bank of New York Mellon





101 Barclay Street, Floor 7E





New York, New York 10286





Attn: Corporate Trust Administration





Facsimile No.: (212) 815-5366


 


If to the Notes Collateral Agent, to: 




The Bank of New York Mellon





101 Barclay Street, Floor 7E





New York, New York 10286





Attn: Corporate Trust Administration





Facsimile No.: (212) 815-5366


 


The Bank of New York Mellon, London Branch





101 Barclay Street, Floor 7E





New York, New York 10286





Attn: Corporate Trust Administration





Facsimile No.: (212) 815-5366


 


The Bank of New York Mellon, Singapore Branch





101 Barclay Street, Floor 7E





New York, New York 10286





Attn: Corporate Trust Administration





Facsimile No.: (212) 815-5366


 


BTA Institutional Services Australia Limited





101 Barclay Street, Floor 7E





New York, New York 10286





Attn: Corporate Trust Administration





Facsimile No.: (212) 815-5366


 


BNY Mellon Corporate Trustee Services Limited





101 Barclay Street, Floor 7E





New York, New York 10286





Attn: Corporate Trust Administration





Facsimile No.: (212) 815-5366


 


Lord Securities Corporation





48 Wall Street, 27th Floor





New York, New York 10005


 




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Attn: General Counsel





Facsimile No. : (212) 348-9012


 


Such notices or communications shall be
effective when received.


 


The Company, the Notes Collateral Agent
or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.


 


Any notice or communication mailed to a
Holder shall be mailed by first-class mail or delivered by an overnight delivery service to it at its address shown on the register
kept by the Registrar.


 


Failure to mail a notice or communication
to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication to
a Holder is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.


 


The Trustee and the Notes Collateral Agent
agree to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission
or other similar unsecured electronic methods (including pdf files). If the party elects to give the Trustee or the applicable
Notes Collateral Agent e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee or the
Notes Collateral Agent, as applicable, in its discretion elects to act upon such instructions, the Trustee’s or the Notes
Collateral Agent’s, as the case may be, understanding of such instructions shall be deemed controlling. Neither the Trustee
nor the applicable Notes Collateral Agent shall be liable for any losses, costs or expenses arising directly or indirectly from
such party’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent
with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the
use of such electronic methods to submit instructions and directions to the Trustee or the applicable Notes Collateral Agent, as
the case may be, including without limitation the risk of the Trustee or the Notes Collateral Agent acting on unauthorized instructions,
and the risk or interception and misuse by third parties.


 


Notwithstanding anything to the contrary
contained herein, as long as the Notes of a series are in the form of a Global Note, notice to the Holders of such Notes may be
made electronically in accordance with procedures of the Depositary.


 


Section 11.3 Communications by Holders With Other
Holders. Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under
this Indenture or the Notes. The Company, the Trustee, the Registrar and any other person shall have the protection of TIA Section
312(c).


 


Section 11.4 Certificate and Opinion of Counsel as
to Conditions Precedent.


 


(a)       Upon
any request or application by the Company to the Trustee to take any action under this Indenture other than the initial issuance
of the Notes and the Note Guarantees, the Company shall furnish to the Trustee at the request of the Trustee:


 


(A)       an
Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent (including any covenants, compliance
with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been
complied with; and


 


(B)       an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (including any covenants, compliance
with which constitutes a condition precedent) have been complied with.


 


(b)       Each
Officers’ Certificate and Opinion of Counsel with respect to compliance with a condition or covenant provided for in this
Indenture shall include:


 


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


 




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


 


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


 


(D)       a
statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with;


 


provided, however, that with respect to matters
of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.


 


Section 11.5 Record Date for Vote or Consent of Holders.
The Company (or, in the event deposits have been made pursuant to Section 8.1, 8.2 or 8.3 hereof, the Trustee) may set a record
date for purposes of determining the identity of Holders of any series of Notes entitled to vote or consent to any action by vote
or consent authorized or permitted under this Indenture with respect to such series of Notes, which record date shall not be more
than thirty (30) days prior to the date of the commencement of solicitation of such action. Notwithstanding the provisions of Section
9.4 hereof, if a record date is fixed, those persons who were Holders of Notes of a series at the close of business on such record
date (or their duly designated proxies), and only those persons, shall be entitled to take such action with respect to such series
of Notes by vote or consent or to revoke any vote or consent previously given, whether or not such persons continue to be Holders
of Notes of such series after such record date.


 


Section 11.6 Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules (not inconsistent with the terms of this Indenture) for action by or at a meeting of Holders.
Any Registrar or Paying Agent may make reasonable rules for its functions.


 


Section 11.7 Legal Holidays. A “Legal
Holiday” is a Saturday, Sunday, or a day on which state or federally chartered banking institutions in New York, New
York, Montreal, Canada or, if applicable, the state in which the Corporate Trust Office is located are not required to be open.
If a payment date, including any Redemption Date, Purchase Date, Change of Control Purchase Date and Final Maturity Date, is a
Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period on such payment. If an interest record date is a Legal Holiday, the record date shall not be affected.


 


Section 11.8 Governing Law; Submission to Jurisdiction;
Waiver of Jury Trial.


 


(a)       Unless
specifically noted herein, this Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the
State of New York, without regard to principles of conflicts of laws.


 


(b)       The
Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The
City of New York over any suit, action or proceeding arising out of or relating to this Indenture. The Company irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit,
action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has
been brought in an inconvenient forum.


 


(c)       EACH
OF THE COMPANY AND THE TRUSTEE HEREBY 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 THE TRANSACTION CONTEMPLATED
HEREBY.


 


Section 11.9 No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary of the Company.
Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 




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Section 11.10 No Recourse Against Others. All liability
described in paragraph 13 of the Form of the Notes attached hereto as Exhibit A-1 or Exhibit A-2, as applicable,
of any director, officer, employee or shareowner, as such, of the Company or any Note Guarantor is waived and released.


 


Section 11.11 Successors. All agreements of the
Company in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind
its successor.


 


Section 11.12 Multiple Counterparts. The parties
may sign multiple counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together
represent the same agreement.


 


Section 11.13 Separability. In case any provisions
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 11.14 Table of Contents, Headings, etc.
The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 11.15 Calculations in Respect of the Notes.
The Company shall make all calculations under this Indenture and the Notes in good faith. In the absence of manifest error, such
calculations shall be final and binding on all Holders. The Company shall provide a copy of such calculations to the Trustee as
required hereunder.


 


Section 11.16 Agent for Service and Waiver of Immunities.
By the execution and delivery of this Indenture, the Company and each Note Guarantor that is not a Domestic Subsidiary, within
10 days of becoming a Note Guarantor that is not a Domestic Subsidiary, as applicable, will (i) acknowledge that they will designate
and appoint CT Corporation, 111 Eighth Avenue, New York, New York 10011, or another Person satisfactory to the Trustee (the “Authorized
Agent”), as their authorized agent upon whom process may be served in any suit or proceeding arising out of or relating
to this Indenture or the Notes that may be instituted in any federal or state court in the State of New York or brought under federal
or state securities laws, and acknowledge that the Authorized Agent has accepted such designation, (ii) submit to the jurisdiction
of any such court in any such suit or proceeding, and (iii) agree that service of process upon the Authorized Agent and written
notice of said service to the Company or the Note Guarantor that is not a Domestic Subsidiary, as applicable, in accordance with
Section 11.2 shall be deemed effective service of process in any such suit or proceeding. The Company and each Note Guarantor that
is not a Domestic Subsidiary further agrees to take any reasonable action, including the execution and filing of any and all such
documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force
and effect so long as any of the Notes shall be outstanding; provided, however, that the Company and each Note Guarantor
that is not a Domestic Subsidiary, as applicable, may, by written notice to the Trustee, designate such additional or alternative
agent for service of process under this Section 11.16 that (i) maintains an office located in the Borough of Manhattan, The City
of New York, in the State of New York, (ii) is either (x) counsel for the Company or such Note Guarantor, as applicable or (y)
a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business
and (iii) agrees to act as agent for service of process in accordance with this Section 11.16. Such written notice shall identify
the name of such agent for process and the address of the office of such agent for process in the Borough of Manhattan, The City
of New York, State of New York. Upon the written request of any Holder, the Trustee shall deliver a copy of such notice to such
Holder.


 


Section 11.17 Judgment Currency. The Company and
each Note Guarantor shall indemnify each Holder and each Person, if any, who controls any Holder within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act against any loss incurred by such party as a result of any judgment
or order being given or made against the Company or any Note Guarantor for any U.S. dollar amount due under this Indenture and
such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than U.S. dollars
and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the Judgment
Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York at which such
party on the date of payment of such judgment or order is able to purchase U.S. dollars with the amount of the Judgment Currency
actually received by such party if such party had utilized such amount of Judgment Currency to purchase U.S. dollars upon such
party’s receipt thereof. The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment
or order as aforesaid. The term “spot rate of exchange” shall


 




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include any premiums and costs of exchange
payable in connection with the purchase of, or conversion into, U.S. dollars.


 


Section 11.18 Foreign Currency Equivalent. For
purposes of determining compliance with any U.S. dollar-denominated restriction or amount, the U.S. dollar equivalent principal
amount of any amount denominated in a foreign currency will be the Dollar Equivalent calculated on the date the Indebtedness was
incurred or other transaction was entered into; provided that if any Permitted Refinancing Indebtedness denominated in a
currency other than U.S. dollars is incurred to refinance Indebtedness denominated in the same currency, and such refinancing would
cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated on the date of such refinancing, such Permitted
Refinancing Indebtedness shall be deemed not to exceed the principal amount of such Indebtedness being refinanced. Notwithstanding
any other provision in this Indenture, no restriction or amount will be exceeded solely as a result of fluctuations in the exchange
rate of currencies.


 


Section 11.19 Usury Savings Clause. If any provision
of this Indenture or any Note would obligate the Company to make any payment of or on account of interest or other amount in an
amount or calculated at a rate which would result in a receipt by any Holder of interest at a criminal rate (as such term is construed
under the Criminal Code (Canada)), then notwithstanding such provisions, such amount or rate shall be deemed to have been
adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not so result in a receipt
by such Holder of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly,
by reducing the amount or rate of interest required to be paid to such Holder, and (2) thereafter, by reducing any fees, commissions,
premiums and other amounts required to be paid to such Holder which would constitute “interest” for purposes of Section
347 of the Criminal Code (Canada).


 


Section 11.20 Interest Act (Canada). For purposes
of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest
or fees provided for in this Indenture and any Note (and stated herein or therein, as applicable, to be computed on the basis of
a 360 day year or any other period of time less than a calendar year) are equivalent are the rates so provided for multiplied by
the actual number of days in the applicable calendar year and divided by 360 or the actual number of days in such other period
of time, respectively.


 


Section 11.21 Tax Matters. Each of the parties
hereto agree to cooperate and to provide the other with such information as each may have in its possession to enable the determination
of whether any payments pursuant to this Indenture are subject to the withholding requirements described in Section 1471(b) of
the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder
or official interpretations thereof (“Applicable Law”). The Trustee shall be entitled to make any withholding or deduction
from payments under this Indenture to the extent necessary to comply with Applicable Law. Nothing in the immediately preceding
sentence shall be construed as obligating the Trustee to make any “gross up” payment or similar reimbursement in connection
with a payment in respect of which amounts are so withheld or deducted or affecting a Payor’s obligation to make any payments
of Additional Amount pursuant to Section 4.21 of this Indenture.


 


ARTICLE 12



COLLATERAL


 


Section 12.1 Collateral Documents.


 


(a)       The
due and punctual payment of the principal of, premium and interest (including Additional Amounts, if any) 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 Company and the Note Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees and the
Collateral Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents,
which define the terms of the Liens that secure the Obligations, subject to the terms of the First Lien Intercreditor Agreement.
The Trustee and the Company hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the
benefit of the Holders and the Trustee and pursuant to the terms of this Indenture, the Collateral Documents and the First Lien
Intercreditor Agreement. Each Holder, by accepting a Note, and each beneficial owner of an interest 


 




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in a Note, consents and agrees to the
terms of the Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral)
and the First Lien 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 First Lien Intercreditor Agreement, and authorizes and directs each Notes Collateral Agent
to enter into the Collateral Documents and the First Lien Intercreditor Agreement and to perform its obligations and exercise its
rights thereunder in accordance therewith. Subject to the Applicable Collateral Limitations, the Company shall deliver to each
Notes Collateral Agent copies of all documents required to be filed pursuant to the Collateral Documents to which such Notes Collateral
Agent is a party, 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 12.1, to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or
by the Collateral 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. Subject to
the Applicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all
actions and make all filings (including the filing of UCC or PPSA financing statements, continuation statements and amendments
thereto (or analogous procedures under the applicable laws in the relevant Covered Jurisdiction)) required to cause the Collateral
Documents to create and maintain, as security for the First Priority Notes Obligations of the Company and the Note Guarantors to
the First Lien Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the Collateral
(subject to the terms of the First Lien Intercreditor Agreement and the Collateral Documents), in favor of the Notes Collateral
Agents for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens.


 


(b)       To
the extent any assets owned by the Company or any Note Guarantor on the Issue Date (other than Excluded Assets) are not subject
to a valid Lien in favor of a Notes Collateral Agent on or prior to the Issue Date or subject to a Lien in favor of a Notes Collateral
Agent that is not perfected on or prior to the Issue Date, the Company and the Note Guarantors shall use their commercially reasonable
efforts to enter into Collateral Documents to create such Liens (including all Collateral Documents governed by the laws of each
Covered Jurisdiction, except where pursuant to laws governing such assets or local practice applicable to such assets, such assets
that were pledged to the Credit Agreement Collateral Agent are not capable of being pledged to a Notes Collateral Agent at the
same time) and have all such Liens and any Liens  created but not perfected (including by appropriate filings with the United
States Patent and Trademark Office and United States Copyright Office) on or prior to the Issue Date perfected, subject to any
limitations set forth in this Indenture and the Collateral Documents, including the Applicable Collateral Limitations, within 120
days after the Issue Date.


 


(c)       Notwithstanding
any provision hereof to the contrary, the provisions of this Article 12 are qualified in their entirety by the Applicable
Collateral Limitations and neither the Company nor any Note Guarantor shall be required pursuant to this Indenture or any Collateral
Document to take any action limited by the Applicable Collateral Limitations.


 


Section 12.2 Release of Collateral.


 


(a)       The
Liens securing the Notes will be automatically released, all without delivery of any instrument or performance of any act by any
party, at any time and from time to time as provided by this Section 12.2. Upon such release, subject to the terms of the
Collateral Documents, all rights in the released Collateral securing First Priority Notes Obligations shall revert to the Company
and the Note Guarantors, as applicable. The Collateral shall be released from the Lien and security interest created by the Collateral
Documents and the Trustee (subject to its receipt of an Officers’ Certificate and Opinion of Counsel as provided below) shall
execute documents evidencing such release, and instruct the applicable Notes Collateral Agent in writing to execute, as applicable,
the same at the Company’s sole cost and expense, under one or more of the following circumstances:


 


(i)       in
whole upon:


 


(A)       payment
in full of the principal of, together with accrued and unpaid interest (including Additional Amounts, if any) on, the Notes and
all other Obligations under this Indenture, the Note Guarantees and the Collateral Documents (for the avoidance of doubt, other
than contingent Obligations in respect of which no claims have been made) that are due and payable at or prior to the time such
principal, together with accrued and unpaid interest, are paid;


 


(B)       satisfaction
and discharge of this Indenture with respect to the Notes of each series as set forth under Section 8.1; or


 


(C)       a
Legal Defeasance or Covenant Defeasance of this Indenture with respect to the Notes of each series as set forth under Sections
8.2 or 8.3, as applicable;


 


(ii)       in
whole or in part, with the consent of Holders of the Notes of each series in accordance with Article 9 of this Indenture;


 


(iii)       in
part, as to any asset:


 


(A)       (I)
constituting Collateral that is sold or otherwise disposed of by the Company or any of the Note Guarantors to any Person that is
not the Company or a Note Guarantor in a transaction permitted by this Indenture (to the extent of the interest sold or disposed
of), or


 


(II) constituting Shared Collateral,
in accordance with the provisions of the First Lien Intercreditor Agreement,


 


(B)       that
is held by a Note Guarantor that ceases to be a Note Guarantor,


 


(C)       that
becomes an Excluded Asset, including so long as the Credit Agreement is outstanding, any asset that is not pledged to secure obligations
arising in respect of the Credit Agreement (whether pursuant to the terms of the Credit Agreement (and any related documents) or
as a result of any determination made thereunder, or by amendment, waiver or otherwise), or


 


(D)       that
is otherwise released in accordance with, and as expressly provided for by the terms of, this Indenture, the First Lien Intercreditor
Agreement and the Collateral Documents,


 


provided that, in the case of clause (iii)(A)(II),
the proceeds of such Shared Collateral shall be applied in accordance with the First Lien Intercreditor Agreement.


 


(b)       In
addition, the Notes of a series shall be automatically released from the Liens securing the Notes, all without delivery of any
instrument or performance of any act by any party, at any time and from time to time as provided by this Section 12.2 and
the Trustee (subject to its receipt of an Officers’ Certificate and Opinion of Counsel as provided below) shall execute documents
evidencing such release, and instruct the applicable Notes Collateral Agent in writing to execute, as applicable, the same at the
Company’s sole cost and expense, under one or more of the following circumstances:


 


(i)       in
whole upon:


 


(A)       payment
in full of the principal of, together with accrued and unpaid interest (including Additional Amounts, if any) on, the Notes of
such series and all other Obligations under this Indenture, the Note Guarantees and the Collateral Documents in respect of the
Notes of such series (for the avoidance of doubt, other than contingent Obligations in respect of which no claims have been made)
that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid;


 




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(B)       satisfaction
and discharge of this Indenture with respect to the Notes of such series as set forth under Section 8.1; or


 


(C)       a
Legal Defeasance or Covenant Defeasance of this Indenture with respect to the Notes of such series as set forth under Sections
8.2 or 8.3, as applicable; or


 


(ii)       in
whole or in part, with the consent of Holders of the Notes of such series in accordance with Article 9 of this Indenture.


 








 


 




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(c)       
With respect to any release of Collateral or release of a series of Notes from the Liens securing the Notes, upon receipt of an
Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture and the Collateral
Documents and the First Lien Intercreditor Agreement, as applicable, to such release have been met and that it is permitted for
the Trustee and/or a Notes Collateral Agent to execute and deliver the documents requested by the Company in connection with such
release, and any necessary or proper instruments of termination, satisfaction, discharge or release prepared by the Company, the
Trustee shall, or shall cause the applicable Notes Collateral Agent to, execute, deliver or acknowledge (at the Company’
expense) such instruments or releases (whether electronically or in writing) to evidence, and shall do or cause to be done all
other acts reasonably necessary to effect, in each case as soon as reasonably practicable, the release and discharge of any Collateral
or any series of Notes permitted to be released pursuant to this Indenture or the Collateral Documents or the First Lien Intercreditor
Agreement. Neither the Trustee nor any Notes Collateral Agent shall be liable for any such release undertaken in reliance upon
any such Officers’ Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or
in the First Lien Intercreditor Agreement to the contrary, but without limiting any automatic release provided hereunder or under
any Collateral Document, the Trustee and each Notes Collateral Agent shall not be under any obligation to release any such Lien
and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and
until it receives such Officers’ Certificate and Opinion of Counsel.


 





Section 12.3 Suits to Protect the
Collateral. Subject to the provisions of Article VII hereof and the Collateral Documents and the First Lien
Intercreditor Agreement, the Trustee, without the consent of the Holders, on behalf of the Holders, following the occurrence
of an Event of Default that is continuing, may or may instruct the applicable Notes Collateral Agent in writing to take all
actions it reasonably determines are necessary in order to:


 


(a)       enforce
any of the terms of the Collateral Documents; and


 


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


 


Subject to the provisions of the Collateral Documents and the
First Lien Intercreditor Agreement, the Trustee and each Notes Collateral Agent shall have power to institute and to maintain such
suits and proceedings as the Trustee may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful
or in violation of any of the Collateral 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 12.3 shall
be considered to impose any such duty or obligation to act on the part of the Trustee or any Notes Collateral Agent.


 


Section 12.4 Authorization of Receipt of Funds by
the Trustee Under the Collateral Documents. Subject to the provisions of the First Lien Intercreditor Agreement, the Trustee
is authorized to receive any funds for the benefit of the Holders distributed under the Collateral Documents, and to make further
distributions of such funds to the Holders according to the provisions of this Indenture.


 


Section 12.5 Purchaser Protected. In no event
shall any purchaser or other transferee in good faith of any property or asset purported to be released hereunder be bound to ascertain
the authority of a Notes Collateral Agent or the Trustee to execute the 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, asset or rights permitted by this
Article 12 to be sold be under any obligation to ascertain or inquire into the authority of the Company or the applicable
Note Guarantor to make any such sale or other transfer.


 


Section 12.6 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
12 upon the Company or a Note Guarantor with respect to the release, sale or other disposition of such property or asset may
be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of
any similar instrument of the Company or a Note Guarantor or of any Officer or Officers thereof required by the provisions of this
Article 12; 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.


 




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Section 12.7 Release Upon Termination of the Company’s
Obligations. In the event that the Company delivers to the Trustee an Officers’ Certificate certifying that (i) payment
in full of the principal of, together with accrued and unpaid interest on, the Notes of a series and all other First Priority Notes
Obligations in respect of such series that are due and payable at or prior to the time such principal, together with accrued and
unpaid interest, are paid or (ii) the Company shall have exercised its Legal Defeasance option or their Covenant Defeasance option
in respect of a series, in each case in compliance with the provisions of Section 8.2 or 8.3, as applicable, and an Opinion of
Counsel stating that all conditions precedent to the execution and delivery of such notice by the Trustee have been satisfied,
the Trustee shall deliver to the Company and the Notes Collateral Agents a notice, in form reasonably satisfactory to the Notes
Collateral Agents, stating that the Trustee, on behalf of the Holders of such series, disclaims and gives up any and all rights
it has in or to the Collateral solely on behalf of the Holders of the Notes of such series and not with respect to the Notes of
any other series without representation, warranty or recourse (other than with respect to funds held by the Trustee pursuant to
Section 8.2 or 8.3, as applicable), and any rights it has under the Collateral Documents solely on behalf of the Holders of the
Notes of such series and not with respect to the Notes of any other series, and upon receipt by the Notes Collateral Agents of
such notice with respect to each series of Notes, the Notes Collateral Agents shall be deemed not to hold a Lien in the Collateral
on behalf of the Trustee and shall execute and deliver all documents and do or cause to be done (at the expense of the Company)
all acts reasonably requested by the Company to release and discharge such Lien as soon as is reasonably practicable.


 


Section 12.8 Notes Collateral Agents.


 


(a)       The
Trustee is hereby directed to appoint and each of the Holders by acceptance of the Notes, and each beneficial owner of an interest
in a Note, hereby designates and appoints each Notes Collateral Agent as its agent under this Indenture, the Collateral Documents
and the First Lien Intercreditor Agreement and the Trustee is hereby directed to authorize and each of the Holders by acceptance
of the Notes hereby irrevocably authorizes each Notes Collateral Agent to take such action on its behalf under the provisions of
this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement and to exercise such powers and perform such
duties as are expressly delegated to the Notes Collateral Agents by the terms of this Indenture, the Collateral Documents and the
First Lien Intercreditor Agreement, and consents and agrees to the terms of the First Lien Intercreditor Agreement and each Collateral
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 or the terms of this Indenture. Each Notes Collateral Agent agrees to act as such on the express conditions
contained in this Section 12.8. The provisions of this Section 12.8 are solely for the benefit of the Notes Collateral
Agents and none of the Trustee, any of the Holders nor any of the Grantors shall have any rights as a third party beneficiary of
any of the provisions contained herein. Each Holder agrees that any action taken by any Notes Collateral Agent in accordance with
the provision of this Indenture, the First Lien Intercreditor Agreement and/or the applicable Collateral Documents, and the exercise
by any 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 Collateral Documents and the First Lien
Intercreditor Agreement, the duties of the Notes Collateral Agents shall be ministerial and administrative in nature, and no Notes
Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein and in the other Notes Documents
to which the applicable Notes Collateral Agent is a party, nor shall any 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 Collateral Documents and the First Lien Intercreditor
Agreement or otherwise exist against any 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 Agents 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)       Each
Notes Collateral Agent may perform any of its duties under this Indenture, the Collateral Documents or the First Lien 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. No Notes Collateral


 




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Agent shall be responsible for the negligence
or willful 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.


 


(c)       No
Notes Collateral Agent nor any of their 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 Collateral Document or the First Lien 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 Company
or any other Grantor or Affiliate of any Grantor, or any Officer or Related Person thereof, contained in this Indenture, or any
other Notes Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by
the applicable Notes Collateral Agent under or in connection with, this Indenture, the Collateral Documents or the First Lien Intercreditor
Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Collateral Documents
or the First Lien Intercreditor Agreement, or for any failure of any Grantor or any other party to this Indenture, the Collateral
Documents or the First Lien Intercreditor Agreement to perform its obligations hereunder or thereunder. No Notes Collateral Agent
nor any of their 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 Collateral Documents
or the First Lien Intercreditor Agreement or to inspect the properties, books, or records of any Grantor or any Grantor’s
Affiliates.


 


(d)       Each
Notes Collateral Agent shall be entitled (in the absence of bad faith) 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 Company or any other Grantor), independent accountants and/or other experts and advisors selected
by such Notes Collateral Agent. No Notes Collateral Agent shall 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. Unless otherwise expressly required hereunder or pursuant to any Collateral Document, each Notes Collateral
Agent shall be fully justified in failing or refusing to take any action under this Indenture, the Collateral Documents or the
First Lien Intercreditor Agreement unless it shall first receive such written 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 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. Each Notes Collateral Agent shall in all cases be fully protected from claims by any Holders
in acting, or in refraining from acting, under this Indenture, the Collateral Documents or the First Lien 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)       No
Notes Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless
a Trust Officer of such Notes Collateral Agent shall have received written notice from the Trustee or the Company referring to
this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.”
Such 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 6 or the Holders of a majority in aggregate principal amount of the Notes (subject to
this Section 12.8).


 


(f)       Each
Notes Collateral Agent may resign at any time by notice to the Trustee and the Company, such resignation to be effective upon the
acceptance of a successor agent to its appointment as Notes Collateral Agent. If any Notes Collateral Agent resigns under this
Indenture, the Company shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended
effective date of the resignation of such Notes Collateral Agent (as stated in the notice of resignation), such Notes Collateral
Agent may appoint, after consulting with the Trustee, subject to the consent of the Company (which shall not be unreasonably withheld
and which shall not be required during a continuing Event of Default), a successor collateral agent. If no successor collateral
agent is appointed and consented to by the Company pursuant to the preceding sentence within thirty (30)


 




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days after the intended effective date of
resignation (as stated in the notice of resignation) such 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 Agents” shall mean such successor collateral agent, and the retiring Notes Collateral Agent’s appointment,
powers and duties as a Notes Collateral Agent shall be terminated. After the retiring Notes Collateral Agent’s resignation
hereunder, the provisions of this Section 12.8 (and Section 7.7) 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 a Notes Collateral Agent under this Indenture.


 


(g)       The
Trustee and each Notes Collateral Agent shall be authorized to appoint co-Notes Collateral Agents or sub-agents or other additional
Notes Collateral Agents as necessary in its sole discretion and any such appointment shall be reflected in documentation (which
the Trustee and each Notes Collateral Agent are hereby authorized to enter into). Except as otherwise explicitly provided herein
or in the Collateral Documents or the First Lien Intercreditor Agreement, no 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. Each Notes
Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and
neither any Notes Collateral Agent nor any of their respective 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)       Each
Notes Collateral Agent is authorized and directed to (i) enter into the Collateral Documents to which it is party, whether executed
on or after the Issue Date, (ii) enter into the First Lien Intercreditor Agreement, (iii) make the representations of the Holders
set forth in the Collateral Documents and First Lien Intercreditor Agreement, (iv) bind the Holders on the terms as set forth in
the Collateral Documents and the First Lien Intercreditor Agreement and (v) perform and observe its obligations under the Collateral
Documents and the First Lien Intercreditor Agreement.


 


(i)       [Reserved].


 


(j)       If
applicable, each 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 UCC can be perfected only by possession. Should the Trustee obtain
possession of any such Collateral, upon request from the Company, the Trustee shall notify the Notes Collateral Agents thereof
and promptly shall deliver such Collateral to the applicable Notes Collateral Agent or otherwise deal with such Collateral in accordance
with the Notes Collateral Agents’ instructions.


 


(k)       No
Notes Collateral Agent shall have any 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 such 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 or the Grantor’s property constituting collateral intended
to be subject to the Lien and security interest of the Collateral 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 Agents pursuant to this Indenture, any Collateral Document or the First
Lien 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 Collateral Documents, it being understood and agreed that in respect of the
Collateral, or any act, omission, or event related thereto, no Notes Collateral Agent shall have any other duty or liability whatsoever
to the Trustee or any Holder or any other Notes Collateral Agent as to any of the foregoing.


 


(l)       If
the Company or any Note Guarantor (i) incurs any obligations in respect of First Priority Obligations at any time when no First
Lien Intercreditor Agreement is in effect or at any time when Indebtedness constituting First Priority Obligations entitled to
the benefit of an existing First Lien Intercreditor Agreement is concurrently 


 




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retired, or incurs any other obligations
permitted hereunder and required to be subject to an intercreditor agreement, and (ii) delivers to the Notes Collateral Agents
an Officers’ Certificate so stating and requesting the Notes Collateral Agents to enter into an intercreditor agreement (on
substantially the same terms as the First Lien Intercreditor Agreement) in favor of a designated agent or representative for the
holders of the First Priority Obligations so incurred, or on reasonable and customary terms with respect to any other such intercreditor
agreement, the Notes Collateral Agents and the Trustee (as applicable) shall (and are hereby authorized and directed to) enter
into such intercreditor agreement (at the sole expense and cost of the Company, including legal fees and expenses of the Notes
Collateral Agents), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.


 


(m)       No
provision of this Indenture, the First Lien Intercreditor Agreement or any Collateral Document shall require any 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 a Notes Collateral Agent) unless it shall have first received indemnity
satisfactory to the applicable Notes Collateral Agent against potential costs and liabilities incurred by such Notes Collateral
Agent relating thereto. Notwithstanding anything to the contrary contained in this Indenture, the First Lien Intercreditor Agreement
or the Collateral Documents, in the event any 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, such 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 such Notes Collateral Agent has determined that such 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 unless
such Notes Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to
such Notes Collateral Agent in its sole discretion, protecting such Notes Collateral Agent from all such liability. Each Notes
Collateral Agent shall at any time be entitled to cease taking any action described in this paragraph (m) if it no longer reasonably
deems any indemnity, security or undertaking from the Company or the Holders to be sufficient.


 


(n)       Each
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 First Lien Intercreditor Agreement and the Collateral 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
such Notes Collateral Agent may agree in writing with the Company (and money held in trust by such Notes Collateral Agent need
(a) shall be held uninvested without liability for interest, unless otherwise agreed in writing, (b) shall be held in a non-interest
bearing trust account and (c) 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 each Notes Collateral Agent shall not be construed
to impose duties to act.


 


(o)       No
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 any 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)       No
Notes Collateral Agent assumes any responsibility for any failure or delay in performance or any breach by the Company or any other
Grantor under this Indenture, the First Lien Intercreditor Agreement and the Collateral Documents. No Notes Collateral Agent shall
be responsible to the Holders or any other Person for any recitals, statements, information, representations or warranties contained
in any Notes Documents or in any certificate, report, statement, or other document referred to or provided for in, or received
by any Notes Collateral Agent under or in connection with, this Indenture, the First Lien Intercreditor Agreement or any Collateral
Document; the execution, validity, genuineness, effectiveness or enforceability of the First Lien Intercreditor Agreement and any
Collateral Documents of any other party thereto; the genuineness, enforceability, collectability, value, sufficiency,


 




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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 First Lien Intercreditor Agreement and the Collateral Documents. No Notes Collateral Agent shall have any 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 First Lien Intercreditor Agreement, the Credit Agreement or the Collateral Documents,
or the satisfaction of any conditions precedent contained in this Indenture, the First Lien Intercreditor Agreement or any Collateral
Documents. No Notes Collateral Agent shall be required to initiate or conduct any litigation or collection or other proceeding
under this Indenture, the First Lien Intercreditor Agreement and the Collateral Documents unless expressly set forth hereunder
or thereunder. Without limiting its obligations as expressly set forth herein, each Notes Collateral Agent shall have the right
at any time to seek instructions from the Holders with respect to the administration of the Notes Documents.


 


(q)       The
parties hereto and the Holders hereby agree and acknowledge that the Notes Collateral Agents shall not 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 First Lien Intercreditor Agreement, the Collateral 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 First Lien Intercreditor Agreement and the Collateral Documents, a Notes Collateral Agent may hold or obtain indicia
of ownership primarily to protect the security interest of such Notes Collateral Agent in the Collateral and that any such actions
taken by such Notes Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such
Collateral. However, if the Notes Collateral Agent is required to acquire title to an asset pursuant to this Indenture which in
the Notes Collateral Agent’s reasonable discretion may cause the Notes Collateral Agent 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 Collateral Agent to incur liability under CERCLA or any equivalent federal,
state or local law, the Collateral Agent reserves the right, instead of taking such action, to either resign as the Notes Collateral
Agent or arrange for the transfer of the title or control of the asset to a court-appointed receiver.


 


(r)       Upon
the receipt by the applicable Notes Collateral Agent of an Officers’ Certificate and an Opinion of Counsel, such 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 Collateral Document to be executed after the Issue Date. Such Officers’ Certificate and an Opinion of
Counsel shall (i) state that it is being delivered to such Notes Collateral Agent pursuant to this Section 12.8(r), and
(ii) instruct such Notes Collateral Agent to execute and enter into such Collateral Document. Any such execution of a Collateral
Document shall be at the direction and expense of the Company, upon delivery to such Notes Collateral Agent of an Officers’
Certificate and an Opinion of Counsel stating that all conditions precedent (if any) to the execution and delivery of the Collateral
Document have been satisfied. The Holders, by their acceptance of the Notes, hereby authorize and direct each Notes Collateral
Agent to execute such Collateral Documents.


 


(s)       Subject
to the provisions of the applicable Collateral Documents and the First Lien Intercreditor Agreement, each Holder, by acceptance
of the Notes, agrees that each Notes Collateral Agent shall execute and deliver the First Lien Intercreditor Agreement and the
Collateral Documents to which it is a party and all agreements, documents and instruments incidental thereto (including any releases
permitted hereunder), and act in accordance with the terms thereof. For the avoidance of doubt, the Notes Collateral Agents shall
not be required to exercise discretion under this Indenture, the First Lien Intercreditor Agreement or the Collateral 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, except
as otherwise expressly provided for herein or in any Collateral Document.


 




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(t)       After
the occurrence of an Event of Default, the Trustee may direct the Notes Collateral Agents in connection with any action required
or permitted by this Indenture, the Collateral Documents or the First Lien Intercreditor Agreement.


 


(u)       Each
Notes Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and the Holders distributed under
the Collateral Documents or the First Lien Intercreditor Agreement and to the extent not prohibited under the First Lien 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 6.10 hereof and the other provisions of this Indenture.


 


(v)       Subject
to the terms of the Collateral Documents, in each case that a Notes Collateral Agent may or is required hereunder or under any
other Notes Document 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 other Notes Document, the Notes Collateral Agents may seek direction from the Holders of a majority in aggregate principal
amount of the then outstanding Notes. Each 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. Subject to the terms of the Collateral Documents, if a 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, such Notes Collateral Agent
shall be entitled to refrain from such Action unless and until such Notes Collateral Agent shall have received direction from the
Holders of a majority in aggregate principal amount of the then outstanding Notes, and such 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 any other Notes Document, in no event shall any 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 or the other Notes Documents (including
without limitation the filing or continuation of any UCC or PPSA financing or continuation statements or similar documents or instruments
(or analogous procedures under the applicable laws in the relevant Covered Jurisdiction), nor shall any Notes Collateral Agent
or the Trustee be responsible for, and neither the Notes Collateral Agents nor the Trustee makes any representation regarding,
the validity, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created
thereby.


 


(x)       Before
a Notes Collateral Agent acts or refrains from acting in each case at the request or direction of the Company, the Note Guarantors,
or the Trustee, it may require an Officers’ Certificate and an Opinion of Counsel, which shall conform to the provisions
of Section 11.4. Each Notes Collateral Agent shall not be liable for any action it takes or omits to take in good faith
in reliance on such certificate or opinion.


 


(y)       Notwithstanding
anything to the contrary contained herein, each Notes Collateral Agent shall act pursuant to the instructions of the Holders and/or
the Trustee solely with respect to the Collateral Documents and the Collateral.


 


(z)       The
Company shall pay compensation to, reimburse expenses of and indemnify each Notes Collateral Agent in accordance with Section
7.7. Accordingly, the reference to the “Trustee” in Section 6.10, Section 7.7 and Section 7.8 shall be deemed to
include the reference to the Notes Collateral Agents.


 


ARTICLE 13



PARALLEL DEBT


 


Section 13.1 Purpose; Governing Law. This Article
13 is included in this Indenture solely for the purpose of ensuring the validity and effect of certain security rights governed
by the laws of the Netherlands, Poland, Japan, Slovenia, France, Hungary, Germany, Belarus and Belgium, granted pursuant to the
applicable Collateral Documents and, for the avoidance of doubt, shall not limit the rights and remedies provided to the First
Lien Notes Secured Parties by the other provisions hereof and of any of the other Notes Documents. Moreover, the provisions of
Section 13.4 shall be governed by the laws of Hungary.


 




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Section 13.2 Parallel Debt (The Netherlands, Poland,
Japan, Slovenia).


 


(a)       Notwithstanding
anything to the contrary contained in this Indenture and the Collateral Documents and for the purpose of the security rights granted
and to be granted under or pursuant to the Collateral Documents governed by the laws of The Netherlands, the laws of Poland, the
laws of Japan and the laws of Slovenia (the “Foreign Security Agreements”), the Company and each Note Guarantor
that is a party to the Foreign Security Agreements undertake to pay to any Notes Collateral Agent, in its individual capacity as
creditor in its own right and not as agent, representative or trustee, as a separate independent obligation to such Notes Collateral
Agent, the amount of its Parallel Debt. Moreover, the security rights contemplated by the applicable Foreign Security Agreements
are granted in favor of the applicable Notes Collateral Agent in its individual capacity and not as agent, representative or trustee
of the Holders of the Notes, as security for its claims under the Parallel Debt and consequently such Notes Collateral Agent becoming
the sole security beneficiary of such security rights.


 


(b)       No
person shall be obligated to pay any amount representing Parallel Debt unless and until a corresponding amount of the Underlying
Debt shall have become due and payable.


 


(c)       To
the extent any amount is paid to and received by the applicable Notes Collateral Agent in payment of the Parallel Debt, the total
amount due and payable in respect of the Underlying Debt shall be decreased as if such amount were received by the First Lien Notes
Secured Parties or any of them in payment of the corresponding Underlying Debt.


 


Section 13.3 Parallel Debt (France). For the purpose
of any Collateral Document or Lien governed by the laws of France (the “French Security Documents”) and all
security interest created thereunder:


 


(a)       Notwithstanding
any other provision of this Indenture, the Company and each Note Guarantor hereby irrevocably and unconditionally undertakes to
pay to the applicable Notes Collateral Agent, as creditor in its own right and not as representative of the other First Lien Notes
Secured Parties, sums equal to and in the currency of each amount payable by the Company and each such Note Guarantor to each of
the First Lien Notes Secured Parties under this Indenture, the Notes and each of the Collateral Documents as and when that amount
falls due for payment under this Indenture, the Notes or the relevant Collateral Document (the “French Parallel Debt”).


 


(b)       The
Company and each Note Guarantor and each Notes Collateral Agent acknowledge that the obligations of the Company and each Note Guarantor
under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding
obligations of the Company or that Note Guarantor, as applicable, to any First Lien Notes Secured Party under this Indenture, the
Notes or any Collateral Document (as used in this Section 13.3, its “Corresponding Debt”) nor shall the amounts
for which the Company and each Note Guarantor is liable under the French Parallel Debt be limited or affected in any way by its
Corresponding Debt; provided that:


 


(i)       the
French Parallel Debt of the Company and each Note Guarantor shall be decreased to the extent that its Corresponding Debt has been
irrevocably paid or (in the case of guarantee obligations) discharged;


 


(ii)       the
Corresponding Debt of the Company and each Note Guarantor shall be decreased to the extent that its French Parallel Debt has been
irrevocably paid or (in the case of guarantee obligations) discharged; and


 


(iii)       the
amount of the French Parallel Debt of the Company or a Note Guarantor shall at all times be equal to the amount of its Corresponding
Debt.


 


(c)       For
the purpose of this Section 13.3, each Notes Collateral Agent acts in its own name and not as a trustee, and its claims in respect
of the French Parallel Debt shall not be held on trust. The Collateral granted under the French Security Documents to the applicable
Notes Collateral Agent pursuant to the provisions of this Section 13.3 is granted to such Notes Collateral Agent in its capacity
as creditor of the French Parallel Debt and shall not be held on trust.


 




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(d)       All
moneys received or recovered by any Notes Collateral Agent pursuant to this Section 13.3, and all amounts received or recovered
by any Notes Collateral Agent from or by the enforcement of any Collateral granted under the French Security Documents, shall be
applied in accordance with Section 13.3.


 


(e)       For
the purpose of any vote taken under this Indenture or any Collateral Document, no Notes Collateral Agent shall be regarded as having
any participation or commitment other than those which it has, if any, in its capacity as a Holder.


 


Section 13.4 Parallel Debt (Hungary). The Trustee
and each First Lien Notes Secured Party (other than the Notes Collateral Agents) hereby authorizes and appoints the applicable
Notes Collateral Agent to accept, manage and enforce, as its representative (in Hungarian: “bizományos”
or, after the entry into force of Act V of 2013 on the new Hungarian civil code (the “New Hungarian Civil Code”),
“zálogjogosulti bizományos”) any charge based Collateral granted to such Notes Collateral Agent
in relation to this Indenture and the Collateral Documents and to act and execute on its behalf in such capacity, subject to the
terms of the Guarantee entered into by a Note Guarantor incorporated under the laws of Hungary, amendments or releases of, accessions
and alterations to, and to carry out similar dealings with regard to this Indenture or any Collateral Document governed by the
laws of Hungary or entered into by a Note Guarantor incorporated under the laws of Hungary. For the purposes of the New Hungarian
Civil Code, (i) this provision constitutes the agreement of all First Lien Notes Secured Parties regarding the authorization and
appointment of the applicable Notes Collateral Agent as “zálogjogosulti bizományos” for enforcing,
managing and administering any charge based Collateral entered into by a Guarantor incorporated under the laws of Hungary (for
the purposes of, and as envisaged by, Article 5:96.§ (1) of the New Hungarian Civil Code); (ii) in case there are discrepancies
(including inter alia matters pertaining to sharing, settlement, flow of funds and rights of Notes Collateral Agents) not
expressly regulated by Hungarian law between the regulations of Article 5:96.§ (1) of the New Hungarian Civil Code and
this Indenture, the terms of this Indenture shall prevail to the extent permitted by law; and (iii) as permitted by Regulation
(EC) No 593/2008 of 17 June 2008, this Section 13.4 shall be governed by Hungarian law. Each Notes Collateral Agent hereby accepts
and the Note Guarantors hereby acknowledge such appointment as of the date hereof.


 


Section 13.5 Parallel Debt and Collateral (Germany).
For the purposes of any Collateral Document or Lien granted to a First Lien Notes Secured Party (including any Notes Collateral
Agent) and governed by the laws of the Federal Republic of Germany:


 


(a)       The
Company and each Note Guarantor hereby irrevocably and unconditionally undertake to pay to the applicable Notes Collateral Agent
as creditor in its own right and not as a representative of the other First Lien Notes Secured Parties amounts equal to the respective
Underlying Debt.


 


(b)       The
Company and each Note Guarantor and each Notes Collateral Agent acknowledge that the obligations of the Company and each Note Guarantor
under paragraph (a) above are several and are separate and independent from, and shall not in any way limit or affect, the Underlying
Debt (as used in this Section 13.5, its “Corresponding Debt”) nor shall the amounts for which the Company and
each Note Guarantor is liable under paragraph (a) above (its “German Parallel Debt”) be limited or affected
in any way by its Corresponding Debt provided that:


 


(i)       No
Notes Collateral Agent shall demand payment with regard to the German Parallel Debt of the Company and each Note Guarantor to the
extent that the Company or such Note Guarantor’s Corresponding Debt has been irrevocably paid or (in the case of guarantee
obligations) discharged; and


 


(ii)       a
First Lien Notes Secured Party shall not demand payment with regard to the Corresponding Debt of the Company and each Note Guarantor
to the extent that the Company or such Note Guarantor’s Parallel Debt has been irrevocably paid or (in the case of guarantee
obligations) discharged.


 


(c)       For
the purpose of this Section 13.5(c), each Notes Collateral Agent acts in its own name and not as a trustee, and its claims in respect
of the German Parallel Debt shall not be held on trust. The Liens granted under this Indenture and the Collateral Documents to
any Notes Collateral Agent to secure the German Parallel Debt is granted to such Notes Collateral Agent in its capacity as creditor
of the German Parallel Debt and shall not be held on trust.


 




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(d)       All
monies received or recovered by any Notes Collateral Agent pursuant to this Section 13.5 (Parallel Debt (Germany)), and all amounts
received or recovered by any Notes Collateral Agent from or by the enforcement of any Lien granted to secure the German Parallel
Debt, shall be applied in accordance with this Indenture.


 


(e)       Without
limiting or affecting any Notes Collateral Agent’s rights against the Company and the Note Guarantors (whether under this
Section 13.5 or under any other provision of this Indenture or any Collateral Document), the Company and each Note Guarantor acknowledge
that:


 


(i)       nothing
in this Section 13.5 shall impose any obligation on any Notes Collateral Agent to advance any sum to the Company or any Note Guarantor
or otherwise under this Indenture or any Collateral Document, except in its capacity, if any, as a Holder; and


 


(ii)       for
the purpose of any vote taken under this Indenture or any Collateral Document, no Notes Collateral Agent shall be regarded as having
any participation or commitment other than those which it has in its capacity, if any, as a Holder.


 


(f)       For
the purposes of any German Security (where “German Security” means any security interest created under the Collateral
Documents governed by German law) in addition to the provision set out in this Indenture, the specific provisions set out in paragraph
(f) of this Section 13.5 shall be applicable. In the case of any inconsistency, the provisions set out in paragraph (f) of this
Section 13.5 shall prevail. The provisions set out in paragraph (f) of this Section 13.5 shall not constitute a trust pursuant
to the laws of the State of New York but a fiduciary relationship (Treuhand) within the meaning of German law.


 


(i)       Any
German Security which is solely constituted by accessory (akzessorische) security interests, the relevant Notes Collateral
Agent shall administer and, as the case may be, enforce or release that German Security in the name of and for and on behalf of
the First Lien Notes Secured Parties and shall hold, administer and, as the case may be, enforce or release that German Security
in its own name on the basis of its own rights under this Section 13.5 (Parallel Debt and Collateral (Germany).


 


(ii)       It
is hereby acknowledged that each Notes Collateral Agent (being released from any restrictions imposed by Section 181 German Civil
Code (Bürgerliches Gesetzbuch) and/or similar restrictions applicable pursuant to any other law) is hereby instructed
and authorized (with the right of sub delegation) to act as agent (Stellvertreter) of the First Lien Notes Secured Parties
(other than that Notes Collateral Agent) and in particular (without limitation) to enter into and amend any documents evidencing
German Security and to make and accept all declarations and take all actions it considers necessary or useful in connection with
any German Security on behalf of that First Lien Notes Secured Party. Each Notes Collateral Agent shall further be entitled to
enforce or release any German Security, to perform any rights and obligations under any documents evidencing German Security and
to execute new and different documents evidencing or relating to the German Security.


 


Section 13.6 Parallel Debt (Belarus).


 


(a)       For
purposes of each Collateral Document governed by the laws of (or to the extent affecting assets situated in) Belarus, notwithstanding
anything to the contrary contained herein or in any Collateral Document:


 


(i)       The
Company and each Note Guarantor must pay the applicable Notes Collateral Agent, as an independent and separate creditor, an amount
equal to each Secured Party Claim on its due date (each a “Notes Collateral Agent Claim”). For the purposes
of Belarusian law, each Notes Collateral Agent is the joint and several creditor with each other First Lien Notes Secured Party
in respect of each Secured Party Claim, having an independent right to demand and enforce payment of each Notes Collateral Agent
Claim on the terms set out in clauses (v) to (xii) below.


 


(ii)       Unless
expressly provided to the contrary in this Indenture or any Collateral Document, the applicable Notes Collateral Agent holds:


 




    -97-


     

    

(1)       the
benefit of any Notes Collateral Agent Claims; and


 


(2)       any
proceeds of the enforcement of any Collateral Documents governed by Belarusian law, for the benefit, and as the property, of, and
on trust for, the First Lien Notes Secured Parties and so that they are not available to the personal creditors of any Notes Collateral
Agent.


 


(iii)       Each
Notes Collateral Agent will separately identify in its records the property rights referred to in clause (i) above.


 


(iv)       The
property rights under clause (i) above are located in the jurisdiction where a Notes Collateral Agent maintains its accounts in
respect of those property rights.


 


(v)       The
applicable Notes Collateral Agent may enforce performance of any Notes Collateral Agent Claim in its own name as an independent
and separate right. This includes filing any suit, execution, enforcement of Collateral Documents governed by Belarusian law in
accordance with their respective terms, recovery of guarantees and applications for and voting in respect of any kind of insolvency
proceeding.


 


(vi)       Each
First Lien Notes Secured Party must, at the request of the applicable Notes Collateral Agent, perform any act required in connection
with the enforcement of any Notes Collateral Agent Claim. This includes issuing a power of attorney to such Notes Collateral Agent
and joining in any proceedings as co-claimant with such Notes Collateral Agent.


 


(vii)       Unless
such Notes Collateral Agent fails to enforce a Notes Collateral Agent Claim within a reasonable time after its due date, a First
Lien Notes Secured Party may not take any action to enforce the corresponding Secured Party Claim unless it is requested to do
so by the applicable Notes Collateral Agent.


 


(viii)       The
Company and each Note Guarantor irrevocably and unconditionally waives any right it may have to require a First Lien Notes Secured
Party to join in any proceedings as co-claimant with a Notes Collateral Agent in respect of any Notes Collateral Agent Claim.


 


(ix)       Discharge
by the Company or a Note Guarantor of a Secured Party Claim will discharge the corresponding Notes Collateral Agent Claim in the
same amount and discharge by the Company or Note Guarantor of a Notes Collateral Agent Claim will discharge the corresponding Secured
Party Claim in the same amount.


 


(x)       The
aggregate amount of the Notes Collateral Agent Claims will never exceed the aggregate amount of Secured Party Claims.


 


(xi)       A
defect affecting a Notes Collateral Agent Claim against the Company or a Note Guarantor will not affect any Secured Party Claim
and a defect affecting a Secured Party Claim against the Company or a Note Guarantor will not affect any Notes Collateral Agent
Claim.


 


(xii)       If
a Notes Collateral Agent returns to the Company or any Note Guarantor, whether in any kind of insolvency proceedings or otherwise,
any recovery in respect of which it has made a payment to a First Lien Notes Secured Party, that First Lien Notes Secured Party
must repay an amount equal to that recovery to such Notes Collateral Agent.


 


(b)       Each
First Lien Notes Secured Party:


 


(i)       Confirms
its approval of each Collateral Document governed by Belarusian law; and


 




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(ii)       Authorizes
and directs each Notes Collateral Agent to enter into and enforce the Collateral Documents governed by Belarusian law in its own
name as the joint and several creditor with each First Lien Notes Secured Party.


 


Section 13.7 Parallel Debt (Belgium).


 


(a)       For
the purpose of this Section 13.7, “Corresponding Obligations” means, with respect to each Note Guarantor incorporated
under the laws of Belgium (each, a “Belgian Guarantor”), any Note Guarantor’s obligations and liabilities
(whether present or future, actual or contingent, and whether incurred jointly or severally, and whether as principal, guarantor
or in some other capacity) to the Trustee or one or more Holders (or any of their successors, transferees or assigns) (i) under
or in connection with this Indenture or the Collateral Documents (but, for the avoidance of doubt, excluding the Parallel Debt
Undertaking (as defined below)), as the same may be amended, supplemented, extended or restated from time to time (including by
way of novation), however fundamental any amendment, supplement, extension or restatement may be, including (without affecting
the generality of the foregoing) a change of purpose of any facility or the addition of any facility, or (ii) in connection with
any other Indebtedness as the Notes Collateral Agents (acting on instructions of all Holders) and the Company may agree from time
to time.


 


(b)       Each
Belgian Guarantor irrevocably and unconditionally undertakes to pay to the applicable Notes Collateral Agent amounts equal to the
Corresponding Obligations as they may exist from time to time (each, a “Parallel Debt Undertaking”). Each Parallel
Debt Undertaking will become due and payable at the same time as the Corresponding Obligations become due and payable.


 


(c)       The
rights of each Notes Collateral Agent under this Section 13.7 are several and independent from any right that a Holder may have
under this Indenture or the Collateral Documents. Each Notes Collateral Agent may therefore enforce performance of the Parallel
Debt Undertaking in its own name as an independent and separate right. This includes any suit, execution, enforcement of security,
recovery of guarantees and applications for and voting in respect of any kind of insolvency proceeding.


 


(d)       An
amount paid by a Belgian Guarantor to any Notes Collateral Agent in respect of the Parallel Debt Undertaking will discharge the
liability of such Belgian Guarantor under the Corresponding Obligations in an equal amount.


 


(e)       The
aggregate amount outstanding under the Parallel Debt Undertaking will never exceed the aggregate amount outstanding under the Corresponding
Obligations.


 


(f)       Each
Collateral Agent acts under this Indenture and the Collateral Documents as a creditor under the Parallel Debt Undertaking.


 


Section 13.8 Additional Parallel Debt Provisions.
In the case of any Note Guarantor that becomes a Note Guarantor after the Issue Date and is located in a jurisdiction where Parallel
Debt provisions are customary or required, the Company, the Note Guarantors and the Trustee are hereby authorized to provide for
Parallel Debt, in customary form (as determined by the Issuer in its sole discretion) in the supplemental indenture with respect
to such Guarantor’s guarantee. The Trustee and the Company, without the consent of any Holder, may also incorporate into
this Indenture additional Parallel Debt provisions as necessary to address After-Acquired Property in any jurisdiction where no
assets are pledged by a guarantor organized therein on the Issue Date.


 


[SIGNATURE PAGES FOLLOW]


 




    -99-


     

    




 







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


 


 





	 	VALEANT PHARMACEUTICALS
	 	INTERNATIONAL, INC.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer







 


 


 




    
[Signature Page to Indenture]


     


    

 








	 	GUARANTORS:







	 	 
	 	VALEANT PHARMACEUTICALS INTERNATIONAL, INC.



	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer



 


 




	 	VALEANT PHARMACEUTICALS INTERNATIONAL




	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer



 


 




	 	BAUSCH & LOMB INCORPORATED 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer



 


 




	 	BAUSCH & LOMB HOLDINGS INCORPORATED 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Vice President and Treasurer



 


 




	 	SOLTA MEDICAL, INC. 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer





 




    
[Signature Page to Indenture]


     


    

 





	 	ATON PHARMA, INC.




	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 





	 	CORIA LABORATORIES, LTD.







	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 





	 	DOW PHARMACEUTICAL SCIENCES, INC.







	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 








	 	OBAGI MEDICAL PRODUCTS, INC.




	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 





	 	


OMP,
INC. 









	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


 








	 	ONPHARMA INC.







	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer








 




    
[Signature Page to Indenture]


     


    

	Signed by	 	 
	Valeant Holdco 2 Pty Ltd (ACN 154 341 367)	 	 
	in accordance with section 127 of the Corporations Act 2001 by two directors:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director (please print) 



 


 

	Signed by	 	 
	Wirra Holdings Pty Limited (ACN 122 216 577)	 	 
	in accordance with section 127 of the Corporations Act 2001 by two directors:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director (please print) 



 


 

	Signed by	 	 
	Wirra Operations Pty Limited (ACN 122 250 088)	 	 
	in accordance with section 127 of the Corporations Act 2001 by two directors:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director (please print) 



 



    
[Signature Page to Indenture]


     


    




 

	Signed by	 	 
	iNova Pharmaceuticals (Australia) Pty Limited (ACN 000 222 408)	 	 
	in accordance with section 127 of the Corporations Act 2001 by two directors:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director (please print) 



 


 

	Signed by	 	 
	Wirra IP Pty Limited (ACN 122 536 350)	 	 
	in accordance with section 127 of the Corporations Act 2001 by two directors:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director (please print) 



 



    
[Signature Page to Indenture]


     


    

	Signed by	 	 
	Valeant Pharmaceuticals Australasia Pty Limited (ACN 001 083 352)	 	 
	in accordance with section 127 of the Corporations Act 2001 by a director and
    secretary/director:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director/secretary
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director/secretary (please print) 



 


 

	Signed by	 	 
	DermaTech Pty Limited (ACN 003 982 161)	 	 
	in accordance with section 127 of the Corporations Act 2001 by a director and
    secretary/director:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director/secretary
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director/secretary (please print) 



 


 

	Signed by	 	 
	Private Formula International Holdings Pty Ltd (ACN 095 450 918)	 	 
	in accordance with section 127 of the Corporations Act 2001 by a director and
    secretary/director:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director/secretary
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director/secretary (please print) 



 



    
[Signature Page to Indenture]


     


    




 

	Signed by	 	 
	Private Formula International Pty Ltd (ACN 095 451 442)	 	 
	in accordance with section 127 of the Corporations Act 2001 by a director and
    secretary/director:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director/secretary
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director/secretary (please print) 



 


 

	Signed by	 	 
	Ganehill Pty Ltd (ACN 065 261 538)	 	 
	in accordance with section 127 of the Corporations Act 2001 by a director and
    secretary/director:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director/secretary
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director/secretary (please print) 



 



    
[Signature Page to Indenture]


     


    




 

	Signed by	 	 
	Bausch & Lomb (Australia) Pty Ltd (ACN: 000 650 251)  	 	 
	in accordance with section 127 of the Corporations Act 2001 by a director and
    secretary/director:	 	 
	 	 	 
	 	 	 
	/s/ Joseph Peter Basile	 	/s/ Linda A. LaGorga
	Signature of director	 	Signature of director/secretary
	 	 	 
	Joseph Peter Basile	 	Linda A. LaGorga
	 	 	 
	Name of director (please print)	 	Name of director/secretary (please print)



 



    
[Signature Page to Indenture]


     


    

 








	 	HYTHE PROPERTY INCORPORATED










	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Director 









 




    
[Signature Page to Indenture]


     


    

 


 


	 	VALEANT PHARMACEUTICALS NOMINEE BERMUDA










	 	 	 	 
	 	 	 	 
	 	By:	/s/ Graham
                                         Jackson 




	 	 	Name:	Graham Jackson
	 	 	Title:	Director 









 




    
[Signature Page to Indenture]


     


    

 








	 	PROBIÓTICA LABORATÓRIOS LTDA.










	 	 	 	 
	 	 	 	 
	 	By:	/s/ Marcelo
                                         Noll Barboza




	 	 	Name:	Marcelo Noll Barboza
	 	 	Title:	Officer









 


	 	By:	/s/ Waldir
                                         Allan Kardec Bonetti




	 	 	Name:	Waldir Allan Kardec Bonetti 




	 	 	Title:	Officer











 







    
[Signature Page to Indenture]


     


    

 





	 	TECHNOLAS PERFECT VISION, INC.







	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer 






 


 





	 	BAUSCH & LOMB PHARMA HOLDINGS CORP.




	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


 


 





	 	BAUSCH & LOMB CHINA, INC.







	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


 





 





	 	BAUSCH & LOMB SOUTH ASIA, INC.







	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


 


 





	 	BAUSCH & LOMB TECHNOLOGY CORPORATION










	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


 


 




    
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	 	RHC HOLDINGS, INC.













	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


 


 





	 	SIGHT SAVERS, INC.













	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


 


 





	 	


BAUSCH
& LOMB INTERNATIONAL, INC.













	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


 


 





	 	BAUSCH & LOMB REALTY CORPORATION










	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


 


 





	 	ISTA PHARMACEUTICALS, LLC













	 	By: Bausch & Lomb Pharma Holdings Corporation, its member



	 	



	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer


 


 





 


 




    
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	 	VRX HOLDCO, LLC










	 	By: Bausch & Lomb Incorporated, one of its members
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer





 




    
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	 	VALEANT CANADA GP LIMITED










	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 





	 	VALEANT CANADA S.E.C./VALEANT CANADA LP










	 	By: Valeant Canada GP Limited, its general partner 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 





	 	V-BAC HOLDING CORP.










	 	 	 	 
	 	 	 	 
	 	By:	/s/ Jeremy
                                         Lipshy 




	 	 	Name:	Jeremy Lipshy
	 	 	Title:	Vice President


 


 





	 	0938638 B.C. ULC










	 	 	 	 
	 	 	 	 
	 	By:	/s/ D.
                                         Alexander Matheson 




	 	 	Name:	D. Alexander Matheson
	 	 	Title:	Assistant Secretary 












 




    
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	 	MEDICIS PHARMACEUTICAL CORPORATION













	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga




	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer









 


 


	 	OCEANSIDE PHARMACEUTICALS, INC.













	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 





	 	


DR.
LEWINN’S PRIVATE FORMULA INTERNATIONAL, INC. 















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 





	 	PRINCETON PHARMA HOLDINGS, LLC













	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 





	 	PRIVATE FORMULA CORP.













	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 





	 	RENAUD SKIN CARE LABORATORIES, INC.













	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 




    
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	 	VALEANT BIOMEDICALS, INC.













	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer



 


 





	 	VALEANT PHARMACEUTICALS NORTH AMERICA LLC
















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 


	 	BIOVAIL AMERICAS CORP.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 





	 	


ORAPHARMA,
INC.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 





	 	ORAPHARMA TOPCO HOLDINGS, INC.
















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 





	 	PRESTWICK PHARMACEUTICALS, INC.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer



 






    
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	 	SALIX PHARMACEUTICALS, LTD.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer





 


 





	 	


SALIX
PHARMACEUTICALS, INC.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 





	 	OCEANA THERAPEUTICS, INC.
















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 





	 	


SANTARUS,
INC.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 





	 	


INKINE
PHARMACEUTICAL COMPANY, INC.
















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 



    
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COVELLA
PHARMACEUTICALS, INC.
















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 


 



    
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BIOVAIL
INTERNATIONAL S.à.r.l.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Frank
                                         Deconinck 




	 	 	Name:	Frank Deconinck
	 	 	Title:	Manager 






 


 





	 	


VALEANT
PHARMACEUTICALS LUXEMBOURG S.à.r.l.






















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Frank
                                         Deconinck 




	 	 	Name:	Frank Deconinck
	 	 	Title:	Manager 






 


 





	 	





VALEANT
INTERNATIONAL LUXEMBOURG S.à.r.l.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Frank
                                         Deconinck 




	 	 	Name:	Frank Deconinck
	 	 	Title:	Manager 






 


 





	 	


BAUSCH & LOMB LUXEMBOURG S.à.r.l.






















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Frank
                                         Deconinck 




	 	 	Name:	Frank Deconinck
	 	 	Title:	Manager 






 


 





	 	


VALEANT
FINANCE LUXEMBOURG S.à.r.l.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Frank
                                         Deconinck 




	 	 	Name:	Frank Deconinck
	 	 	Title:	Manager 






 


 





	 	


VALEANT
HOLDINGS LUXEMBOURG S.à.r.l.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Frank
                                         Deconinck 
	 	 	Name:	Frank
                                         Deconinck 
	 	 	Title:	Manager


 



    
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	 	LABORATOIRE CHAUVIN S.A.S.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	General Manager 






 


 





	 	BAUSCH & LOMB FRANCE S.A.S.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	General Manager 


 


 





	 	BCF S.A.S.
















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	General Manager 


 






    
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	 	VALEANT PHARMA HUNGARY LLC






















	 	 	 	 
	 	 	 	 
	 	By:	/s/ István
                                         Langer 




	 	 	Name:	István Langer
	 	 	Title:	Managing Director 






 


 





	 	VALEANT PHARMA HUNGARY LLC
















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Zoltán
                                         Gábor 




	 	 	Name:	Zoltán Gábor
	 	 	Title:	Finance Director 






 



    
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	 	VALEANT PHARMACEUTICALS IRELAND
















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Graham
                                         Jackson 




	 	 	Name:	Graham Jackson 




	 	 	Title:	Director









 





	 	


VALEANT
HOLDINGS IRELAND 





















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Graham
                                         Jackson 




	 	 	Name:	Graham Jackson 




	 	 	Title:	Director









 






    
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B.L.J.
COMPANY, LTD. 





















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Director 






 






    
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AB
SANITAS 





















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Karol
                                         Michalak 




	 	 	Name:	Karol Michalak
	 	 	Title:	General Manager 






 






    
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	 	UCYCLYD PHARMA, INC.
















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President andTreasurer


 






    
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	 	VALEANT EUROPE B.V.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ István
                                         Elek Langer







	 	 	Name:	István Elek Langer
	 	 	Title:	Attorney-in-fact 






 


 





	 	BAUSCH & LOMB OPS B.V.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Patrick
                                         Emanuel Petrus Jacobus Günther 




	 	 	Name:	Patrick Emanuel Petrus Jacobus Günther







	 	 	Title:	Attorney-in-fact 


 



    
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	 	PRZEDSIĘBIORSTWO FARMACEUTYCZNE JELFA S.A.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Waldemar
                                         Stępień 




	 	 	Name:	Waldemar Stępień
	 	 	Title:	President of the Management Board 






 


 


	 	By:	/s/ Ryszard
                                         Bukowski







	 	 	Name:	Ryszard Bukowski
	 	 	Title:	Member of the Management Board










 


 





	 	


VALEANT
SP.Z O. O.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Tadeusz
                                         Pietrasz 




	 	 	Name:	Tadeusz Pietrasz 
	 	 	Title:	Member of the Management Board 






 


 





	 	VP VALEANT
                    SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ SP.J.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Tadeusz
                                         Pietrasz







	 	 	Name:	Tadeusz Pietrasz
	 	 	Title:	Member of the Management Board of Valeant
                                  sp. z o.o. 






 


 





	 	VALEANT SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ
                    SP.J.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Tadeusz
    Pietrasz
	 	 	Name:	Tadeusz Pietrasz
	 	 	Title:	Member of the Management Board of Valeant
                                  sp. z o.o. 









 



    
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	 	PHARMASWISS D.O.O.



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Aljosa
                                         Tovornik 




	 	 	Name:	Aljosa Tovornik
	 	 	Title:	Director 






 


 



    
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	 	INOVA PHARMACEUTICALS PROPRIETARY LIMITED



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda A. LaGorga
	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Director 





 



    
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	 	PHARMASWISS SA



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Matthias
                                         Courvoisier 




	 	 	Name:	Matthias Courvoisier
	 	 	Title:	Director 






 





	 	BAUSCH & LOMB SWISS AG



















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Matthias
                                         Courvoisier 




	 	 	Name:	Matthias Courvoisier 
	 	 	Title:	Member of the Board of Directors 






 



    
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	 	Executed by Bausch
                    & Lomb U.K. LIMITED, acting by:






















	 	 
	 	 
	 	 
	 	/s/ Linda A. LaGorga



	 	Director



	 	 
	 	Name
                    of director: Linda A. LaGorga 





	 	in the presence of:



	 	 
	 	 
	 	/s/ Deborah Saltarella



	 	Name of witness: Deborah Saltarella



	 	 
	 	 
	 	 
	 	 	 	 
	 	 	 	 





 


 




    
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	 	BAUSCH & LOMB IOM S.P.A.






















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga







	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Director












 




    
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	SIGNED for and on behalf	)	 	 
	of VALEANT PHARMACEUTICALS NEW ZEALAND LIMITED 	)

        

        )

         
	/s/ Linda A.
    LaGorga	/s/ Joseph
    Basile
	 	 	Name:	Linda A. LaGorga	Name:	Joseph Basile
	 	 	Title:	Director	Title:	Director



 


 


 


 


 


 


 


 


 



    
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	 	INOVA PHARMACEUTICALS (SINGAPORE) PTE LIMITED






















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga







	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Director









 


 




    
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	 	BAUSCH & LOMB NORDIC AB






















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga







	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Director









 


 




    
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	 	VALEANT LLC






















	 	 	 	 
	 	 	 	 
	 	By:	/s/ John Connolly







	 	 	Name:	John Connolly
	 	 	Title:	General Director









 


 




    
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	 	DR. GERHARD MANN CHEM.-PHARM. FABRIK GESELLSCHAFT MIT
                    BESCHRÄNKTER HAFTUNG

























	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga










	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Managing Director












 





	 	CHAUVIN ANKERPHARM GMBH




























	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga










	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Managing Director












 





	 	


BAUSCH & LOMB GMBH 






























	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga










	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Managing Director












 





	 	


B
L E P HOLDING GMBH































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga










	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Managing Director












 





	 	TECHNOLAS PERFECT VISION GMBH




























	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga










	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Managing Director












 



    
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BAUSCH & LOMB MEXICO, S.A. DE C.V. 






























	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga










	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer


















 


 



    
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	 	VALEANT PHARMA

























	 	 	 	 
	 	 	 	 
	 	By:	/s/ Alexey
                                         Selsko










	 	 	Name:	Alexey Selsko
	 	 	Title:	General Director









 






    
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	 	BAUSCH & LOMB PHARMA SA

























	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga










	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Director









 






    
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HUMAX
PHARMACEUTICAL S.A.






















	 	 	 	 
	 	 	 	 
	 	By:	/s/ Luis
                                         Alejandro Méndez Madriz







	 	 	Name:	Luis Alejandro Méndez Madriz 




	 	 	Title:	Legal Representative












 






    
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PRECISION
DERMATOLOGY, INC.






























	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga







	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer












 





	 	


ECR
PHARMACEUTICALS CO., INC.

































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga







	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer












 





	 	


DENDREON
PHARMACEUTICALS, INC.

































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga







	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer












 


 



    
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SPROUT
PHARMACEUTICALS, INC.

































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga







	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President, Chief Financial
                                 Officer and Treasurer












 


 








	 	


SYNERGETICS
USA, INC.




































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga







	 	 	Name:	Linda A. LaGorga
	 	 	Title:	


Senior
Vice President, Chief Financial Officer and Treasurer




















 


 





	 	


UNILENS
VISION INC.




































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga







	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer












 


 





	 	


COMMONWEALTH
LABORATORIES, LLC




































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga







	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Senior Vice President and Treasurer












 


 





	 	





ALDEN
OPTICAL LABORATORIES, INC.

































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Linda
                                         A. LaGorga







	 	 	Name:	Linda A. LaGorga
	 	 	Title:	Treasurer












 


 








	 	KIKA LP

























	 	 	 	 
	 	 	 	 
	 	By:	/s/ Tadeusz
                                         Pietrasz







	 	 	Name:	Tadeusz Pietrasz
	 	 	Title:	Member of the Management Board of Valeant
                                 sp. z.o.o.









 






    
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VALEANT
DWC-LLC




































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Mohamed
                                         Ibrahim










	 	 	Name:	Mohamed Ibrahim
	 	 	Title:	FD












 


 





	 	







































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Nicolas
                                         Esmieu







	 	 	Name:	Nicolas Esmieu 




	 	 	Title:	GM















 






    
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THE
BANK OF NEW YORK MELLON, AS TRUSTEE




































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Catherine
                                         F. Donohue







	 	 	Name:	Catherine F. Donohue




	 	 	Title:	Vice President


















 






    
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THE
BANK OF NEW YORK MELLON, AS NOTES COLLATERAL AGENT







































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Catherine
                                         F. Donohue







	 	 	Name:	Catherine F. Donohue




	 	 	Title:	Authorized Signatory





















 


 






    
[Signature Page to Indenture]


     


    

 





	 	





THE
BANK OF NEW YORK MELLON, LONDON BRANCH, AS NOTES COLLATERAL AGENT







































	 	 	 	 
	 	 	 	 
	 	By:	/s/ J. Steven
                                         Broude










	 	 	Name:	J. Steven Broude




	 	 	Title:	Authorized Signatory





















 


 


 







    
[Signature Page to Indenture]


     


    


 


 





	 	





THE
BANK OF NEW YORK MELLON, SINGAPORE BRANCH, AS NOTES COLLATERAL AGENT







































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Tom Scollon







	 	 	Name:	Tom Scollon




	 	 	Title:	Authorized Signatory





















 


 



    
[Signature Page to Indenture]


     


    




 


 





	 	





BTA
INSTITUTIONAL SERVICES AUSTRALIA LIMITED, AS NOTES COLLATERAL AGENT







































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Andrea Ruver










	 	 	Name:	Andrea Ruver




	 	 	Title:	Vice President





















 






    
[Signature Page to Indenture]


     


    

 


 





	 	





BNY
MELLON CORPORATE TRUSTEE SERVICES LIMITED, AS NOTES COLLATERAL AGENT










































	 	 	 	 
	 	 	 	 
	 	By:	/s/ J. Steven
                                         Broude







	 	 	Name:	J. Steven Broude











	 	 	Title:	Attorney-in-Fact
























 






    
[Signature Page to Indenture]


     


    

 


 








	 	





LORD
SECURITIES CORPORATION, AS NOTES COLLATERAL AGENT










































	 	 	 	 
	 	 	 	 
	 	By:	/s/ Edward O’Connell










	 	 	Name:	Edward O’Connell




	 	 	Title:	Senior Vice President





















 






    
[Signature Page to Indenture]


     


    

 





EXHIBIT A-1


 


VALEANT
PHARMACEUTICALS INTERNATIONAL, INC.


 


6.50% SENIOR
SECURED NOTES DUE 2022


 


[FORM OF
FACE OF NOTE]


 


[UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT
IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]1


 


[THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER
THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT PRIOR TO THE FIRST ANNIVERSARY OF THE ORIGINAL
ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE
UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED
STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER- DEALER)
TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND. IN


 


 


 


 





 


 






 


1Include
only if the Note is a Global Note.


 




    Exh. A-1-1



     


    

CONNECTION WITH ANY TRANSFER
OF THIS NOTE WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS EITHER OF THEM MAY REASONABLY REQUIRE 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. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,”
“UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT.]2


 


[CANADIAN
RESALE LEGEND


 


UNLESS PERMITTED
UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN MUST NOT TRADE THIS NOTE OR THE BENEFICIAL
INTEREST HEREIN BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER MARCH 21, 2017.]3


 


[THIS NOTE
AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER
TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING
TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE SHALL BE DEEMED BY THE ACCEPTANCE OF THIS
NOTE TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.]4


 


 


 


 


 


 


 


 


 


 


 


 


 





 






2Include
only if the Note is a Restricted Note.




 


3
Include until no longer necessary under Canadian securities laws.




 


4Include
only if the Note is a Restricted Note.



 




    Exh. A-1-2



     


    

VALEANT PHARMACEUTICALS
INTERNATIONAL, INC.


 


CUSIP: 144A: 91911KAJ1, Reg.
S: C94143AJ0








	ISIN:  144A:  US91911KAJ16, Reg.
    S:  USC94143AJ01	No. [  ]







 


6.50% SENIOR
SECURED NOTES DUE 2022


 


Valeant Pharmaceuticals
International, Inc., a corporation continued under the British Columbia Business Corporations Act (the “Company,”
which term shall include any successor corporation under the Indenture referred to on the reverse hereof) promises to pay to ______________________________
or its registered assigns, the principal sum of ________________________ Dollars ($__________) on March 15, 2022 [or such greater
or lesser amount as is indicated on the Schedule of Exchanges of Notes on the other side of this Note]5 and to pay
interest thereon as provided on the other side of this Note.


 


Interest
Payment Dates: March 15 and September 15, beginning September 15, 2017.


 


Record Dates:
March 1 and September 1.


 


Additional
provisions of this Note are set forth on the other side of this Note.


 


 


 


 


 


 


 





 



 


5Include
only if the Note is a Global Note.


 




    Exh. A-1-3



     


    

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


 





	 	VALEANT PHARMACEUTICALS



















	 	INTERNATIONAL, INC.
	 	 	 	 
	 	 	 	 
	 	By:	
	 	 	Name:	
	 	 	Title:	 


 


 


 



 




    Exh. A-1-1



     


    

Trustee’s Certificate
of Authentication:

This is one of the Notes referred to in the within-


mentioned Indenture
for the 6.50% Senior Secured Notes due 2022.



THE BANK OF NEW YORK MELLON, as Trustee


 


 





	By:	  	 
	 	Authorized Signatory	 
	 	 	 
	Dated:  	 	 







 


 




    Exh. A-1-2



     


    

[FORM OF
REVERSE SIDE OF NOTE]



VALEANT PHARMACEUTICALS INTERNATIONAL, INC.


 


6.50% SENIOR
SECURED NOTES DUE 2022


 


		1.	INTEREST



 


The Company
shall pay interest on this Note semiannually in arrears on March 15 and September 15, each an “interest payment date,”
of each year, commencing on September 15, 2017, at the rate per annum specified in the title of this Note. Interest shall accrue
from and including March 21, 2017 or else the most recent interest payment date to which interest had been paid or duly provided
for to but excluding the date on which such interest is paid. Interest on this Note will be computed on the basis of a 360-day
year of twelve 30-day months.


 


The Company
shall, (in immediately available funds) to the fullest extent permitted by law, pay interest on overdue principal (including premium,
if any) and overdue installments of interest from the original due date to the date paid, at the rate applicable to this Note
plus 1% per annum, which interest shall be payable on demand.


 


The interest
so payable and punctually paid or duly provided for on any interest payment date will be paid to the Person in whose name this
Note is registered at the close of business on March 1 or September 1 preceding such interest payment date (the “Record
Date”) except as provided in the Indenture. Payment of the principal of (and premium, if any) and interest on this Note
will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts and as otherwise provided in the Indenture.


 


		2.	METHOD OF PAYMENT



 


[The Company
will make payments in respect of this Note (including principal, premium, if any, interest) by wire transfer of immediately available
funds to the accounts specified by the Holder.]1 [The Company will make all payments of principal, interest and premium,
if any, with respect to this Note by wire transfer of immediately available funds to the accounts specified by the Holders, in
the case of a Holder holding an aggregate principal amount of Notes of $1,000,000 or more, or, if no such account is specified
or in the case of a Holder holding an aggregate principal amount of Notes of less than $1,000,000, by mailing a check to each
such Holder’s registered address.]2 All payments shall be made in immediately available funds in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments
to any Holder holding an aggregate principal amount of Notes in excess of $1,000,000 shall be made by wire transfer in immediately
available funds to an account maintained by such Holder in the United States, if such Holder has provided wire transfer instructions
to the Company at least 10 Business Days prior to the payment date. Any wire transfer instructions received by the Trustee will
remain in effect until revoked by the Holder. Notwithstanding the foregoing, so long as this Note is registered in the name of
a Depositary or its nominee, all payments hereon shall be made by wire transfer of immediately available funds to the account
of the Depositary or its nominee.


 


		3.	PAYING AGENT AND
                                         REGISTRAR



 


Initially,
The Bank of New York Mellon (the “Trustee”) will act as Paying Agent and Registrar. The Company may change
any Paying Agent or Registrar without notice to the Holder. The Company or any of their Subsidiaries may, subject to certain limitations
set forth in the Indenture, act as Paying Agent or Registrar.


 


 


 



 





1Include
only if the Note is a Global Note.




 


2Include
only if the Note is a Definitive Note.



 


 



    Exh. A-1-3



     


    

 


 


 





		4.	INDENTURE, LIMITATIONS



 


This Note
is one of a duly authorized issue of Notes of the Company designated as its 6.50% Senior Secured Notes due 2022 (the “Notes”),
issued under an Indenture dated as of March 21, 2017 (together with any supplemental indentures thereto, the “Indenture”),
among the Company, the Note Guarantors and the Trustee. The terms of this Note include those stated in the Indenture. This Note
is subject to all such terms, and the Holder of this Note is referred to the Indenture and said Act for a statement of them. Capitalized
terms used and not defined herein have the meanings assigned to such terms in the Indenture.


 


The Company
shall be entitled to issue Additional Notes pursuant to Section 2.1(c) of the Indenture.


 


		5.	OPTIONAL REDEMPTION;
                                         PURCHASE OF NOTES AT OPTION OF HOLDER.



 


(a)       Optional
Redemption. The Notes are redeemable at the option of the Company at the prices, and upon the terms and conditions, set forth
in Section 3.7 of the Indenture.


 


(b)       Repurchase
at Option of Holder. If there is a Change of Control, the Company shall be required to make an offer (a “Change of
Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)
of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest thereon, if any, to, but excluding, the date of purchase (the “Change of Control Payment”). Within
30 days following any Change of Control, the Company shall transmit a notice to each Holder setting forth the procedures governing
the Change of Control Offer as required by the Indenture.


 


If after
the Company or a Restricted Subsidiary consummates any Asset Sale, the Company may be required to purchase Notes, as further specified
in the Indenture.


 


(d)        Notice
of Redemption. Notice of redemption will be given at least 30 days but not more than 60 days before the redemption date to
each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed
in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption
date, subject to satisfaction of any conditions precedent, interest ceases to accrue on Notes or portions thereof called for redemption.


 


		6.	DENOMINATIONS,
                                         TRANSFER, EXCHANGE, CANCELLATION



 


The Notes
are in registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder
may register the transfer of or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay any taxes or other governmental charges that may
be imposed in relation thereto by law or permitted by the Indenture.


 


All Notes
surrendered for payment, registration of transfer or exchange or conversion will, if surrendered to the Company or any of its
other Agents with respect to the Notes, be delivered to the Trustee. The Trustee will promptly cancel all Notes delivered to it.
No Notes will be authenticated in exchange for any Notes cancelled, except as provided in the Indenture.


 


		7.	PERSONS DEEMED
                                         OWNERS



 


The Holder
of a Note may be treated as the owner of it for all purposes.


 


		8.	GUARANTEES, COLLATERAL



 


This Note
is guaranteed, as set forth in the Indenture, and is secured by Liens on certain Collateral as specified in the Indenture and
the Collateral Documents.



    Exh. A-1-4



     


    




 


		9.	UNCLAIMED MONEY



 


If money
for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay the money back
to the Company at its written request, subject to applicable unclaimed property law. After that, Holders entitled to money must
look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.


 


		10.	AMENDMENT, SUPPLEMENT
                                         AND WAIVER



 


Subject to
certain exceptions, the Indenture (with respect to the Notes) 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 Notes then outstanding, and an existing default or Event
of Default and its consequence or compliance with any provision of the Indenture or the Notes may be waived in a particular instance
with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding. Without the consent
of or notice to any Holder, the Company and the Trustee may amend or supplement the Indenture (with respect to the Notes) or the
Notes to, among other things, cure any ambiguity, defect or inconsistency or make any other change that does not adversely affect
the rights of any Holder.


 


In addition,
except as set forth under Article 10, without the consent of Holders of at least 66 2/3% in principal amount of the Notes then
outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes), no amendment or supplement may release the Note Guarantees and the Collateral.


 


		11.	SUCCESSOR ENTITY



 


When a successor
corporation assumes all the obligations of its predecessor under the Notes and the Indenture in accordance with the terms and
conditions of the Indenture, the predecessor corporation (except in certain circumstances specified in the Indenture) shall be
released from those obligations.


 


		12.	DEFAULTS AND
                                         REMEDIES



 


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 Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company
occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except
as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes.
Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee
in its exercise of remedies.


 


		13.	TRUSTEE DEALINGS
                                         WITH THE COMPANY



 


The Bank
of New York Mellon, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits
from and perform services for the Company or an Affiliate of the Company and may otherwise deal with the Company or an Affiliate
of the Company as if it were not the Trustee.


 


		14.	NO RECOURSE AGAINST
                                         OTHERS



 


A director,
officer, employee or shareowner, as such, of the Company or any Note Guarantor shall not have any liability for any obligations
of the Company or any Note Guarantor under the Notes or the Indenture nor for any claim based on, in respect of or by reason of
such obligations or their creation. The Holder of this Note by accepting this Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of this Note.


 



    Exh. A-1-5



     


    




		15.	AUTHENTICATION



 


This Note
shall not be valid until the Trustee or an authenticating agent manually signs the certificate of authentication on the other
side of this Note.


 


		16.	ABBREVIATIONS
                                         AND DEFINITIONS



 


Customary
abbreviations may be used in the name of the 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 UGMA
(= Uniform Gifts to Minors Act).


 


		17.	INDENTURE TO
                                         CONTROL; GOVERNING LAW



 


In the case
of any conflict between the provisions of this Note and the Indenture, the provisions of the Indenture shall control. This Note
shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts
of law.


 


The Company
will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: Valeant
Pharmaceuticals International, Inc., 400 Somerset Corporate Boulevard, Bridgewater, New Jersey 08807, Telephone: (905) 286-3000,
Attention: Investor Relations.


 


 


 


 




    Exh. A-1-6



     


    

ASSIGNMENT
FORM


 


To assign
this Note, fill in the form below:


 


I or we assign
and transfer this Note to


 


 






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


 


 





 



 


 





 



 


 





 






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


 


and irrevocably appoint


 


 


 






 


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


 





		 	 	Your Signature:
	 	 	 	 
	Date:	 	 	 
		 	 	(Sign exactly as your name appears on the other side of this Note)
	*Signature guaranteed by:	 
	 	 	 
	 	 	 
	By:	 	 	 







 


		*	The signature must
                                         be guaranteed by an institution which is a member of one of the following recognized
                                         signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP);
                                         (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion
                                         Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.



 




    Exh. A-1-7



     


    

OPTION TO
ELECT PURCHASE


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 3.8 or Section 4.14 of the Indenture, check the appropriate box below:


 





	 	 ☐	Section 3.8	 ☐	Section 4.14







 


If you want to elect to have
only part of the Note purchased by the Company pursuant to Section 3.8 or Section 4.14 of the Indenture, state the amount you
elect to have purchased:


 





	$	 	 




 


	Date:		 



 





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







 


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


 




    Exh. A-1-8



     


    

SCHEDULE
OF EXCHANGES OF NOTES3


 


The following
exchanges, repurchases or conversions of a part of this global Note have been made:


 


	PRINCIPAL
        AMOUNT

        OF THIS GLOBAL

        NOTE FOLLOWING

        SUCH DECREASE DATE

        OF EXCHANGE

        (OR INCREASE)
	AUTHORIZED

        SIGNATORY OF

        NOTES

        CUSTODIAN
	AMOUNT
        OF DECREASE

        IN PRINCIPAL AMOUNT

        OF THIS GLOBAL

        NOTE
	AMOUNT
        OF INCREASE

        IN PRINCIPAL AMOUNT

        OF THIS GLOBAL

        NOTE




 


 


 


 


 


 


 


 


 


 


 


 


 


 






 


 


3This schedule should be included only
if the Note is a Global Note.


 



    Exh. A-1-9



     


    

CERTIFICATE
TO BE DELIVERED UPON EXCHANGE OR REGISTRATION

OF TRANSFER OF RESTRICTED SECURITIES4


 


Re:6.50% Senior Secured Notes
due 2022 (the “Notes”) of Valeant Pharmaceuticals International, Inc. (the “Company”).


 


This certificate relates
to $___________________ principal amount of Notes owned in (check applicable box)


 


☐ book-entry
or ☐ definitive form by____________________ (the “Transferor”).


 


The Transferor
has requested a Registrar or the Trustee to exchange or register the transfer of such Notes.


 


In connection
with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Notes as provided in of the Indenture dated as of March 21, 2017 among Valeant Pharmaceuticals
International, Inc., the Note Guarantors party and thereto The Bank of New York Mellon, as trustee (the “Indenture”),
and the transfer of such Note is in accordance with any applicable securities laws of any state and is being made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check
applicable box) or the transfer or exchange, as the case may be, of such Note does not require registration under the Securities
Act because (check applicable box):


 


		☐	Such Note is being transferred
                                         pursuant to an effective registration statement under the Securities Act.



 


		☐	Such Note is being acquired
                                         for the Transferor’s own account, without transfer.



 


		☐	Such Note is being transferred
                                         to the Company or a Subsidiary (as defined in the Indenture) of the Company.



 


		☐	Such Note is being transferred
                                         to a person the Transferor reasonably believes is a “qualified institutional buyer”
                                         (as defined in Rule 144A or any successor provision thereto (“Rule 144A”)
                                         under the Securities Act) that is purchasing for its own account or for the account of
                                         a “qualified institutional buyer,” in each case to whom notice has been given
                                         that the transfer is being made in reliance on such Rule 144A, and in each case in reliance
                                         on Rule 144A.



 


		☐	Such Note is being transferred
                                         pursuant to and in compliance with an exemption from the registration requirements under
                                         the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule
                                         144”) under the Securities Act.



 


		☐	Such Note is being transferred
                                         to a Non-U.S. Person in an offshore transaction in compliance with Rule 904 of Regulation
                                         S under the Securities Act (or any successor thereto).



 


		☐	Such Note is being transferred
                                         to an institutional “accredited investor” (as defined in Rule 501(a)(1),
                                         (2), (3) or (7) of the Securities Act) that has provided a letter addressed to the Company,
                                         in the form of Exhibit C attached to the Indenture, containing certain representations
                                         and agreements.



 


 





	Date:	 	 	 
	 	 	 	(Insert Name of Transferor)







 


 


 


 


 



 





4This
certificate should be included only if this Note is a Restricted Note.







    Exh. A-1-10



     


    

EXHIBIT A-2

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.


 


7.00% SENIOR
SECURED NOTES DUE 2024


 


[FORM OF
FACE OF NOTE]


 


[UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT
IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]1


 


[THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH
BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER
THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT PRIOR TO THE FIRST ANNIVERSARY OF THE ORIGINAL
ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE
UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED
STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER- DEALER)
TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS
NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE


 


 


 


 


 


 





 





 







 







 







 


 






 


1Include
only if the Note is a Global Note.




 


 


 











    Exh. A-2-1



     


    

HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY
REQUIRE 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. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES”
AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]2


 


[CANADIAN
RESALE LEGEND


 


UNLESS PERMITTED
UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN MUST NOT TRADE THIS NOTE OR THE BENEFICIAL
INTEREST HEREIN BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER MARCH 21, 2017.]3


 


[THIS NOTE
AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER
TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING
TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE SHALL BE DEEMED BY THE ACCEPTANCE OF THIS
NOTE TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.]4


 


 


 


 


 


 


 


 





 






 


2Include
only if the Note is a Restricted Note.




 


3
TBC. Include until no longer necessary under Canadian securities laws.


 









4Include
only if the Note is a Restricted Note.


 




    Exh. A-2-2



     


    

VALEANT PHARMACEUTICALS
INTERNATIONAL, INC.


 


CUSIP: 144A: 91911KAK8, Reg.
S: C94143AK7











	ISIN:  144A:  US91911KAK88, Reg.
    S:  USC94143AK73	No. [  ]







 







 


7.00% SENIOR
SECURED NOTES DUE 2024


 


Valeant Pharmaceuticals
International, Inc., a corporation continued under the British Columbia Business Corporations Act (the “Company,”
which term shall include any successor corporation under the Indenture referred to on the reverse hereof) promises to pay to ______________________________
or its registered assigns, the principal sum of ________________________ Dollars ($__________) on March 15, 2024 [or such greater
or lesser amount as is indicated on the Schedule of Exchanges of Notes on the other side of this Note]5 and to pay
interest thereon as provided on the other side of this Note.


 


Interest
Payment Dates: March 15 and September 15, beginning September 15, 2017.


 


Record Dates:
March 1 and September 1.


 


Additional
provisions of this Note are set forth on the other side of this Note.


 


 


 


 


 


 


 


 


 


 





 



 


5Include
only if the Note is a Global Note.


 


 


 




    Exh. A-2-3



     


    

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


 


 





	 	VALEANT PHARMACEUTICALS



















	 	INTERNATIONAL, INC.
	 	 	 	 
	 	 	 	 
	 	By:	
	 	 	Name:	
	 	 	Title:	 


 


 


 




    Exh. A-2-1



     


    

Trustee’s Certificate
of Authentication:

This is one of the Notes referred to in the within-


mentioned Indenture
for the 7.00% Senior Secured Notes due 2024.



THE BANK OF NEW YORK MELLON, as Trustee


 


 








	By:	  	 
	 	Authorized Signatory	 
	 	 	 
	Dated:  	 	 







 


 




    Exh. A-2-2



     


    

[FORM OF
REVERSE SIDE OF NOTE]



VALEANT PHARMACEUTICALS INTERNATIONAL, INC.



7.00% SENIOR SECURED NOTES DUE 2024


 


		1.	INTEREST



 


The Company
shall pay interest on this Note semiannually in arrears on March 15 and September 15, each an “interest payment date,”
of each year, commencing on September 15, 2017, at the rate per annum specified in the title of this Note. Interest shall accrue
from and including March 21, 2017 or else the most recent interest payment date to which interest had been paid or duly provided
for to but excluding the date on which such interest is paid. Interest on this Note will be computed on the basis of a 360-day
year of twelve 30-day months.


 


The Company
shall, (in immediately available funds) to the fullest extent permitted by law, pay interest on overdue principal (including premium,
if any) and overdue installments of interest from the original due date to the date paid, at the rate applicable to this Note
plus 1% per annum, which interest shall be payable on demand.


 


The interest
so payable and punctually paid or duly provided for on any interest payment date will be paid to the Person in whose name this
Note is registered at the close of business on March 1 or September 1 preceding such interest payment date (the “Record
Date”) except as provided in the Indenture. Payment of the principal of (and premium, if any) and interest on this Note
will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts and as otherwise provided in the Indenture.


 


		2.	METHOD OF PAYMENT



 


[The Company
will make payments in respect of this Note (including principal, premium, if any, interest) by wire transfer of immediately available
funds to the accounts specified by the Holder.]1 [The Company will make all payments of principal, interest and premium,
if any, with respect to this Note by wire transfer of immediately available funds to the accounts specified by the Holders, in
the case of a Holder holding an aggregate principal amount of Notes of $1,000,000 or more, or, if no such account is specified
or in the case of a Holder holding an aggregate principal amount of Notes of less than $1,000,000, by mailing a check to each
such Holder’s registered address.]2 All payments shall be made in immediately available funds in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments
to any Holder holding an aggregate principal amount of Notes in excess of $1,000,000 shall be made by wire transfer in immediately
available funds to an account maintained by such Holder in the United States, if such Holder has provided wire transfer instructions
to the Company at least 10 Business Days prior to the payment date. Any wire transfer instructions received by the Trustee will
remain in effect until revoked by the Holder. Notwithstanding the foregoing, so long as this Note is registered in the name of
a Depositary or its nominee, all payments hereon shall be made by wire transfer of immediately available funds to the account
of the Depositary or its nominee.


 


		3.	PAYING AGENT AND
                                         REGISTRAR



 


Initially,
The Bank of New York Mellon (the “Trustee”) will act as Paying Agent and Registrar. The Company may change
any Paying Agent or Registrar without notice to the Holder. The Company or any of their Subsidiaries may, subject to certain limitations
set forth in the Indenture, act as Paying Agent or Registrar.


 


 


 


 


 





 











 


1Include
only if the Note is a Global Note.




 


2Include
only if the Note is a Definitive Note.



 


 






    Exh. A-2-3



     


    

 





		4.	INDENTURE, LIMITATIONS



 


This Note
is one of a duly authorized issue of Notes of the Company designated as its 7.00% Senior Secured Notes due 2024 (the “Notes”),
issued under an Indenture dated as of March 21, 2017 (together with any supplemental indentures thereto, the “Indenture”),
among the Company, the Note Guarantors and the Trustee. The terms of this Note include those stated in the Indenture. This Note
is subject to all such terms, and the Holder of this Note is referred to the Indenture and said Act for a statement of them. Capitalized
terms used and not defined herein have the meanings assigned to such terms in the Indenture.


 


The Company
shall be entitled to issue Additional Notes pursuant to Section 2.1(c) of the Indenture.


 


		5.	OPTIONAL REDEMPTION;
                                         PURCHASE OF NOTES AT OPTION OF HOLDER.



 


(a)       Optional
Redemption. The Notes are redeemable at the option of the Company at the prices, and upon the terms and conditions, set forth
in Section 3.7 of the Indenture.


 


(b)       Repurchase
at Option of Holder. If there is a Change of Control, the Company shall be required to make an offer (a “Change of
Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof)
of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest thereon, if any, to, but excluding, the date of purchase (the “Change of Control Payment”). Within
30 days following any Change of Control, the Company shall transmit a notice to each Holder setting forth the procedures governing
the Change of Control Offer as required by the Indenture.


 


If after
the Company or a Restricted Subsidiary consummates any Asset Sale, the Company may be required to offer to purchase the Notes
as further specified in the Indenture.


 


(d)        Notice
of Redemption. Notice of redemption will be given at least 30 days but not more than 60 days before the redemption date to
each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed
in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption
date, subject to satisfaction of any conditions precedent, interest ceases to accrue on Notes or portions thereof called for redemption.


 


		6.	DENOMINATIONS,
                                         TRANSFER, EXCHANGE, CANCELLATION



 


The Notes
are in registered form, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder
may register the transfer of or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay any taxes or other governmental charges that may
be imposed in relation thereto by law or permitted by the Indenture.


 


All Notes
surrendered for payment, registration of transfer or exchange or conversion will, if surrendered to the Company or any of its
other Agents with respect to the Notes, be delivered to the Trustee. The Trustee will promptly cancel all Notes delivered to it.
No Notes will be authenticated in exchange for any Notes cancelled, except as provided in the Indenture.


 


		7.	PERSONS DEEMED
                                         OWNERS



 


The Holder
of a Note may be treated as the owner of it for all purposes.


 


		8.	GUARANTEES, COLLATERAL



 


This Note
is guaranteed, as set forth in the Indenture, and is secured by Liens on certain Collateral as specified in the Indenture and
the Collateral Documents.


 



    Exh. A-2-4



     


    




		9.	UNCLAIMED MONEY



 


If money
for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent will pay the money back
to the Company at its written request, subject to applicable unclaimed property law. After that, Holders entitled to money must
look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.


 


		10.	AMENDMENT, SUPPLEMENT
                                         AND WAIVER



 


Subject to
certain exceptions, the Indenture (with respect to the Notes) 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 Notes then outstanding, and an existing default or Event
of Default and its consequence or compliance with any provision of the Indenture or the Notes may be waived in a particular instance
with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding. Without the consent
of or notice to any Holder, the Company and the Trustee may amend or supplement the Indenture (with respect to the Notes) or the
Notes to, among other things, cure any ambiguity, defect or inconsistency or make any other change that does not adversely affect
the rights of any Holder.


 


In addition,
except as set forth under Article 10, without the consent of Holders of at least 66 2/3% in principal amount of the Notes then
outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes), no amendment or supplement may release the Note Guarantees and the Collateral.


 


		11.	SUCCESSOR ENTITY



 


When a successor
corporation assumes all the obligations of its predecessor under the Notes and the Indenture in accordance with the terms and
conditions of the Indenture, the predecessor corporation (except in certain circumstances specified in the Indenture) shall be
released from those obligations.


 


		12.	DEFAULTS AND
                                         REMEDIES



 


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 Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company
occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except
as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes.
Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee
in its exercise of remedies.


 


		13.	TRUSTEE DEALINGS
                                         WITH THE COMPANY



 


The Bank
of New York Mellon, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits
from and perform services for the Company or an Affiliate of the Company and may otherwise deal with the Company or an Affiliate
of the Company as if it were not the Trustee.


 


		14.	NO RECOURSE AGAINST
                                         OTHERS



 


A director,
officer, employee or shareowner, as such, of the Company or any Note Guarantor shall not have any liability for any obligations
of the Company or any Note Guarantor under the Notes or the Indenture nor for any claim based on, in respect of or by reason of
such obligations or their creation. The Holder of this Note by accepting this Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of this Note.


 



    Exh. A-2-5



     


    




		15.	AUTHENTICATION



 


This Note
shall not be valid until the Trustee or an authenticating agent manually signs the certificate of authentication on the other
side of this Note.


 


		16.	ABBREVIATIONS
                                         AND DEFINITIONS



 


Customary
abbreviations may be used in the name of the 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 UGMA
(= Uniform Gifts to Minors Act).


 


		17.	INDENTURE TO
                                         CONTROL; GOVERNING LAW



 


In the case
of any conflict between the provisions of this Note and the Indenture, the provisions of the Indenture shall control. This Note
shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts
of law.


 


The Company
will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: Valeant
Pharmaceuticals International, Inc., 400 Somerset Corporate Boulevard, Bridgewater, New Jersey 08807, Telephone: (905) 286-3000,
Attention: Investor Relations.


 


 


 


 


 


 




    Exh. A-2-6



     


    

ASSIGNMENT
FORM


  


To assign
this Note, fill in the form below:


 


I or we assign
and transfer this Note to


 


 






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


 


 





 



 


 





 



 


 





 






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


 


and irrevocably appoint


 


 


 






 


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


 





		 	 	Your Signature:
	 	 	 	 
	Date:	 	 	 
		 	 	(Sign exactly as your name appears on the other side of this Note)
	*Signature guaranteed by:	 
	 	 	 
	 	 	 
	By:	 	 	 







 


		*	The signature
                                         must be guaranteed by an institution which is a member of one of the following recognized
                                         signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP);
                                         (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion
                                         Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.



 




    Exh. A-2-7



     


    

OPTION TO
ELECT PURCHASE


 





If you want to elect to have
this Note purchased by the Company pursuant to Section 3.8 or Section 4.14 of the Indenture, check the appropriate box below:


 





	 	 ☐	Section 3.8	 ☐	Section 4.14







 


If you want to elect to have
only part of the Note purchased by the Company pursuant to Section 3.8 or Section 4.14 of the Indenture, state the amount you
elect to have purchased:


 





	$	 	 




 


	Date:		 



 





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










 


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



 




    Exh. A-2-8



     


    

SCHEDULE
OF EXCHANGES OF NOTES3


 


The following
exchanges, repurchases or conversions of a part of this global Note have been made:


 


	PRINCIPAL
        AMOUNT

        OF THIS GLOBAL

        NOTE FOLLOWING

        SUCH DECREASE DATE

        OF EXCHANGE

        (OR INCREASE)
	AUTHORIZED

        SIGNATORY OF

        NOTES

        CUSTODIAN
	AMOUNT
        OF DECREASE

        IN PRINCIPAL AMOUNT

        OF THIS GLOBAL

        NOTE
	AMOUNT
        OF INCREASE

        IN PRINCIPAL AMOUNT

        OF THIS GLOBAL

        NOTE

	 	 	 	 



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






 


3This schedule should be included only
if the Note is a Global Note.


  



    Exh. A-2-9



     


    

CERTIFICATE
TO BE DELIVERED UPON EXCHANGE OR REGISTRATION

OF TRANSFER OF RESTRICTED SECURITIES4


 


Re:7.00% Senior Secured Notes
due 2024 (the “Notes”) of Valeant Pharmaceuticals International, Inc. (the “Company”).


 


This certificate relates
to $___________________ principal amount of Notes owned in (check applicable box)


 


☐ book-entry
or ☐ definitive form by____________________ (the “Transferor”).


 


The Transferor
has requested a Registrar or the Trustee to exchange or register the transfer of such Notes.


 


In connection
with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with transfer
restrictions relating to the Notes as provided in Section 2.12 of the Indenture dated as of March 21, 2017 among Valeant Pharmaceuticals
International, Inc., the Note Guarantors party thereto and The Bank of New York Mellon Trust, as the Trustee, (the “Indenture”),
and the transfer of such Note is in accordance with any applicable securities laws of any state and is being made pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check
applicable box) or the transfer or exchange, as the case may be, of such Note does not require registration under the Securities
Act because (check applicable box):


 


		☐	Such Note is being transferred
                                         pursuant to an effective registration statement under the Securities Act.



 


		☐	Such Note is being acquired
                                         for the Transferor’s own account, without transfer.



 


		☐	Such Note is being transferred
                                         to the Company or a Subsidiary (as defined in the Indenture) of the Company.



 


		☐	Such Note is being transferred
                                         to a person the Transferor reasonably believes is a “qualified institutional buyer”
                                         (as defined in Rule 144A or any successor provision thereto (“Rule 144A”)
                                         under the Securities Act) that is purchasing for its own account or for the account of
                                         a “qualified institutional buyer,” in each case to whom notice has been given
                                         that the transfer is being made in reliance on such Rule 144A, and in each case in reliance
                                         on Rule 144A.



 


		☐	Such Note is being transferred
                                         pursuant to and in compliance with an exemption from the registration requirements under
                                         the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule
                                         144”) under the Securities Act.



 


		☐	Such Note is being transferred
                                         to a Non-U.S. Person in an offshore transaction in compliance with Rule 904 of Regulation
                                         S under the Securities Act (or any successor thereto).



 


		☐	Such Note is being transferred
                                         to an institutional “accredited investor” (as defined in Rule 501(a)(1),
                                         (2), (3) or (7) of the Securities Act) that has provided a letter addressed to the Company,
                                         in the form of Exhibit C attached to the Indenture, containing certain representations
                                         and agreements.



 


 





	Date:	 	 	 
	 	 	 	(Insert Name of Transferor)



 


 


 



 


4This certificate should be included only
if this Note is a Restricted Note.


 





    Exh. A-2-10



     


    




 


EXHIBIT B


 


FORM OF GUARANTEE


 


[Name of
Note Guarantor] and its successors under the Indenture, jointly and severally with any other Note Guarantors, hereby irrevocably
and unconditionally (i) guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Notes,
whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal
of and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of
Valeant Pharmaceuticals International, Inc. (the “Company”) to the Holders or the Trustee, all in accordance
with the terms set forth in Article 10 of the Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, guarantee that the same will be promptly paid in full when due or performed in accordance
with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein
have the meanings assigned to them in the Indenture unless otherwise indicated.


 


No stockholder,
officer, director or incorporator, as such, past, present or future, of [name of Note Guarantor] shall have any personal liability
under this Note Guarantee by reason of his, her or its status as such stockholder, officer, director or incorporator. This Note
Guarantee shall be binding upon [name of Note Guarantor] and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions hereof.


 


This Note
Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this
Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized
officers.


 


THE TERMS
OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.


 


This Note
Guarantee shall be governed by and construed in accordance with the laws of the State of New York.


 








	 	



















	 	[NAME OF NOTE GUARANTOR]
	 	 	 	 
	 	 	 	 
	 	By:	
	 	 	Name:	
	 	 	Title:	 


 


 


 




    B-1



     


    

EXHIBIT C


 


FORM OF CERTIFICATE
FROM ACQUIRING

INSTITUTIONAL ACCREDITED INVESTOR1


 


Valeant Pharmaceuticals International,
Inc.


 


400 Somerset Corporate Boulevard

Bridgewater, NJ 08807

Attention: General Counsel

Facsimile No.: (949) 461-6609


 





	 	Re:	☐	6.50% SENIOR SECURED NOTES DUE 2022
	 	 	☐	7.00% SENIOR SECURED NOTES DUE 2024










 


Dear Sirs:


 


Reference
is hereby made to the Indenture, dated as of March 21, 2017 (the “Indenture”), among Valeant Pharmaceuticals
International, Inc., as issuer (the “Company”), the Note Guarantors party thereto, The Bank of New York Mellon,
N.A., as the Trustee and Notes Collateral Agent and (or) Securities Corporation, as Notes Collateral Agent. Capitalized terms
used but not defined herein shall have the meanings given to them in the Indenture.


 


In connection
with our proposed purchase of [$___________________ aggregate principal amount of 6.50% Senior Secured Notes due 2022] [$___________________
aggregate principal amount of 7.00% Senior Secured Notes due 2024 (the “Notes”), we confirm that:


 


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


 


2.       We
understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any
interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on
behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any of its subsidiaries, (B) in accordance with Rule 144A under the Securities Act to
a “qualified institutional buyer” (as defined therein), (C) inside the United States to an institutional “accredited
investor” (as defined below) purchasing for its own account or for the account of another institutional accredited investor
that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed
letter substantially in the form of this letter, (D) pursuant to the provisions of Rule 144 under the Securities Act (if available),
(E) in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of
counsel acceptable to the Company) or (F) pursuant to an effective registration statement under the Securities Act, and we further
agree to provide to any person purchasing the Notes from us in a transaction meeting the requirements of clauses (A) through (F)
of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.


 


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


 


4.       We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act) and have such knowledge and experience in financial and business matters as to


 





 



 


1NTD:
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    C-1



     


    

be capable of evaluating the
merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.


 


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


 


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


 


Dated:


 





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


 


 




    C-2



     


    

EXHIBIT D


 


FORM OF CANADIAN
NOTE GUARANTEE1


 





	 	Re:	☐	6.50% SENIOR SECURED NOTES DUE 2022
	 	 	☐	7.00% SENIOR SECURED NOTES DUE 2024


 





THIS CANADIAN
NOTE GUARANTEE (as amended, restated, modified, renewed or extended from time to time, and including, for the avoidance of any
doubt, the preamble and recitals hereto, this “Canadian Note Guarantee”), is executed and delivered as of l
by l (“Guarantor”) in favour of The Bank of New York Mellon,
as the Trustee, Registrar and Paying Agent, for the benefit of each Holder (together with the Trustee, collectively, the “Beneficiaries”).


 


RECITALS:


 


		A.	Reference is made to that Indenture
                                         dated as of March 21, 2017 among Valeant Pharmaceuticals International, Inc., a Canadian
                                         corporation (the “Company”), the Trustee and Notes Collateral Agents
                                         (as amended, supplemented, restated, extended, renewed, or replaced from time to time,
                                         the “Indenture”).



 


		B.	Guarantor
                                         is an Affiliate of the Company, and, as such, will
                                         benefit by virtue of the financial accommodations extended to the Company pursuant to
                                         the Indenture.



 


THEREFORE, Guarantor agrees
as follows:


 


Section
1.



Definitions and Principles of Interpretation


 


1.1.       Definitions.


 


All capitalized
terms used and not defined elsewhere in this Canadian Note Guarantee, and all capitalized terms used and not defined in the provisions
incorporated by reference into this Canadian Note Guarantee, shall have the meanings ascribed to them in the Indenture (such meanings
to be determined as if such terms were to be interpreted in accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable in the Province of Ontario) and shall be incorporated by reference into this Canadian Note Guarantee,
and the following words and terms have the meanings set out below:


 


“Guaranteed
Obligations” has the meaning given to it in Section 2.1(a).


 


“Indenture”
has the meaning given to it in the recitals to this Canadian Note Guarantee.


 


“Insolvency
Proceeding” means (a) any proceeding by or against any Person seeking to adjudicate it a bankrupt or insolvent, or seeking
dissolution, liquidation, winding-up, reorganization, administration, arrangement, adjustment, protection, relief, rescheduling
or composition of it or its debts under any Bankruptcy Law, or seeking the entry of an order for relief or the appointment of
a monitor, receiver, interim receiver, administrative receiver, administrator, receiver-manager, manager, examiner, trustee, custodian,
liquidator, sequestrator, agent or other similar official for any such Person or for any substantial part of its property under
any provision of any Bankruptcy Law, or (b) the appointment of a monitor, receiver, interim receiver, administrative receiver,
administrator, receiver-manager, manager, examiner, trustee, liquidator, custodian, sequestrator, agent or similar official for
such Person or a substantial part of its assets shall occur under any Bankruptcy Law.


 


 





 



1NTD:
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    Schedule A-1



     


    

 


1.2.       Certain
Rules of Interpretation.


 


In this Canadian Note Guarantee:


 


		(a)	Governing Law – This
                                         Canadian Note Guarantee (including terms incorporated by reference to the Indenture)
                                         is a contract made under and shall be governed by and construed in accordance with the
                                         laws of the Province of Ontario and the federal laws of Canada applicable in the Province
                                         of Ontario.



 


		(b)	Headings – Headings
                                         of Articles and Sections are inserted for convenience of reference only and shall not
                                         affect the construction or interpretation of this Canadian Note Guarantee.



 


		(c)	Including – Where the
                                         word “including” or “includes” is used in this Canadian Note
                                         Guarantee, it means “including (or includes) without limitation.”



 


		(d)	No Strict Construction –
                                         The language used in this Canadian Note Guarantee is the language chosen by the parties
                                         to express their mutual intent, and no rule of strict construction shall be applied against
                                         any party.



 


		(e)	Number and Gender –
                                         Unless the context otherwise requires, words importing the singular include the plural
                                         and vice versa and words importing gender include all genders.



 


		(f)	Statutory references –
                                         A reference to a statute includes all regulations made pursuant to such statute and,
                                         unless otherwise specified, the provisions of any statute or regulation which amends,
                                         revises, restates, supplements or supersedes any such statute or any such regulation.



 


		(g)	Time – Time is of the
                                         essence in the performance of Guarantor’s obligations under this Canadian Note
                                         Guarantee.



 


Section
2.



GUARANTEE


 


2.1.       Guarantee
of the Obligations.


 


		(a)	Guarantor hereby unconditionally
                                         Guarantees to each Holder of a Note authenticated and delivered by the Trustee and to
                                         the Trustee and its successors and assigns, irrespective of the validity and enforceability
                                         of the Indenture, the Notes or the obligations of the Company thereunder that: (i) the
                                         due and punctual payment of principal, premium and interest on the Notes shall be promptly
                                         paid in full when due, whether at maturity, by acceleration, redemption or otherwise,
                                         (ii) the due and punctual payment of interest on the overdue principal of and interest
                                         on the Notes, if any, if lawful, and all other obligations of the Company to the Holders
                                         or the Trustee under the Indenture or any Note shall be promptly paid in full or performed,
                                         all in accordance with the terms thereof, and (iii) in case of any extension of time
                                         of payment or renewal of any Notes or any of such other obligations, that same shall
                                         be promptly paid in full when due or performed in accordance with the terms of the extension
                                         or renewal, whether at stated maturity, by acceleration pursuant to Section 6.2 of the
                                         Indenture or otherwise (collectively, the “Guaranteed Obligations”).
                                         Guarantor agrees that this Canadian Note Guarantee is a guarantee of payment and not
                                         a guarantee of collection. Failing payment when due of any Guaranteed Obligations for
                                         whatever reason, Guarantor shall be obligated to pay the same immediately.



 


		(b)	Guarantor hereby agrees that its
                                         obligations with regard to its Canadian Note Guarantee shall be unconditional, irrespective
                                         of the validity or enforceability of the Notes or the obligations of the Company under
                                         the Indenture, the absence of any action to enforce the same, the recovery of any judgment
                                         against the Company or any other obligor with respect to the Indenture, the Notes or
                                         the obligations of the Company under the Indenture or the Notes, any action to enforce
                                         the same or any other circumstances (other than complete performance) which might otherwise
                                         constitute a legal or equitable discharge or defense of a 



 






    Schedule A-2



     


    

 


 


 


guarantor. Guarantor further,
                                         to the extent permitted by applicable law, hereby waives and relinquishes all claims,
                                         rights and remedies accorded by applicable law to guarantors and shall agree not to assert
                                         or take advantage of any such claims, rights or remedies, including but not limited to:
                                         (i) any right to require any Beneficiary, as a condition of payment or performance by
                                         Guarantor, to (A) proceed against the Company, any other guarantor (including any other
                                         Note Guarantor) of the Guaranteed Obligations or any other person, (B) proceed against
                                         or exhaust any security held from the Company, any such other guarantor or any other
                                         person, (C) proceed against or have resort to any balance of any deposit account or credit
                                         on the books of any Beneficiary in favour of the Company or any other person, or (D)
                                         pursue any other remedy in the power of any Beneficiary whatsoever; (ii) any defense
                                         arising by reason of the incapacity, lack of authority or any disability or other defense
                                         of the Company including any defense based on or arising out of the lack of validity
                                         or the unenforceability of the Guaranteed Obligations or any agreement or instrument
                                         relating thereto or by reason of the cessation of the liability of the Company from any
                                         cause other than payment in full of the Guaranteed Obligations; (iii) any defense based
                                         upon any statute or rule of law which provides that the obligation of a surety must be
                                         neither larger in amount nor in other respects more burdensome than that of the principal;
                                         (iv) any defense based upon any Beneficiary’s errors or omissions in the administration
                                         of the Guaranteed Obligations, except behavior which amounts to bad faith; (v) (A) any
                                         principles or provisions of law, statutory or otherwise, which are or might be in conflict
                                         with the terms of this Canadian Note Guarantee and any legal or equitable discharge of
                                         Guarantor’s obligations hereunder and under this Canadian Note Guarantee, (B) the
                                         benefit of any statute of limitations affecting Guarantor’s liability hereunder
                                         or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims
                                         and (D) promptness, diligence and any requirement that any Beneficiary protect, secure,
                                         perfect or insure any security interest or lien or any property subject thereto; (vi)
                                         notices, demands, presentations, protests, notices of protest, notices of dishonor and
                                         notices of any action or inaction, including acceptance of this Canadian Note Guarantee,
                                         notices of default under the Notes or any agreement or instrument related thereto, notices
                                         of any renewal, extension or modification of the Guaranteed Obligations or any agreement
                                         related thereto, and notices of any extension of credit to the Company and any right
                                         to consent to any thereof; and (vii) any defenses or benefits that may be derived from
                                         or afforded by law which limit the liability of or exonerate guarantors or sureties,
                                         or which may conflict with the terms of this Canadian Note Guarantee.


 


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



 


		(d)	Guarantor agrees that it shall not
                                         be entitled to any right of subrogation in relation to the Holders in respect of any
                                         obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Guarantor
                                         further agrees that, as between Guarantor, on the one hand, and the Holders and the Trustee,
                                         on the other hand, (i) the maturity of the Guaranteed Obligations may be accelerated
                                         as provided in Section 6.2 of the Indenture for the purposes of this Canadian Note Guarantee,
                                         notwithstanding any stay, injunction or other prohibition preventing such acceleration
                                         in respect of the Guaranteed Obligations and (ii) in the event of any declaration of
                                         acceleration of such obligations as provided in Section 6.2 of the Indenture, such obligations
                                         (whether or not due and payable) shall forthwith become due and payable by Guarantor
                                         for the purpose of this Canadian Note Guarantee. Guarantor shall not exercise any right
                                         to seek contribution from any non-paying Note Guarantor if the exercise of such right
                                         impairs the rights of the Holders under the Note Guarantees.



 


2.2.       Merger
and Consolidation of Guarantors


 


		(a)	In case of any sale or other disposition,
                                         consolidation, merger, amalgamation or conveyance and upon the assumption by the successor
                                         person on terms and conditions satisfactory to the Trustee of the obligations of Guarantor
                                         under this Canadian Note Guarantee, and the due and punctual performance of all of the
                                         covenants and conditions of the Indenture to be performed by Guarantor, such successor
                                         person shall succeed to and be substituted for Guarantor under this Canadian Note Guarantee
                                         with the same effect as if it had been named herein as Guarantor.



 



    Schedule A-3



     


    

 


 





		(b)	Except as set forth in Articles 4
                                         and 5 of the Indenture, and notwithstanding clause (a) of this Section 2.2, nothing contained
                                         in the Indenture or in any of the Notes shall prevent any consolidation, merger or amalgamation
                                         of a Note Guarantor with or into the Company or another Note Guarantor, or shall prevent
                                         any sale or conveyance of the property of a Note Guarantor as an entirety or substantially
                                         as an entirety to the Company or another Note Guarantor.



 


2.3.       Release


 


		(a)	In the event (i) of a sale or other
                                         disposition of all or substantially all of the assets of Guarantor, by way of merger,
                                         amalgamation, consolidation or otherwise, or a sale or other disposition of all the Equity
                                         Interests of any Guarantor, in each case to a person that is not (either before or after
                                         giving effect to such transactions) a Subsidiary of the Company, so long as such sale
                                         or other disposition is permitted by the Indenture, including without limitation Section
                                         4.14 thereof, (ii) of a designation by the Company of Guarantor as an Unrestricted Subsidiary
                                         in accordance with the definition thereof, (iii) upon the release or discharge of this
                                         Canadian Note Guarantee in respect of any Indebtedness that resulted in the issuance
                                         after the Issue Date of this Canadian Note Guarantee by Guarantor or (iv) the Company
                                         discharges the Notes of such series and its Obligations under the Indenture under Section
                                         8.1 thereof or exercises its legal or covenant defeasance options under Section 8.2 or
                                         8.3 thereof, respectively, with respect of the Notes of a series Guarantor or, in the
                                         case of a sale or other disposition of all or substantially all of the assets of Guarantor,
                                         the Person acquiring such property, shall be released and relieved of any obligations
                                         under this Canadian Note Guarantee (in the case of clause (iv), only with respect to
                                         the applicable series) without any further action being required by the Trustee or any
                                         Holder.



 


		(b)	Upon delivery by the Company to the
                                         Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that
                                         such sale or other disposition was made by the Company in accordance with the provisions
                                         of the Indenture, including without limitation Sections 4.8 and 4.14 thereof, the Trustee
                                         shall execute any documents reasonably required in order to evidence the release of Guarantor
                                         from its obligations under this Canadian Note Guarantee.



 


Section
3.



Miscellaneous


 


3.1.       Limitations
Act, 2002 (Ontario)


 


Any and all limitation periods
provided for in the Limitations Act, 2002 (Ontario), as amended from time to time, or any other applicable law limiting
the time for which an action may be commenced shall be excluded from application to the obligations of Guarantor hereunder
to fullest extent permitted by such Act or applicable law.


 


3.2.       Usury
Savings Clause


 


If any provision of this Canadian
Note Guarantee, the Indenture or any Note would obligate any Canadian Note Guarantor to make any payment of or on account of interest
or other amount in an amount or calculated at a rate which would result in a receipt by any Holder of interest at a criminal rate
(as such term is construed under the Criminal Code (Canada)), then notwithstanding such provisions, such amount or rate
shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as
would not so result in a receipt by such Holder of interest at a criminal rate, such adjustment to be effected, to the extent
necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Holder, and (2) thereafter,
by reducing any fees, commissions, premiums and other amounts required to be paid to such Holder which would constitute “interest”
for purposes of Section 347 of the Criminal Code (Canada).



    Schedule A-4



     


    




 


3.3.       Interest
Act (Canada)


 


For purposes of disclosure pursuant
to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided for
in this Canadian Note Guarantee, the Indenture or the Notes (and stated herein or therein, as applicable, to be computed on the
basis of a 360 day year or any other period of time less than a calendar year) are equivalent are the rates so provided for multiplied
by the actual number of days in the applicable calendar year and divided by 360 or the actual number of days in such other period
of time, respectively.


 


3.4.       Counterparts;
Execution


 


This Canadian Note Guarantee
may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed
and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same
agreement. Delivery of an executed counterpart of this Canadian Note Guarantee facsimile or other similar method of electronic
transmission (including by way of email attachment) shall be equally as effective as delivery of an original executed counterpart
of this Canadian Note Guarantee.


 


3.5.       Severability


 


If, in any jurisdiction, any
provision of this Canadian Note Guarantee or its application to any party or circumstance is restricted, prohibited or unenforceable,
such provision shall, as to that jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability
without invalidating the remaining provisions of this Canadian Note Guarantee and without affecting the validity or enforceability
of such provision in any other jurisdiction or without affecting its application to other parties or circumstances.


 


3.6.       Notices


 


All notices and other communications
hereunder shall be in writing and shall be mailed, sent, or delivered in accordance with the terms of the Indenture.


 


3.7.       Successors



 


This Canadian Note Guarantee
shall be binding upon Guarantor and its successors and shall inure to the benefit of the successors of the Beneficiaries.


 


3.8.       Judgment
Currency


 


Guarantor shall indemnify each
Holder and each Person, if any, who controls any Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act against any loss incurred by such party as a result of any judgment or order being given or made against Guarantor
for any U.S. dollar amount due under this Canadian Note Guarantee and such judgment or order being expressed and paid in a currency
(the “Judgment Currency”) other than U.S. dollars and as a result of any variation as between (i) the rate
of exchange at which the U.S. dollar amount is converted into the Judgment Currency for the purpose of such judgment or order
and (ii) the spot rate of exchange in The City of New York at which such party on the date of payment of such judgment or
order is able to purchase U.S. dollars with the amount of the Judgment Currency actually received by such party if such party
had utilized such amount of Judgment Currency to purchase U.S. dollars upon such party’s receipt thereof. Any amount due
from Guarantor under this Section 3.8 shall be due as a separate debt and shall not be affected by such judgment or order as aforesaid.
The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase
of, or conversion into, U.S. dollars.


 


3.9.       Payment
of Additional Amounts


 


		(a)	All
payments made under or with respect to this Canadian Note Guarantee by Guarantor will be made free and clear of any withholding
or deduction for or on account of any tax, duty, levy, impost, assessment or other governmental charge of whatever nature (collectively,
“Tax”) imposed or levied by or on behalf of Canada or any other jurisdiction in which Guarantor is organized,
resident or doing business for tax 



 






    Schedule A-5



     


    

 


purposes or from or through which Guarantor makes
                                         any payment on the Canadian Note Guarantee or any department or political subdivision
                                         thereof (each, a “Relevant Taxing Jurisdiction”), unless Guarantor
                                         (or an applicable withholding agent) is required to withhold or deduct Taxes by law.
                                         If Guarantor (or an applicable withholding agent) is required by law to withhold or deduct
                                         any amount for or on account of Taxes of any Relevant Taxing Jurisdiction from any payment
                                         made under or with respect to this Canadian Note Guarantee, Guarantor, subject to the
                                         exceptions listed below, will pay additional amounts (“Additional Amounts”)
                                         as may be necessary to ensure that the net amount received by each Holder or beneficial
                                         owner of the Notes after such withholding or deduction (including withholding or deduction
                                         attributable to Additional Amounts payable hereunder) will not be less than the amount
                                         the Holder or beneficial owner would have received if such Taxes had not been required
                                         to be so withheld or deducted.


 


		(b)	Guarantor will not, however, pay
                                         Additional Amounts to a Holder or beneficial owner of Notes:



 


		(i)	to the extent the Taxes giving
                                         rise to such Additional Amounts would not have been imposed but for the existence of
                                         any present or former connection between the Holder or beneficial owner (or between a
                                         fiduciary, settler, beneficiary, member or shareholder of, or possessor of a power over,
                                         such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust,
                                         partnership or corporation) and the Relevant Taxing Jurisdiction (other than any connection
                                         resulting solely from the acquisition, ownership, holding or disposition of Notes, the
                                         receipt of payments thereunder or under this Canadian Note Guarantee and/or the exercise
                                         or enforcement of rights under any Notes or this Canadian Note Guarantee);



 


		(ii)	to the extent the Taxes giving
                                         rise to such Additional Amounts would not have been imposed but for the failure of the
                                         Holder or beneficial owner of Notes, following Guarantor’s written request addressed
                                         to the Holder, to the extent such Holder or beneficial owner is legally eligible to do
                                         so, to comply with any certification, identification, information or other reporting
                                         requirements, whether required by statute, treaty, regulation or administrative practice
                                         of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction
                                         in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction
                                         (including, without limitation, a certification that the Holder or beneficial owner is
                                         not resident in the Relevant Taxing Jurisdiction);



 


		(iii)	with respect to any estate,
                                         inheritance, gift, sales, transfer, capital gains, excise or personal property tax or
                                         any similar Taxes;



 


		(iv)	to the extent the Taxes giving
                                         rise to such Additional Amounts would not have been imposed but for the presentation
                                         by the Holder or beneficial owner of any Note, where presentation is required, for payment
                                         on a date more than 30 days after the date on which payment became due and payable
                                         or the date on which payment thereof is duly provided for, whichever occurs later;



 


		(v)	to the extent the Taxes giving
                                         rise to such Additional Amounts would not have been imposed but for the Holder or beneficial
                                         owner not dealing at arm’s length, within the meaning of the Income Tax Act
                                         (Canada), with the Company or Guarantor;



 


		(vi)	to the extent the Taxes giving
                                         rise to such Additional Amounts would not have been imposed but for such Holder or beneficial
                                         owner being, or not dealing at arm’s length (within the meaning of the Income
                                         Tax Act (Canada)) with, a “specified shareholder” of the Company as defined
                                         in subsection 18(5) of the Income Tax Act (Canada) for purposes of the thin capitalization
                                         rules in the Income Tax Act (Canada);



 


		(vii)	to
the extent the Taxes giving rise to such Additional Amounts are United States federal withholding tax imposed pursuant to Sections
1471 through 1474 of the Internal Revenue Code of 1986, as amended as of the date of hereof (or any amended or successor version
that is substantively comparable and not materially more onerous to comply 



 


 






    Schedule A-6



     


    

 


 


 


with), any current or future regulations, official
                                         interpretations or administrative authority promulgated thereunder and any agreements
                                         entered into pursuant to Section 1471(b)(1) of the Code as in effect on the date hereof
                                         (or any amended or successor version that is substantively comparable and not materially
                                         more onerous to comply with), and, for the avoidance of doubt, any intergovernmental
                                         agreement (and related legislation, rules or practices) implementing the foregoing (taken
                                         together, “FATCA”), except to the extent that such Taxes result from
                                         a failure of any Paying Agent to comply with FATCA; and


 


		(viii)	any combination of items (i),
                                         (ii), (iii), (iv), (v), (vi) and (vii).



 


Additional
Amounts also shall not be paid with respect to any payment on a Note to a beneficial owner who is a fiduciary, a partnership,
a limited liability company, or anyone other than the sole beneficial owner of that payment to the extent that payment would be
required by the laws of the Relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor
with respect to the fiduciary, a member of that partnership, an interest holder of that limited liability company, or a beneficial
owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or interest holder been
the beneficial owner.


 


		(c)	Guarantor or applicable withholding
                                         agent will (i) make any such withholding or deduction required by applicable law and
                                         (ii) timely remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction
                                         in accordance with applicable law. Guarantor will make reasonable efforts to obtain certified
                                         copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from
                                         each Relevant Taxing Jurisdiction imposing such Taxes. Guarantor will provide to the
                                         Trustee, within a reasonable time after the date the payment of any Taxes so deducted
                                         or withheld are due pursuant to applicable law, either a certified copy or tax receipts
                                         evidencing such payment, or, if such tax receipts are not reasonably available to Guarantor,
                                         such other documentation that provides reasonable evidence of such payment by Guarantor.



 


		(d)	Where Tax is payable pursuant to
                                         Regulation 803 of the Income Tax Act (Canada) by a Holder or beneficial owner
                                         of the Notes in respect of any amount payable under the Canadian Note Guarantee to the
                                         Holder (other than by reason of a transfer of the Notes to a person resident in Canada
                                         with whom the transferor does not deal at arm’s length for the purposes of such
                                         Act), but no Additional Amount is paid in respect of such Tax, Guarantor will pay as
                                         or on account of interest to the Holder an amount equal to such Tax (a “Regulation
                                         803 Reimbursement”) plus an amount equal to any Tax required to be paid by
                                         the Holder or a beneficial owner as a result of such Regulation 803 Reimbursement within
                                         45 days after receiving from the Holder a notice containing reasonable particulars of
                                         the Tax so payable, provided such Holder or beneficial owner would have been entitled
                                         to receive Additional Amounts on account of such Tax (and only to the extent of such
                                         Additional Amounts that such Holder or beneficial owner would have been entitled to receive)
                                         but for the fact that it is payable otherwise than by deduction or withholding from payments
                                         made under or with respect to the Canadian Note Guarantee.



 


		(e)	Prior to the date on which the payment
                                         of any Additional Amounts are due, Guarantor will deliver to the Trustee such Additional
                                         Amounts payable together with an Officers’ Certificate stating that such Additional
                                         Amounts will be payable on the applicable payment date, and setting forth the Additional
                                         Amounts so payable and will also set forth such other information necessary to enable
                                         the Trustee to pay such Additional Amounts to Holders on the applicable payment date.
                                         Any such Officers’ Certificate will be delivered to the Trustee at least 2 Business
                                         Days in advance of when the payments in question are required to be made (unless a shorter
                                         period of time is acceptable to the Trustee in its reasonable discretion). Guarantor
                                         will promptly publish a notice in accordance with Section 11.2 of the Indenture stating
                                         that such Additional Amounts will be payable and describing the obligation to pay such
                                         amounts.



 


		(f)	Guarantor will reimburse the Holders
                                         of Notes or beneficial owners of Notes, upon written request of such Holder or beneficial
                                         owner of Notes and certified proof of payment for the amount of (i) any Taxes levied
                                         or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or beneficial
                                         owner in connection with payments made under or with respect to this Canadian Note Guarantee;
                                         and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing
                                         clause (i) or this clause (ii), so that the net amount received by such Holder or
                                         beneficial owner after such reimbursement will not be less than the net amount such Holder
                                         or beneficial owner would have received if the Taxes giving rise to the reimbursement
                                         described in clauses (i) and/or (ii) had not been imposed, provided, however,
                                         that the indemnification obligation provided for in this Section 3.9(f) shall not extend
                                         to Taxes imposed for which the Holder or beneficial owner of the Notes would not have
                                         been eligible to receive payment of Additional Amounts 



 






    Schedule A-7



     


    

 


hereunder by virtue of clauses (i)
                                         through (ix) of Section 3.9(b) hereof, or to the extent such Holder or beneficial owner
                                         received Additional Amounts with respect to such payments.


 


		(g)	In addition, Guarantor will pay any
                                         stamp, issue, registration, court, documentary, excise or other similar taxes, charges
                                         and duties, including interest and penalties with respect thereto, imposed by any Relevant
                                         Taxing Jurisdiction at any time in respect of the execution, issuance, registration or
                                         delivery of this Canadian Note Guarantee or any other document or instrument referred
                                         to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction
                                         at any time as a result of, or in connection with, (i) any payments made pursuant to
                                         any Guarantee or any other such document or instrument referred to thereunder and/or
                                         (ii) the enforcement of this Canadian Note Guarantee or any other such document or instrument
                                         referred to thereunder.



 


		(h)	Obligations described under this
                                         Section 3.9 will survive any termination, defeasance or discharge of this Indenture and
                                         will apply mutatis mutandis to any successor Person to Guarantor and to any jurisdiction
                                         in which such successor is organized, doing business or is otherwise resident for Tax
                                         purposes or any jurisdiction from or through which payment is made by such successor
                                         or its respective agents.



 


		(i)	Whenever this Canadian Note Guarantee
                                         refers to, in any context, the payment of principal, premium, if any, interest or any
                                         other amount payable under or with respect to any Note or under this Canadian Note Guarantee,
                                         such reference includes the payment of Additional Amounts or other payments that would
                                         be payable pursuant to this Section 3.9, if applicable.



 


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    Schedule A-8



     


    

IN WITNESS
WHEREOF, Guarantor has executed and delivered this Guarantee as of the first date written above.


 


 





	 	l,
    as Canadian Note Guarantor
	 	 	 	 
	 	 	 	 
	 	By:	
	 	 	Name:	
	 	 	Title:	 


 






    Schedule A-9