Exhibit 4.1


 


Execution Version


 



PENNYMAC FINANCIAL SERVICES, INC.


 


as Issuer,


 


THE GUARANTORS PARTY HERETO,


 


and


 


U.S. Bank
national association


 


as Trustee,


 





INDENTURE


 


Dated as of September 16, 2021


 


 


$500,000,000 5.750%
Senior Notes Due 2031


 




     


     


    

 


Table of Contents


 


Page


 


Article One


 


DEFINITIONS
AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


	SECTION 1.01.	Rules of Construction	1
	SECTION 1.02.	Definitions	2
	SECTION 1.03.	Compliance Certificates and Opinions	54
	SECTION 1.04.	Form of Documents Delivered to Trustee	55
	SECTION 1.05.	Acts of Holders	55
	SECTION 1.06.	Notices, Etc., to Trustee, Issuer, any Guarantor and Agent	56
	SECTION 1.07.	Notice to Holders; Waiver	57
	SECTION 1.08.	Effect of Headings and Table of Contents	57
	SECTION 1.09.	Successors	58
	SECTION 1.10.	Severability Clause	58
	SECTION 1.11.	Benefits of Indenture	58
	SECTION 1.12.	Governing Law; Submission to Jurisdiction	58
	SECTION 1.13.	Legal Holidays	58
	SECTION 1.14.	No Personal Liability of Directors, Managers, Officers, Employees and Stockholders	58
	SECTION 1.15.	[Reserved]	58
	SECTION 1.16.	Counterparts	58
	SECTION 1.17.	USA PATRIOT Act	59
	SECTION 1.18.	Waiver of Jury Trial	59
	SECTION 1.19.	Force Majeure	59
	 	 	 
	Article Two
	 
	NOTE FORMS
	 
	SECTION 2.01.	Form and Dating	59
	SECTION 2.02.	Execution, Authentication, Delivery and Dating	59
	 	 	 
	Article Three
	 
	THE NOTES
	 	 	 
	SECTION 3.01.	Title and Terms	61
	SECTION 3.02.	Note Registrar, Transfer Agent and Paying Agent	61
	SECTION 3.03.	Denominations	63
	SECTION 3.04.	Temporary Notes	63
	SECTION 3.05.	Registration of Transfer and Exchange	63
	SECTION 3.06.	Mutilated, Destroyed, Lost and Stolen Notes	64
	SECTION 3.07.	Payment of Interest; Interest Rights Preserved	64
	SECTION 3.08.	Persons Deemed Owners	65
	SECTION 3.09.	Cancellation	65
	SECTION 3.10.	Computation of Interest	66



 






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	SECTION 3.11.	Transfer and Exchange	66
	SECTION 3.12.	CUSIP and ISIN Numbers	66
	SECTION 3.13.	Issuance of Additional Notes	66
	 	 	 
	Article Four
	 
	SATISFACTION AND DISCHARGE
	 
	SECTION 4.01.	Satisfaction and Discharge of Indenture	66
	SECTION 4.02.	Application of Trust Money	68
	 	 	 
	Article Five
	 
	REMEDIES
	 
	SECTION 5.01.	Events of Default	68
	SECTION 5.02.	Acceleration of Maturity: Rescission and Annulment	71
	SECTION 5.03.	Collection of Indebtedness and Suits for Enforcement by Trustee	72
	SECTION 5.04.	Trustee May File Proofs of Claim	73
	SECTION 5.05.	Trustee May Enforce Claims Without Possession of Notes	74
	SECTION 5.06.	Application of Money Collected	74
	SECTION 5.07.	Limitation on Suits	74
	SECTION 5.08.	Right of Holders to Bring Suit for Payment	75
	SECTION 5.09.	Restoration of Rights and Remedies	75
	SECTION 5.10.	Rights and Remedies Cumulative	75
	SECTION 5.11.	Delay or Omission Not Waiver	75
	SECTION 5.12.	Control by Holders	75
	SECTION 5.13.	Waiver of Past Defaults	76
	SECTION 5.14.	Waiver of Stay or Extension Laws	76
	SECTION 5.15.	Undertaking for Costs	76
	 	 	 
	Article Six
	 
	THE TRUSTEE
	 
	SECTION 6.01.	Duties of the Trustee	76
	SECTION 6.02.	Notice of Defaults	77
	SECTION 6.03.	Certain Rights of Trustee	77
	SECTION 6.04.	Trustee Not Responsible for Recitals or Issuance of Notes	80
	SECTION 6.05.	May Hold Notes	80
	SECTION 6.06.	Money Held in Trust	80
	SECTION 6.07.	Compensation and Reimbursement	80
	SECTION 6.08.	Corporate Trustee Required; Eligibility	81
	SECTION 6.09.	Resignation and Removal; Appointment of Successor	81
	SECTION 6.10.	Acceptance of Appointment by Successor	82
	SECTION 6.11.	Merger, Conversion, Consolidation or Succession to Business	82
	SECTION 6.12.	Appointment of Authenticating Agent	83



 






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	Article Seven
	 
	HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUER
	 
	SECTION 7.01.	Issuer to Furnish Trustee Names and Addresses	84
	SECTION 7.02.	Reports by Trustee	84
	Article Eight
	 
	MERGER, CONSOLIDATION, AMALGAMATION OR SALE
	OF ALL OR SUBSTANTIALLY ALL ASSETS
	 
	SECTION 8.01.	Issuer May Consolidate, Etc., Only on Certain Terms	84
	SECTION 8.02.	Guarantors May Consolidate, Etc., Only on Certain Terms	85
	SECTION 8.03.	Successor Substituted	86
	SECTION 8.04.	Division	86
	 	 	 
	Article Nine
	 
	SUPPLEMENTAL INDENTURES
	 
	SECTION 9.01.	Amendments or Supplements Without Consent of Holders	87
	SECTION 9.02.	Amendments, Supplements or Waivers with Consent of Holders	88
	SECTION 9.03.	Execution of Amendments, Supplements or Waivers	89
	SECTION 9.04.	Effect of Amendments, Supplements or Waivers	89
	SECTION 9.05.	[Reserved]	89
	SECTION 9.06.	Reference in Notes to Supplemental Indentures	89
	SECTION 9.07.	Notice of Supplemental Indentures	90
	 	 	 
	Article Ten
	 
	COVENANTS
	 
	SECTION 10.01.	Payment of Principal, Premium, if any, and Interest	90
	SECTION 10.02.	Maintenance of Office or Agency	90
	SECTION 10.03.	Money for Notes Payments to Be Held in Trust	90
	SECTION 10.04.	Organizational Existence	91
	SECTION 10.05.	Payment of Taxes and Other Claims	92
	SECTION 10.06.	[Reserved]	92
	SECTION 10.07.	[Reserved]	92
	SECTION 10.08.	Statement by Officer as to Default	92
	SECTION 10.09.	Reports and Other Information	92
	SECTION 10.10.	Limitation on Restricted Payments	95
	SECTION 10.11.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	104
	SECTION 10.12.	Limitation on Liens	112
	SECTION 10.13.	Limitation on Transactions with Affiliates	112
	SECTION 10.14.	Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	115
	SECTION 10.15.	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	118
	SECTION 10.16.	Change of Control	118



 






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	SECTION 10.17.	Asset Sales	120
	SECTION 10.18.	Suspension of Covenants	124
	 	 	 
	Article Eleven
	 
	REDEMPTION OF NOTES
	 
	SECTION 11.01.	Right of Redemption	125
	SECTION 11.02.	[Reserved.]	126
	SECTION 11.03.	Applicability of Article	126
	SECTION 11.04.	Election to Redeem; Notice to Trustee	126
	SECTION 11.05.	Selection by Trustee of Notes to Be Redeemed	126
	SECTION 11.06.	Notice of Redemption	127
	SECTION 11.07.	Deposit of Redemption Price	128
	SECTION 11.08.	Notes Payable on Redemption Date	128
	SECTION 11.09.	Notes Redeemed in Part	128
	SECTION 11.10.	Mandatory Redemption; Open Market Purchases	129
	 	 	 
	Article Twelve
	 
	GUARANTEES
	 
	SECTION 12.01.	Guarantees	129
	SECTION 12.02.	Severability	130
	SECTION 12.03.	Restricted Subsidiaries	130
	SECTION 12.04.	Limitation of Guarantors’ Liability	131
	SECTION 12.05.	Contribution	131
	SECTION 12.06.	Subrogation	131
	SECTION 12.07.	Reinstatement	131
	SECTION 12.08.	Release of a Guarantor	131
	SECTION 12.09.	Benefits Acknowledged	132
	SECTION 12.10.	Effectiveness of Guarantees	132
	 	 	 
	Article Thirteen
	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 
	SECTION 13.01.	Issuer’s Option to Effect Legal Defeasance or Covenant Defeasance	132
	SECTION 13.02.	Legal Defeasance and Discharge	132
	SECTION 13.03.	Covenant Defeasance	133
	SECTION 13.04.	Conditions to Legal Defeasance or Covenant Defeasance	133
	SECTION 13.05.	Deposited Money and Government Securities To Be Held in Trust Other Miscellaneous Provisions	134
	SECTION 13.06.	Reinstatement	135


 






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APPENDIX & EXHIBITS


 


ANNEX I —  Rule 144A / Regulation S


 


EXHIBIT 1 to
Rule 144A / Regulation S — Form of Initial Note


 


EXHIBIT A — Form of Supplemental Indenture to Be Delivered
by Subsequent Guarantors


 


EXHIBIT B — Form of Incumbency Certificate




  




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INDENTURE, dated as of September 16, 2021,
(this “Indenture”), among PENNYMAC FINANCIAL SERVICES, INC. (the “Issuer”), a Delaware corporation,
the Guarantors (as defined below) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (as defined below).


 


RECITALS OF THE ISSUER


 


The Issuer has duly authorized the creation of an
issue of $500,000,000 aggregate principal amount of its 5.750% Senior Notes Due 2031 (the “Initial Notes”), issued
on the date hereof and to provide therefor the Issuer has duly authorized the execution and delivery of this Indenture.


 


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


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


Article One


 


DEFINITIONS
AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


		SECTION
                            1.01.	Rules of Construction.



 


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


 


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


 


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


 


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


 


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


 


(5)            “or”
is not exclusive;


 






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(6)            “including”
means including without limitation; and


 


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


 


		SECTION
                            1.02.	Definitions.



 


“Acceptable Commitment” has the
meaning specified in Section 10.17(b) of this Indenture.


 


“Acquired Indebtedness” means,
with respect to any specified Person,


 


(1) Indebtedness of any other Person
existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such
specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, consolidating
or amalgamating with or into or becoming a Restricted Subsidiary of such specified Person; and


 


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


 


“Act,” when used with respect
to any Holder, has the meaning specified in Section 1.05(a) of this Indenture.


 


“Additional Notes” means any
Notes issued by the Issuer pursuant to Section 3.13 of this Indenture.


 


“Adjusted Net Assets” has the
meaning specified in Section 12.05 of this Indenture.


 


“Advance Offer” has the meaning
specified in Section 10.17(c) of this Indenture.


 


“Advance Portion” has the meaning
specified in Section 10.17(c) of this Indenture.


 


“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” (including, with correlative meanings, the terms “controlling,”
 “controlled by” and “under common control with”), as used with respect to any Person, shall mean
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.


 


“Affiliate Transaction” has the
meaning specified in Section 10.13(a) of this Indenture.


 


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


 


“Appendix” has the meaning specified
in Section 2.01 of this Indenture.


 


“Applicable Calculation Date”
means the applicable date of calculation for (1) the Consolidated Total Indebtedness to Consolidated Tangible Net Worth Ratio, (2) the
Fixed Charge Coverage Ratio, (3) Consolidated EBITDA or (4) Consolidated Tangible Net Worth.


 






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When calculating the availability under any basket
or ratio under this Indenture, in each case in connection with a Limited Condition Acquisition and any actions or transactions related
thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock
and the use of proceeds thereof, the incurrence of Liens, repayment and the making of Restricted Payments), the date of determination
of such basket or ratio and of the determination as to the absence of any Default or Event of Default shall, at the option of the Issuer
(which election may be made on the date of such acquisition), be the date the definitive agreements for such Limited Condition Acquisition
are entered into and such baskets or ratios shall be calculated with such pro forma adjustments as are appropriate and consistent with
the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio after giving effect to such Limited Condition
Acquisition and any actions or transactions related thereto as if they occurred at the beginning of the applicable period for purposes
of determining the ability to consummate any such Limited Condition Acquisition, and, for the avoidance of doubt, (x) if any of
such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in Consolidated
EBITDA or Consolidated Tangible Net Worth of the Issuer or the target company for the Applicable Measurement Period) subsequent to such
date of determination and at or prior to the consummation of the relevant Limited Condition Acquisition and any actions or transactions
related thereto, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes
of determining whether the Limited Condition Acquisition is permitted hereunder, (y) such baskets or ratios shall not be tested
at the time of consummation of such Limited Condition Acquisition and any actions or transactions related thereto and (z) any condition
requiring the absence of a Default or Event of Default shall be deemed to be satisfied so long as there is no Default or Event of Default
as of such date of determination; provided, further, that if the Issuer elects to have such determinations occur at the time of entry
into such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall
be deemed to have occurred on the date the definitive agreements are entered and outstanding thereafter for purposes of calculating any
baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition
unless and until such Limited Condition Acquisition has been abandoned, as determined by the Issuer, prior to the consummation thereof.


 


“Applicable Measurement Period”
means the most recently completed four consecutive fiscal quarters of the Issuer immediately preceding the Applicable Calculation Date
for which internal financial statements are available.


 


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


 


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


 


(2)            the
excess, if any, of (a)(i) the sum of the present values at such Redemption Date of (A) the redemption price of such Note at
September 15, 2026 (such redemption price being set forth in the table appearing in Section 11.01(a)), plus (B) all required
remaining scheduled interest payments due on such Note through September 15, 2026, discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate as of such Redemption Date plus 50 basis points,
minus (ii) accrued but unpaid interest to, but excluding, the Redemption Date over (b) the principal amount of such Note.


 


Calculation of the Applicable Premium will be made
by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate; provided that such calculation or the correctness
thereof shall not be a duty or obligation of the Trustee.


 






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“Applicable Premium Deficit”
has the meaning specified in Section 4.01 of this Indenture.


 


“Asset Sale” means:


 


(1)           the
sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or
assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any Restricted Subsidiary (each referred to in this definition
as a “disposition”); or


 


(2)           the
issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance
with Section 10.11), whether in a single transaction or a series of related transactions;


 


in each case, other than:


 


(a)           any
disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete, damaged, unnecessary, unsuitable or worn out property
or equipment or other assets in the ordinary course of business or any disposition of inventory or goods (or other assets), property
or equipment held for sale or no longer used or useful, or economically practicable to maintain, in the conduct of the business of the
Issuer and its Subsidiaries;


 


(b)           the
disposition of all or substantially all of the assets of the Issuer or any Restricted Subsidiary in a manner permitted pursuant to Article Eight
or any disposition that constitutes a Change of Control pursuant to this Indenture;


 


(c)           any
disposition, issuance or sale in connection with the making of any Restricted Payment that is permitted to be made, and is made, under
Section 10.10 or any Permitted Investment;


 


(d)           any
disposition of property or assets, or issuance of securities by a Restricted Subsidiary, to the Issuer or by the Issuer or a Restricted
Subsidiary to another Restricted Subsidiary;


 


(e)           to
the extent allowable under Section 1031 of the Code, or any comparable or successor provision, any exchange of like property (excluding
any boot thereon) for use in a Similar Business, which may be in connection with an Asset Sale;


 


(f)            the
lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of business or consistent
with past practice;


 


(g)           any
issuance, sale or pledge of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;


 


(h)           foreclosures,
condemnation, expropriation, forced dispositions, eminent domain or any similar action (whether by deed of condemnation or otherwise)
with respect to assets or the granting of Liens not prohibited by this Indenture, and transfers of any property that have been subject
to a casualty to the respective insurer of such property as part of an insurance settlement or upon receipt of the net proceeds of such
casualty event;


 






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(i)            any
financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including
Sale and Lease-Back Transactions;


 


(j)            any
surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in
the ordinary course of business or consistent with past practice;


 


(k)            the
sale, conveyance or other disposition of advances, MSRs, mortgages, other loans, customer receivables, mortgage related securities or
derivatives or other assets (or any interests in any of the foregoing) in the ordinary course of business, the sale, transfer or discount
in the ordinary course of business of accounts receivable or other assets that by their terms convert into cash, any sale of MSRs in
connection with the origination of the associated mortgage loan in the ordinary course of business or any sale of securities in respect
of additional fundings under reverse mortgage loans in the ordinary course of business;


 


(l)            the
sale, conveyance or other disposition of Investments or other assets and disposition or compromise of mortgages, other loans or receivables,
in each case, in connection with the workout, compromise, settlement or collection thereof or exercise of remedies with respect thereto,
in the ordinary course of business or bankruptcy, foreclosure or similar proceedings, including foreclosure, repossession and disposition
of REO Assets and other collateral for mortgages or other loans serviced and/or originated by the Issuer or any of its Subsidiaries;


 


(m)           the
modification of any mortgages or other loans owned or serviced by the Issuer or any of its Restricted Subsidiaries in the ordinary course
of business;


 


(n)           assets
sold, conveyed or otherwise disposed of pursuant to the terms of Permitted Funding Indebtedness or Non-Recourse Indebtedness;


 


(o)           a
sale, conveyance or other disposition (in one or more transactions) of Securitization Assets or Residual Interests in the ordinary course
of business;


 


(p)           a
sale, conveyance or other disposition (in one or more transactions) of Servicing Advances, mortgage loans or MSRs or any part thereof
(x) in connection with the transfer or termination of the related MSRs or (y) in connection with any Excess Spread Sales;


 


(q)           sales,
transfers or contributions of Securitization Assets to Securitization Entities, Warehouse Facility Trusts and MSR Facility Trust in connection
with Securitizations in the ordinary course of business;


 


(r)            a
sale, conveyance or other disposition of Securitization Assets in the ordinary course of business in connection with the origination,
acquisition, securitization and/or sale of loans that are purchased, insured, guaranteed, or securitized;


 


(s)           a
sale, contribution, assignment or other transfer of MSRs in connection with MSR Facilities or a sale, conveyance or other disposition
in the ordinary course of business of MSRs in connection with Warehouse Facilities or REO Assets;


 


(t)            transactions
pursuant to repurchase agreements entered into in the ordinary course of business;


 






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(u)           any
Co-Investment Transaction;


 


(v)           the
licensing, sub-licensing or cross-licensing of intellectual property or other general intangibles in the ordinary course of business
or consistent with past practice or that is immaterial;


 


(w)           the
settlement, unwinding or termination of any Hedging Obligations, Permitted Equity Derivatives or Cash Management Obligations;


 


(x)            sales,
transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell
arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;


 


(y)           the
lapse, abandonment or invalidation of intellectual property rights, which in the reasonable determination of the Board of the Issuer
or the senior management thereof are not material to the conduct of the business of the Issuer and its Restricted Subsidiaries taken
as a whole or are no longer used or useful or economically practicable or commercially reasonable to maintain;


 


(z)            the
issuance of directors’ qualifying shares and shares issued to foreign nationals or other third parties as required by applicable
law;


 


(aa)         the
disposition of any assets (including Equity Interests) (i) acquired in a transaction permitted under this Indenture, which assets
are not used or useful in the core or principal business of the Issuer and its Restricted Subsidiaries or (ii) made in connection
with the approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Issuer
to consummate any acquisition permitted under this Indenture;


 


(bb)         any
disposition of property or assets of a Foreign Subsidiary or a Domestic Subsidiary owned by a Foreign Subsidiary the Net Proceeds of
which the Issuer has determined in good faith that the repatriation of such Net Proceeds (i) is prohibited or subject to limitations
under applicable law, orders, decrees or determinations of any arbitrator, court or governmental authority or (ii) would have a
material adverse tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation);
provided that when the Issuer determines in good faith that repatriation of any of such Net Proceeds (i) is no longer prohibited
or subject to limitations under such applicable law, orders, decrees or determinations of any arbitrator, court or governmental authority
or (ii) would no longer have a material adverse tax consequence (taking into account any foreign tax credit or benefit actually
realized in connection with such repatriation), such amount at such time shall be considered the Net Proceeds in respect of an Asset
Sale;


 


(cc)         dispositions
of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property
or (ii) an amount equal to the Net Proceeds of such disposition are promptly applied to the purchase price of such replacement property;
and


 


(dd)         the
sales or dispositions of property or assets, or issuance or sale of Equity Interests of any Restricted Subsidiary, for an aggregate fair
market value not to exceed the greater of (x) $70.0 million and (y) 2.0% of Consolidated Tangible Net Worth.


 






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In the event that a transaction (or any portion
thereof) meets the criteria of a permitted Asset Sale and would also be a permitted Restricted Payment or Permitted Investment, the Issuer,
in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Sale and/or one or
more of the types of permitted Restricted Payments or Permitted Investments.


 


“Asset Sale Offer” has the meaning
specified in Section 10.17(c) of this Indenture.


 


“Asset Sale Proceeds Application Period”
has the meaning specified in Section 10.17(b) of this Indenture.


 


“Bankruptcy Law” means Title 11,
United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law and the law of any other jurisdiction
relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession
to or change in any such law.


 


“Board” with respect to a Person
means the board of directors (or similar body) of such Person or any committee thereof duly authorized to act on behalf of such board
of directors (or similar body).


 


“Board Resolution” means a duly
adopted resolution of the Board.


 


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


 


“Capital Stock” means:


 


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


 


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


 


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


 


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


 


“Capitalized Lease Obligation”
means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such
time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with
GAAP as in effect on December 15, 2018, regardless of any change in GAAP following December 15, 2018.


 


“Capitalized Software Expenditures”
means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted
Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in
conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its
Restricted Subsidiaries.


 


“Cash Equivalents” means:


 


(1)            U.S.
dollars;


 






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(2)           (a)            Canadian
dollars, euros, pounds sterling or any national currency of any participating member state of the EMU; or


 


(b)            other
currencies held by the Issuer and the Restricted Subsidiaries from time to time in the ordinary course of business;


 


(3)            securities
issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof
the securities of which are unconditionally guaranteed as a full faith and credit obligation of the U.S. government with average maturities
of 24 months or less from the date of acquisition;


 


(4)            certificates
of deposit, time deposits and Eurodollar time deposits with average maturities of one year or less from the date of acquisition, demand
deposits, bankers’ acceptances with average maturities not exceeding one year and overnight bank deposits, in each case with any
commercial bank having capital and surplus of not less than $100.0 million (or the foreign currency equivalent thereof);


 


(5)            repurchase
obligations for underlying securities of the types described in clauses (3), (4) and (10) entered into with any financial institution
meeting the qualifications specified in clause (4) above;


 


(6)            commercial
paper rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time, neither Moody’s nor S&P shall be
rating such obligations, an equivalent rating from another Rating Agency) and variable and fixed rate notes issued by any financial institution
meeting the qualifications specified in clause (4) above, in each case with average maturities of 36 months after the date
of creation thereof;


 


(7)            marketable
short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively
(or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency);


 


(8)            investment
funds investing at least 90% of their assets in securities of the types described in clauses (1) through (7) above and (9) through
(12) below;


 


(9)            securities
issued or directly and fully and unconditionally guaranteed by any state, commonwealth or territory of the United States or any political
subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof having average maturities
of not more than 36 months from the date of acquisition thereof;


 


(10)          readily
marketable direct obligations issued or directly and fully and unconditionally guaranteed by any foreign government or any political
subdivision or public instrumentality thereof, in each case (other than in the case of such securities issued or guaranteed by any participating
member state of the EMU) having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s
nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) with average maturities of 36 months
or less from the date of acquisition;


 


(11)          Indebtedness
or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s
(or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency)
with average maturities of 36 months or less from the date of acquisition;


 






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(12)          Investments
with average maturities of 36 months or less from the date of acquisition in money market funds rated A (or the equivalent thereof)
or better by S&P or A2 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P
shall be rating such obligations, an equivalent rating from another Rating Agency);


 


(13)          in
the case of Investments by any Foreign Subsidiary of the Issuer, Investments for short-term cash management purposes of comparable
tenor and credit quality to those described in the foregoing clauses (1) through (12) customarily utilized in countries in which
such Foreign Subsidiary operates; and


 


(14)          Investments,
classified in accordance with GAAP as current assets, in money market investment programs that are registered under the Investment Company
Act of 1940 or that are administered by financial institutions meeting the qualifications specified in clause (4) above, and, in
either case, the portfolios of which are limited such that substantially all of such Investments are of the character, quality and maturity
described in clauses (1) through (13) of this definition.


 


Notwithstanding the foregoing, Cash Equivalents
shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above; provided that
such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event
within ten Business Days following the receipt of such amounts.


 


For the avoidance of doubt, any items identified
as Cash Equivalents under this definition will be deemed to be Cash Equivalents for all purposes under this Indenture regardless of the
treatment of such items under GAAP.


 


“Cash Management Obligations”
means (1) obligations in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements
and cash management or treasury services or any automated clearing house transfers of funds, (2) other obligations in respect of
netting services, employee credit or purchase card programs and similar arrangements and (3) obligations in respect of any other
services related, ancillary or complementary to the foregoing (including any overdraft and related liabilities arising from treasury,
depository, cash pooling arrangements and cash management services, corporate credit and purchasing cards and related programs or any
automated clearing house transfers of funds).


 


“CFC” means a “controlled
foreign corporation” within the meaning of Section 957 of the Code.


 


“Change of Control” means the
occurrence of one or more of the following events after the Issue Date:


 


(1)            the
sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its
Subsidiaries, taken as a whole, other than any Required Asset Sale, to any Person other than any Permitted Holders; or


 


(2)            the
Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote,
written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act), including any group acting for the purpose of acquiring, holding or disposing of Equity Interests of the Issuer (within
the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a
related series of transactions, by way of merger, consolidation or other business combination or purchase, of beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of 50% or more of the total voting power of the Voting Stock entitled to vote
for the election of directors of the Issuer having a majority of the aggregate votes on the Board of the Issuer, unless the Permitted
Holders otherwise have the right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate, nominate or appoint
a majority of the directors of the Issuer.


 






    -9-


    


    

 


Notwithstanding the preceding or any provision of
Section 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Voting Stock subject to a
stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or
similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions
contemplated by such agreement and (ii) a Person or group will not be deemed to beneficially own the Voting Stock of a Person (the
 “Subject Person”) held by a parent of such Subject Person unless it owns 50% or more of the total voting power of
the Voting Stock entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the
Board of such parent.


 


“Change of Control Offer” has
the meaning specified in Section 10.16(a) of this Indenture.


 


“Change of Control Payment” has
the meaning specified in Section 10.16(a) of this Indenture.


 


“Change of Control Payment Date”
has the meaning specified in Section 10.16(a) of this Indenture.


 


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


 


“Co-Investment Transaction” means
a transaction pursuant to which a portion of MSRs or the right to receive fees in respect of MSRs are transferred for fair value to another
Person.


 


“consolidated” or “Consolidated”
means, with respect to any Person, such Person on a consolidated basis in accordance with GAAP, but excluding from such consolidation
any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.


 


“Consolidated Depreciation and Amortization
Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including
the amortization of deferred financing fees or costs, debt issuance costs, commissions, fees and expenses, capitalized expenditures (including
Capitalized Software Expenditures), customer acquisition costs and incentive payments, conversion costs and contract acquisition costs
of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.


 






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“Consolidated EBITDA” means,
with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period,
determined on a consolidated basis, plus:


 


(1)            without
duplication, and, other than with respect to clause (1)(l) of this definition of “Consolidated EBITDA,” to the extent
already deducted (and not added back) in arriving at the Consolidated Net Income of such Person, the sum of the following amounts for
such period:


 


(a)            Fixed
Charges of such Person for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered
into for the purpose of hedging interest rate risk and (y) bank and letter of credit fees and costs of surety bonds in connection
with financing activities, in each case, to the extent included in Fixed Charges) together with items excluded from the definition of
 “Consolidated Interest Expense” pursuant to clauses (a) through (j) thereof, plus


 


(b)            provision
for taxes based on income, profits, revenue or capital gains, including federal, foreign and state income, franchise and similar taxes
and foreign withholding taxes of such Person paid or accrued during such period (including in respect of repatriated funds), including
any penalties and interest relating to such taxes or arising from any tax examinations, and any payments to a direct or indirect parent
company pursuant to Section 10.10(b)(13)(B) in respect of such taxes, plus


 


(c)            Consolidated
Depreciation and Amortization Expense of such Person for such period (other than, for the avoidance of doubt, amortization related to
MSRs), plus


 


(d)            any
other non-cash charges, including any write-offs, write-downs, expenses, losses or items (other than any non-cash charges related to
(i) the change in fair value of mortgage loans held for sale and economic hedges related thereto and (ii) the capitalization
of MSRs) (provided, in each case, that if any such non-cash charges represent an accrual or reserve for potential cash items in any future
period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding
amortization of a prepaid cash item that was paid in a prior period), plus


 


(e)            the
amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any non-Wholly-Owned
Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income, plus


 


(f)             the
amount of payments made to option, phantom equity or profits interests holders of such Person or any of its Parent Entities in connection
with, or as a result of, any distribution made to equityholders of such Person or its Parent Entities, which payments are being made
to compensate such option, phantom equity or profits interests holders as though they were equityholders at the time of, and entitled
to share in, such distribution, in each case, to the extent permitted under this Indenture (including expenses relating to distributions
made to equityholders of such Person or any of its Parent Entities resulting from the application of FASB Accounting Standards Codification
Topic 718—Compensation—Stock Compensation), plus


 


(g)            cash
receipts (or any netting arrangements resulting in reduced cash expenditures) not included in the calculation of Consolidated Net Income
in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to
paragraph (2) below for any previous period and not added back, plus


 


(h)            any
costs or expense incurred by such Person or any of its Restricted Subsidiaries pursuant to any management equity plan or stock option
plan or phantom equity plan or any other management or employee benefit plan or agreement, any severance agreement or any stock subscription
or shareholder agreement, to the extent that such cost or expenses are non-cash or otherwise funded with cash proceeds contributed to
the capital of such Person or Net Proceeds of an issuance of Equity Interests of such Person (other than Disqualified Stock), plus


 






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(i)             any
net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including
amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at
the date of initial application of FASB Accounting Standards Codification Topic 715—Compensation—Retirement Benefits, and
any other items of a similar nature, plus


 


(j)             with
respect to any joint venture that is not a Restricted Subsidiary, an amount equal to the proportion of those items described in clauses
(b) and (c) above relating to such joint venture corresponding to such Person and its Restricted Subsidiaries’ proportionate
share of such joint venture’s Consolidated Net Income (determined as if such joint venture were a Restricted Subsidiary), plus


 


(k)            recovery
of other-than-temporary loss on available-for-sale securities recognized through members’ (or shareholders’) equity, plus


 


(l)             the
amount of “run rate” cost savings, operating expense reductions and synergies related to any Specified Event (as defined
below) projected by the Issuer in good faith to be realized as a result of actions that have been taken or initiated or are expected
to be taken (in the good faith determination of the Issuer), including any cost savings, expenses and charges (including restructuring
and integration charges) in connection with, or incurred by or on behalf of, any joint venture of the Issuer or any of its Restricted
Subsidiaries (whether accounted for on the financial statements of any such joint venture or the Issuer) with respect to any investment,
sale, transfer or other disposition of assets, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation, restructuring,
cost saving initiative, contract negotiation or other initiative (collectively, a “Specified Event”), within 24 months
of such Specified Event (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated on a pro forma
basis as though such cost savings had been realized on the first day of the relevant period), net of the amount of actual benefits realized
from such actions; provided that (i) such cost savings are reasonably identifiable and factually supportable, (ii) no cost
savings, operating expense reductions or synergies shall be added pursuant to this clause (l) to the extent duplicative of any expenses
or charges relating to such cost savings, operating expense reductions or synergies that are included in any other clause of this definition
of “Consolidated EBITDA” (it being understood and agreed that “run rate” shall mean the full recurring
benefit that is associated with any action taken) and (iii) the share of any such cost savings, expenses and charges with respect
to a joint venture that are to be allocated to such Person or any of its Restricted Subsidiaries shall not exceed the total amount thereof
for any such joint venture multiplied by the percentage of income of such venture expected to be included in Consolidated EBITDA for
the relevant Applicable Measurement Period, less


 


  (2)          without
duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:


 


(a)            non-cash
gains (excluding (i) any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item
that reduced Consolidated Net Income or Consolidated EBITDA in any prior period, (ii) any non-cash gain related to the change in
fair value of mortgage loans held for sale and economic hedges related thereto and (iii) any non-cash gain related to the capitalization
of MSRs), and


 






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(b)            the
amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any non-Wholly-Owned
Subsidiary added to (and not deducted from) Consolidated Net Income in such period,


 


  in each case, as determined on a consolidated basis
for such Person and its Restricted Subsidiaries. For purposes of testing the covenants under this Indenture in connection with any transaction,
the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries shall be adjusted to reflect such pro forma adjustments as are
appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio (other
than as set forth in the first proviso to the first paragraph of such definition).


 


“Consolidated Interest Expense”
means, with respect to a Person and its Restricted Subsidiaries for any period, the sum of:


 


(1)            cash
interest expense (including that attributable to Capitalized Lease Obligations), net of cash interest income of such Person and its Restricted
Subsidiaries with respect to all outstanding Indebtedness of such Person and its Restricted Subsidiaries, including all commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under
hedging agreements, plus


 


(2)            non-cash
interest expense resulting solely from (x) the net amortization of original issue discount and original issuance premium from the
issuance of Indebtedness of such Person and its Restricted Subsidiaries (excluding the Notes), plus (y) pay-in-kind interest expense
of such Person and its Restricted Subsidiaries but excluding, for the avoidance of doubt, (a) amortization of deferred financing
costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest other than referred to in clause (y) above
(including as a result of the effects of acquisition method accounting or pushdown accounting), (b) non-cash interest expense attributable
to the movement of the mark-to-market valuation of Indebtedness or obligations under Hedging Obligations or other derivative instruments
pursuant to FASB Accounting Standards Codification Topic 815—Derivatives and Hedging, (c) any one-time cash costs associated
with breakage in respect of hedging agreements for interest rates, (d) any “additional interest” owing pursuant to a
registration rights agreement with respect to any securities, (e) any payments with respect to make-whole premiums or other breakage
costs of any Indebtedness, (f) penalties and interest relating to taxes, (g) accretion or accrual of discounted liabilities
not constituting Indebtedness, (h) interest expense attributable to a direct or indirect parent entity resulting from push-down
accounting, (i) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization
or purchase accounting, and (j) any interest expense attributable to the exercise of appraisal rights and the settlement of any
claims or actions (whether actual, contingent or potential), with respect thereto and with respect to any acquisition or Investment permitted
hereunder, all as calculated on a consolidated basis.


 


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


 






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“Consolidated Net Income” means,
with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period,
determined on a consolidated basis, excluding (and excluding the effect of), without duplication,


 


(1)            extraordinary,
non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including any unusual or non-recurring
operating expenses directly attributable to the implementation of cost savings initiatives and any accruals or reserves in respect of
any extraordinary, non-recurring or unusual items, severance, relocation costs, signing costs, retention or completion bonuses, other
executive recruiting and retention costs, transition costs, costs related to closure/consolidation of facilities or offices and curtailments
or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities and charges resulting
from changes in estimates, valuations and judgments)), and any other unusual or non-recurring items,


 


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


 


(3)            [reserved],


 


(4)            the
Net Income for such period of any Person that is an Unrestricted Subsidiary and any Person that is not a Subsidiary or that is accounted
for by the equity method of accounting; provided that Consolidated Net Income shall be increased by the amount of dividends or distributions
or other payments that are actually paid in cash or Cash Equivalents (or, if not paid in cash or Cash Equivalents, but later converted
into cash or Cash Equivalents, upon such conversion) by such Person to the referent Person or a Restricted Subsidiary thereof in respect
of such period,


 


(5)            any
fees and expenses (including any transaction or retention bonus or similar payment) incurred during such period, or any amortization
thereof for such period, in connection with any acquisition, Investment, recapitalization, asset sale, disposition, issuance or
repayment of indebtedness, issuance of equity interests, refinancing transaction or amendment or modification of any debt instrument
(in each case, including any such transaction consummated prior to the Issue Date and any such transaction initiated but not completed)
and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or
not successful (including, for the avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with FASB
Accounting Standards Codification Topic 805—Business Combinations and gains or losses associated with FASB Accounting Standards
Codification Topic 460—Guarantees),


 


(6)            any
net after-tax income (loss) for such period attributable to the early extinguishment of Indebtedness, Hedging Obligations or other derivative
instruments (including deferred financing costs written off and premiums paid),


 


(7)            [reserved],


 


(8)            non-cash
expenses and costs relating to any equity-based incentive plan, including the issuance of stock-based awards, partnership interest-based
awards and similar incentive-based compensation awards or arrangements,


 






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(9)              any
valuation allowance for mortgage loans held-for-investment and/or any change in fair value of debt in relation to securitized loans in
accordance with GAAP that require no additional capital or equity contributions to such Person,


 


(10)            any
change in fair value due to changes in valuation inputs or assumptions used in the valuation model of MSRs (either assets or liabilities)
carried at fair value and any change in the provision for impairment of MSRs carried at the lower of amortized cost or fair value,


 


(11)            any
gain or loss related to the fair market value of economic hedges related to MSRs or other mortgage related assets or securities (other
than economic hedges related to mortgage loans held for sale), to the extent that such other mortgage related assets or securities are
valued at fair market value and gains and losses with respect to such related assets or securities have been excluded pursuant to another
clause of this provision;


 


(12)            any
aggregate gain (loss) (less all fees and expenses relating thereto) on asset sales, disposals or abandonments or reserves relating thereto
(other than asset sales, disposals or abandonments in the ordinary course of business) or discontinued operations (from the time of such
disposition, provided that if such operations are classified as discontinued due to the fact that they are subject to an agreement to
dispose of such operations, only when and to the extent such operations are actually disposed of),


 


(13)            any
gain (loss) attributable to the mark-to-market movement in the valuation of Hedging Obligations or other derivative instruments pursuant
to FASB Accounting Standards Codification Topic 815—Derivatives and Hedging or mark-to-market movement of other financial instruments
pursuant to FASB Accounting Standards Codification Topic 825—Financial Instruments (other than those related to loans held for sale),


 


(14)            any
non-cash gain (loss) related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Hedging Obligations
for currency exchange risk and revaluations of intercompany balances and other balance sheet items),


 


(15)            any
non-cash expenses, accruals or reserves related to adjustments to historical tax exposures (provided, in each case, that the cash
payment in respect thereof in such future period shall be subtracted from Consolidated Net Income for the period in which such cash payment
was made),


 


(16)            any
impairment charge or asset write-off or write-down (including related to intangible assets (including goodwill), long-lived assets, and
investments in debt and equity securities),


 


(17)            solely
for the purpose of determining the amount available for Restricted Payments under Section 10.10(a)(3)(a) and Section 10.10(a)(3)(b),
the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent the declaration
or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted
without any prior governmental approval (which has not been obtained) or, directly or indirectly, is otherwise restricted by the 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, unless such restriction with respect to the payment of dividends or similar distributions
has been legally waived or released (or the Issuer reasonably believes such restriction could be waived or released and is using commercially
reasonable efforts to pursue such waiver or release); provided that Consolidated Net Income of the Issuer will be increased by the amount
of dividends or other distributions or other payments actually paid in cash or Cash Equivalents (or, if not paid in cash or Cash Equivalents,
but later converted into cash or Cash Equivalents, upon such conversion) to the Issuer or a Restricted Subsidiary thereof in respect of
such period, to the extent not already included therein,


 






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(18)            the
effect of any non-cash gain or loss associated with (i) liabilities created in respect of a Co-Investment Transaction or (ii) MSR
financing liabilities, in each case, as a result of the accounting treatment thereof under GAAP,


 


(19)            any
non-cash change in fair value of excess servicing spread liability,


 


(20)            any
non-cash change in fair value of liabilities under the tax receivable agreement, and


 


(21)            any
valuation allowance for Servicing Advances.


 


There shall be excluded from Consolidated Net Income
for any period the effects from applying acquisition method accounting, including applying acquisition method accounting to inventory,
property and equipment, loans and leases, software and other intangible assets and deferred revenue (including deferred costs related
thereto and deferred rent) required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments
pushed down to such Person and its Restricted Subsidiaries), as a result of any acquisition or Investment consummated prior to the Issue
Date and any other acquisition (by merger, consolidation, amalgamation or otherwise) or other Investment or the amortization or write-off
of any amounts thereof.


 


In addition, to the extent not already included in
Consolidated Net Income, Consolidated Net Income shall include the amount of proceeds received or, so long as such Person has made a determination
that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the
extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so
added back in any prior period to the extent not so reimbursed within the applicable 365-day period), due from business interruption insurance
or reimbursement of expenses and charges that are covered by indemnification and other reimbursement provisions in connection with any
acquisition or other Investment or any disposition of any asset permitted under this Indenture.


 


“Consolidated
Tangible Net Worth” means, as of any Applicable Calculation Date, the excess of the total assets over the total liabilities,
in each case of the Issuer and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, excluding (a) goodwill
and (b) other intangibles (but including MSRs, carried interest and capitalized software), computed as of the end of the most recent
fiscal quarter for which internal financial statements are available immediately preceding the Applicable Calculation Date; provided that,
for purposes of testing the covenants under this Indenture in connection with any transaction, the Consolidated Tangible Net Worth of
such Person and its Restricted Subsidiaries shall be adjusted to reflect such pro forma adjustments as are appropriate and consistent
with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio (other than as set forth in the first
proviso to the first paragraph of such definition).


 






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“Consolidated Total Indebtedness”
means, as at any date of determination, an amount equal to the sum of (1) the aggregate amount of all outstanding Indebtedness of
the Issuer and its Restricted Subsidiaries on a consolidated basis (and excluding, for the avoidance of doubt, (A) all undrawn amounts
under revolving credit facilities (except to the extent of any Elected Amount), (B) Hedging Obligations and (C) performance
bonds or any similar instruments) and (2) the aggregate amount of all outstanding Disqualified Stock of the Issuer and all Preferred
Stock of the Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to
the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined
on a consolidated basis in accordance with GAAP. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified
Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified
Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value
of such Disqualified Stock or Preferred Stock, such fair market value shall be determined in good faith by the senior management of the
Issuer.


 


“Consolidated Total Indebtedness to Consolidated
Tangible Net Worth Ratio” means, as of any Applicable Calculation Date, the ratio of (1) Consolidated Total Indebtedness
of the Issuer and its Restricted Subsidiaries to (2) Consolidated Tangible Net Worth, in each case, computed as of the end of the
most recent fiscal quarter for which internal financial statements are available immediately preceding the Applicable Calculation Date
with such pro forma adjustments to Consolidated Total Indebtedness and Consolidated Tangible Net Worth as are appropriate and consistent
with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio; provided that, for purposes of the
calculation of Consolidated Total Indebtedness to Consolidated Tangible Net Worth Ratio, in connection with the incurrence of any Indebtedness
permitted by Section 10.11, the Issuer may elect, pursuant to an Officer’s Certificate delivered to the Trustee, to treat all
or any portion of the commitment (any such amount elected until revoked as described below, an “Elected Amount”) under
any Indebtedness which is to be incurred (or any commitment in respect thereof) as being incurred as of the Applicable Calculation Date
and (i) any subsequent incurrence of such Indebtedness under such commitment (so long as the total amount under such Indebtedness
does not exceed the Elected Amount) shall not be deemed, for purposes of this calculation, to be an incurrence of additional Indebtedness
at such subsequent time, (ii) the Issuer may revoke an election of an Elected Amount pursuant to an Officer’s Certificate delivered
to the Trustee and (iii) for purposes of all subsequent calculations of the Consolidated Total Indebtedness to Consolidated Tangible
Net Worth Ratio, the Elected Amount (if any) shall be deemed to be outstanding, whether or not such amount is actually outstanding, so
long as the applicable commitment remains outstanding.


 


“Contingent Obligations” means,
with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute
Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,


 


(1)            to
purchase any such primary obligation or any property constituting direct or indirect security therefor,


 


(2)            to
advance or supply funds:


 


(a)            for
the purchase or payment of any such primary obligation, or


 


(b)            to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor,
or


 






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(3)            to
purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation against loss in respect thereof.


 


“Controlled Investment Affiliate”
means, as to any Person, any other Person, other than any Investor, which directly or indirectly controls, is controlled by, or is under
common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or
indirect equity or debt investments in the Issuer and/or other Persons.


 


“Corporate Indebtedness” means,
with respect to any Person, the aggregate consolidated amount of Indebtedness of such Person and its Restricted Subsidiaries then outstanding
that would be shown on a consolidated balance sheet of such Person and its Restricted Subsidiaries (excluding, for the purpose of this
definition, Indebtedness incurred under clauses (3), (6), (7), (8), (9), (14), (21)(B), (26), (27) and (29) of Section 10.11(b)).


 


“Corporate Trust Office” means
the principal corporate trust office of the Trustee, at which at any particular time its corporate trust business in relation to this
Indenture shall be administered, which office at the date of execution of this Indenture is located at U.S. Bank National Association,
West Side Flats St Paul, 60 Livingston Ave., EP-MN-WS3C, Saint Paul, MN 55107, except that with respect to presentation of the Notes for
payment or for registration of transfer or exchange, such term shall mean the office or agency of the Trustee at which, at any particular
time, its corporate agency business in relation to this Indenture shall be conducted.


 


“Covenant Defeasance” has the
meaning specified in Section 13.03 of this Indenture.


 


“Covenant Suspension Event” has
the meaning specified in Section 10.18(a) of this Indenture.


 


“Credit Enhancement Agreements”
means, collectively, any documents, instruments, guarantees or agreements entered into by the Issuer, any of its Restricted Subsidiaries
or any Securitization Entity for the purpose of providing credit support (that is reasonably customary as determined by Issuer’s
senior management) with respect to any Permitted Funding Indebtedness or Permitted Securitization Indebtedness.


 


“Credit Facilities” means, with
respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities or other financing arrangements (including, without
limitation, commercial paper facilities with banks or other institutional lenders or investors or indentures) providing for revolving
credit loans, term loans, letters of credit or other indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments
and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or
refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities with banks or other institutional
lenders or investors that replace, refund, refinance, extend, renew, restate, amend, supplement or modify any part of the loans, notes,
other credit facilities or commitments thereunder, including any such exchanged, replacement, refunding, refinancing, extended, renewed,
restated, amended, supplemented or modified facility or indenture that increases the amount permitted to be borrowed or issued thereunder
or alters the maturity thereof (provided that such increase in borrowings or issuance is permitted under Section 10.11) or adds Restricted
Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of
lenders or other holders or investors.


 






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“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.


 


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


 


“Defaulted Interest” has the meaning
specified in Section 3.07(b) of this Indenture.


 


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


 


“Designated Non-cash Consideration”
means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale
that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such
valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of or collection
or payment on such Designated Non-cash Consideration. A particular item of Designated Non-cash Consideration will no longer be considered
to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in exchange
for consideration in the form of cash or Cash Equivalents in compliance with Section 10.17.


 


“Designated Preferred Stock” means
Preferred Stock of the Issuer, any Restricted Subsidiary or any Parent Entity (in each case other than Disqualified Stock) that is issued
for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries)
and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer
of the Issuer or the applicable Parent Entity, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded
from the calculation set forth in Section 10.10(a)(3).


 


“Disqualified Stock” means, with
respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible
or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely
as a result of a change of control, fundamental change, asset sale, casualty, condemnation or eminent domain) pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control, fundamental
change, asset sale, casualty, condemnation or eminent domain), in whole or in part, in each case prior to the date 91 days after
the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital
Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or any Parent Entity or by any such plan to
such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the
Issuer or its Subsidiaries or any Parent Entity in order to satisfy applicable statutory or regulatory obligations or as a result of such
employees’ termination, death or disability; provided, further, that any Capital Stock held by any future, current or former employee,
director, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted
transferee thereof) of the Issuer, any of its Subsidiaries or any Parent Entity shall not constitute Disqualified Stock solely because
it may be required to be repurchased by the Issuer or its Subsidiaries or any Parent Entity pursuant to any stockholders’ agreement,
management equity plan, stock option plan or any other management or employee benefit plan or agreement or in order to satisfy applicable
statutory or regulatory obligations. Notwithstanding anything to the contrary in the foregoing, Permitted Warrant Transactions shall not
constitute Disqualified Stock.


 






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“Domestic Subsidiary” means, with
respect to any Person, any Restricted Subsidiary of such Person that is organized or existing under the laws of the United States, any
state thereof or the District of Columbia.


 


“Elected Amount” has the meaning
given to such term in the definition of “Consolidated Total Indebtedness to Consolidated Tangible Net Worth Ratio.”


 


“EMU” means economic and monetary
union as contemplated in the Treaty on European Union.


 


“Equity Claw Redemption Amount”
has the meaning specified in Section 11.01(a) of this Indenture.


 


“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 any public
or private sale or issuance of common equity or Preferred Stock of the Issuer or any Parent Entity (excluding Disqualified Stock), other
than:


 


(1)            public
offerings with respect to the Issuer’s or any of its Parent Entity’s common stock registered on Form S-8;


 


(2)            issuances
to any Subsidiary of the Issuer; and


 


(3)            any
such public or private sale or issuance that constitutes an Excluded Contribution.


 


“euro” means the single currency
of participating member states of the EMU.


 


“Event of Default” has the meaning
specified in Section 5.01 of this Indenture.


 


“Excess Proceeds” has the meaning
specified in Section 10.17(c) of this Indenture.


 


“Excess Spread Sale” means any
sale in the ordinary course of business and for fair market value of any excess servicing fee spread under any MSR.


 


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


 


“Excluded Contribution” means
net cash proceeds or the fair market value of marketable securities received by the Issuer or a Parent Entity to the extent contributed
to the Issuer from (1)  contributions to its common equity capital or (2) the sale (other than to a Subsidiary of the Issuer
or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of
Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer or any Parent Entity to the extent contributed
to the Issuer, in either case, designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital
contributions are made.


 






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“Excluded Restricted Subsidiary”
means any existing or newly acquired or created Subsidiary of the Issuer that is designated as a Restricted Subsidiary but prohibited,
in the reasonable judgment of the Issuer, from guaranteeing the Notes by any applicable law, regulation or contractual restriction existing
at the time such Subsidiary becomes a Restricted Subsidiary and which, in the case of any such contractual restriction, in the good faith
opinion of the management of the Issuer, cannot be removed through commercially reasonable efforts.


 


“Existing Facilities”
means, collectively, the Existing Servicing Advance Facilities, the Existing Warehouse Facilities and the Existing MSR Facilities.


 


“Existing MSR Facilities” means
the MSR Facilities of the Issuer and its Restricted Subsidiaries in existence on the Issue Date, in each case, together with the related
documents thereto (including, without limitation, any security documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity
of, increasing the interest rate or fees applicable thereto, refinancing, replacing or otherwise restructuring (including adding Subsidiaries
of the Issuer as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor
or replacement agreement and whether by the same or any other agent, lender or group of lenders.


 


“Existing Servicing Advance Facilities”
means the Servicing Advance Facilities of the Issuer and its Restricted Subsidiaries in existence on the Issue Date, in each case, together
with the related documents thereto (including, without limitation, any security documents), in each case as such agreements may be amended
(including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending
the maturity of, increasing the interest rate or fees applicable thereto, refinancing, replacing or otherwise restructuring (including
adding Subsidiaries of the Issuer as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.


 


“Existing Warehouse Facilities”
means the Warehouse Facilities of the Issuer and its Restricted Subsidiaries in existence on the Issue Date, in each case, together with
the related documents thereto (including, without limitation, any security documents), in each case as such agreements may be amended
(including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending
the maturity of, increasing the interest rate or fees applicable thereto, refinancing, replacing or otherwise restructuring (including
adding Subsidiaries of the Issuer as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.


 


“fair market value” means, with
respect to any Investment, asset, property or liability, the fair market value of such Investment, asset, property or liability as determined
in good faith by the Board or the senior management of the Issuer.


 


“Fannie Mae” means Fannie Mae,
also known as The Federal National Mortgage Association, or any successor thereto.


 


“Fitch” means Fitch Ratings Inc.
and any successor to its rating agency business.


 






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“Fixed Charge Coverage Ratio”
means, with respect to any Person as of any Applicable Calculation Date, the ratio of Consolidated EBITDA of such Person for the Applicable
Measurement Period to the Fixed Charges of such Person for such Applicable Measurement Period. In the event that the Issuer or any Restricted
Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness or issues or redeems Disqualified Stock
or Preferred Stock subsequent to the commencement of the Applicable Measurement Period but on or prior to the Applicable Calculation Date,
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption,
repayment, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock (in each
case, including a pro forma application of the net proceeds therefrom), as if the same had occurred at the beginning of the Applicable
Measurement Period; provided, however, that the pro forma calculation shall not give effect to any Indebtedness incurred on such determination
date pursuant to the provisions described under Section 10.11(b) (other than pursuant to Section 10.11(b)(18)); provided,
further, that for purposes of the calculation of the Fixed Charge Coverage Ratio, in connection with the incurrence of any Indebtedness
pursuant to Section 10.11(a), the Issuer may elect, pursuant to an Officer’s Certificate delivered to the Trustee, to
treat an Elected Amount under any Indebtedness which is to be incurred (or any commitment in respect thereof), as being incurred as of
the Applicable Calculation Date and (1) any subsequent incurrence of Indebtedness under such commitment that was so treated (so long
as the total amount under such Indebtedness does not exceed the Elected Amount) shall not be deemed, for purposes of this calculation,
to be an incurrence of additional Indebtedness at such subsequent time, (2) the Issuer may revoke an election of an Elected Amount
pursuant to an Officer’s Certificate delivered to the Trustee and (3) for subsequent calculations of the Fixed Charge Coverage
Ratio, the Elected Amount (if any) shall be deemed to be outstanding, whether or not such amount is actually outstanding, so long as the
applicable commitment remains outstanding.


 


For purposes of making the computation referred to
above, Investments, acquisitions, asset originations, purchases of assets, MSRs, Servicing Advances or servicing rights, dispositions,
mergers , amalgamations, consolidations and disposed operations (as determined in accordance with GAAP) and operational changes that have
been made by the Issuer or any of its Restricted Subsidiaries during the Applicable Measurement Period or subsequent to such Applicable
Measurement Period and on or prior to or simultaneously with the Applicable Calculation Date shall be calculated on a pro forma basis
assuming that all such Investments, acquisitions, asset originations, purchases of assets, MSRs, Servicing Advances or servicing rights,
dispositions, mergers, amalgamations, consolidations, disposed operations and operational changes (and the change in any associated fixed
charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Applicable Measurement
Period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated
with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition,
asset origination, purchase of assets, MSRs, Servicing Advances or servicing rights, disposition, merger, amalgamation, consolidation
or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect thereto for such Applicable Measurement Period as if such Investment, acquisition, asset origination, purchase
of assets, MSRs, Servicing Advances or servicing rights, disposition, merger, amalgamation, consolidation or disposed operation had occurred
at the beginning of the Applicable Measurement Period.


 






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For purposes of this definition, whenever pro forma
effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting
officer of the Issuer (and may include, for the avoidance of doubt and without duplication, cost savings, operating expense reductions
and synergies resulting from any Asset Sale or other disposition or such Investment, acquisition, asset origination, purchase of assets,
MSRs, Servicing Advances or servicing rights, disposition, merger, amalgamation or consolidation or other transaction, in each case calculated
in accordance with and permitted by clause (1)(l) of the definition of “Consolidated EBITDA” herein). The Issuer shall
be entitled in calculating the Fixed Charge Coverage Ratio: (1) to treat the entry into a bona fide subservicing agreement in respect
of MSRs as an asset acquisition and (2) to give effect in such pro forma calculation to any bona fide binding definitive agreement,
subject to customary closing conditions, for any transaction that upon the consummation thereof would be subject to the foregoing paragraph
(including any related incurrence or repayment of Indebtedness). If any Indebtedness bears a floating rate of interest and is being given
pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Applicable Calculation Date had
been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest
on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting
officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of
making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis
shall be computed based upon the average daily balance of such Indebtedness during the applicable period or, if lower, the maximum commitments
under such revolving credit facility as of the Applicable Calculation Date. Interest on Indebtedness that may optionally be determined
at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed
to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.


 


“Fixed Charges” means, with respect
to any Person and its Restricted Subsidiaries for any period, the sum of (without duplication):


 


(1)            Consolidated
Interest Expense on Corporate Indebtedness of such Person for such period;


 


(2)            all
cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such
period; and


 


(3)            all
cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such
period.


 


“Foreign Subsidiary” means, with
respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States,
any state thereof or the District of Columbia.


 


“Freddie Mac” means Freddie Mac,
also known as The Federal Home Loan Mortgage Corporation, or any successor thereto.


 


“FSHCO” means any direct or indirect
Domestic Subsidiary of the Issuer substantially all the assets of which are Equity Interests and/or indebtedness of one or more direct
or indirect Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the
Code.


 


“Funding Guarantor” has the meaning
specified in Section 12.05 of this Indenture.


 


“GAAP”
means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession,
which are in effect from time to time; provided that all terms of an accounting or financial nature used in this Indenture shall be construed,
and all computations of amounts and ratios referred to in this Indenture shall be made (a) without giving effect to any election
under FASB Accounting Standards Codification Topic 825— Financial Instruments, or any successor thereto (including pursuant to the
FASB Accounting Standards Codification), to value any Indebtedness of the Issuer or any Subsidiary at “fair value,”
as defined therein and (b) the amount of any Indebtedness under GAAP with respect to Capitalized Lease Obligations shall be determined
in accordance with the definition of Capitalized Lease Obligations.


 






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If there occurs a change in generally accepted accounting
principles and such change would cause a change in the method of calculation of any standards, terms or measures used in a covenant under
Article Ten as determined in good faith by the Issuer (an “Accounting Change”), then the Issuer may elect, as
evidenced by a written notice of the Issuer to the Trustee, that such standards, terms or measures shall be calculated as if such Accounting
Change had not occurred.


 


“Ginnie Mae” means Ginnie Mae,
also known as The Government National Mortgage Association, or any successor thereto.


 


“Government Securities” means
securities that are:


 


(1)            direct
obligations of, or obligations guaranteed by, the United States for the timely payment of which its full faith and credit is pledged;
or


 


(2)            obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States,


 


which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on
any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except
as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest
on the Government Securities evidenced by such depository receipt.


 


“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 letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.


 


“Guarantee” means the guarantee
by any Guarantor of the Issuer’s Obligations under this Indenture and the Notes.


 


“Guarantor” means each Restricted
Subsidiary of the Issuer that executes this Indenture as a Guarantor on the Issue Date and each other Restricted Subsidiary of the Issuer
that thereafter guarantees the Notes in accordance with the terms of this Indenture, until, in each case, such Person is released from
the guarantee of the Notes in accordance with the terms of this Indenture; provided that any Excluded Restricted Subsidiary, any Securitization
Entity, any Warehouse Facility Trust, any MSR Facility Trust, any Foreign Subsidiary, any Domestic Subsidiary of a Foreign Subsidiary
which is a CFC and any FSHCO shall not be deemed to be Guarantors.


 






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“Hedging Obligations” means, with
respect to any Person, (1) the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest
rate floor agreement, interest rate collar agreement, forward hedge and TBA contracts, mortgage sale contracts, “interest only”
mortgage derivative assets or other mortgage derivative products, future contracts and options on future contracts on the Eurodollar,
Federal Funds, Treasury bills and Treasury rates, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign
exchange contract, currency swap agreement or similar agreement providing for the transfer, modification or mitigation of interest rate,
currency, commodity or equity risks either generally or under specific contingencies and (2) any and all transactions of any kind,
and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published
by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement. Notwithstanding the foregoing, Permitted Equity Derivatives shall not constitute
Hedging Obligations.


 


“holder” means, with reference
to any Indebtedness or other Obligations, any holder or lender of, or trustee or collateral agent or other authorized representative with
respect to, such Indebtedness or Obligations, and, in the case of Hedging Obligations, any counterparty to such Hedging Obligations.


 


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


 


“Immediate Family Members” means
with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent,
spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law (including adoptive
relationships), and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing
individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which
any such individual is the donor.


 


“incur” has the meaning specified
in Section 10.11(a) of this Indenture.


 


“incurrence” has the meaning specified
in Section 10.11(a) of this Indenture.


 


“Indebtedness” means, with respect
to any Person, without duplication:


 


(1)            any
indebtedness (including principal and premium) of such Person, whether or not contingent:


 


(a)            in
respect of borrowed money;


 


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


 


(c)            representing
the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such
balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor,
in each case accrued in the ordinary course of business, and (ii) any earn-out obligations until such obligation is reflected as
a liability on the balance sheet of such Person in accordance with GAAP and if not paid within 120 days after becoming due and payable;
or


 






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(d)            representing
the net obligations under any Hedging Obligations;


 


if and to the extent that any of the foregoing
Indebtedness in clauses (a) through (d) (other than letters of credit and Hedging Obligations) would appear as a liability upon
a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided that Indebtedness of any Parent
Entity appearing on the balance sheet of the Issuer solely by reason of push-down accounting under GAAP shall be excluded;


 


(2)            to
the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the
obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance
sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business;
provided that the amount of Indebtedness of any Person for purposes of this clause (2) shall be deemed to be equal to the aggregate
unpaid amount of such Indebtedness; and


 


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


 


provided, however, that notwithstanding the foregoing, Indebtedness
shall be deemed not to include (A) Contingent Obligations incurred in the ordinary course of business, (B) accrued expenses
and royalties, (C) obligations under or in respect of operating leases or Sale and Lease-Back Transactions (except any resulting
Capitalized Lease Obligations), or (D) asset retirement obligations and obligations in respect of performance bonds, reclamation
and workers’ compensation (including pensions and retiree medical care) that are not overdue by more than 90 days.


 


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


 


“Independent Financial Advisor”
means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized
standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.


 


“Initial Notes” has the meaning
specified in the recitals of this Indenture.


 


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


 


“Investment Grade Rating” means
a rating equal to or higher than (x) Baa3 (or the equivalent), with respect to Moody’s, (y) BBB- (or the equivalent),
with respect to S&P, or (z) BBB- (or the equivalent), with respect to Fitch, or in each case, an equivalent rating by any other
Rating Agency.


 






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“Investment Grade Securities”
means:


 


(1)            securities
issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents),


 


(2)            debt
securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or
advances among the Issuer and its Subsidiaries,


 


(3)            investments
in any fund that invests at least 90% of its assets in investments of the type described in clauses (1) and (2), which fund
may also hold immaterial amounts of cash pending investment or distribution, and


 


(4)            corresponding
instruments in countries other than the United States customarily utilized for high-quality investments.


 


“Investments” means, with respect
to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances
or capital contributions (excluding (x) accounts receivable, trade credit, advances to customers, commission, moving, entertainment,
travel and similar expenses and advances to officers, directors, managers, employees and consultants, in each case made in the ordinary
course of business or consistent with past practice, (y) deposits made in the ordinary course of business or customary deposits into
reserve accounts related to Securitizations or (z) residential mortgage loans in the ordinary course of business, warehouse loans
secured by residential mortgage loans and related assets, drawing accounts and similar expenditures in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and
investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner
as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. Notwithstanding
anything to the contrary in the foregoing, Permitted Equity Derivatives shall not constitute Investments.


 


For purposes of the definition of “Unrestricted
Subsidiary” and Section 10.10:


 


(1)            “Investments”
shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net
assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that
upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment”
in an Unrestricted Subsidiary in an amount (if positive) equal to:


 


(a)            the
Issuer’s “Investment” in such Subsidiary at the time of such redesignation; less


 


(b)            the
portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary
at the time of such redesignation; and


 


(2)            any
property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each
case as determined by the Issuer.


 


The amount of any Investment outstanding at any time
shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or
other amount received in cash or Cash Equivalents by the Issuer or a Restricted Subsidiary in respect of such Investment.


 






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“Investors” means HC Partners,
LLC and its Affiliates (including the funds, partnerships or other co-investment vehicles managed, advised or controlled thereby but other
than, in each case, any portfolio company of any of the foregoing or the Issuer and its Subsidiaries).


 


“Issue Date” means September 16,
2021.


 


“Issuer” means PennyMac Financial
Services, Inc.


 


“Issuer Request” or “Issuer
Order” means a written request or order signed in the name of the Issuer by an Officer thereof, and delivered to the
Trustee.


 


“Legal Defeasance” has the meaning
specified in Section 13.02 of this Indenture.


 


“Legal Holiday” means a Saturday,
a Sunday or a day on which commercial banking institutions are not required or authorized to be open in the State of New York.


 


“Lien” means, with respect to
any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance
of any kind in respect of such asset, whether or not filed, recorded, registered, published 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 Uniform Commercial Code (or equivalent
statutes) of any jurisdiction; provided that in no event shall an operating lease or a transfer of assets pursuant to a Co-Investment
Transaction be deemed to constitute a Lien.


 


“Limited Condition Acquisition”
means any acquisition or Investment, including by way of merger, amalgamation or consolidation, by the Issuer or one or more of its Restricted
Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing; provided that solely
for purposes of Section 10.10(a)(3), Consolidated Net Income shall not include any Consolidated Net Income of or attributable to
the target company or assets associated with any such Limited Condition Acquisition unless and until the closing of such Limited Condition
Acquisition shall have actually occurred.


 


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


 


“Market Capitalization” means
an amount equal to (1) the total number of issued and outstanding shares of common Equity Interests of the Issuer or any Parent Entity
on the date of the declaration of a Restricted Payment permitted pursuant to Section 10.10(b)(8) multiplied by (2) the
arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common
Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted
Payment.


 






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


 


“Moody’s” means Moody’s
Investors Service, Inc. and any successor to its rating agency business.


 


“MSR” means mortgage servicing
rights (including master servicing rights and excess mortgage servicing rights) entitling the holder to service mortgage loans.


 


“MSR Facility” means any financing
arrangement of any kind, including, but not limited to, financing arrangements in the form of repurchase facilities, loan agreements,
note and/or other security issuance facilities and commercial paper facilities (excluding in all cases, Securitizations), with a financial
institution or other lender (including, without limitation, any Specified Government Entity) or purchaser, in each case, primarily to
finance or refinance the purchase, origination, pooling or funding by the Issuer or a Restricted Subsidiary of the Issuer of MSRs originated,
purchased, or owned by the Issuer or any Restricted Subsidiary of the Issuer, including, for the avoidance of doubt, any arrangement secured
by MSRs held by the Issuer or any Restricted Subsidiary of the Issuer.


 


“MSR Facility Trust” means any
Person (whether or not a Subsidiary of the Issuer) established for the purpose of issuing notes or other securities in connection with
an MSR Facility, which (1) notes and securities are backed by specified MSRs originated or purchased by, and/or contributed to, such
Person from the Issuer or any of its Restricted Subsidiaries, or (2) notes and securities are backed by specified mortgage loans
purchased by, and/or contributed to, such Person from the Issuer or any of its Restricted Subsidiaries.


 


“MSR Indebtedness” means Indebtedness
in connection with an MSR Facility; the amount of any particular MSR Indebtedness as of any date of determination shall be calculated
in accordance with GAAP.


 


“Net Income” means, with respect
to any Person, the net income (loss) attributable to such Person and its Restricted Subsidiaries, determined on a consolidated basis in
accordance with GAAP and before any reduction in respect of Preferred Stock (other than Disqualified Stock) dividends.


 


“Net
Proceeds” means the aggregate cash proceeds and the fair market value of any Cash Equivalents received by the Issuer or any
of the Restricted Subsidiaries in respect of any Asset Sale, including any cash or Cash Equivalents received upon the sale or other disposition
of any Designated Non-cash Consideration received in any Asset Sale, net of (1) fees, out-of-pocket expenses and other direct
costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including, without limitation,
legal, accounting, consulting, investment banking and other customary fees, underwriting discounts and commissions, survey costs, title
and recordation expenses, title insurance premiums, payments made in order to obtain a necessary consent or required by applicable law
and brokerage and sales commissions and any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result
thereof or any transactions occurring or deemed to occur to effectuate a payment under this Indenture (including transfer taxes, deed
or mortgage recording taxes and estimated taxes payable in connection with any repatriation of funds and after taking into account any
available tax credits or deductions and any tax sharing arrangements), (3) amounts required to be applied to the repayment of principal,
premium, if any, and interest on Senior Indebtedness, Indebtedness of any Restricted Subsidiary or Indebtedness secured by a Lien
on such assets and in each case required (other than pursuant to Section 10.17(b)(1)) to be paid as a result of such transaction,
(4) the pro rata portion of Net Proceeds thereof attributable to minority interests and not available for distribution to or for
the account of the Issuer and the Restricted Subsidiaries as a result thereof, (5) any costs associated with unwinding any related
Hedging Obligations in connection with such transaction, (6) any deduction of appropriate amounts to be provided by the Issuer or
any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of
in such transaction and retained by the Issuer or any of the Restricted Subsidiaries after such sale or other disposition thereof, including
pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification
obligations associated with such transaction, (7) any portion of the purchase price from an Asset Sale placed in escrow, whether
as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such Asset Sale or otherwise in connection
with such Asset Sale; provided, that upon the termination of that escrow (other than in connection with a payment in respect of any such
adjustment or satisfaction of indemnities), Net Proceeds will be increased by any portion of funds in the escrow that are released to
the Issuer or any of its Restricted Subsidiaries and (8) the amount of any liabilities (other than Indebtedness in respect of the
Notes) directly associated with such asset being sold and retained by the Issuer or any of its Restricted Subsidiaries.


 






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“Net Short” means, with respect
to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds
the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination
or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined
in the 2014 ISDA Credit 134 Derivatives Definitions) to have occurred with respect to either Issuer or any Guarantor immediately prior
to such date of determination.


 


“Non-Recourse Indebtedness” means,
with respect to any Person, Indebtedness that is:


 


(1) specifically advanced to finance
the acquisition of investment assets and secured only by the assets to which such Indebtedness relates without recourse to such Person
or any of its Restricted Subsidiaries (other than subject to such customary carve-out matters for which such Person or its Restricted
Subsidiaries acts as a guarantor in connection with such Indebtedness, such as fraud, misappropriation, breach of representation and warranty
and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder against such Person (which
has not been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse
Indebtedness, to the extent that such claim is a liability of such Person for GAAP purposes);


 


(2) advanced to (i) such Person
or its Restricted Subsidiaries that holds investment assets or (ii) any of such Person’s Subsidiaries or group of such Person’s
Subsidiaries formed for the sole purpose of acquiring or holding investment assets, in each case, against which a loan is obtained that
is made without recourse to, and with no cross-collateralization against, such Person’s or any of such Person’s Restricted
Subsidiaries’ other assets (other than: (A) cross-collateralization against assets which serve as collateral for other Non-Recourse
Indebtedness; and (B) subject to such customary carve-out matters for which such Person or its Restricted Subsidiaries acts as a
guarantor in connection with such Indebtedness, such as fraud, misappropriation, breach of representation and warranty and misapplication,
unless, until and for so long as a claim for payment or performance has been made thereunder against such Person (which has not been satisfied)
at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse Indebtedness, to the extent
that such claim is a liability of such Person for GAAP purposes) and upon complete or partial liquidation of which the loan must be correspondingly
completely or partially repaid, as the case may be; or


 






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(3) specifically advanced to finance
the acquisition of real property and secured by only the real property to which such Indebtedness relates without recourse to such Person
or any of its Restricted Subsidiaries (other than subject to such customary carve-out matters for which such Person or any of its Restricted
Subsidiaries acts as a guarantor in connection with such Indebtedness, such as fraud, misappropriation, breach of representation and warranty
and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder against such Person (which
has not been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse
Indebtedness, to the extent that such claim is a liability of such Person for GAAP purposes),


 


provided that, notwithstanding the foregoing, to the extent that any
Non-Recourse Indebtedness is made with recourse to other assets of a Person or its Restricted Subsidiaries, only that portion of such
Non-Recourse Indebtedness that is recourse to such other assets or Restricted Subsidiaries shall be deemed not to be Non-Recourse Indebtedness.


 


“Note Register” and “Note
Registrar” have the respective meanings specified in Section 3.02.


 


“Notes” means the Initial Notes
and any Additional Notes authenticated and delivered under this Indenture. The Initial Notes and the Additional Notes shall be treated
as a single class for all purposes of this Indenture, including waivers, amendments, redemptions and offers to purchase, and unless the
context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes actually issued; provided
that a separate CUSIPs and ISINs will be issued for each series of the Additional Notes, unless the Initial Notes and the Additional Notes
are treated as fungible for U.S. federal income tax purposes.


 


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


 


“Obligations” means any principal,
interest (including any interest accruing on or subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding
at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable
state, provincial, federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations
with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal,
interest, premium, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing
any Indebtedness; provided, that any of the foregoing (other than principal and interest) shall no longer constitute “Obligations”
after payment in full of such principal and interest except to the extent such obligations are fully liquidated and non-contingent on
or prior to such payment in full.


 


“Offering Memorandum” means the
Offering Memorandum, dated September 13, 2021, relating to the offering of the Notes.


 


“Officer” means the Chairman of
the Board, any Manager or Director, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President,
any Executive Vice President, Senior Vice President, Vice President or Assistant Vice President, the Treasurer, the Controller or the
Secretary or any other officer designated by any such individuals of the Issuer or any other Person, as the case may be, or, in the event
that the Issuer or such Person has no such officers, a person duly authorized under applicable law by the managers, members or a similar
body to act on behalf of the Issuer or such Person.


 






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“Officer’s Certificate”
means a certificate signed on behalf of the Issuer by an Officer of the Issuer or on behalf of any other Person, as the case may be, that
meets the requirements set forth in this Indenture.


 


“Opinion of Counsel” means a written
opinion from legal counsel who is reasonably acceptable to the Trustee (which opinion may be subject to customary assumptions and exclusions);
such legal counsel may be an employee of, or counsel to, the Issuer or a Parent Entity.


 


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


 


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


 


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


 


(3)            Notes,
except to the extent provided in Sections 13.02 and 13.03, with respect to which the Issuer has effected Legal Defeasance or
Covenant Defeasance as provided in Article Thirteen; and


 


(4)            Notes
which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Notes are held by a Protected Purchaser in whose hands the Notes are valid obligations of the Issuer;


 


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


 


“Parent Entity” means any Person
of which the Issuer becomes a Wholly-Owned Subsidiary for so long as the Issuer is a Wholly-Owned Subsidiary of such Person. Unless the
context otherwise requires, any references to Parent Entity refer to a Parent Entity of the Issuer.


 


“Pari Passu Indebtedness” has
the meaning specified in Section 10.17(c) of this Indenture.


 


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


 


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


 






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“Permitted Asset Swap” means the
substantially concurrent purchase and sale or exchange, including as a deposit for future purchases, of Related Business Assets or a combination
of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided
that any cash or Cash Equivalents received must be applied in accordance with Section 10.17.


 


“Permitted Bond Hedge Transaction”
means (a) any call option or capped call option (or substantively equivalent derivative transaction) on the common stock of the Issuer
or any Parent Entity purchased by the Issuer, any of its Subsidiaries or any Parent Entity in connection with an Incurrence of Permitted
Convertible Indebtedness, and (b) any call option or capped call option (or substantively equivalent derivative transaction) replacing
or refinancing the foregoing; provided, that (x) the sum of (i) the purchase price for any Permitted Bond Hedge Transaction
occurring after the Issue Date, plus (ii) the purchase price for any Permitted Bond Hedge Transaction it is refinancing or replacing,
if any, minus (iii) the cash proceeds received upon the termination, unwinding or the retirement of the Permitted Bond Hedge Transaction
it is replacing or refinancing, if any, less (y) the sum of (i) the cash proceeds from the sale of the related Permitted Warrant
Transaction, if any, plus (ii) the cash proceeds from the sale of any Permitted Warrant Transaction refinancing or replacing such
related Permitted Warrant Transaction, if any, minus (iii) the amount paid upon termination or retirement of such related Permitted
Warrant Transaction, if any, does not exceed the net cash proceeds from the incurrence of the related Permitted Convertible Indebtedness.


 


“Permitted Convertible Indebtedness”
means Indebtedness of the Issuer, any Parent Entity or any of the Restricted Subsidiaries permitted to be incurred pursuant to Section 10.11
that is (1) convertible into, or exchangeable for, Capital Stock of the Issuer or any Parent Entity (and cash in lieu of fractional
shares) and/or cash (in an amount determined by reference to the price of such common stock) and/or (2) sold as units with call options,
warrants, rights or obligations to purchase (or substantially equivalent derivative transactions) that are exercisable for Capital Stock
of the Issuer or any Parent Entity and/or cash (in an amount determined by reference to the price of such common stock).


 


“Permitted Convertible Indebtedness Call
Transaction” means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.


 


“Permitted Equity Derivatives”
means (1) any forward purchase, accelerated share purchase or other equity derivative transactions relating to the Equity Interests
of the Company entered into by the Company or any Restricted Subsidiary; provided that any Restricted Payment made in connection with
such transaction is permitted pursuant to Section 10.10 and (2) any Permitted Convertible Indebtedness Call Transactions.


 






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“Permitted Funding Indebtedness”
means (1) any Permitted Servicing Advance Facility Indebtedness, (2) any Permitted Warehouse Indebtedness, (3) any Permitted
Residual Indebtedness, (4) any Permitted MSR Indebtedness, (5) any Indebtedness under clauses (1), (2), (3) or (4) of
this definition that is acquired by the Issuer or any Subsidiary of the Issuer in connection with a transaction permitted under this Indenture,
(6) any facility that combines any Indebtedness under clauses (1), (2), (3), (4) or (5) of this definition and (7) any
refinancing of the Indebtedness under clauses (1), (2), (3), (4), (5) or (6) of this definition and advanced to the Issuer or
any of its Restricted Subsidiaries based upon, and secured by, Servicing Advances, mortgage related securities or derivatives, loans,
MSRs, consumer receivables, REO Assets, Residual Interests or other similar assets (or any interests in the foregoing) existing on the
Issue Date or created or acquired thereafter, provided, however, that solely as of the date of the incurrence of such Permitted Funding
Indebtedness, the amount of any excess (determined as of the most recent date for which internal financial statements are available) of
(x) the amount of any Indebtedness incurred in accordance with this clause (7) for which the holder thereof has contractual
recourse to the Issuer or its Restricted Subsidiaries to satisfy claims with respect thereto (excluding recourse for matters such as fraud,
misappropriation, breaches of representations, warranties and covenants and misapplication and customary indemnities in connection with
similar transaction) over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Indebtedness
shall not be Permitted Funding Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to Section 10.11,
except with respect to, and solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness incurred
under this clause (7) which excess shall be entitled to be incurred pursuant to any other provision under Section 10.11). The
amount of any Permitted Funding Indebtedness shall be determined in accordance with the definition of “Indebtedness.”


 


“Permitted Holders” means each
of (1) the Investors, (2) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act) of which any of the Persons described in clause (1) above or any Permitted Holder specified in the last sentence of this definition
are members and any member of such group; provided, that, in the case of such group and without giving effect to the existence of such
group or any other group, such Investors and Person or group specified in the last sentence of this definition, collectively, own, directly
or indirectly, more than 50% of the total voting power of the Voting Stock entitled to vote for the election of directors of the Issuer
having a majority of the aggregate votes on the Board of the Issuer held by such group and (3) any Permitted Parent. Any Person or
group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) whose acquisition of beneficial
ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of
this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.


 


“Permitted Investments” means:


 


(1)            any
Investment in the Issuer or any of its Restricted Subsidiaries (including guarantees of obligations of its Restricted Subsidiaries);


 


(2)            any
Investment in cash and Cash Equivalents or Investment Grade Securities;


 


(3)            any
Investment by the Issuer or any of its Restricted Subsidiaries in a Person (including, to the extent constituting an Investment, in assets
of a Person that represent substantially all of its assets or a division, business unit, product line or line of business, including research
and development and related assets in respect of any product) that is engaged directly or through entities that will be Restricted Subsidiaries
in a Similar Business if as a result of such Investment:


 


(a)            such
Person becomes a Restricted Subsidiary; or


 






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(b)            such
Person, in one transaction or a series of related transactions, is merged, amalgamated or consolidated with or into, or transfers or conveys
substantially all of its assets (or such division, business unit, product line or business) to, or is liquidated into, the Issuer or a
Restricted Subsidiary;


 


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, amalgamation, consolidation, transfer
or conveyance;


 


(4)            any
Investment in securities or other assets (including earn-outs) not constituting cash, Cash Equivalents or Investment Grade Securities
and received in connection with an Asset Sale made pursuant to Section 10.17 or any other disposition of assets not constituting
an Asset Sale;


 


(5)            any
Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting
of any extension, modification, replacement, reinvestment or renewal of any such Investment existing on the Issue Date or binding commitment
in effect on the Issue Date; provided that the amount of any such Investment may be increased in such extension, modification, replacement,
reinvestment or renewal only (a) as required by the terms of such Investment or binding commitment as in existence on the Issue Date
(including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or
(b) as otherwise permitted under this Indenture;


 


(6)            any
Investment acquired by the Issuer or any of its Restricted Subsidiaries:


 


(a)            in
exchange for any other Investment or accounts receivable, endorsements for collection or deposit held by the Issuer or any Restricted
Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other
Investment or accounts receivable, endorsements for collection or deposit;


 


(b)            in
satisfaction of judgments against other Persons;


 


(c)            as
a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer
of title with respect to any secured Investment in default; or


 


(d)            received
in compromise or resolution of (A) obligations of trade creditors, suppliers or customers that were incurred in the ordinary course
of business of the Issuer or any Restricted Subsidiary or consistent with past practice, including pursuant to any plan of reorganization
or similar arrangement upon the bankruptcy or insolvency of any trade creditor, supplier or customer, or (B) litigation, arbitration
or other disputes;


 


(7)            Hedging
Obligations permitted under Section 10.11(b)(14);


 






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(8)            any
Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this
clause (8) that are at that time outstanding, not to exceed the greater of (x) $175.0 million and (y) 5.0% of Consolidated
Tangible Net Worth at the time of such Investment (in each case, determined on the date such Investment is made, with the fair market
value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however,
that if any Investment pursuant to this clause (8) is made in any Person that is not a Restricted Subsidiary at the date of
the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed
to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (8);


 


(9)            Investments
the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer or any Parent Entity or any Unrestricted
Subsidiary; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under Section 10.10(a)(3);


 


(10)            guarantees
of Indebtedness permitted under Section 10.11, performance guarantees and Contingent Obligations incurred in the ordinary course
of business or consistent with past practice and the creation of Liens on the assets of the Issuer or any Restricted Subsidiary in compliance
with Section 10.12;


 


(11)            any
transaction to the extent it constitutes an Investment that is permitted by and made in accordance with Section 10.13(b) (except
transactions described in Section 10.13(b)(2), (3), (5) and (9));


 


(12)            any
Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment or other similar assets, or the licensing
or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;


 


(13)            additional
Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that
are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale
do not consist of cash or marketable securities), not to exceed the greater of (x) $245.0 million and (y) 7.0% of Consolidated
Tangible Net Worth; provided, however, that if any Investment pursuant to this clause (13) is made in any Person that is not a Restricted
Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment
shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this
clause (13);


 


(14)            Investments
by the Issuer or any of its Restricted Subsidiaries in Securitization Entities, Warehouse Facility Trusts, MSR Facility Trusts, Investments
in mortgage related securities or charge-off receivables in the ordinary course of business;


 


(15)            Investments
arising out of purchases of all remaining outstanding asset-backed securities issued by any Securitization Entity and/or Securitization
Assets of any Securitization Entity in the ordinary course of business or for the purpose of relieving the Issuer or a Subsidiary of the
Issuer of the administrative expense of servicing such Securitization Entity;


 


(16)            Investments
in MSRs (including in the form of repurchases of MSRs);


 


(17)            Investments
in Residual Interests in connection with any Securitization, Warehouse Facility or MSR Facility;


 






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(18)            Investments
by the Issuer or any Restricted Subsidiary in the form of loans extended to non-Affiliate borrowers in connection with any loan origination
business of the Issuer or such Restricted Subsidiary in the ordinary course of business;


 


(19)            Investments
in and making or origination of Servicing Advances, residential or commercial mortgage loans and Securitization Assets (whether or not
made in conjunction with the acquisition of MSRs) (including in the form of repurchases of any of the foregoing);


 


(20)            purchases
of mortgage backed securities or similar debt instruments related to a Similar Business;


 


(21)            Investments
in or guarantees of Indebtedness of one or more entities the sole purpose of which is to originate, acquire, securitize and/or sell loans
that are purchased, insured, guaranteed or securitized by any Specified Government Entity; provided that the aggregate amount of (1) Investments
in such entities plus (2) the aggregate principal amount of Indebtedness of such entities that are not Wholly-Owned Subsidiaries
which is recourse to the Issuer or any Guarantor shall not exceed an amount equal to 10% of the Issuer’s GAAP book equity as of
any date of determination;


 


(22)            loans
and advances to, or guarantees of Indebtedness of, officers, directors, managers, employees and consultants of the Issuer, any of its
Subsidiaries or any Parent Entity not in excess of the greater of (x) $35.0 million and (y) 1.0% of Consolidated Tangible Net
Worth outstanding at any one time, in the aggregate;


 


(23)            loans
and advances to officers, directors, managers, employees and consultants of the Issuer, any of its Subsidiaries or any Parent Entity for
business-related travel expenses, moving or relocation expenses, payroll advances and other analogous or similar expenses or payroll expenses,
in each case incurred in the ordinary course of business or consistent with past practice, or to fund such Person’s purchase of
Equity Interests of the Issuer or any Parent Entity;


 


(24)            advances,
loans or extensions of trade credit (including the creation of receivables) or prepayments to suppliers or lessors or loans or advances
made to distributors, and performance guarantees, in each case in the ordinary course of business or consistent with past practice by
the Issuer or any of its Restricted Subsidiaries;


 


(25)            Investments
consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with past practice;


 


(26)            repurchases
of the Notes;


 


(27)            Investments
in the ordinary course of business or consistent with past practice consisting of Uniform Commercial Code Article 3 endorsements
for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices;


 






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(28)            Investments
in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (28)
that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale
do not consist of cash or marketable securities, not to exceed the greater of (x) $140.0 million and (y) 4.0% of Consolidated
Tangible Net Worth at the time of such Investment (with the fair market value of each Investment being measured at the time made and without
giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (28) is made in
any Person that is an Unrestricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary
after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to
have been made pursuant to this clause (28);


 


(29)            [reserved];


 


(30)            Investments
of assets relating to non-qualified deferred payment plans in the ordinary course of business;


 


(31)            any
Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising
in the ordinary course of business or consistent with past practice;


 


(32)            contributions
to a “rabbi” trust for the benefit of employees, directors, managers, consultants, independent contractors or other service
providers or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Issuer or any Restricted Subsidiary;


 


(33)            any
Co-Investment Transaction;


 


(34)            non-cash
Investments in connection with tax planning and reorganization activities; and


 


(35)            any
other Investment; provided that on a pro forma basis after giving effect to such Investment the Consolidated Total Indebtedness to Consolidated
Tangible Net Worth Ratio would be equal to or less than 2.00 to 1.00.


 


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


 


(1)            Liens
for taxes, assessments or other governmental charges that are not overdue for a period of more than 60 days or not yet payable or
subject to penalties for nonpayment or that are being contested in good faith by appropriate actions diligently conducted, if adequate
reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, or for property taxes on property
the Issuer or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is
to such property;


 


(2)            Liens
imposed by law or regulation, such as landlords’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s,
repairmen’s, architects’ or construction contractors’ Liens and other similar Liens that secure amounts not overdue
for a period of more than 60 days or, if more than 60 days overdue, are unfiled and no other action has been taken to enforce
such Liens or that are being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against
such Person with respect to which such Person shall then be proceeding with an appeal or other proceeding for review, if adequate reserves
with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 






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(3)            Liens
incurred or deposits made in the ordinary course of business or consistent with past practice (a) in connection with workers’
compensation, unemployment insurance, employers’ health tax, and other social security or similar legislation or other insurance
related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments
thereto) and (b) securing reimbursement or indemnification obligations of (including obligations in respect of letters of credit
or bank guarantees or similar instruments for the benefit of) insurance carriers providing property, casualty or liability insurance to
such Person or otherwise supporting the payment of items set forth in the foregoing clause (a);


 


(4)            Liens
incurred or deposits made to secure the performance of bids, tenders, trade contracts, governmental contracts, leases, public or statutory
obligations, surety, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements, completion
guarantees, stay, customs and appeal bonds, performance bonds, bankers’ acceptance facilities and other obligations of a like nature
(including those to secure health, safety and environmental obligations), deposits as security for contested import duties or for payment
of rent, performance and return of money bonds and obligations in respect of letters of credit, bank guarantees or similar instruments
that have been posted to support the same, incurred in the ordinary course of business or consistent with past practice;


 


(5)            minor
survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights-of-way, servitudes, sewers, electric
lines, drains, telegraph, telephone and cable television lines and other similar purposes, or zoning, building codes or other restrictions
(including minor defects and irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to
the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness
and other similar charges or encumbrances in respect of real property which do not in the aggregate materially interfere with the ordinary
conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole;


 


(6)            Liens
securing, or otherwise arising from, judgments not constituting an Event of Default under Section 5.01(5);


 


(7)            Liens
on goods the purchase price of which is financed by a documentary letter of credit issued for the account of the Issuer or any of its
Subsidiaries or Liens on bills of lading, drafts or other documents of title arising by operation of law or pursuant to the standard terms
of agreements relating to letters of credit, bank guarantees and other similar instruments, provided that such Lien secures only the obligations
of the Issuer or such Restricted Subsidiaries in respect of such letter of credit to the extent such obligations are permitted under Section 10.11
and Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s accounts payable or similar
trade obligations in respect of bankers’ acceptances or documentary letters of credit issued or created for the account of such
Person to facilitate the purchase, shipment or storage of such inventory or other goods;


 


(8)            rights
of set-off, banker’s liens, netting agreements and other Liens arising by operation of law or by the terms of documents of banks
or other financial institutions in relation to the maintenance of administration of deposit accounts, securities accounts, cash management
arrangements or in connection with the issuance of letters of credit, bank guarantees or other similar instruments;


 






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(9)            Liens
arising from Uniform Commercial Code financing statements, including precautionary financing statements, or any similar filings made in
respect of operating leases or consignments entered into by the Issuer or any of its Restricted Subsidiaries or dispositions of assets;


 


(10)            Liens
securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that
was permitted by the terms of this Indenture to be incurred pursuant to Section 10.11(b)(1);


 


(11)            Liens
existing on the Issue Date;


 


(12)            Liens
securing Indebtedness permitted to be incurred pursuant to clauses (3), (5), (9), (16), (17), (19), (22), (23) and (28) of Section 10.11(b);
provided that (a) Liens securing Indebtedness permitted to be incurred pursuant to Section 10.11(b)(5) extend only to the
assets purchased with the proceeds of such Indebtedness, accessions to such assets and the proceeds and products thereof; provided, further,
that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by
such lender; (b) Liens securing Obligations relating to any Indebtedness permitted to be incurred pursuant to Section 10.11(b)(17)
relate only to Obligations relating to Refinancing Indebtedness that (x) is secured by Liens on the same assets as the assets that
secured the Indebtedness being refinanced or (y) extends, replaces, refunds, refinances, renews or defeases Indebtedness incurred
or Disqualified Stock or Preferred Stock issued under Sections 10.11(b)(4) (solely to the extent such Indebtedness was secured by
a Lien prior to such refinancing), 10.11(b)(5) or 10.11(b)(16) (solely to the extent such Indebtedness was secured by a Lien prior
to such refinancing); (c) Liens securing Indebtedness permitted to be incurred pursuant to Section 10.11(b)(22) extend only
to the assets of the Restricted Subsidiaries that are incurring such Indebtedness; (d) Liens securing Indebtedness permitted to be
incurred pursuant to Section 10.11(b)(23) are solely on acquired property or extend only to the assets of the acquired entity, as
the case may be, and the proceeds and products thereof and (e) Liens securing Indebtedness permitted to be incurred pursuant Section 10.11(b)(28)
are solely on the assets of the Services Business;


 


(13)            Liens
securing Permitted Funding Indebtedness so long as any such Lien shall encumber only (x) the assets acquired, funded or originated
with the proceeds of such Indebtedness, assets that consist of Servicing Advances, MSRs, loans, mortgages and other secured loans, mortgage
related securities and derivatives and other mortgage related receivables, REO Assets, Residual Interests and other similar assets (or
any interests in any of the foregoing) subject to and pledged to secure such Indebtedness and (y) any intangible contract rights
and proceeds of, and other accounts, documents, records and assets directly related to, the assets set forth in the foregoing clause (x);


 


(14)            (a) Liens
on Servicing Advances, any intangible contract rights and other documents, records and assets directly related to the foregoing assets
and any proceeds thereof securing Permitted Securitization Indebtedness or Non-Recourse Indebtedness, and (b) Liens on Securitization
Assets, any intangible contract rights and other accounts, documents, records and assets directly related to the forgoing assets and the
proceeds thereof incurred in connection with Permitted Securitization Indebtedness or permitted guarantees thereof;


 


(15)            Liens
on spread accounts and credit enhancement assets, Liens on the stock of Restricted Subsidiaries of the Issuer substantially all of the
assets of which are spread accounts and credit enhancement assets and Liens on interests in Securitization Entities, in each case incurred
in connection with Credit Enhancement Agreements;


 






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(16)            Liens
on Servicing Advances, mortgage loans or MSRs or any part thereof and any intangible contract rights and other accounts, documents, records
and property directly related to the foregoing assets and any proceeds thereof, in each case that are the subject of an Excess Spread
Sale or an MSR Facility entered into in the ordinary course of business securing obligations under such Excess Spread Sale or MSR Facility;


 


(17)            leases,
licenses, subleases or sublicenses granted to others that do not (a) interfere in any material respect with the business of the Issuer
and its Restricted Subsidiaries, taken as a whole or (b) secure any Indebtedness;


 


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


 


(19)            Liens
(a) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision
on items in the course of collection, (b) attaching to pooling, commodity trading accounts or other commodity brokerage accounts
incurred in the ordinary course of business or consistent with past practice and (c) in favor of a banking or other financial institution
or electronic payment service providers arising as a matter of law or under general terms and conditions encumbering deposits (including
the right of setoff) and that are within the general parameters customary in the banking or finance industry;


 


(20)            Liens
(a) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted under this
Indenture to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect
to any such Investment (including any letter of intent or purchase agreement with respect to such investment), and (b) consisting
of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.17 or which
does not constitute an Asset Sale, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the
case may be, would have been permitted on the date of the creation of such Lien;


 


(21)            Liens
existing on the property at the time of its acquisition (by a merger, consolidation or amalgamation or otherwise) or existing on the property
or shares of stock or other assets of any Person at the time such Person becomes a Subsidiary, in each case after the Issue Date; provided
that (a) such Lien was not created in contemplation of such acquisition (by a merger, consolidation or amalgamation or otherwise)
or such Person becoming a Subsidiary, (b) such Lien does not extend to or cover any other assets or property of the Issuer or any
Restricted Subsidiary (other than assets and property affixed or appurtenant thereto and the proceeds or products thereof and other than
after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness
and other obligations are permitted under this Indenture that require or include, pursuant to their terms at such time, a pledge of after-acquired
property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not
have applied but for such acquisition) and (c) any Indebtedness secured thereby is permitted under Section 10.11;


 


(22)            any
interest or title of a lessor under leases (other than leases constituting Capitalized Lease Obligations) entered into by the Issuer or
any of its Restricted Subsidiaries in the ordinary course of business or consistent with past practice;


 






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(23)            Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by the Issuer or any
of its Restricted Subsidiaries in the ordinary course of business or consistent with past practice;


 


(24)            Liens
deemed to exist in connection with Investments in repurchase agreements permitted under clause (5) of the definition of “Cash
Equivalents;”


 


(25)            Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other
brokerage accounts incurred in the ordinary course of business and not for speculative purposes;


 


(26)            Liens
that are contractual rights of setoff or rights of pledge (a) relating to the establishment of depository relations with banks not
given in connection with the incurrence of Indebtedness, (b) relating to pooled deposit or sweep accounts to permit satisfaction
of overdraft or similar obligations incurred in the ordinary course of business or consistent with past practice of the Issuer and its
Restricted Subsidiaries or (c) relating to purchase orders and other agreements entered into with customers of the Issuer or any
of its Restricted Subsidiaries in the ordinary course of business or consistent with past practice;


 


(27)            ground
leases, subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by the Issuer or any of its
Restricted Subsidiaries are located;


 


(28)            (a) Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto or (b) deposits made or
other security provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements in the ordinary course
of business or consistent with past practice;


 


(29)            Liens
on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted
under this Indenture;


 


(30)            receipt
of progress payments and advances from customers in the ordinary course of business or consistent with past practice to the extent the
same creates a Lien on the related inventory and proceeds thereof;


 


(31)            Liens
securing Hedging Obligations and the costs thereof;


 


(32)            Liens
securing Obligations relating to any Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted
Subsidiary;


 


(33)            Liens
in favor of the Issuer or any Guarantor or the Trustee;


 


(34)            Liens
on vehicles or equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business;


 






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(35)            Liens
to secure any modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement (or successive refinancing,
refunding, restatement, exchange, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien
referred to in clauses (10), (11), (12), (20), (21), (40) and (41) of this definition; provided, however, that (a) such new Lien
shall be limited to all or part of the same property that secured the original Lien (plus accessions, additions and improvements on such
property, including after-acquired property that is (i) affixed or incorporated into the property covered by such Lien, (ii) after-acquired
property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired
property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not
have applied but for such acquisition) and (iii) the proceeds and products thereof) and (b) the Indebtedness secured by such
Lien at such time is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed
amount of the Indebtedness described under clauses (10), (11), (12), (20), (21), (40) and (41) of this definition at the time the original
Lien became a Permitted Lien under this Indenture, and (y) an amount necessary to pay accrued but unpaid interest on such Indebtedness
and any dividend, premium (including tender premiums), defeasance costs, underwriting discounts and any fees, costs and expenses (including
original issue discount, upfront fees or similar fees) incurred in connection with such modification, refinancing, refunding, extension,
renewal or replacement;


 


(36)            other
Liens securing Indebtedness (including Capitalized Lease Obligations) in an aggregate principal amount not to exceed the greater of (x) $70.0
million and (y) 2.0% of Consolidated Tangible Net Worth at any one time outstanding, with the amount determined on the dates of incurrence
of such obligations;


 


(37)            any
encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement
pursuant to any joint venture or similar agreement;


 


(38)            Liens
on Equity Interests of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;


 


(39)            agreements
to subordinate any interest of the Issuer or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory
consigned by the Issuer or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business or consistent
with past practice;


 


(40) Liens on property or assets used
to defease or to irrevocably satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is not prohibited
by this Indenture;


 


(41) Liens securing the Notes (other
than any Additional Notes) and the related Guarantees;


 


(42)            any
amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Issuer
or any Restricted Subsidiary;


 


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


 


(44)            Liens
solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent
or purchase agreement permitted by this Indenture; and


 






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(45)            Liens
relating to future escrow arrangements securing Indebtedness, including (i) Liens on escrowed proceeds from the issuance of Indebtedness
for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters, arrangers, trustee or collateral
agent thereof) and (ii) Liens on cash or Cash Equivalents set aside at the time of the incurrence of any Indebtedness, in either
case to the extent such cash or Cash Equivalents prefund the payment of interest or premium or discount on such Indebtedness (or any costs
related to the issuance of such Indebtedness) and are held in an escrow account or similar arrangement to be applied for such purpose.


 


For purposes of determining compliance with this
definition, (A) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but
are permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in the event that
a Lien (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens, Issuer shall, in its sole
discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition.


 


For purposes of this definition, the term “Indebtedness”
shall be deemed to include interest on such Indebtedness.


 


“Permitted MSR Indebtedness” means
MSR Indebtedness; provided, that solely as of the date of the incurrence of such MSR Indebtedness, the amount of any excess (determined
as of the most recent date for which internal financial statements are available) of (x) the amount of any such MSR Indebtedness
for which the holder thereof has contractual recourse to the Issuer or its Restricted Subsidiaries to satisfy claims with respect to such
MSR Indebtedness (excluding recourse for matters such as fraud, misappropriation, breaches of representations, warranties and covenants
and misapplication and customary indemnities in connection with similar transaction) over (y) the aggregate (without duplication
of amounts) Realizable Value of the assets that secure such MSR Indebtedness shall not be Permitted MSR Indebtedness (but shall not be
deemed to be a new incurrence of Indebtedness subject to Section 10.11, except with respect to, and solely to the extent of, any
such excess that exists upon the initial incurrence of such Indebtedness which excess shall be entitled to be incurred pursuant to any
other provisions under Section 10.11). The amount of any particular Permitted MSR Indebtedness as of any date of determination shall
be calculated in accordance with GAAP.


 


“Permitted Parent” means any Parent
Entity so long as a Permitted Holder pursuant to clause (1) of the definition thereof, or the last sentence of the definition thereof,
holds 50% or more of the total voting power of the Voting Stock entitled to vote for the election of directors of the Issuer having a
majority of the aggregate votes on the Board of the Issuer.


 


“Permitted Residual Indebtedness”
means any Indebtedness of the Issuer or any of its Subsidiaries under a Residual Funding Facility; provided that solely as of the date
of the incurrence of such Permitted Residual Indebtedness, the amount of any excess (determined as of the most recent date for which internal
financial statements are available) of (x) the amount of any such Permitted Residual Indebtedness for which the holder thereof has
contractual recourse to the Issuer or its Restricted Subsidiaries to satisfy claims with respect to such Permitted Residual Indebtedness
(excluding recourse for matters such as fraud, misappropriation, breaches of representations, warranties and covenants and misapplication
and customary indemnities in connection with similar transaction) over (y) the aggregate (without duplication of amounts) Realizable
Value of the assets that secure such Permitted Residual Indebtedness shall be deemed not to be Permitted Residual Indebtedness (but shall
not be deemed to be a new incurrence of Indebtedness subject to Section 10.11, except with respect to, and solely to the extent of,
any such excess that exists upon the initial incurrence of such Indebtedness which excess shall be entitled to be incurred pursuant to
any other provisions under Section 10.11).


 






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“Permitted Securitization Indebtedness”
means Securitization Indebtedness; provided that (1) in connection with any Securitization, any Warehouse Indebtedness or MSR Indebtedness
used to finance the purchase, origination or pooling of any Receivables subject to such Securitization is repaid in connection with such
Securitization to the extent of the net proceeds received by the Issuer and its Restricted Subsidiaries from the applicable Securitization
Entity, and (2) solely as of the date of the incurrence of such Permitted Securitization Indebtedness, the amount of any excess
(determined as of the most recent date for which internal financial statements are available) of (x) the amount of any such Securitization
Indebtedness for which the holder thereof has contractual recourse to the Issuer or its Restricted Subsidiaries to satisfy claims with
respect to such Securitization Indebtedness (excluding recourse for matters such as fraud, misappropriation, breaches of representations,
warranties and covenants and misapplication and customary indemnities in connection with similar transaction) over (y) the aggregate
(without duplication of amounts) Realizable Value of the assets that secure such Securitization Indebtedness shall not be Permitted Securitization
Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to Section 10.11, except with respect to, and
solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness which excess shall be entitled
to be incurred pursuant to any other provisions under Section 10.11).


 


“Permitted Servicing Advance Facility Indebtedness”
means any Indebtedness of the Issuer or any of its Subsidiaries incurred under a Servicing Advance Facility; provided, however, that
solely as of the date of the incurrence of such Permitted Servicing Advance Facility Indebtedness, the amount of any excess (determined
as of the most recent date for which internal financial statements are available) of (x) the amount of any such Permitted Servicing
Advance Facility Indebtedness for which the holder thereof has contractual recourse to the Issuer or its Restricted Subsidiaries to satisfy
claims with respect to such Permitted Servicing Advance Facility Indebtedness (excluding recourse for matters such as fraud, misappropriation,
breaches of representations, warranties and covenants and misapplication and customary indemnities in connection with similar transaction)
over (y) the aggregate (without duplication of amounts) Realizable Value of the assets that secure such Permitted Servicing Advance
Facility Indebtedness shall not be Permitted Servicing Advance Facility Indebtedness (but shall not be deemed to be a new incurrence
of Indebtedness subject to Section 10.11, except with respect to, and solely to the extent of, any such excess that exists upon
the initial incurrence of such Indebtedness under a Servicing Advance Facility which excess shall be entitled to be incurred pursuant
to any other provisions under Section 10.11).


 


“Permitted Warehouse Indebtedness”
means Warehouse Indebtedness; provided, that solely as of the date of the incurrence of such Warehouse Indebtedness, the amount of any
excess (determined as of the most recent date for which internal financial statements are available) of (x) the amount of any such
Warehouse Indebtedness for which the holder thereof has contractual recourse to the Issuer or its Restricted Subsidiaries to satisfy
claims with respect to such Warehouse Indebtedness (excluding recourse for matters such as fraud, misappropriation, breaches of representations,
warranties and covenants and misapplication and customary indemnities in connection with similar transaction) over (y) the aggregate
(without duplication of amounts) Realizable Value of the assets that secure such Warehouse Indebtedness shall not be Permitted Warehouse
Indebtedness (but shall not be deemed to be a new incurrence of Indebtedness subject to Section 10.11, except with respect to, and
solely to the extent of, any such excess that exists upon the initial incurrence of such Indebtedness which excess shall be entitled
to be incurred pursuant to any other provisions under Section 10.11). The amount of any particular Permitted Warehouse Indebtedness
as of any date of determination shall be calculated in accordance with GAAP.


 


“Permitted Warrant Transaction”
means any call options, warrants or rights to purchase (or substantively equivalent derivative transactions) on common stock of the Issuer
or any Parent Entity sold by the Issuer or any Parent Entity substantially concurrently with a Permitted Bond Hedge Transaction.


 






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“Person” means any individual,
corporation, limited liability company, partnership (including limited partnership), joint venture, association, joint stock company,
trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.


 


“Predecessor Note” of any particular
Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes
of this definition, any Note authenticated and delivered under Section 3.06 in exchange for a mutilated Note or in lieu of
a destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.


 


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


 


“Protected Purchaser” has the
meaning specified in Section 3.06 of this Indenture.


 


“Purchase Money Obligations”
means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal)
or assets (other than Capital Stock), and whether acquired through the direct acquisition of such property or assets, or otherwise (including
through the purchase of Capital Stock of any Person owning such property or assets).


 


“Rating Agency” means (1) S&P,
Moody’s and Fitch or (2) if S&P, Moody’s or Fitch or each of them shall not make a corporate rating with respect
to the Issuer or a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case
may be, selected by the Issuer, which shall be substituted for any or all of S&P, Moody’s or Fitch, as the case may be, with
respect to such corporate rating or the rating of the Notes, as the case may be.


 


“Realizable Value” of an asset
means (1) with respect to any REO Asset, the value realizable upon the disposition of such asset as determined by the Issuer in
its reasonable discretion and consistent with customary industry practice and (2) with respect to any other asset, the market value
of such asset as determined by the Issuer in accordance with the agreement governing the applicable Permitted Servicing Advance Facility
Indebtedness, Permitted Warehouse Indebtedness, Permitted MSR Indebtedness, Permitted Funding Indebtedness, Permitted Securitization
Indebtedness or Permitted Residual Indebtedness, as the case may be, (or, if such agreement does not contain any related provision, as
determined by senior management of the Issuer in good faith); provided, however, that the realizable value of any asset described in
clause (1) or (2) above which an unaffiliated third party has a binding contractual commitment to purchase from the Issuer
or any of its Restricted Subsidiaries shall be the minimum price payable to the Issuer or such Restricted Subsidiary for such asset pursuant
to such contractual commitment.


 


“Receivables” means loans and
other mortgage-related receivables (including Servicing Receivables and MSRs but excluding Residual Interests and net interest margin
securities) purchased or originated by the Issuer or any Restricted Subsidiary of the Issuer or, with respect to Servicing Receivables
and MSRs, otherwise arising in the ordinary course of business; provided, however, that for purposes of determining the amount of a Receivable
at any time, such amount shall be determined in accordance with GAAP, consistently applied, as of the most recent practicable date.


 


“Redemption Date” has the meaning
specified in Section 11.01(a) of this Indenture.


 


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


 






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“refinance” has the meaning specified
in Section 10.11(b)(17) of this Indenture.


 


“Refinancing Indebtedness” has
the meaning specified in Section 10.11(b)(17) of this Indenture.


 


“Refunding Capital Stock” has
the meaning specified in Section 10.10(b)(2) of this Indenture.


 


“Regular Record Date” has the
meaning specified in Section 3.01 of this Indenture.


 


“Related Business Assets” means
assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or
a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related
Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become
a Restricted Subsidiary.


 


“Relevant Condition” means, at
any date of determination, Total Shareholders’ Equity is at least $3,200.0 million.


 


“REO Asset” of a Person means
a real estate asset owned by such Person and acquired as a result of the foreclosure or other enforcement of a lien on such asset securing
a Servicing Advance or loans and other mortgage-related receivables.


 


“Required Asset Sale” means any
Asset Sale that is a result of a repurchase right or obligation or a mandatory sale right or obligation related to (1) MSRs, (2) pools
or portfolios of MSRs, or (3) the Capital Stock of any Person that holds MSRs or pools or portfolios of MSRs, which rights or obligations
are either in existence on the Issue Date (or substantially similar in nature to such rights or obligations in existence on the Issue
Date) or pursuant to the guidelines or regulations of a Specified Government Entity.


 


“Residual Funding Facility” means
any funding arrangement with a financial institution or institutions or other lenders or purchasers under which advances are made to
the Issuer or any Restricted Subsidiary secured by Residual Interests.


 


“Residual Interests” means any
residual, subordinated, reserve accounts and retained ownership interest held by the Issuer or a Restricted Subsidiary of the Issuer
in Securitization Entities, Warehouse Facility Trusts and/or MSR Facility Trusts, regardless of whether required to appear on the face
of the consolidated financial statements in accordance with GAAP.


 


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


 


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


 


“Restricted Payments” has the
meaning specified in Section 10.10(a) of this Indenture.


 






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“Restricted Subsidiary” means,
at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary;
provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall
be included in the definition of “Restricted Subsidiary.”


 


“Reversion Date” has the meaning
specified in Section 10.18(a) of this Indenture.


 


“S&P” means Standard &
Poor’s Rating Services and any successor to its rating agency business.


 


“Sale and Lease-Back Transaction”
means any arrangement with any Person providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any real property
or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to
such Person in contemplation of such leasing.


 


“Screened Affiliate” means any
Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder
that is not a Screened Affiliate and (ii) that has in place customary information screens between it and such Holder and any other
Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Issuer
or its Subsidiaries.


 


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


 


“Secured Indebtedness” means
any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.


 


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


 


“Securitization” means a public
or private transfer, sale or financing of (1) Servicing Advances, (2) MSRs, (3) mortgage loans, (4) installment contracts,
(5) deferred servicing fees, (6) warehouse loans secured by mortgage loans, (7) mortgage related securities, including
interest only securities and/or (8) other loans and other similar assets (or any interest in any of the foregoing) and any other
asset capable of being securitized (clauses (1) through (8), collectively, the “Securitization Assets”) by which
the Issuer or any of its Restricted Subsidiaries directly or indirectly securitizes a pool of specified Securitization Assets including,
without limitation, any such transaction involving the sale of specified Securitization Assets to a Securitization Entity or a Specified
Government Entity (including a Securitization Entity established by such Specified Government Entity).


 


“Securitization Assets” has the
meaning given to such term in the definition of “Securitization.”


 


“Securitization
Entity” means (1) any Person (whether or not a Subsidiary of the Issuer) established for the purpose of issuing asset-backed
or mortgaged-backed or mortgage pass-through securities of any kind (including collateralized mortgage obligations and net interest margin
securities), (2) any special purpose Subsidiary of the Issuer established for the purpose of selling, depositing or contributing
Securitization Assets into a Person described in clause (1) or holding securities in any related Securitization Entity, regardless
of whether such Person is an issuer of securities; provided that such Person is not an obligor with respect to any Indebtedness of the
Issuer or any Guarantor and (3) any special purpose Subsidiary of the Issuer formed exclusively for the purpose of satisfying the
requirements of Credit Enhancement Agreements and regardless of whether such Subsidiary is an issuer of securities; provided that such
Person is not an obligor with respect to any Indebtedness of the Issuer or any Guarantor other than under Credit Enhancement Agreements.
As of the Issue Date, PNMAC GMSR Issuer Trust, PFSI EBO Series I, LLC, PFSI 2020- EBO1 Trust, PFSI Funding, LLC, PFSI ISSUER TRUST
– FMSR and PFSI REO Series I, LLC shall be deemed to satisfy the requirements of the foregoing definition.


 






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“Securitization Indebtedness”
means (1) Indebtedness of the Issuer or any of its Restricted Subsidiaries incurred pursuant to on-balance sheet Securitizations
treated as financings and (2) any Indebtedness consisting of advances made to the Issuer or any of its Restricted Subsidiaries based
upon securities issued by a Securitization Entity pursuant to a Securitization and acquired or retained by the Issuer or any of its Restricted
Subsidiaries.


 


“Senior Indebtedness” means:


 


(1)            all
Indebtedness of the Issuer or any Guarantor outstanding under the Existing Facilities or Notes and related Guarantees (including interest
accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor
(at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is
allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and
other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or any Guarantor
to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;


 


(2)            all
(x) Hedging Obligations (and guarantees thereof) and (y) Cash Management Obligations (and guarantees thereof), provided that
such Hedging Obligations and Cash Management Obligations, as the case may be, are permitted to be incurred under the terms of this Indenture;


 


(3)            any
other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under
which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee;
and


 


(4)            all
Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);


 


provided, however, that Senior Indebtedness shall not include:


 


(a)            any
obligation of such Person to the Issuer or any of its Subsidiaries;


 


(b)            any
liability for federal, state, local or other taxes owed or owing by such Person;


 


(c)            any
accounts payable or other liability to trade creditors arising in the ordinary course of business;


 


(d)            any
Indebtedness or other Obligation of such Person which is subordinate or junior in right of payment to any other Indebtedness or other
Obligation of such Person; or


 






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(e)            that
portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.


 


“Services Business” means a Person
to which the Issuer or any of its Restricted Subsidiaries contributes one or more Subsidiaries or other assets that provides one or more
services other than mortgage servicing or loan origination, including but not limited to one or more of REO Assets, field services, valuation
and title services and recovery services, after which contribution the Services Business shall be deemed to include such Person and its
Subsidiaries.


 


“Servicing Advances” means (x) advances
made by the Issuer or any of its Restricted Subsidiaries in its capacity as servicer or any predecessor servicer of any mortgage-related
receivables to fund principal, interest, escrow, foreclosure, insurance, tax or other payments or advances when the borrower on the underlying
receivable is delinquent in making payments on such receivable to enforce remedies or manage or liquidate REO Assets or (y) that
the Issuer or any of its Restricted Subsidiaries otherwise advances in its capacity as servicer or any predecessor servicer.


 


“Servicing Advance Facility”
means any funding arrangement with lenders collateralized in whole or in part by obligations related to Servicing Advances under which
advances are made to the Issuer or any of its Restricted Subsidiaries based on such collateral.


 


“Servicing Receivables” means
rights to collections under mortgage-related receivables, or other rights to reimbursement of Servicing Advances that the Issuer or a
Restricted Subsidiary of the Issuer has made in the ordinary course of business and on customary industry terms.


 


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


 


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


 


“Similar Business” means any
business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is
similar, reasonably related, complementary, incidental or ancillary thereto, or is a reasonable extension, development or expansion thereof.


 


“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07(b).


 


“Specified Event” has the meaning
given to such term in the definition of “Consolidated EBITDA.”


 


“Specified Government Entities”
mean the Federal Housing Administration, Veterans Administration, Ginnie Mae, Fannie Mae, Freddie Mac or other similar governmental agencies
or government sponsored programs.


 






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“Stated Maturity”, when used
with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Note as the fixed
date on which the principal of such Note or such installment of principal or interest is due and payable.


 


“Subject Lien” has the meaning
specified in Section 10.12 of this Indenture.


 


“Subordinated Indebtedness” means,
with respect to the Notes and the Guarantees:


 


(1)           any
Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and


 


(2)           any
Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.


 


“Subsidiary” means, with respect
to any Person:


 


(1)          any
corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity)
of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and


 


(2)           any
partnership, joint venture, limited liability company or similar entity of which:


 


(a)            more
than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person
or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and


 


(b)            such
Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.


 


For the avoidance of doubt, any entity that is owned
at a 50% or less level (as described above) shall not be a “Subsidiary” for any purpose under this Indenture, regardless
of whether such entity is consolidated on the Issuer’s or any Restricted Subsidiary’s financial statements.


 


“Successor Company” has the meaning
specified in Section 8.01 of this Indenture.


 


“Successor Guarantor” has the
meaning specified in Section 8.02 of this Indenture.


 


“Suspended Covenants” has the
meaning specified in Section 10.18(a) of this Indenture.


 


“Suspension Date” has the meaning
specified in Section 10.18(a) of this Indenture.


 


“Suspension Period” has the meaning
specified in Section 10.18(a) of this Indenture.


 


“Total Assets” means, as of any
Applicable Calculation Date, with respect to any Person and its Restricted Subsidiaries, the total assets of such Person and its Restricted
Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of such Person and its Restricted Subsidiaries
as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the Applicable
Calculation Date; provided that, for purposes of testing the covenants under this Indenture in connection with any transaction, the Total
Assets of such Person and its Restricted Subsidiaries shall be adjusted to reflect such pro forma adjustments as are appropriate and
consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio (other than as set forth
in the first proviso to the first paragraph of such definition).


 






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“Total Shareholders’ Equity”
means, at any date of determination, the consolidated shareholders’ equity of the Issuer and its Restricted Subsidiaries, calculated
excluding:


 


(1)          any
amounts attributable to Disqualified Stock,


 


(2)           treasury
stock,


 


(3)           the
cumulative effect of a change in accounting principles, and


 


(4)          any
non-controlling interest owned by any Person in any Subsidiary of the Issuer.


 


“Treasury Rate” means, as obtained
by the Issuer, as of any Redemption Date, the weekly average rounded to the nearest 1/100th of a percentage point (for the most recently
completed week for which such information is available as of the date that is two Business Days prior to the redemption date) of the
yield to maturity as of such Redemption Date of U.S. Treasury securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15 with respect to each applicable day during such week (or, if such Statistical Release
is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date
to September 15, 2026; provided, however, that if the period from such Redemption Date to September 15, 2026, is less than
one year, the weekly average yield on actively traded U.S. Treasury securities adjusted to a constant maturity of one year will be used.


 


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


 


“Trustee” means U.S. Bank National
Association until a successor replaces it and, thereafter, means the successor.


 


“Uniform Commercial Code” means
the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York.


 


“Unrestricted Subsidiary” means:


 


(1)            any
Subsidiary of the Issuer that at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below);
and


 


(2)           any
Subsidiary of an Unrestricted Subsidiary.


 


The Issuer may designate any Subsidiary of the Issuer
(including any existing Subsidiary or any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary
or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or
any Restricted Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that


 


(1)          any
Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be
cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are
owned, directly or indirectly, by the Issuer;


 






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(2)          such
designation complies with Section 10.10; and


 


(3)          each
of:


 


(a)           the
Subsidiary to be so designated and


 


(b)           its
Subsidiaries


 


has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to
which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary (other than Equity Interests in the Unrestricted
Subsidiary).


 


The Issuer may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and
be continuing and either:


 


(1)           the
Issuer could incur at least $1.00 of additional Indebtedness pursuant to Section 10.11(a), or


 


(2)           the
Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be equal to or greater than such ratio for the Issuer
and its Restricted Subsidiaries immediately prior to such designation, on a pro forma basis taking into account such designation.


 


Any such designation by the Issuer shall be notified
by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of the Issuer or any committee
thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing
provisions.


 


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


 


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


 


“Voting Stock” of any 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 such Person.


 


“Warehouse Facility” means any
financing arrangement of any kind, including, but not limited to, financing arrangements in the form of repurchase facilities, loan agreements,
note and/or other security issuance facilities and commercial paper facilities (excluding in all cases, Securitizations), with a financial
institution or other lender or purchaser exclusively to (1) finance or refinance the purchase, origination or funding by the Issuer
or a Restricted Subsidiary of the Issuer of, or provide funding to the Issuer or a Restricted Subsidiary of the Issuer through the transfer
of, loans, mortgage related securities, charge-off receivables and other mortgage-related receivables purchased or originated by the
Issuer or any Restricted Subsidiary of the Issuer in the ordinary course of business, (2) finance the funding of or refinance Servicing
Advances; or (3) finance or refinance the carrying of REO Assets related to loans and other mortgage-related receivables purchased
or originated by the Issuer or any Restricted Subsidiary of the Issuer; provided that such purchase, origination, funding, financing
and refinancing is in the ordinary course of business.


 






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“Warehouse Facility Trust” means
any Person (whether or not a Subsidiary of the Issuer) established for the purpose of entering into financing arrangements in connection
with a Warehouse Facility, which are backed by (1) specified Servicing Advances purchased by, and/or contributed to, such Person
from the Issuer or any of its Restricted Subsidiaries, (2) specified loans, mortgage related securities and other mortgage related
receivables purchased by, and/or contributed to, such Person from the Issuer or any of its Restricted Subsidiaries or (3) the carrying
of REO Assets related to loans and other mortgage related receivables purchased by, and/or contributed to, such Person from the Issuer
or any Restricted Subsidiary of the Issuer.


 


“Warehouse Indebtedness” means
Indebtedness in connection with a Warehouse Facility; provided that the amount of any particular Warehouse Indebtedness as of any date
of determination shall be calculated in accordance with GAAP.


 


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


 


(1)          the
sum of the products of the number of years (calculated to the nearest one-twelfth) from the date of determination to the date
of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified
Stock or Preferred Stock multiplied by the amount of such payment; by


 


(2)           the
sum of all such payments.


 


“Wholly-Owned Subsidiary” of
any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying
shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) shall at the time be owned
by such Person or by one or more Wholly-Owned Subsidiaries of such Person.


 


SECTION 1.03.     Compliance
Certificates and Opinions. Upon any application or request by the Issuer to the Trustee to take or refrain from taking any action
under this Indenture (except that an Opinion of Counsel shall not be provided in connection with an initial issuance), the Issuer shall
furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture (including
any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.


 


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


 


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


 






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


 


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


 


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


 


SECTION 1.04.     Form of
Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person,
or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect
to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.


 


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


 


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


 


SECTION 1.05.     Acts
of Holders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person
or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Section 1.05.


 


(b)          The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution
or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity
other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority. The fact and date
of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other
manner that the Trustee deems sufficient.


 






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


 


(d)          If
the Issuer shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer
may, at its option, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act, but the Issuer shall have no obligation to do so. Such record date shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the
date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Notes have
authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Notes shall be computed as of such record date; provided, that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture
not later than eleven months after the record date. Any request, demand, authorization, direction, notice, consent, waiver or other
Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustee, the Issuer or any Guarantor in reliance thereon, whether or not notation of such action is made upon such Note.


 


SECTION 1.06.     Notices,
Etc., to Trustee, Issuer, any Guarantor and Agent. Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,


 


(1)           the
Trustee by any Holder or by the Issuer or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or
filed in writing via facsimile, email in PDF format or mailed, first class postage prepaid, or delivered by recognized overnight courier,
to or with the Trustee at U.S. Bank National Association, West Side Flats St Paul, 60 Livingston Ave., EP-MN-WS3C, Saint Paul, MN 55107,
Attention: Corporate Trust—PennyMac (fax: (651) 466-7430), or


 


(2)           the
Issuer or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if made, given, furnished or delivered in writing via facsimile, or email in PDF or mailed, first class postage prepaid,
or delivered by recognized overnight courier, to the Issuer or such Guarantor addressed to PennyMac Financial Services, Inc., 3043
Townsgate Road, Westlake Village, California 91361 (fax: (818) 337-6519), Attention: Derek W. Stark, Senior Managing Director and Chief
Legal Officer and Secretary or at any other address previously furnished in writing to the Trustee by the Issuer or such Guarantor.


 


A copy of all notices to any Agent shall be sent
to the Trustee at the address show above. Any Person may change its address by giving notice of such change as set forth herein. The
Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured email, facsimile transmission
or other similar unsecured electronic methods; provided, however, that (a) the party providing such written instructions, subsequent
to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely
manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party
providing such instructions or directions. If the party elects to give the Trustee email or facsimile instructions (or instructions by
a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee's understanding of such
instructions shall be deemed controlling. All notices, approvals, consents, requests and any communications hereunder must be in writing
(provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually or by way of a digital
signature provided by DocuSign (or such other digital signature provider as specified in writing to Trustee by the authorized representative),
in English.  Issuer agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit
communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception
and misuse by third parties.


 






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The Trustee shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding
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, including
without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.


 


SECTION 1.07.    Notice
to Holders; Waiver. Where this Indenture provides for notice of any event to Holders by the Issuer or the Trustee, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered electronically or mailed, first class
postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency
of such notice with respect to other Holders. Notices given by publication (including posting of information as contemplated by Section 10.09)
shall be deemed given on the first date on which publication is made, notices given by first-class mail, postage prepaid, shall be deemed
given five calendar days after mailing or transmitting; notices sent by overnight delivery service will be deemed given when
delivered; and notices given electronically shall be deemed given when sent. Notice given in accordance with the procedures of the Depository
will be deemed given on the date sent to the Depository. Any notices required to be given to the holders of Notes that are in global
form will be given to the Depository in accordance with its customary procedures therefor.


 


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


 


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


 


SECTION 1.08.     Effect
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience
of reference only, are not intended to be considered a part hereof and shall not affect the construction hereof.


 






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SECTION 1.09.     Successors
. All agreements of the Issuer in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture
will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in
Section 12.08 hereof.


 


SECTION 1.10.     Severability
Clause. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 1.11.     Benefits
of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto,
any Paying Agent, any Note Registrar and their successors hereunder and the Holders any benefit or any legal or equitable right, remedy
or claim under this Indenture.


 


SECTION 1.12.     Governing
Law; Submission to Jurisdiction. This Indenture, the Notes and any Guarantee shall be governed by and construed in accordance with
the laws of the State of New York. THE PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT
LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE
OR THE NOTES. Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may have
to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. Each of the parties hereto agrees
that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon such party, and
may be enforced in any courts to the jurisdiction of which such party is subject by a suit upon such judgment, provided, that service
of process is effected upon such party in the manner specified herein or as otherwise permitted by law.


 


SECTION 1.13.     Legal
Holidays. In any case where any Interest Payment Date, Redemption Date, Change of Control Payment Date or Stated Maturity or Maturity
of any Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal
(or premium, if any) or interest or other required payment need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, Change of Control Payment Date or at the
Stated Maturity or Maturity; provided, that no interest shall accrue on such payment for the period from and after such Interest Payment
Date, Redemption Date, Change of Control Payment Date, Stated Maturity or Maturity, as the case may be.


 


SECTION 1.14.     No
Personal Liability of Directors, Managers, Officers, Employees and Stockholders. No past, present or future director, manager, officer,
employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their parent companies or entities shall
have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim
based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Notes.


 


SECTION 1.15.    [Reserved]


 


SECTION 1.16.     Counterparts.
This Indenture may be executed in any number of counterparts, each of which shall be original; but such counterparts shall together
constitute but one and the same instrument. One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture
and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to
the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by
facsimile or PDF shall be deemed to be their original signatures for all purposes.


 






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SECTION 1.17.     USA
PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like
all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and
record information that identifies each person or legal entity that establishes a relationship or opens an account. The Issuer agrees
that it will provide the Trustee with information about the Issuer as the Trustee may reasonably request in order for the Trustee to
satisfy the requirements of the USA PATRIOT Act.


 


SECTION 1.18.     Waiver
of Jury Trial. EACH OF THE ISSUER, ANY GUARANTOR AND THE TRUSTEE AND EACH HOLDER OF A NOTE, BY ITS ACCEPTANCE THEREOF, THEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE, THE NOTES OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY OR HEREBY.


 


SECTION 1.19.     Force
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, epidemics, 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 that are consistent with accepted practices in the banking industry to resume performance as soon as practicable
under the circumstances.


 


Article Two


 


NOTE
FORMS


 


SECTION 2.01.     Form and
Dating. Provisions relating to the Initial Notes are set forth in Annex I attached hereto (the “Appendix”)
which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Notes and the Trustee’s certificate
of authentication shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in, and expressly
made a part of, this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements
to which the Issuer is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form reasonably acceptable
to the Issuer). The terms of the Notes set forth in the Appendix are part of the terms of this Indenture.


 


SECTION 2.02.     Execution,
Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Issuer by at least one Officer. The signature
of any Officer on the Notes may be manual, electronic or facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Notes.


 


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


 






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


 


On the Issue Date, the Issuer shall deliver the Initial
Notes in the aggregate principal amount of $500,000,000, executed by the Issuer to the Trustee for authentication, together with
an Issuer Order for the authentication and delivery of such Notes, specifying the principal amount and registered holder of each Note,
directing the Trustee to authenticate the Notes and deliver the same to the persons named in such Issuer Order and the Trustee in accordance
with such Issuer Order shall authenticate and deliver such Initial Notes. At any time and from time to time after the Issue Date, the
Issuer may deliver Additional Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication
and delivery of such Additional Notes, specifying the principal amount of and registered holder of each Note, directing the Trustee to
authenticate the Additional Notes and deliver the same to the Persons named in such Issuer Order and certifying that the issuance of such
Additional Notes is in compliance with Section 10.11 of this Indenture and the Trustee in accordance with such Issuer Order shall
authenticate and deliver such Additional Notes. In each case, the Trustee shall receive a copy of the resolution or resolutions of the
Board, an executed supplemental indenture (if any), an Officer’s Certificate and an Opinion of Counsel of the Issuer as to such
matters as it may reasonably require in connection with such authentication of Notes; provided that no Opinion of Counsel under Section 1.03
shall be required in connection with the authentication of the Initial Notes. Such Issuer Order shall specify the amount of Notes to be
authenticated and the date on which the original issue of Notes is to be authenticated. Trustee shall have the right to decline to authenticate
and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be
taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.


 


Each Note shall be dated the date of its authentication.


 


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


 


In case the Issuer or any Guarantor, pursuant to
Article Eight of this Indenture, shall be merged, consolidated or amalgamated with or into or wind up into any other Person or shall
sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its
Restricted Subsidiaries, taken as a whole, in case of the Issuer, or all or substantially all of the properties or assets of such Guarantor
in case of a Guarantor, to any Person, and the successor Person (other than the Issuer or such Guarantor, as applicable) formed by or
surviving any such merger, consolidation or amalgamation or to which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture,
any of the Notes authenticated or delivered prior to such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance
or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name
of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the
Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Request of the successor Person, shall
authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated
and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration
of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange
of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.


 






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Article Three


 


THE
NOTES


 


SECTION 3.01.       Title and
Terms. The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided
that any Additional Notes issued under this Indenture are issued in accordance with Sections 2.02, 3.13 and 10.11 hereof,
as part of the same series as the Initial Notes.


 


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


 


The Notes shall be known and designated as the “5.750%
Senior Notes Due 2031” of the Issuer. The Stated Maturity of the principal of Notes shall be September 15, 2031, and the Notes
shall bear interest at the rate of 5.750% per annum from the Issue Date, or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, payable commencing on March 15, 2022 and semi-annually thereafter in arrears on March 15 and
September 15 of each year, until the principal thereof is paid or duly provided for and to the Person in whose name the Note
(or any Predecessor Note) is registered at the close of business (if applicable) on the March 1 and September 1 (whether
or not a Business Day) immediately preceding such Interest Payment Date (each, a “Regular Record Date”).


 


The principal of (and premium, if any) and interest
on the Notes shall be payable at the office or agency of the Paying Agent maintained for such purpose as set forth in Section 3.02,
or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their respective addresses set forth
in the Note Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect
to the Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made
in accordance with the Depository’s applicable procedures.


 


Holders shall have the right to require the Issuer
to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.16. The Notes shall be subject
to repurchase pursuant to an Asset Sale Offer as provided in Section 10.17.


 


The Notes shall be redeemable as provided in Article Eleven.


 


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


 


SECTION 3.02.       Note
Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain one or more Paying Agents for the Notes in New York. The
Issuer hereby appoints the Trustee as the initial Paying Agent.


 






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


 


The Issuer will also maintain a registrar (the “Note
Registrar”) with offices in New York. The Issuer will also maintain a transfer agent (each, a “Transfer Agent”)
in New York. The Issuer hereby appoints the Trustee as the initial Note Registrar and Transfer Agent. The Note Registrar and the Transfer
Agent shall keep a register of the Notes and of their transfer and exchange (the register maintained in such office or in any other office
or agency designated pursuant to Section 10.02 being herein referred to as the “Note Register”) and will
facilitate transfers of Notes on behalf of the Issuer. The Note Register shall be in written form or any other form capable of being
converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the
Trustee. The Issuer may change the Paying Agents, the Note Registrars or the Transfer Agents without prior notice to the Holders. The
Issuer may have one or more co-registrars and one or more additional paying agents. The term “Note Registrar” includes
any co-registrars. For the avoidance of doubt, there shall only be one Note Register. The Trustee may make reasonable rules for action
by or at a meeting of Holders. The Note Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its
functions.


 


Each Holder agrees to indemnify the Issuer and the
Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any
provision of this Indenture and/or applicable United States Federal or state securities law.


 


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 other than to require delivery of such certificates and other documentation or evidence as
are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.


 


The Issuer shall enter into an appropriate agency
agreement with any Note Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of any such agent. If the
Issuer fails to maintain a Note Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 6.07. The Issuer or any of its Subsidiaries may act as Paying Agent or Note Registrar.


 


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


 


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


 






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SECTION 3.03.       Denominations.
The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and any integral multiples
of $1,000 in excess thereof.


 


SECTION 3.04.      Temporary
Notes. Pending the preparation of permanent Notes, the Issuer may execute, and upon Issuer Order the Trustee shall authenticate and
deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the permanent Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Notes may determine, as conclusively evidenced by their execution of such Notes.


 


If temporary Notes are issued, the Issuer will cause
permanent Notes to be prepared without unreasonable delay. After the preparation of permanent Notes, the temporary Notes shall be exchangeable
for permanent Notes upon surrender of the temporary Notes at the office or agency of the Issuer designated for such purpose pursuant to
Section 10.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer
shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of permanent Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as
permanent Notes.


 


SECTION 3.05.       Registration
of Transfer and Exchange.


 


Upon surrender for registration of transfer of any
Note at the office or agency of the Issuer designated pursuant to Section 10.02, the Issuer shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination
or denominations of a like aggregate principal amount.


 


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


 


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


 


Every Note presented or surrendered for registration
of transfer or for exchange shall (if so required by the Issuer or the Note Registrar) be duly endorsed, or be accompanied by written instruments
of transfer, in form satisfactory to the Issuer and the Note Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.


 


No service charge shall be made for any registration
of transfer or exchange or redemption of Notes, but the Issuer may require payment of a sum sufficient to cover any taxes, fees or other
governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant
to Sections 2.02, 3.04, 9.06, 10.16, 10.17 or 11.09 not involving any transfer.


 






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SECTION 3.06.       Mutilated,
Destroyed, Lost and Stolen Notes. If (1) any mutilated Note is surrendered to the Trustee, or (2) the Issuer and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Issuer and the Trustee
such security or indemnity to save each of them harmless from any claim, loss, cost or liability resulting from such lost or stolen Note,
then, in the absence of written notice to the Issuer or the Trustee that such Note has been acquired by a Protected Purchaser (as
defined in Section 8-303 of the Uniform Commercial Code) (a “Protected Purchaser”), the Issuer shall
execute and upon Issuer Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such
destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.


 


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


 


Upon the issuance of any new Note under this Section 3.06,
the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Note issued pursuant to this Section 3.06
in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer
and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall
be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.


 


The provisions of this Section 3.06 are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Notes.


 


SECTION 3.07.       Payment
of Interest; Interest Rights Preserved.


 


(a)           Interest
on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name such Note (or one or more Predecessor Notes) is registered at the close of business (if applicable) on the Regular Record
Date for such interest at the office or agency of the Issuer maintained for such purpose pursuant to Section 10.02; provided that,
subject to Section 3.01 hereof, each installment of interest may at the Issuer’s option be paid by (1) mailing a
check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 3.08, to the
address of such Person as it appears in the Note Register or (2) transfer to an account maintained by the payee; provided that payment
by wire transfer of immediately available funds shall be required with respect to principal of, premium on, if any, and interest on, all
Notes in global form and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer and the Paying
Agent; provided that for Notes not in global form the Paying Agent shall have received from the Holders satisfactory wire transfer instructions
at least ten calendar days prior to the related payment date and subject to surrender of the Note in the case of payments of principal
and premium, if any.


 






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


 


(1)            the
Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes)
are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note
and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than ten days prior to the date of the proposed payment and not less
than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer
of such Special Record Date, and in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be given in the manner provided for in Section 1.07, not less than ten days
prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having
been so given, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are
registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).


 


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


 


(c)           Subject
to the foregoing provisions of this Section 3.07, each Note delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by
such other Note.


 


SECTION 3.08.       Persons
Deemed Owners. Prior to the due presentment of a Note for registration of transfer, the Issuer, any Guarantor, the Trustee and any
agent of the Issuer or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose
of receiving payment of principal of (and premium, if any) and (subject to Sections 3.05 and 3.07) interest on such Note
and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, any Guarantor, the Trustee or
any agent of the Issuer or the Trustee shall be affected by notice to the contrary.


 


SECTION 3.09.       Cancellation.
All Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be cancelled by the Trustee in accordance with its customary procedures. The Issuer may
at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Notes previously authenticated hereunder which the Issuer has not issued and sold, and all Notes so delivered shall be cancelled by
the Trustee in accordance with its customary procedures. If the Issuer shall so acquire any of the Notes, however, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered to
the Trustee for cancellation. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 3.09,
except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance
with its customary procedures.


 






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SECTION 3.10.       Computation
of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.


 


SECTION 3.11.       Transfer
and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration
of transfer. When a Note is presented to the Note Registrar or a co-registrar with a request to register a transfer, the Note Registrar
shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial
Code are met. When Notes are presented to the Note Registrar or a co-registrar with a request to exchange them for an equal principal
amount of Notes of other denominations, the Note Registrar shall make the exchange as requested if the same requirements are met.


 


SECTION 3.12.       CUSIP
and ISIN Numbers. The Issuer in issuing the Notes may use CUSIP and ISIN numbers (in each case, if then generally in use) in
addition to serial numbers, and, if so, the Trustee shall use such CUSIP and ISIN numbers in addition to serial numbers in notices of
redemption, repurchase or other notices to Holders as a convenience to Holders; provided that the Trustee shall have no liability for
any defect in the CUSIP numbers as they appear on any Note, notice or elsewhere; provided, further, that any such notice may state that
no representation is made as to the correctness of such CUSIP and ISIN numbers either as printed on the Notes or as contained in any
notice of a redemption or repurchase and that reliance may be placed only on the serial or other identification numbers printed on the
Notes, and any such redemption or repurchase shall not be affected by any defect in or omission of such numbers. The Issuer will promptly
notify the Trustee in writing of any change in the CUSIP and ISIN numbers applicable to the Notes. Notwithstanding anything otherwise
to the contrary in this Indenture or the Notes, the Issuer may, and, at the Issuer’s direction, the Trustee shall, exchange Notes
then outstanding, including, in the case of any Global Notes, through a mandatory exchange at the Depository or otherwise in accordance
with Applicable Procedures, to reflect any change in the name of the Issuer, and/or the CUSIP and ISIN numbers with respect to the Notes
as may be necessary or appropriate to give effect to the exchange.


 


SECTION 3.13.       Issuance
of Additional Notes. The Issuer may, subject to Section 2.02 and Section 10.11 of this Indenture, issue additional Notes
having identical terms and conditions to the Initial Notes issued on the Issue Date (the “Additional Notes”), except,
if applicable, the initial Interest Payment Date, issue price and the initial interest accrual date. The Initial Notes and any Additional
Notes subsequently issued shall be treated as a single class for all purposes under this Indenture; provided that a separate CUSIP and
ISIN will be issued for the Additional Notes, unless the Initial Notes and the Additional Notes are treated as fungible for U.S. federal
income tax purposes.


 


Article Four


 


SATISFACTION
AND DISCHARGE


 


SECTION 4.01.       Satisfaction
and Discharge of Indenture. This Indenture shall be discharged and cease to be of further effect as to all Notes and the Trustee,
at the request and expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture
when either:


 


(1)            all
Notes 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 3.06 and (ii) Notes for whose payment money has theretofore been deposited in
trust with the Trustee or any Paying Agent or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged
from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or


 






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(2)            (a) all
such Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of
redemption or otherwise; will become due and payable within one year or may be called for redemption within one year under arrangements
reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer;
and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts (including
scheduled payments thereon) as will be sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire
indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and accrued interest
to the Stated Maturity or Redemption Date, as the case may be; provided, that upon any redemption that requires the payment of the relevant
Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited
with the Trustee equal to the relevant Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of
the date of redemption (any such amount the “Applicable Premium Deficit”) only required to be deposited with the Trustee
on or prior to the date of redemption. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to
the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall
be applied toward such redemption;


 


(b)            no
Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and simultaneous
deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to this Indenture
or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit
shall not result in a breach or violation of, or constitute a default under any material agreement or material instrument (other than
this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that
resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness
and, in each case, the granting of Liens in connection therewith);


 


(c)            the
Issuer has paid or caused to be paid all sums payable by it under this Indenture with respect to the Notes;


 


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


 


(e)            the
Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject
to customary assumptions and exclusions), each stating that all conditions precedent herein to the satisfaction and discharge of this
Indenture have been satisfied. Such Opinion of Counsel may rely on such Officer’s Certificate as to matters of fact, including clauses
(2)(a), (b), (c) and (d) above.


 






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Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Issuer to the Trustee under Section 6.07, the obligations of the Issuer to any Authenticating
Agent under Section 6.12 and, if money or Government Securities shall have been deposited with the Trustee pursuant to subclause (a) of
clause (2) of this Section 4.01, the obligations of the Trustee under Section 4.02 and the last paragraph of
Section 10.03 shall survive such satisfaction and discharge.


 


SECTION 4.02.       Application
of Trust Money. Subject to the provisions of the last paragraph of Section 10.03, all money or Government Securities (including
the proceeds thereof) deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer
acting as its own Paying Agent) of the principal (and premium, if any) and interest for whose payment such money or Government Securities
has been deposited with the Trustee; but such money or Government Securities need not be segregated from other funds except to the extent
required by law.


 


The Issuer shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to this Section 4.02 or
the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of
the Holders of the Outstanding Notes. The Trustee shall also deliver or pay to the Issuer from time to time upon Issuer Request any money
or Government Securities held by it which, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to
be deposited to effect an equivalent satisfaction and discharge, as applicable, in accordance with Article Four.


 


If the Trustee or Paying Agent is unable to apply
any money or Government Securities in accordance with Section 4.01 by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s
and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 4.01 until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Securities
in accordance with Section 4.01; provided that if the Issuer has made any payment of principal of (and premium, if any) or interest
on the Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of the Notes
to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.


 


Article Five


 


REMEDIES


 


SECTION 5.01.       Events
of Default. “Event of Default”, wherever used herein, means, with respect to the Notes, any one of the following
events:


 


(1)           default
in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;


 


(2)           default
for 30 days or more in the payment when due of interest on or with respect to the Notes;


 


(3)           failure
by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30%
in principal amount of the then Outstanding Notes (with a copy to the Trustee) to comply with any of its obligations, covenants
or agreements (other than a default referred to in clauses (1) or (2) above) contained in this Indenture or the Notes; provided
that in the case of a failure to comply with Section 10.09, such period of continuance of such default or breach shall be 120 days
after written notice described in this clause (3) has been given; provided, further, that any such notice may
not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice;


 






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(4)            default
under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Corporate Indebtedness
of the Issuer or any of the Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of the Restricted Subsidiaries
(other than Indebtedness owed to the Issuer or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created
after the issuance of the Notes, if both:


 


(A)            such
default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to
any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated
final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated final
maturity; and


 


(B)            the
principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay
principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated,
is in the aggregate, equal to the greater of (x) $175.0 million (or its foreign currency equivalent) and (y) 5.0% of Consolidated
Tangible Net Worth or more at any one time outstanding;


 


(5)            failure
by the Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of the greater of (x) $175.0 million and
(y) 5.0% of Consolidated Tangible Net Worth (to the extent not covered by insurance as to which the insurer has been notified of
such judgment or order and has not denied its obligation), which final judgments remain unpaid, undischarged and unstayed for a period
of more than 60 days after such judgment becomes final and non-appealable and, in the event such judgment is covered by insurance,
an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;


 


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


 


(A)            the
Issuer or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(i)            commences
proceedings to be adjudicated bankrupt or insolvent;


 


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


 


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


 


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


 






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


 


(i)            is
for relief against the Issuer or any Significant Subsidiary in an involuntary case;


 


(ii)            appoints
a custodian of the Issuer or any Significant Subsidiary or for all or substantially all of its property; or


 


(iii)            orders
the winding up or liquidation of the Issuer or any Significant Subsidiary; and


 


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


 


(7)            the
Guarantee of any Guarantor that is a Significant Subsidiary shall for any reason cease to be in full force and effect (except as contemplated
by the terms of this Indenture) or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary
denies in writing that it has any further liability under its Guarantee or gives written notice to such effect, other than by reason of
the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.


 


Any notice of Default, notice of acceleration or
instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”)
provided by any one or more Holders (each a “Directing Holder”) in accordance with this Indenture must be accompanied
by a written representation from each such Holder delivered to the Issuer and the Trustee that such Holder is not (or, in the case such
Holder is the depositary (which initially will be DTC) or its nominee, that such Holder is being instructed solely by beneficial owners
that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction
relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured
or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder
Direction, to covenant to provide the Issuer with such other information as the Issuer may reasonably request from time-to-time in order
to verify the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification
Covenant”). In any case in which the Holder is the depositary or its nominee, any Position Representation or Verification Covenant
required hereunder shall be provided by the beneficial owner of the Notes in lieu of the depositary or its nominee and the depositary
or its nominee shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction
to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in
good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation
and provides to the Trustee an Officer’s Certificate stating that the Issuer has initiated litigation (“Litigation”)
in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation,
and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to
such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted
and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter (a “Final
Decision”). Once such Officer’s Certificate has been provided to the Trustee, the Trustee shall take no future action
pursuant to the related Noteholder Direction until it receives notices of a Final Decision. If, following the delivery of a Noteholder
Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s Certificate stating that a Directing
Holder failed to satisfy its Verification Covenant (a “Verification Officer’s Certificate”), the cure period
with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from
the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification
Covenant, and the Trustee shall take no further action pursuant to the related Noteholder Direction until the Issuer provides a subsequent
Officer’s Certificate to the Trustee that such Verification Covenant has been satisfied (a “Covenant Satisfaction Officer’s
Certificate”). The Issuer shall promptly deliver a Covenant Satisfaction Officer’s Certificate following satisfaction
by the applicable Directing Holder of its Verification Covenant. Any breach of the Position Representation shall result in such Holder’s
participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of
Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder
Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have
occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default
or Event of Default. Notwithstanding anything in this paragraph to the contrary, any Noteholder Direction delivered to the Trustee during
the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing
paragraphs. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it
in accordance with this Indenture, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce
compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make
calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short
Derivative Instruments or otherwise and shall have no liability for ceasing to take any action, staying any remedy or otherwise failing
to act in accordance with a Noteholder Direction during the pendency of any Litigation or a Noteholder Direction after a Verification
Officer’s Certificate has been provided to it but prior to receipt of a Covenant Satisfaction Officer’s Certificate. The Trustee
shall have no liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction.


 






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SECTION 5.02.     Acceleration
of Maturity: Rescission and Annulment.


 


(a)            If
any Event of Default (other than an Event of Default specified in Section 5.01(6)) occurs and is continuing under this Indenture,
the Trustee or the Holders of at least 30% in aggregate principal amount of the then total Outstanding Notes may declare the principal,
premium, if any, interest and any other monetary obligations on all the then Outstanding Notes to be due and payable immediately, by a
notice in writing to the Issuer (and to the Trustee if given by Holders).


 


(b)            Upon
the effectiveness of a declaration under Section 5.02(a), such principal and interest will be due and payable immediately. Notwithstanding
the foregoing, in the case of an Event of Default arising under Section 5.01(6), all Outstanding Notes will become due and payable
without further action or notice.


 


(c)            At
any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter provided in this Article, the Holders of a majority in aggregate principal amount of the then Outstanding
Notes, by written notice to the Issuer and the Trustee, may, on behalf of the Holders of all the Notes, rescind and annul such acceleration
and its consequences, so long as such rescission and annulment would not conflict with any judgment of a court of competent jurisdiction,
if:


 


(1)            the
Issuer has paid or deposited with the Trustee a sum sufficient to pay:


 


(A)            all
overdue interest on all Outstanding Notes,


 


(B)            all
unpaid principal of (and premium, if any, on) any Outstanding Notes which has become due otherwise than by such declaration of acceleration,
and interest on such unpaid principal at the rate borne by the Notes,


 


(C)            to
the extent that payment of such interest is lawful, interest on overdue interest at the rate borne by the Notes, and


 


(D)            all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel; and



 






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(2)            Events
of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Notes, which have become due
solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13,


 


provided that no such rescission shall affect any subsequent default
or impair any right consequent thereon.


 


(d)            Notwithstanding
Section 5.02(c), in the event of any Event of Default specified in Section 5.01(4), such Event of Default and all consequences
thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded,
automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:


 


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


 


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


 


(3)            the
default that is the basis for such Event of Default has been cured.


 


(e)            Notwithstanding
any of the foregoing in this Section 5.02, the Trustee shall have no obligation to accelerate the Notes if, in the reasonable judgment
of the Trustee, acceleration is not in the interests of the Holders.


 


SECTION 5.03.     Collection
of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if:


 


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


 


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


 






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


 


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


 


SECTION 5.04.     Trustee
May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor including any Guarantor, upon the Notes
or the property of the Issuer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Issuer for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise,


 


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


 


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


 


and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or similar official in any such judicial proceeding is hereby authorized by each Holder of Notes to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount
due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 6.07.


 


Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment
or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding. The Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar
official and be a member of a creditors’ committee or other similar committee.


 






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SECTION 5.05.     Trustee
May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted
and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.


 


SECTION 5.06.     Application
of Money Collected. Any money or property collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if
any) or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof
if fully paid:


 


FIRST:
To the payment of all amounts due the Trustee and its agents and attorneys (including any predecessor Trustee) under Section 6.07;


 


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


 


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


 


The Trustee may fix a record date and
payment date for any payment to Holders of the Notes pursuant to this Section 5.06.


 


SECTION 5.07.     Limitation
on Suits. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder shall pursue
any remedy with respect to this Indenture or the Notes, unless:


 


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


 


(2)            Holders
of at least 30% in aggregate principal amount of the total Outstanding Notes have requested the Trustee in writing to pursue the remedy;


 


(3)            Holders
have provided to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability, claim or expense;


 


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


 






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(5)            Holders
of a majority in principal amount of the then total Outstanding Notes have not given the Trustee a direction inconsistent with such request
within such 60-day period,


 


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


 


SECTION 5.08.      Right
of Holders to Bring Suit for Payment. Subject to Sections 10.16(g) and 10.17(e), the contractual right of any Holder of any
outstanding Note to bring suit for the enforcement of any payment of principal of, premium, if any, and interest on such Note, on or
after the respective Maturity expressed in such Note (including in connection with an Asset Sale Offer or a Change of Control Offer),
shall not be amended without the consent of such Holder.


 


SECTION 5.09.      Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
or the Guarantees and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, any Guarantor, any other
obligor of the Notes, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


SECTION 5.10.      Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Notes in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or
to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 


SECTION 5.11.      Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


SECTION 5.12.      Control
by Holders. The Holders of a majority in principal amount of the total Outstanding Notes shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred
on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee
determines is unduly prejudicial to the rights of any other Holder or would involve the Trustee in personal liability. The Trustee may
take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 






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SECTION 5.13.      Waiver
of Past Defaults. Holders of a majority in aggregate principal amount of the then Outstanding Notes by notice to the Trustee may
on behalf of the Holders of all the Notes waive any existing Default or Event of Default and its consequences under this Indenture (except
(1) a continuing Default or Event of Default in the payment of interest on, premium, if any, or the principal of any such Note held
by a non-consenting Holder, or (2) in respect of a covenant or provision hereof or in any Guarantee which under Article Nine
cannot be modified or amended without the consent of the Holder of each Outstanding Note affected, which shall require the consent of
all Holders of the Notes) and rescind any acceleration and its consequences with respect to the Notes; provided that such rescission
would not conflict with any judgment of a court of competent jurisdiction.


 


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


 


SECTION 5.14.      Waiver
of Stay or Extension Laws. Each of the Issuer, the Guarantors and any other obligor on the Notes covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and each of the Issuer, the Guarantors and any other obligor on the Notes (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been
enacted.


 


SECTION 5.15.      Undertaking
for Costs.


 


In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorney’s fees and expenses, against any party litigant in the suit, having
due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 5.15 does not apply
to a suit by the Trustee, a suit by a Holder relating to right to payment hereof, or a suit by Holders of more than 10% in principal
amount of the then Outstanding Notes.


 


Article Six


 


THE
TRUSTEE


 


SECTION 6.01.      Duties
of the Trustee.


 


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


 


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


 


(2)            in
the absence of gross negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements
of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided
to it, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture,
but not to verify the contents thereof including the accuracy of any mathematical calculations.


 






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(b)           If
an Event of Default has occurred and is continuing of which written notice of such Event of Default shall have been given to a Responsible
Officer by the Issuer, any other obligor of the Notes or by Holders of at least 30% of the aggregate principal amount of the Notes, the
Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.


 


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


 


(1)            this
paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.01;


 


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


 


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


 


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


 


(d)           Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section 6.01.


 


SECTION 6.02.      Notice
of Defaults. Within 90 days after receipt by a Responsible Officer of the Trustee from the Issuer of written notice of the occurrence
of any Default or Event of Default hereunder, the Trustee shall transmit to the Holders notice of such Default or Event of Default hereunder
known to the Trustee, unless such Default or Event of Default shall have been cured or waived; provided that, except in the case of a
Default or Event of Default in the payment of the principal of (or premium, if any, on) or interest on any Note, the Trustee shall be
protected in withholding such notice if and so long as Responsible Officers of the Trustee in good faith determines that the withholding
of such notice is in the best interest of the Holders.


 


SECTION 6.03.      Certain
Rights of Trustee.


 


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


 






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(2)            any
request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order and any resolution
of the Board may be sufficiently evidenced by a Board Resolution certified by the Secretary or an Assistant Secretary of the Issuer to
have been duly adopted by the Board of the Issuer and to be in full force and effect on the date of such certification, and delivered
to the Trustee;


 


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


 


(4)            the
Trustee shall not be charged with knowledge of any fact, Default or Event of Default with respect to the Notes unless written notice
of such fact, Default or Event of Default shall have been received by a Responsible Officer from the Issuer, any other obligor of the
Notes or from Holders of at least 30% of the aggregate principal amount of the Notes and references this Indenture and the Notes. Delivery
of any reports to the Trustee pursuant to Section 10.09 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer’s Certificates);


 


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


 


(6)            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 it against any loss, liability, claim or expense;


 


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


 


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


 






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


 


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


 


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


 


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


 


(13)          the
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust
Office of the Trustee, and such notice references the Notes and this Indenture;


 


(14)          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 reasonable control, including, without limitation, acts of war or terrorism,
civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunction of utilities,
third-party communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable
efforts which are consistent with accepted practices to resume performance as soon as practicable under the circumstances;


 


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


 


(16)          the
Trustee shall have no obligation to pursue any action that is not in accordance with applicable law;


 


(17)          in
no event shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes issued hereunder; and


 


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


 






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SECTION 6.04.      Trustee
Not Responsible for Recitals or Issuance of Notes. The recitals contained herein and in the Notes, except for the Trustee’s
certificates of authentication, shall be taken as the statements of the Issuer, and neither the Trustee nor any Agent assumes responsibility
for their correctness. Neither the Trustee nor any Agent makes representations as to the validity or sufficiency of this Indenture or
of the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes
and perform its obligations hereunder. Neither the Trustee nor any Agent shall be accountable for the use or application by the Issuer
of Notes or the proceeds thereof or the Offering Memorandum or any other documents used in connection with the sale or distribution of
the Notes.


 


SECTION 6.05.      May Hold
Notes. The Trustee, any Paying Agent, any Note Registrar or any other agent of the Issuer or of the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer with the same rights it would have
if it were not the Trustee, Paying Agent, Note Registrar or such other agent; provided, that, if it acquires any conflicting interest
(as such term is defined in the Trust Indenture Act), it must eliminate such conflict within 90 days or resign as Trustee.


 


SECTION 6.06.      Money
Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing
with the Issuer.


 


SECTION 6.07.      Compensation
and Reimbursement. The Issuer and the Guarantors, jointly and severally, agree:


 


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


 


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


 


(3)            to
indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, claim, damage or
expense, including taxes (other than the taxes based on the income of the Trustee), incurred without gross negligence or willful
misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable
costs and expenses of defending itself against any claim regardless of whether the claim is asserted by the Issuer, a Guarantor, a Holder
or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder, including the
reasonable costs and expenses of enforcing this Indenture or a Guarantee against the Issuer or a Guarantor (including this Section 6.07).


 


The obligations of the Issuer and the Guarantors
under this Section 6.07 to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and
to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture and resignation or removal of the Trustee. As security for the performance of such obligations of the Issuer,
the Trustee shall have a lien prior to the Notes upon all property and funds held or collected by the Trustee as such, except funds held
in trust solely for the benefit of the Holders entitled thereto for the payment of principal of (and premium, if any) or interest on
particular Notes.


 






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Without prejudice to any other rights available
to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified
in Section 5.01(6), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such
services are intended to constitute expenses of administration under any applicable Bankruptcy Law. “Trustee” for
the purposes of this Section 6.07 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder
and each agent, custodian and other person employed to act hereunder as permitted by this Indenture; provided, however, that the gross
negligence or willful misconduct of any predecessor Trustee hereunder shall not affect the rights of any other successor Trustee hereunder
(other than a successor Trustee that is successor by merger or consolidation to such predecessor Trustee).


 


The provisions of this Section 6.07 shall survive
the satisfaction and discharge of this Indenture and resignation or removal of the Trustee.


 


SECTION 6.08.      Corporate
Trustee Required; Eligibility. There shall be at all times a Trustee hereunder which shall be eligible to act as Trustee under TIA
Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of federal, State, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section 6.08, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section 6.08, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.


 


SECTION 6.09.      Resignation
and Removal; Appointment of Successor.


 


(a)            If
the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate
such interest within 90 days or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest with respect
to the Notes by virtue of being a trustee under this Indenture.


 


(b)           No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.10.


 


(c)            The
Trustee may resign at any time by giving 30 days’ prior written notice thereof to the Issuer. Upon receiving such notice of
resignation, the Issuer shall promptly appoint a successor trustee by written instrument, a copy of which shall be delivered to
the resigning Trustee and a copy to the successor Trustee. If the instrument of acceptance by a successor Trustee required by Section 6.10 shall
not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may
petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Trustee.


 


(d)           The
Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered
to the Trustee and to the Issuer 30 days prior to the removal’s effectiveness. If the instrument of acceptance by a successor Trustee
required by Section 6.10 shall not have been delivered to the Trustee within 30 days after the giving of such notice of
removal, the Trustee being removed may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment
of a successor Trustee.


 






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


 


(f)            the
Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders
in the manner provided for in Section 1.07. Each notice shall include the name of the successor Trustee and the address of its Corporate
Trust Office.


 


SECTION 6.10.       Acceptance
of Appointment by Successor.


 


(a)            Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its charges and subject
to its lien, if any, provided for in Section 6.07, execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.


 


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


 


SECTION 6.11.      Merger,
Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder; provided such corporation shall be otherwise eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes. In case
at that time any of the Notes shall not have been authenticated, any successor Trustee may authenticate such Notes either in the name
of any predecessor hereunder or in the name of the successor Trustee. In all such cases such certificates shall have the full force and
effect which this Indenture provides for the certificate of authentication of the Trustee shall have; provided that, the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate Notes in the name of any predecessor Trustee shall apply
only to its successor or successors by merger, conversion or consolidation.


 






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SECTION 6.12.      Appointment
of Authenticating Agent. At any time when any of the Notes remain Outstanding, the Trustee may appoint one or more agents (each
an “Authenticating Agent”) with respect to the Notes which shall be authorized to act on behalf of the Trustee to
authenticate Notes and the Trustee shall give written notice of such appointment to all Holders of Notes with respect to which such
Authenticating Agent will serve, in the manner provided for in Section 1.07. Notes so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by an authorized signatory of the Trustee, and a copy of such instrument shall
be promptly furnished to the Issuer. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the
Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on
behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating
Agent. Each Authenticating Agent shall be acceptable to the Issuer.


 


Any corporation into which an Authenticating Agent
may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided such corporation shall be
otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.


 


An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Issuer. Upon receiving such a notice of resignation
or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section 6.12, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Issuer and shall
give written notice of such appointment to all Holders of Notes, in the manner provided for in Section 1.07. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section 6.12.


 


The Issuer agrees to pay to each Authenticating
Agent from time to time such compensation for its services under this Section 6.12 as shall be agreed in writing between the Issuer
and such Authenticating Agent.


 


If an appointment is made pursuant to this Section 6.12,
the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication
in the following form:


 






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


 


	 	 	U.S.
BANK NATIONAL ASSOCIATION, 

as Trustee
	 	 	 
	 	 	 
	Date:	 	 	By:	                    
	 	 	 	 	as
    Authenticating Agent
	 	 	 	 
	 	 	 	By:	
	 	 	 	 	Authorized Signatory 



 


Article Seven


 


HOLDERS
LISTS AND REPORTS BY TRUSTEE AND ISSUER


 


SECTION 7.01.      Issuer
to Furnish Trustee Names and Addresses. The Issuer will furnish or cause to be furnished to the Trustee:


 


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


 


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


 


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


 


SECTION 7.02.      Reports
by Trustee.


 


Within 60 days after December 31 of
each year commencing with December 31, 2021, the Trustee shall transmit to the Holders of Notes (with a copy to the Issuer
at the address specified in Section 1.06), in the manner and to the extent provided in TIA Section 313(c), a brief report dated
as of such December 31 that complies with TIA Section 313(a), if so required by that Section. The Trustee also shall comply
with TIA Section 313(b). A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee
with each stock exchange, if any, upon which the Notes are listed, with the SEC to the extent the Notes are registered, and with the
Issuer. The Issuer will promptly notify the Trustee in writing when the Notes are listed on any stock exchange and any delisting thereof.


 


Article Eight


 


MERGER,
CONSOLIDATION, AMALGAMATION OR SALE

OF ALL OR SUBSTANTIALLY ALL ASSETS


 


SECTION 8.01.      Issuer
May Consolidate, Etc., Only on Certain Terms.


 


(a)           The
Issuer shall not merge, consolidate or amalgamate with or into or wind up into (whether or not the Issuer is the surviving Person), or
sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and
its Restricted Subsidiaries, taken as a whole (net of any associated non-recourse or secured obligations), in one or more related transactions,
to any Person unless:


 


(1)            the
Issuer is the surviving Person or the Person formed by or surviving any such merger, consolidation or amalgamation (if other than the
Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized
or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof or the
District of Columbia (such Person, as the case may be, being herein called the “Successor Company”); provided that
in the case where the Successor Company is not a corporation, a corporation organized or existing under the laws of the United States,
any state thereof or the District of Columbia becomes a co-obligor of the Notes;


 






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(2)            the
Successor Company, if other than the Issuer, expressly assumes all the Obligations of the Issuer under this Indenture and the Notes,
in each case, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;


 


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


 


(4)            immediately
after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the
beginning of the Applicable Measurement Period,


 


(A)           the
Successor Company or the Issuer would be permitted to incur at least $1.00 of additional Indebtedness under the provisions of Section 10.11(a), or


 


(B)            the
Fixed Charge Coverage Ratio for the Issuer (or the Successor Company, as applicable) and its Restricted Subsidiaries would be equal to
or greater than the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries for the Applicable Measurement Period immediately
prior to such transaction; and


 


(5)            the
Issuer or, if applicable, the Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that such merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or disposition and
such supplemental indentures or other documents or instruments, if any, comply with this Indenture.


 


(b)           The
Successor Company shall succeed to, and be substituted for, the Issuer under this Indenture and the Notes and the Issuer shall automatically
be released and discharged from its obligations under this Indenture and the Notes.


 


This Article Eight shall not apply to (1) any
merger, consolidation or amalgamation, or sale, assignment, transfer, lease, conveyance or other disposition of assets, among the Issuer
and its Restricted Subsidiaries, (2) a merger, consolidation or amalgamation of the Issuer with or into an Affiliate of the Issuer,
solely for the purpose of reincorporating the Issuer in the United States, any state thereof or the District of Columbia, and (3) any
Required Asset Sale that complies with Section 10.17.


 


SECTION 8.02.       Guarantors
May Consolidate, Etc., Only on Certain Terms. Subject to Section 12.08, no Guarantor shall, and the Issuer shall not permit
a Guarantor to, merge, consolidate or amalgamate with or into or wind up into (whether or not such Guarantor is the surviving Person),
or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or
more related transactions, to any Person unless:


 


(1) (A)     such Guarantor is the surviving Person or the Person formed by or surviving any such merger, consolidation or amalgamation (if other
than such Guarantor or another Guarantor or the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made is a Person organized or existing under the laws of the jurisdiction of organization of such
Guarantor, as the case may be, or the laws of the United States, any state thereof or the District of Columbia, (such Guarantor or
such Person, as the case may be, being herein called the “Successor Guarantor”);


 






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(B)            the
Successor Guarantor, if other than such Guarantor or another Guarantor or the Issuer, expressly assumes all the obligations of such Guarantor
under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments;
and


 


(C)            except
in the case of a merger entered into solely for the purpose of reincorporating a Guarantor in another jurisdiction, immediately after
such transaction, no Event of Default exists; or


 


(2)            the
transaction is not prohibited by Section 10.17.


 


Subject to Section 12.08,
the Successor Guarantor shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee
and such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s
Guarantee. Notwithstanding the foregoing, any Guarantor may (i) merge, consolidate or amalgamate with or into, wind up into or transfer
all or part of its properties and assets to another Guarantor or the Issuer, (ii) merge, consolidate or amalgamate with or into
an Affiliate of the Issuer solely for the purpose of reincorporating or reorganizing the Guarantor in the United States, any state thereof,
the District of Columbia or any territory thereof, (iii) convert into a Person organized or existing under the laws of the jurisdiction
of organization of such Guarantor or a jurisdiction in the United States, or (iv) liquidate or dissolve or change its legal form
if the Board of the Issuer or the senior management of the Issuer determines in good faith that such action is in the best interests
of the Issuer and is not materially disadvantageous to the Holders, in each case, without regard to the requirements set forth in this
Section 8.02.


 


Notwithstanding anything to
the contrary in Section 1.03 of this Indenture, no Officer’s Certificate or Opinion of Counsel shall be required in connection
with the merger, consolidation, amalgamation or winding up of a Guarantor in accordance with this Section 8.02.


 


SECTION 8.03.       Successor
Substituted. Upon any merger, consolidation or amalgamation or any sale, assignment, transfer, lease, conveyance or disposition of
all or substantially all of the assets of the Issuer or any Guarantor in accordance with Sections 8.01 and 8.02 hereof,
the successor Person formed by such consolidation or into which the Issuer or such Guarantor, as the case may be, is merged or the successor
Person to which such sale, assignment, transfer, lease, conveyance or disposition is made, shall succeed to, and be substituted for,
and may exercise every right and power of, the Issuer or such Guarantor, as the case may be, under this Indenture or the Guarantees,
as the case may be, with the same effect as if such successor Person had been named as the Issuer or such Guarantor, as the case may
be, herein or the Guarantees, as the case may be. When a successor Person assumes all obligations of its predecessor hereunder, the Notes
or the Guarantees, as the case may be, such predecessor shall be released from all obligations; provided that in the event of a transfer
or lease, the predecessor shall not be released from the payment of principal and interest or other obligations on the Notes or the Guarantees,
as the case may be.


 


SECTION 8.04.      Division.
Any reference herein to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed
to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of
a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger,
consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person.
Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division
of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary,
joint venture or any other like term shall also constitute such a Person or entity).


 






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Article Nine


 


SUPPLEMENTAL
INDENTURES


 


SECTION 9.01.      Amendments
or Supplements Without Consent of Holders. The Issuer, any Guarantor (with respect to any amendment relating to its Guarantee or
this Indenture) and the Trustee, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture,
the Notes and any Guarantee without the consent of any Holder, for any of the following purposes:


 


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


 


(2)            to
provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating
to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder;


 


(3)            to
comply with Article Eight of this Indenture;


 


(4)            to
provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this Indenture;


 


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


 


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


 


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


 


(8)            to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act,
if applicable;


 


(9)            to
evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent hereunder
pursuant to the terms hereof;


 


(10)          to
add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture;


 


(11)          to
comply with the rules of any applicable securities depositary;


 






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(12)          to
conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of
the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation
of a provision of this Indenture, the Guarantees or the Notes;


 


(13)          to
make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture,
including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does
not materially and adversely affect the rights of Holders to transfer Notes;


 


(14)          to
secure the Notes and/or the related Guarantees; and


 


(15)          to
release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture.


 


For avoidance of doubt, the Issuer need not be a
party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03.


 


SECTION 9.02.      Amendments,
Supplements or Waivers with Consent of Holders.


 


(a)            With
the consent of the Holders of at least a majority in principal amount of the then Outstanding Notes (including consents obtained in connection
with a purchase of, or tender offer or exchange offer for, the Notes), the Issuer, any Guarantor (with respect to any Guarantee to which
it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes or any Guarantee by a supplemental
indenture hereto for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions
hereof or thereof or modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection
with a purchase of, or tender offer or exchange offer for, the Notes), and any existing Default or Event of Default or compliance with
any provision of this Indenture, the Notes or any Guarantee may be waived with the consent of the Holders of at least a majority in principal
amount of the then Outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer
for, the Notes); provided that, without the consent of each affected Holder, no such amendment, supplement or waiver shall, with respect
to any Notes held by a non-consenting Holder:


 


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


 


(2)            reduce
the principal of or change the Maturity of any such Note or reduce the premium payable upon the redemption of such Notes or change the
time at which such Notes may be redeemed pursuant to Section 11.01; provided that any amendment to the minimum notice requirement
may be made with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes;


 


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


 


(4)            waive
a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes and a waiver of the payment
default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which
cannot be amended or modified without the consent of all affected Holders;


 






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


 


(6)            make
any change in Section 5.13 or the rights of Holders to receive payments of principal of or premium, if any, or interest on
the Notes;


 


(7)            make
any change in these amendment and waiver provisions;


 


(8)            amend
the contractual right of any Holder expressly set forth in this Indenture and the Notes to institute suit for the enforcement of any
payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor;


 


(9)            make
any change to or modify the ranking of the Notes that would adversely affect the Holders; or


 


(10)          except
as expressly permitted by this Indenture, modify the Guarantee of any Significant Subsidiary in any manner materially adverse to the
Holders.


 


(b)           It
shall not be necessary for the consent of Holders under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, and it shall be sufficient if such consent approves the substance thereof.


 


SECTION 9.03.      Execution
of Amendments, Supplements or Waivers. In executing, or accepting the additional trusts created by, any amendment, supplement or
waiver permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided
with, and shall be fully protected in relying upon, an Officer’s Certificate and Opinion of Counsel stating that the execution
of such amendment, supplement or waiver is authorized and permitted by this Indenture and that such amendment, supplement or waiver is
the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its
terms, subject to customary exceptions and qualifications, and complies with the provisions hereof. The Trustee has no duty to determine
whether a supplemental indenture under this Article Nine need be entered into or whether any provisions of any supplemental indenture
are correct. The Trustee shall not be responsible for the Issuer’s failure to comply with this Article. Guarantors may, but shall
not be required to, execute supplemental indentures that do not modify such Guarantor’s Guarantee. The Trustee may, but shall not
be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.


 


SECTION 9.04.      Effect
of Amendments, Supplements or Waivers. Upon the execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such amendment, supplement or waiver shall form a part of this Indenture for all purposes;
and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.


 


SECTION 9.05.      [Reserved].


 


SECTION 9.06.      Reference
in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant
to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided
for in such supplemental indenture. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Trustee
and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the
Trustee in exchange for Outstanding Notes.


 






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SECTION 9.07.     Notice
of Supplemental Indentures. Promptly after the execution by the Issuer, any Guarantor and the Trustee of any supplemental indenture
pursuant to the provisions of Section 9.02, the Issuer shall give notice thereof to the Holders of each Outstanding Note affected,
in the manner provided for in Section 1.07, setting forth in general terms the substance of such supplemental indenture; provided
that failure to give such notice shall not impair the validity of such supplemental indenture.


 


Article Ten


 


COVENANTS


 


SECTION 10.01.     Payment
of Principal, Premium, if any, and Interest. The Issuer covenants and agrees for the benefit of the Holders that it will duly and
punctually pay the principal of (and premium, if any) and interest on the Notes in accordance with the terms of the Notes and this Indenture.


 


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


 


SECTION 10.02.     Maintenance
of Office or Agency. The Issuer will maintain in The City of New York, an office or agency where Notes may be presented or surrendered
for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer
in respect of the Notes and this Indenture may be served. The designated office of the Trustee shall be such office or agency of the
Issuer in The City of New York, unless the Issuer shall designate and maintain some other office or agency for one or more of such
purposes. The Issuer will give prompt written notice to the Trustee of any change in the location of such office or agency. If at
any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuer
hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 


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


 


SECTION 10.03.     Money
for Notes Payments to Be Held in Trust. If the Issuer shall at any time act as its own Paying Agent, it will, on or before each due
date of the principal of (or premium, if any) or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal of (or premium, if any) or interest so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee in writing of its action or failure
so to act.


 






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Whenever the Issuer shall have one or more
Paying Agents for the Notes, it will, on or before each due date of the principal of (or premium, if any) or interest on any Notes in
accordance with Section 10.01, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless
such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee in writing of such action or any failure so to act.


 


Each Paying Agent agrees:


 


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


 


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


 


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


 


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


 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Issuer, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining
unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Issuer on Issuer
Request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Issuer as Trustee thereof, shall thereupon cease; provided, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan,
The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.


 


SECTION 10.04.     Organizational
Existence. Subject to Article Eight, the Issuer will do or cause to be done all things necessary to preserve and keep in
full force and effect its organizational existence and that of each Restricted Subsidiary and the rights and franchises of the Issuer
and each Restricted Subsidiary to conduct business; provided, that the Issuer shall not be required to preserve any such right or franchise
if the Board of the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the
Issuer and its Subsidiaries, taken as a whole. For the avoidance of doubt, the Issuer and its Restricted Subsidiaries will be permitted
to change their organizational form; provided that for so long as the Issuer is organized as a partnership or a limited liability company,
it will maintain a corporate co-issuer of the Notes.


 






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SECTION 10.05.     Payment
of Taxes and Other Claims. The Issuer will pay or discharge or cause to be paid or discharged, before the same shall become delinquent,
(1) all taxes, assessments and governmental charges levied or imposed upon the Issuer or any Subsidiary or upon the income, profits
or property of the Issuer or any Subsidiary and (2) all lawful claims for labor, materials and supplies, which, if unpaid, might
by law become a lien upon the property of the Issuer or any Subsidiary; provided, that the Issuer shall not be required to pay or discharge
or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested
in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of
the Issuer) are being maintained in accordance with GAAP.


 


SECTION 10.06.     [Reserved].


 


SECTION 10.07.     [Reserved].


 


SECTION 10.08.     Statement
by Officer as to Default.


 


(a)            The
Issuer will deliver to the Trustee within 120 days after the end of each fiscal year, an Officer’s Certificate stating
that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under
the supervision of the signing officer with a view to determining whether it has kept, observed, performed and fulfilled, and has caused
each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating that,
to the best of his or her knowledge, the Issuer during such preceding fiscal year has kept, observed, performed and fulfilled, and
has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture
and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of
Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe
its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments
on the account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the
event and what action each is taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the
Trustee should the Issuer elect to change the manner in which it fixes its fiscal year-end. For purposes of this Section 10.08(a),
such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.


 


(b)            When
any Default has occurred and is continuing under this Indenture, the Issuer shall deliver to the Trustee by registered or certified mail
or facsimile transmission an Officer’s Certificate specifying such event, notice or other action within 30 calendar days of becoming
aware of such Default.


 


SECTION 10.09.     Reports
and Other Information.


 


(a)            Following
the Issue Date and so long as any Notes are outstanding, the Issuer shall furnish to the Holders:


 


(1)            (x) all
annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms
10-K and 10-Q of the Issuer, if the Issuer were required to file such forms, plus a “Management’s Discussion and Analysis
of Financial Condition and Results of Operations,” (y) with respect to the annual and quarterly information, a presentation
of “Adjusted EBITDA” (as defined in the Offering Memorandum) of the Issuer substantially consistent with the presentation
thereof in the Offering Memorandum and derived from such financial information, and (z) with respect to the annual financial statements
only, a report on the annual financial statements by the Issuer’s independent registered public accounting firm; and


 






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(2)            within
10 Business Days after the occurrence of an event required to be therein reported, such other information containing substantially the
same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01 (which,
with respect to acquisitions, shall be only with respect to acquisitions that are “significant” pursuant to clauses (1) and
(2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X), 2.05, 2.06, 4.01, 4.02, 5.01
and 5.02(b) (only with respect to the principal executive officer, president, principal financial officer, principal accounting
officer and principal operating officer) and 5.02(c) (other than with respect to information otherwise required or contemplated
by Item 402 of Regulation S-K promulgated by the SEC) as in effect on the Issue Date if the Issuer were required to file such reports;
provided, however, that no such current report shall be required to include as an exhibit, or to include a summary of the terms of, any
employment or compensatory arrangement agreement, plan or understanding between the Issuer (or any of its Subsidiaries) and any director,
manager or executive officer, of the Issuer (or any of its Subsidiaries);


 


provided, however, that (i) in no event shall such information
or reports be required to comply with Rule 3-10 of Regulation S-X promulgated by the SEC or contain separate financial statements
for the Issuer, the Guarantors or other Subsidiaries the shares of which are pledged to secure the Notes or any Guarantee that would
be required under (a) Section 3-09 of Regulation S-X to the extent that the Issuer determines in its good faith judgment
that such information would not be material to the Holders or the business, assets, operations, financial positions or prospects of the
Issuer and its Restricted Subsidiaries, (b) Section 3-10 of Regulation S-X or (c) Section 3-16 of Regulation S-X,
respectively, promulgated by the SEC, (ii) in no event shall such information or reports be required to comply with Regulation G
under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures
contained therein, (iii) no such information or reports referenced under clause (2) above shall be required to be furnished
if the Issuer determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations
or financial position of the Issuer and its Restricted Subsidiaries, taken as a whole, (iv) in no event shall such information or
reports be required to include any information that is not otherwise similar to information currently included in the Offering Memorandum,
other than with respect to information or reports provided under clause (2) above and (v) in no event shall information
or reports referenced in clause (2) above be required to include as an exhibit copies of any agreements, financial statements
or other items that would be required to be filed as exhibits to a current report on Form 8-K except for (x) agreements evidencing
material Indebtedness and (y) historical and pro forma financial statements to the extent reasonably available and, in any case
with respect to pro forma financial statements, to include only pro forma revenues, “Adjusted EBITDA” (as defined in the
Offering Memorandum and on a basis substantially consistent with the presentation thereof in the Offering Memorandum) and capital expenditures
in lieu thereof.


 


All such annual information and reports shall be
furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly information and reports shall
be furnished within 45 days after the end of the fiscal quarter to which they relate.


 


At any time that any of the Issuer’s Subsidiaries
are Unrestricted Subsidiaries, the quarterly and annual financial information required by the preceding paragraph will include a
reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition
and results of operations of the Issuer and Restricted Subsidiaries separate from the financial condition and results of operations of
such Unrestricted Subsidiaries of the Issuer.


 






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The
Issuer shall make available such information and such reports (as well as, if required, the details regarding the audio presentation
or conference call, as applicable, described below) to any Holder and, upon request, to any beneficial owner of the Notes, in each
case by posting such information and reports on its website, on Intralinks or any comparable password-protected online data system which
shall require a confidentiality acknowledgment, and shall make such information and reports readily available to any Holder, any prospective
investor in the Notes, any securities analyst (to the extent providing analysis of investment in the notes) or any market maker in the
Notes who agrees to treat such information and reports as confidential or accesses such information and reports on Intralinks or any
comparable password-protected online data system which shall require a confidentiality acknowledgment; provided that the Issuer shall
post such information and reports thereon and make readily available any password or other login information to any such Holder, bona
fide prospective investor, securities analyst or market maker; provided, further, however, that the Issuer may deny access to any competitively-sensitive
information and reports otherwise to be provided pursuant to this paragraph to any such Holder, prospective investor, security analyst
or market maker that is a competitor of the Issuer and its Subsidiaries to the extent that the Issuer determines in good faith that the
provision of such information and reports to such Person would be competitively harmful to the Issuer and its Subsidiaries; and provided,
further, that such Holders, prospective investors, security analysts or market makers shall agree to (i) treat all such reports
(and the information contained therein) and information as confidential, (ii) not use such reports and the information contained
therein for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such
reports (and the information contained therein).


 


If the Issuer (or a Parent Entity) is not required
to file reports under Section 13 or 15(d) of the Exchange Act, the Issuer shall, within a reasonably prompt period of time
following the disclosure of the annual and quarterly information required above, (i) conduct an audio presentation consistent with
past practice of the Issuer or (ii) hold a conference call, in either case, with respect to such information and results of operations
for the relevant reporting period. No fewer than three (3) Business Days prior to the date of the audio presentation or conference
call required to be held in accordance with the preceding sentence, the Company shall issue a press release to the appropriate internationally
recognized wire services announcing the date that such information will be available and the time and date of such audio presentation
or conference call.


 


(b)            The
Issuer shall provide S&P and Moody’s (and their respective successors) with information on a periodic basis as S&P or Moody’s,
as the case may be, shall reasonably require in order to maintain public ratings of the Notes. In addition, to the extent not satisfied
by the foregoing, the Issuer shall furnish to prospective investors, upon their request, any information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.


 


(c)            The
Issuer may satisfy its obligations under this Section 10.09 with respect to financial information relating to the Issuer by furnishing
financial and other information relating to any Parent Entity instead of the Issuer; provided that to the extent such Parent Entity
holds assets (other than its direct or indirect interest in the Issuer) that exceeds the lesser of (i) 1.0% of Total Assets of such
Parent Entity and (ii) 1.0% of the total consolidated revenue for the preceding fiscal year of such Parent Entity, then such information
related to such Parent Entity shall be accompanied by consolidating information, which may be unaudited, that explains in reasonable
detail the differences between the information of such Parent Entity, on the one hand, and the information relating to the Issuer
and its Subsidiaries on a stand-alone basis, on the other hand.


 






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(d)            The
Issuer shall be deemed to have furnished the financial statements and other information referred to in Section 10.09(a)(1) and
(2) if the Issuer or any Parent Entity has filed reports containing such information with the SEC.


 


To the extent any information is not provided within
the time periods specified in this Section 10.09 and such information is subsequently provided, the Issuer shall be deemed to have
satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.
The Trustee shall have no responsibility to determine if the Issuer has filed any statements or information with the SEC or posted such
statements or information on its website or Intralinks or any comparable password-protected online data system.


 


SECTION 10.10.     Limitation
on Restricted Payments.


 


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


 


(I)            declare
or pay any dividend or make any payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’
Equity Interests (in each case, solely to a holder of Equity Interests in such Person’s capacity as a holder of such Equity Interests),
including any dividend or distribution payable in connection with any merger, amalgamation or consolidation other than:


 


(A)            dividends,
payments or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer or in options,
warrants or other rights to purchase such Equity Interests (other than Disqualified Stock); or


 


(B)            dividends,
payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in
respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary of the Issuer, the
Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its
Equity Interests in such class or series of securities;


 


(II)            purchase,
redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any Parent Entity, including in connection
with any merger, amalgamation or consolidation, in each case held by a Person other than the Issuer or a Restricted Subsidiary;


 


(III)            make
any principal payment on, or redeem, repurchase, defease, discharge or otherwise acquire or retire for value, in each case prior to any
scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness of the Issuer or any Guarantor, other than:


 


(A)            Indebtedness
permitted to be incurred or issued under clauses (11), (12) or (13) of Section 10.11(b); or


 


(B)            the
redemption, defeasance, purchase, repurchase, discharge or other acquisition of Subordinated Indebtedness purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of redemption,
defeasance, purchase, repurchase, discharge or acquisition; or


 






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(IV)            make
any Restricted Investment;


 


(all such payments and other actions set forth in clauses (I) through
(IV) above (other than any exceptions thereto) being collectively referred to as “Restricted Payments”), unless,
at the time of such Restricted Payment:


 


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


 


(2)            the
Relevant Condition is satisfied at the time thereof, or immediately after giving effect to such transaction on a pro forma basis, the
Issuer could incur $1.00 of additional Indebtedness under Section 10.11(a); and


 


(3)            such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries
after September 29, 2020 (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of
dividends on Refunding Capital Stock (as defined below) pursuant to clause (b) thereof only), (6)(C) and (8) of Section 10.10(b),
but excluding all other Restricted Payments permitted by Section 10.10(b)), is less than the sum of (without duplication):


 


		(a)	50.0% of the Consolidated Net Income of the Issuer for each fiscal quarter
                                            from July 1, 2020 to June 30, 2021, or, in the case such Consolidated Net Income
                                            for such period is a deficit, minus 100% of such deficit (taken as one accounting period),
                                            plus



 


		(b)	(I) in the event that the Relevant Condition is not satisfied at
                                            the time thereof and after giving effect thereto, 50.0% of the Consolidated Net Income of
                                            the Issuer for each fiscal quarter from July 1, 2021 to the end of the Issuer’s
                                            most recently ended fiscal quarter for which internal financial statements are available
                                            at the time of such Restricted Payment, or, in the case such Consolidated Net Income for
                                            such period is a deficit, minus 100% of such defecit (taken as one accounting period); or



 


(II) in the event that the Relevant Condition is satisfied
at the time thereof and after giving effect thereto, 100.0% of the Consolidated Net Income of the Issuer for each fiscal quarter from
July 1, 2021 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available
at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such
deficit (taken as one accounting period); plus


 


(c)            100%
of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Issuer and its
Restricted Subsidiaries since the September 29, 2020 (other than net cash proceeds to the extent such net cash proceeds have been
used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to Section 10.11(b)(16)(a) from the issue
or sale of:


 






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(x)     (A)     Equity
Interests of the Issuer, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of
marketable securities or other property received from the sale of:


 


(i)            Equity
Interests to any future, current or former employees, directors, managers or consultants of the Issuer, its Subsidiaries or any Parent
Entity after September 29, 2020, to the extent such amounts have been applied to Restricted Payments made in accordance with Section 10.10(b)(4); and


 


(ii)            Designated
Preferred Stock; and


 


(B)            Equity
Interests of any Parent Entity, to the extent such net cash proceeds are actually contributed to the Issuer (excluding contributions
of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied
to Restricted Payments made in accordance with Section 10.10(b)(4)); or


 


(y)            Indebtedness
or Disqualified Stock of the Issuer or any Restricted Subsidiary that has been converted into or exchanged for such Equity Interests
(other than Disqualified Stock) of the Issuer or a Parent Entity;


 


provided, however, that this clause (c) shall
not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests (or Indebtedness that has
been converted or exchanged for Equity Interests) of the Issuer sold to a Subsidiary, (Y) Disqualified Stock (or debt securities
that have been converted or exchanged into Disqualified Stock) or (Z) Excluded Contributions, plus


 


(d)            100%
of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to the capital of the
Issuer or a Restricted Subsidiary (to the extent not constituting an Asset Sale by the Issuer or a Restricted Subsidiary) or that becomes
part of the capital of the Issuer or a Restricted Subsidiary through consolidation or merger after July 31, 2018 (other than
net cash proceeds to the extent such net cash proceeds (i) have been used to incur Indebtedness or issue Disqualified Stock or Preferred
Stock pursuant to Section 10.11(b)(16)(a), (ii) are contributed by the Issuer or a Restricted Subsidiary or (iii) constitute
Excluded Contributions), plus


 


(e)            100%
of the aggregate amount received in cash and the fair market value of marketable securities or other property received by the Issuer
or a Restricted Subsidiary by means of:


 






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(A)            the
sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of, or other returns on Investment from, Restricted Investments
made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of, such Restricted Investments from the Issuer or
its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments
made by the Issuer or its Restricted Subsidiaries, in each case, after September 29, 2020; or


 


(B)            the
sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary
or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary
constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after September 29, 2020; plus


 


(f)            in
the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of
an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an
Unrestricted Subsidiary to the Issuer or a Restricted Subsidiary after September 29, 2020, the fair market value of the Investment
in such Unrestricted Subsidiary (or the net assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a
Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, other than to the extent such
Investment constituted a Permitted Investment, plus


 


(g)            the
greater of (x) $175.0 million and (y) 5.0% of Consolidated Tangible Net Worth.


 


(b)            The
foregoing provisions shall not prohibit:


 


(1)            the
payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration
thereof or the giving of such irrevocable notice, as applicable, if, at the date of declaration or the giving of such notice, as applicable,
such payment would have complied with the provisions of this Indenture (assuming, in the case of a redemption payment, the giving of
the notice of such redemption payment would have been deemed to be a Restricted Payment at such time);


 


(2)            (A) the
prepayment, redemption, repurchase, defeasance, discharge, retirement or other acquisition of any Equity Interests, including any accrued
and unpaid dividends thereon (“Treasury Capital Stock”), or Subordinated Indebtedness of the Issuer or any Restricted
Subsidiary or any Equity Interests of any Parent Entity, in exchange for, or in an amount equal to or less than the proceeds of a sale
or issuance (other than to a Restricted Subsidiary) of Equity Interests of the Issuer or any Parent Entity to the extent contributed
to the Issuer (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) made within 120 days
of such sale or issuance of Refunding Capital Stock, and


 


(B)            if
immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under Section 10.10(b)(6),
the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were
used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any Parent Entity) in an aggregate amount per year no
greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately
prior to such retirement;


 






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(3)            the
prepayment, redemption, defeasance, repurchase, retirement, discharge, exchange or other acquisition for value of (i) Subordinated
Indebtedness of the Issuer or a Guarantor made in exchange for, or in an amount equal to or less than the proceeds of a sale of, new
Indebtedness of the Issuer or a Guarantor or Disqualified Stock of the Issuer or a Guarantor made within 120 days of such incurrence
or issuance of new Indebtedness or Disqualified Stock or (ii) Disqualified Stock of the Issuer or a Guarantor made in exchange for,
or out of the proceeds of a sale of, Disqualified Stock of the Issuer or a Guarantor made within 120 days of such sale of Disqualified
Stock, that, in each case is incurred or issued in compliance with Section 10.11 so long as:


 


(A)            the
principal amount (or accreted value, if applicable) of such new Indebtedness or the liquidation preference of such new Disqualified Stock
does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated
Indebtedness or the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Stock being so prepaid, redeemed,
defeased, repurchased, exchanged, discharged, acquired or retired for value, plus the amount of any premium (including tender premiums),
defeasance costs, underwriting discounts and any fees, costs and expenses incurred in connection with the issuance of such new Indebtedness
or Disqualified Stock and such prepayment, redemption, defeasance, repurchase, exchange, discharge, acquisition or retirement;


 


(B)            such
new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness
so prepaid, redeemed, defeased, repurchased, exchanged, discharged, acquired or retired;


 


(C)            such
new Indebtedness or Disqualified Stock has a final scheduled maturity date or mandatory redemption date, as applicable, equal to or later
than the final scheduled maturity date or mandatory redemption date of the Subordinated Indebtedness or Disqualified Stock being so prepaid,
redeemed, defeased, repurchased, exchanged, discharged, acquired or retired (or if earlier, such date that is at least 91 days after
the maturity date of the Notes); and


 


(D)            such
new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average
Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so prepaid, redeemed, defeased, repurchased, exchanged,
discharged, acquired or retired (or requires no or nominal payments in cash (other than interest payments) prior to the date that is
91 days after the maturity date of the Notes);


 


(4)            a
Restricted Payment to pay for the repurchase, redemption, retirement or other acquisition of Equity Interests (other than Disqualified
Stock) of the Issuer or any Parent Entity held by any future, present or former employee, director, officer, manager or consultant (or
their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any
of its Subsidiaries or any Parent Entity pursuant to any management, director, employee and/or advisor equity plan or equity option plan
or any other management, director, employee and/or advisor benefit plan or agreement or any equity subscription or equityholder agreement
or any termination agreement (including, for the avoidance of doubt, any principal and interest payable on any Indebtedness issued by
the Issuer or any Parent Entity in connection with such repurchase, retirement or other acquisition), including any Equity Interests
rolled over by management, directors or employees of the Issuer, any of its Subsidiaries or any Parent Entity in connection with any
corporate transaction; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in
any fiscal year the greater of (x) $35.0 million and (y) 1.0% of Consolidated Tangible Net Worth (with unused amounts in any
fiscal year being carried over to succeeding fiscal years); provided, further, that such amount in any fiscal year may be increased by
an amount not to exceed:


 






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(A)            the
cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer,
the cash proceeds from the sale of Equity Interests of any Parent Entity, in each case to any future, present or former employees, directors,
officers, managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer, any
of its Subsidiaries or any Parent Entity that occurs after September 29, 2020; provided that the amount of such cash proceeds utilized
for any such repurchase, retirement or other acquisition for value will not increase the amount available for Restricted Payments under
Section 10.10(a)(3); plus


 


(B)            the
cash proceeds of key man life insurance policies received by the Issuer or the Restricted Subsidiaries (or any Parent Entity to the extent
contributed to the Issuer) after September 29, 2020; less


 


(C)            the
amount of any Restricted Payments previously made with the cash proceeds described in clauses (A) and (B) of this Section 10.10(b)(4);


 


provided
that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) of
this Section 10.10(b)(4) in any fiscal year; provided, further, that cancellation of Indebtedness owing to the Issuer or any
Restricted Subsidiary from any future, present or former employees, directors, officers, managers or consultants (or their respective
Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof) of the Issuer, any Parent Entity or
any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any Parent Entity
will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Indenture;


 


(5)            the
declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries
or any class or series of Preferred Stock of any Restricted Subsidiary, in each case issued in accordance with the covenant described
under Section 10.11 to the extent such dividends are included in the definition of “Fixed Charges;”


 


(6)            (A) the
declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock)
issued by the Issuer or any of its Restricted Subsidiaries after the Issue Date;


 


(B)            the
declaration and payment of dividends to a Parent Entity, the proceeds of which shall be used to fund the payment of dividends to holders
of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such Parent Entity issued after the Issue Date;
provided that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually
contributed to the Issuer from the sale of such Designated Preferred Stock; or


 






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(C)            the
declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable
thereon pursuant to Section 10.10(b)(2);


 


provided,
however, that, in the case of each of clauses (A) and (C) of this clause (6), for the Applicable Measurement Period
at the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred
Stock, after giving effect to such issuance or declaration, as applicable, on a pro forma basis, the Issuer could incur $1.00 of additional
Indebtedness under the provisions of Section 10.11(a);


 


(7)            payments
made or expected to be made by the Issuer or any Restricted Subsidiary in respect of withholding or similar taxes payable in connection
with the exercise or vesting of Equity Interests or any other equity award by any future, present or former employee, director, officer,
manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee
thereof) of the Issuer, any Parent Entity or any of the Issuer’s Restricted Subsidiaries and repurchases or withholdings of Equity
Interests in connection with the exercise of any stock or other equity options or warrants or other incentive interests or the vesting
of equity awards if such Equity Interests represent all or a portion of the exercise price thereof or payments in lieu of the issuance
of fractional Equity Interests, or withholding obligation with respect to, such options or warrants or other incentive interests or other
Equity Interests or equity awards;


 


(8)            the
declaration and payment of dividends on the Issuer’s common equity (or the payment of dividends to any Parent Entity to fund a
payment of dividends on such entity’s common equity) in an amount per annum not to exceed 6.0% of Market Capitalization;


 


(9)            Restricted
Payments (A) in an amount that does not exceed the aggregate amount of Excluded Contributions received since the Issue Date and
(B) without duplication with clause (A), in an amount equal to the net cash proceeds from any sale or disposition of, or distribution
in respect of, Investments acquired after the Issue Date, to the extent the acquisition of such Investments was financed in reliance
on clause (A) and provided that such amount will not increase the amount available for Restricted Payments under Section 10.10(a)(3);


 


(10)            other
Restricted Payments (A) in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (10),
not to exceed the greater of (x) $175.0 million and (y) 5.0% of Consolidated Tangible Net Worth and (B) without duplication
with clause (A), in an amount equal to the net cash proceeds from any sale or disposition of, or distribution in respect of, Investments
acquired after the Issue Date, to the extent the acquisition of such Investments was financed in reliance on clause (A) and provided
that such amount will not increase the amount available for Restricted Payments under Section 10.10(a)(3);


 


(11)            any
Restricted Payment used to fund amounts owed to Affiliates (including dividends to any Parent Entity to permit payment by such Parent
Entity of such amount) to the extent permitted by Section 10.13;


 






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(12)            (A) the
repurchase, redemption, defeasance, acquisition, retirement or discharge of any Subordinated Indebtedness in accordance with provisions
similar to those of Section 10.16 and Section 10.17; provided that (x) at or prior to such repurchase, redemption, defeasance,
acquisition, retirement or discharge, the Issuer (or a third Person permitted by this Indenture) has made a Change of Control Offer or
Asset Sale Offer, as the case may be, with respect to the Notes to the extent required as a result of such Change of Control or Asset
Sale, as the case may be, and (y) all Notes tendered by Holders in connection with the relevant Change of Control Offer or Asset
Sale Offer, as applicable, have been repurchased, redeemed, defeased, acquired, retired or discharged; and (B) Restricted Payments
made with Net Proceeds from Asset Sales remaining after the making by the Issuer of any Asset Sale Offer required to be made by the Issuer
pursuant to Section 10.17 and the purchase of all Notes tendered therein;


 


(13)            the
declaration and payment of dividends or distributions by the Issuer to, or the making of loans to, any Parent Entity in amounts required
for any Parent Entity to pay or cause to be paid, in each case without duplication,


 


(A)            franchise,
excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain their corporate or other legal existence;


 


(B)            for
any taxable period for which the Issuer and/or any of its Subsidiaries are members of a consolidated, combined or unitary tax group for
U.S. federal and/or applicable state, local, provincial, territorial or foreign income or similar tax purposes of which a Parent Entity
is the common parent (a “Tax Group”), the portion of any U.S. federal, state, local, provincial, territorial or foreign
income or similar taxes (as applicable), including any interest or penalties related thereto, of such Tax Group for such taxable period
that are attributable to the income, revenue, receipts or capital of the Issuer and/or its Subsidiaries; provided that (i) payments
made pursuant to this clause (B) shall not exceed the amount of liability that the Issuer and/or its applicable Subsidiaries
(as applicable) would have incurred were such taxes determined as if such entity(ies) had been a stand-alone taxpayer or a stand-alone
group for all relevant taxable periods and (ii) payments under this clause (B) in respect of any taxes attributable to
any Unrestricted Subsidiaries of the Issuer may be made only to the extent that such Unrestricted Subsidiaries have made cash payments
for such purpose to the Issuer, the Restricted Subsidiaries or the Guarantors;


 


(C)            customary
salary, bonus, severance and other benefits payable to, and indemnities provided on behalf of, future, current or former officers, employees,
directors, managers and consultants of any Parent Entity to the extent such salaries, bonuses, severance and other benefits and indemnities
are attributable to the ownership or operation of the Issuer and the Restricted Subsidiaries;


 


(D)            general
corporate, operating (including, without limitation, expenses related to the maintenance of corporate or other existence and auditing
or other accounting or tax reporting matters);


 


(E)            fees
and expenses related to any equity or debt offering, financing transaction, acquisitions, divestitures, investments or other non-ordinary
course transaction (whether or not consummated or successful) of such Parent Entity; provided that any such transaction was in the good
faith judgment of the Issuer intended to be for the benefit of the Issuer and its Restricted Subsidiaries;


 






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(F)            amounts
(including fees and expenses) that would otherwise be permitted to be paid directly by the Issuer or its Restricted Subsidiaries pursuant
to clauses (3), (4), (7), (8), (11) or (12) of Section 10.13(b);


 


(G)            cash
payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into
or exchangeable for Equity Interests of the Issuer or any Parent Entity; and


 


(H)            to
finance Investments by a Parent Entity that would otherwise be permitted to be made pursuant to this covenant if made by the Issuer;
provided, that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (2) such
Parent Entity shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests)
to be contributed to the capital of the Issuer or one of its Restricted Subsidiaries or (y) the merger or amalgamation of the Person
formed or acquired into the Issuer or one of its Restricted Subsidiaries (to the extent not prohibited by Article Eight) in order
to consummate such Investment, (3) such Parent Entity and its Affiliates (other than the Issuer or a Restricted Subsidiary) receives
no consideration or other payment in connection with such transaction except to the extent the Issuer or a Restricted Subsidiary could
have given such consideration or made such payment in compliance with this Indenture, (4) any property received by the Issuer or
a Restricted Subsidiary shall not increase amounts available for Restricted Payments pursuant to Section 10.10(a)(3) or Section 10.10(b)(9),
except to the extent the fair market value at the time of such receipt of such property exceeds the Restricted Payment made pursuant
to this clause (H), and (5) to the extent constituting an Investment, such Investment shall be deemed to be made by the Issuer or
such Restricted Subsidiary pursuant to another provision of this covenant or Section 10.10(b)(9) or pursuant to the definition
of “Permitted Investments” (other than clause (9) thereof);


 


(14)            the
repurchase, redemption or other acquisition of Equity Interests of the Issuer or any Restricted Subsidiary deemed to occur in connection
with paying cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split,
reverse share split, merger, consolidation, amalgamation or other business combination of the Issuer or any Restricted Subsidiary, in
each case, permitted under this Indenture;


 


(15)            the
distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary
by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);


 


(16)            any
Restricted Payment; provided that on a pro forma basis after giving effect to such Restricted Payment, the Consolidated Total Indebtedness
to Consolidated Tangible Net Worth Ratio would be equal to or less than 2.00 to 1.00;


 


(17)            payments
or distributions to satisfy dissenters’ or appraisal rights and the settlement of any claims or actions (whether actual, contingent
or potential) with respect thereto, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of assets that
complies with Article Eight; and


 






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(18)            (i) payments
made in connection with the purchase of any Permitted Bond Hedge Transaction, (ii) payments made to settle, unwind or terminate
any Permitted Warrant Transaction (I) by delivery of common stock of the Issuer or any Parent Entity, (II) by set-off against
the related Permitted Bond Hedge Transaction or (III) with cash payments as determined under the terms of the documentation governing
such transaction, or (iii) the settlement or termination of any Permitted Equity Derivatives described in clause (1) of the
definition thereof; provided that the entry into such Permitted Equity Derivative was permitted under this covenant;


 


provided,
however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (10) and (16)
of this Section 10.10(b), no Event of Default shall have occurred and be continuing or would occur as a consequence thereof.


 


For purposes of determining compliance with this
Section 10.10, in the event that a proposed Restricted Payment or Investment (or a portion thereof) meets the criteria of more than
one of the categories of Restricted Payments described in the preceding clauses (1) through (18) of Section 10.10(b) and/or
one or more of the clauses contained in the definition of “Permitted Investments,” or is entitled to be made pursuant to
Section 10.10(a), the Issuer shall be entitled to divide or classify (or later divide, classify or reclassify (based on circumstances
existing on the date of such later division, classification or reclassification) in whole or in part in its sole discretion) such Restricted
Payment or Investment (or portion thereof) among such clauses (1) through (18) of Section 10.10(b) and/or Section 10.10(a) and/or
one or more of the clauses contained in the definition of “Permitted Investments,” in a manner that otherwise complies with
this Section 10.10.


 


The amount of all Restricted Payments (other than
cash) will be the fair market value on the date of the Restricted Payment of the assets or securities proposed to be transferred or issued
by the Issuer or any Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.


 


(c)            As
of the Issue Date, all of the Issuer’s Subsidiaries will be Restricted Subsidiaries. The Issuer shall not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate sentence of the definition of “Unrestricted Subsidiary.”
For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and the
Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments or Permitted
Investments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation
shall be permitted only if a Restricted Payment or Permitted Investment in such amount would be permitted at such time, whether pursuant
to this covenant or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition
of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Indenture
and will not guarantee the Notes.


 


(d)            For
the avoidance of doubt, this Section 10.10 shall not restrict the making of any “AHYDO catch up payment” with respect
to, and required by the terms of, any Indebtedness of the Issuer or any of its Restricted Subsidiaries permitted to be incurred under
the terms of this Indenture.


 


SECTION 10.11.     Limitation
on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.


 


(a)            The
Issuer 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” and collectively,
an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue
any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred
Stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock,
and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and
issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio for the Applicable Measurement Period would have been at least 2.00
to 1.00, 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, and the application of proceeds
therefrom had occurred at the beginning of such four-quarter period.


 






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(b)            The
foregoing limitations shall not apply to:


 


(1)            the
incurrence of Indebtedness under Credit Facilities by the Issuer or any of its Restricted Subsidiaries and the issuance and creation of
letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have
a principal amount equal to the face amount thereof), up to an aggregate principal amount outstanding at any one time not to exceed the
greater of (i) $500.0 million and (ii) 14.0% of Consolidated Tangible Net Worth;


 


(2)            the
incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (including any Guarantee thereof) (other than any
Additional Notes, if any, or guarantees with respect thereto);


 


(3)            Indebtedness
incurred pursuant to the Existing Facilities in an aggregate principal amount at any time outstanding not to exceed the maximum amount
available under the terms of each Existing Facility as in effect on the Issue Date;


 


(4)            Indebtedness
of the Issuer and the Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1), (2) and
(3) of this Section 10.11(b));


 


(5)            Indebtedness
(including Capitalized Lease Obligations and Purchase Money Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer
or any of the Restricted Subsidiaries to finance the purchase, lease, expansion, construction, development, replacement, maintenance,
upgrade, installation, replacement, repair or improvement of property (real or personal), equipment or any other asset (including, but
not limited to, MSRs, Servicing Advances, mortgages or other loans, mortgage-related securities or derivatives, consumer receivables,
REO Assets, Residual Interests, mortgage-related receivables or other similar assets (or any interests in any of the foregoing)), whether
through the direct purchase of assets or the Capital Stock of any Person owning such assets; provided that the Liens securing such Indebtedness
may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries at the time the Lien is incurred and the
Indebtedness secured by the Lien may not be incurred more than 270 days after the latter of the acquisition or completion of the construction
of the property subject to the Lien, provided, further that the amount of such Indebtedness does not exceed the fair market value of the
assets developed, constructed, purchased, leased, repaired, maintained, expanded, replaced, upgraded, installed or improved with the proceeds
of such Indebtedness;


 


(6)            Indebtedness
incurred by the Issuer or any of the Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit,
bankers’ acceptances, bank guarantees, warehouse receipts or similar instruments issued or entered into, or relating to obligations
or liabilities incurred, in the ordinary course of business or consistent with past practice, including letters of credit in favor of
suppliers or trade creditors or in respect of workers’ compensation claims, performance, completion or surety bonds, health, disability
or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to obligations
regarding workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or
property, casualty or liability insurance or self-insurance;


 






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(7)            Permitted
Funding Indebtedness;


 


(8)            Permitted
Securitization Indebtedness and Indebtedness under Credit Enhancement Agreements;


 


(9)            Non-Recourse
Indebtedness;


 


(10)          Indebtedness
arising from agreements of the Issuer or any of the Restricted Subsidiaries providing for indemnification, adjustment of purchase price,
earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business,
assets, a Subsidiary or an Investment, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or a Subsidiary for the purpose of financing such acquisition;


 


(11)          Indebtedness
of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor,
excluding any Indebtedness in respect of accounts payable incurred in connection with goods and services rendered in the ordinary course
of business or consistent with past practice (and not in connection with the borrowing of money), is expressly subordinated in right of
payment (to the extent permitted by applicable law and it does not result in material adverse tax consequences) to the Notes; provided,
further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary
ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted
Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien (but not foreclosure thereon)) shall be deemed, in each case,
to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause;


 


(12)          Indebtedness
of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness
owing to a Restricted Subsidiary that is not a Guarantor, excluding any Indebtedness in respect of accounts payable incurred in connection
with goods and services rendered in the ordinary course of business or consistent with past practice (and not in connection with the borrowing
of money), such Indebtedness is expressly subordinated in right of payment (to the extent permitted by applicable law and it does not
result in material adverse tax consequences) to the Notes or the Guarantee of the Notes of such Guarantor; provided, further, that any
subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness
constituting a Permitted Lien (but not foreclosure thereon)) shall be deemed, in each case, to be an incurrence of such Indebtedness (to
the extent such Indebtedness is then outstanding) not permitted by this clause;


 


(13)          shares
of Preferred Stock or Disqualified Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that
any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary that holds such
Preferred Stock or Disqualified Stock ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred
Stock or Disqualified Stock (except to the Issuer or another Restricted Subsidiary or any pledge of such Capital Stock constituting a
Permitted Lien (but not foreclosure thereon)) shall be deemed in each case to be an issuance of such shares of Preferred Stock or Disqualified
Stock, as applicable (to the extent such Preferred Stock or Disqualified Stock is then outstanding), not permitted by this clause;


 






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(14)          Hedging
Obligations (excluding Hedging Obligations entered into for speculative purposes) and, to the extent constituting Indebtedness, of obligations
under Permitted Warrant Transactions;


 


(15)          obligations
in respect of self-insurance and obligations in respect of stays, customs, performance, indemnity, bid, appeal, judgment, surety and other
similar bonds or instruments and performance, bankers’ acceptance facilities and completion guarantees and similar obligations provided
by the Issuer or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments
related thereto, in each case, in the ordinary course of business or consistent with past practice or in connection with judgments that
do not result in an Event of Default;


 


(16)          (a) Indebtedness,
Disqualified Stock or Preferred Stock of the Issuer or any of its Restricted Subsidiaries in an aggregate principal amount or liquidation
preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and
Preferred Stock then outstanding and incurred or issued pursuant to this clause (16)(a) and any outstanding amount of Indebtedness
under clause (17) of this Section 10.11(b) incurred to refinance Indebtedness initially incurred in reliance on this clause
(16)(a), does not at any one time outstanding exceed, 200.0% of the net cash proceeds received by the Issuer since the Issue Date from
the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in each case, other than Excluded
Contributions or proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in
accordance with clauses (3)(c) and (3)(d) of Section 10.10(a) to the extent such net cash proceeds or cash have not
been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 10.10(b) or
to make Permitted Investments (other than Permitted Investments specified in clauses (1), (2) and (3) of the definition thereof)
and (b) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary in an aggregate principal
amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness,
Disqualified Stock and Preferred Stock then outstanding and incurred or issued pursuant to this clause (16)(b) and any outstanding
amount of Indebtedness under clause (17) of this Section 10.11(b) incurred to refinance Indebtedness initially incurred in reliance
on this clause (16)(b), does not at any one time outstanding exceed the greater of (x) $350.0 million and (y) 10.0% of Consolidated
Tangible Net Worth (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (16)(b) shall
cease to be deemed incurred or outstanding for purposes of this clause (16)(b) but shall be deemed incurred pursuant to Section 10.11(a) from
and after the first date on which the Issuer or such Restricted Subsidiary could have incurred or issued such Indebtedness, Disqualified
Stock or Preferred Stock under Section 10.11(a));


 






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(17)          the
incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or the issuance by the Issuer or any Restricted Subsidiary
of Disqualified Stock or Preferred Stock that serves to refund, refinance, replace, renew, extend, defease, repay, prepay, redeem or retire
(collectively, “refinance” with “refinances,” “refinanced” and “refinancing”
having a correlative meaning) any Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any of its Restricted Subsidiaries
incurred or issued as permitted under Section 10.11(a) and clauses (2), (4), (5) and (16), this clause (17) and clauses
(18), (22), (23), (27) and (28) of Section 10.11(b) or any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued
to so refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred
Stock incurred to pay accrued but unpaid interest, dividends, premiums (including tender premiums), defeasance costs, underwriting discounts,
fees, costs and expenses (including original issue discount, upfront fees or similar fees) in connection with such refinancing (the “Refinancing
Indebtedness”) on or prior to its respective maturity; provided, however, that such Refinancing Indebtedness:


 


(A)            has
a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted
Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refinanced (or requires no or nominal payments
in cash (other than interest payments) prior to the date that is 91 days after the maturity date of the Notes),


 


(B)            to
the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated in right of payment to the Notes or any Guarantee
thereof, such Refinancing Indebtedness is subordinated in right of payment to the Notes or such Guarantee at least to the same extent
as the Indebtedness being refinanced or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified
Stock or Preferred Stock, respectively, and


 


(C)            shall
not include Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances
Indebtedness or Disqualified Stock of the Issuer or a Guarantor;


 


provided,
further, that subclause (A) of this clause (17) shall not apply to any refinancing of any Secured Indebtedness;


 


(18)            Indebtedness,
Disqualified Stock or Preferred Stock of (x) the Issuer or a Restricted Subsidiary incurred or issued to finance an acquisition or
Investment or (y) Persons that are acquired by the Issuer or a Restricted Subsidiary or merged into, amalgamated with or consolidated
with the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture (including designating an Unrestricted Subsidiary
as a Restricted Subsidiary); provided that after giving pro forma effect to such Investment, acquisition, merger, amalgamation or consolidation,
either:


 


(A)            the
Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
in Section 10.11(a); or


 


(B)            the
Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries is equal to or greater than immediately prior to such Investment,
acquisition, merger, amalgamation or consolidation,


 


provided,
however, that on a pro forma basis, the aggregate amount of Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant
to clause (x) by any Restricted Subsidiaries that are not Guarantors, when aggregated with the principal amount and liquidation preference
of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued pursuant to this proviso and
any outstanding amount of Indebtedness under clause (17) of this Section 10.11(b) incurred to refinance Indebtedness initially
incurred in reliance on this proviso, does not at any one time outstanding exceed the greater of (i) $140.0 million and (ii) 4.0%
of Consolidated Tangible Net Worth;


 






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(19)            (a) Cash
Management Obligations, (b) Indebtedness in respect of netting services, overdraft protections and similar arrangements and other
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against
insufficient funds in the ordinary course of business, and (c) Indebtedness owed on a short-term basis of no longer than 30 days
to banks and other financial institutions incurred in the ordinary course of business or consistent with past practice of the Issuer and
its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to
manage cash balances of the Issuer and its Restricted Subsidiaries;


 


(20)            Indebtedness
of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit, bank guarantee or other instrument issued pursuant
to any Credit Facility, in a principal amount not in excess of the stated amount of such letter of credit, bank guarantee or such other
instrument;


 


(21)            (A) any
guarantee by the Issuer or any Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any Restricted Subsidiary so
long as the incurrence of such Indebtedness incurred by the Issuer or such Restricted Subsidiary is permitted under the terms of this
Indenture, or


 


(B)            any
co-issuance by the Issuer or any Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary permitted under the
terms of this Indenture;


 


(22)            Indebtedness
of any Restricted Subsidiary that is not a Guarantor; provided that the aggregate principal amount of Indebtedness of which the primary
obligor or a guarantor is a Restricted Subsidiary that is not a Guarantor outstanding in reliance on this clause (22) shall not exceed,
when aggregated with the outstanding amount of Indebtedness under clause (17) of this Section 10.11(b) incurred to refinance
Indebtedness initially incurred in reliance on this clause (22), at the time of incurrence thereof and together with any other Indebtedness
incurred under this clause (22), the greater of (x) $105.0 million and (y) 3.0% of Consolidated Tangible Net Worth;


 


(23)            Indebtedness,
Disqualified Stock or Preferred Stock of the Issuer or any of its Restricted Subsidiaries incurred or issued to finance or assumed in
connection with an acquisition or Investment in a principal amount not to exceed the greater of (x) $175.0 million and (y) 5.0%
of Consolidated Tangible Net Worth in the aggregate at any one time outstanding together with all other outstanding Indebtedness, Disqualified
Stock or Preferred Stock issued under this clause (23) and any outstanding Indebtedness under clause (17) of this Section 10.11(b) incurred
to refinance Indebtedness initially incurred in reliance on this clause (23) (it being understood that any Indebtedness, Disqualified
Stock or Preferred Stock incurred pursuant to this clause (23) shall cease to be deemed incurred or outstanding for purposes of this
clause (23) but shall be deemed incurred pursuant to Section 10.11(a) from and after the first date on which the Issuer
or such Restricted Subsidiary could have incurred or issued such Indebtedness, Disqualified Stock or Preferred Stock under Section 10.11(a));


 






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(24)            Indebtedness
of the Issuer or any of its Restricted Subsidiaries consisting of (a) the financing of insurance premiums or (b) take-or-pay
obligations contained in supply arrangements in each case, incurred in the ordinary course of business or consistent with past practice;


 


(25)            Indebtedness
consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to future, current or former officers, directors,
employees, managers or consultants thereof (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted
transferee thereof) of the Issuer, any Restricted Subsidiary or any Parent Entity, in each case to finance the purchase or redemption
of Equity Interests of the Issuer or any Parent Entity to the extent described in Section 10.10(b)(4);


 


(26)            Indebtedness
arising out of or to fund purchases of all remaining outstanding asset-backed securities of any Securitization Entity and/or Securitization
Assets of any Securitization Entity in the ordinary course of business or for the purpose of relieving the Issuer or a Subsidiary of the
Issuer of the administrative expense of servicing such Securitization Entity;


 


(27)            Guarantees
by the Issuer or any of its Restricted Subsidiaries to owners of servicing rights in the ordinary course of business or consistent with
past practice;


 


(28)            Indebtedness
by the Services Business in an amount not to exceed at any one time outstanding, when aggregated with the principal amount and liquidation
preference of all other Indebtedness then outstanding and incurred or issued pursuant to this clause (28) and any outstanding amount of
Indebtedness under clause (17) of this Section 10.11(b) incurred to refinance Indebtedness initially incurred in reliance on
this clause (28), $35.0 million;


 


(29)            to
the extent constituting Indebtedness, Indebtedness under Excess Spread Sales incurred in the ordinary course of business or consistent
with past practice;


 


(30)            Indebtedness
incurred by the Issuer or any of the Restricted Subsidiaries to the extent that the net proceeds thereof are promptly deposited with the
Trustee to satisfy and discharge the Notes or exercise the Issuer’s legal defeasance or covenant defeasance as described in Article Thirteen,
in each case in accordance with this Indenture;


 


(31)            Indebtedness
attributable to (but not incurred to finance) the exercise of appraisal rights and the settlement of any claims or actions (whether actual,
contingent or potential) with respect thereto, in each case with respect to any acquisition (by merger, consolidation or amalgamation
or otherwise) permitted under this Indenture;


 


(32)            Indebtedness
representing deferred compensation to employees of any Parent Entity, the Issuer or any Restricted Subsidiary incurred in the ordinary
course of business or consistent with past practice;


 


(33)            Indebtedness
consisting of obligations under deferred compensation or any other similar arrangements incurred in connection with any Permitted Investment
or any acquisition (by merger, consolidation or amalgamation or otherwise) permitted under this Indenture;


 


(34)            [reserved];


 






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(35)            to
the extent constituting Indebtedness, customer deposits and advance payments (including progress premiums) received in the ordinary course
of business from customers for goods and services purchased in the ordinary course of business or consistent with past practice;


 


(36)            unfunded
pension fund and other employee benefits plan obligations and liabilities incurred in the ordinary course of business or consistent with
past practice; and


 


(37)            all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations
described in clauses (1) through (36) of this Section 10.11(b).


 


(c)            For
purposes of determining compliance with this Section 10.11,


 


(1)            in
the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than
one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (37) of Section 10.11(b) or
is entitled to be incurred pursuant to Section 10.11(a), the Issuer, in its sole discretion, may divide, classify or reclassify all
or a portion of such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies
with this covenant and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock
(or portion thereof) in one of the above clauses or paragraphs;


 


(2)            at
the time of incurrence, the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types
of Indebtedness described in Sections 10.11(a) and (b); and


 


(3)            the
principal amount of Indebtedness outstanding under any clause of this covenant shall be determined after giving effect to the application
of proceeds of any Indebtedness incurred to refinance any such Indebtedness.


 


Accrual of interest or dividends, the accretion of
accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional
Indebtedness, Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred
Stock for purposes of this Section 10.11. If Indebtedness originally incurred in reliance upon a percentage of Consolidated Tangible
Net Worth under clause (1) of Section 10.11(b) is being refinanced under clause (1) of Section 10.11(b) and
such refinancing would cause the maximum amount of Indebtedness thereunder to be exceeded at such time, then such refinancing will nevertheless
be permitted thereunder and such additional Indebtedness will be deemed to have been incurred under such clause (1) so long as the
principal amount of such refinancing Indebtedness does not exceed the principal amount of Indebtedness being refinanced plus amounts permitted
by the next sentence. Any Indebtedness incurred to refinance Indebtedness incurred pursuant to clauses (1) and (16)(b) of Section 10.11(b) shall
be permitted to include additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay accrued but unpaid interest, dividends,
premiums (including tender premiums), defeasance costs, underwriting discounts, fees, costs and expenses (including original issue discount,
upfront fees or similar fees) incurred in connection with such refinancing.


 






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(d)            For
purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt;
provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing
would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in
effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as
the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus
the aggregate amount of accrued but unpaid interest, dividends, premiums (including tender premiums), defeasance costs, underwriting discounts,
fees, costs and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with such refinancing.


 


(e)            The
principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness
being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness
is denominated that is in effect on the date of such refinancing.


 


(f)            This
Indenture shall not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because such Indebtedness
is unsecured or (2) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness solely because such Indebtedness
has a junior priority with respect to shared collateral or because it is guaranteed by other obligors.


 


SECTION 10.12.             Limitation
on Liens. The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to
exist any Lien (except Permitted Liens) (each, a “Subject Lien”) that secures Obligations under any Indebtedness or
any related guarantee of Indebtedness on any asset or property of the Issuer or any Guarantor, unless (a) the Notes (or the related
Guarantee in the case of Liens on assets of a Guarantor) are secured equally and ratably with, or on a senior basis to, (or on a senior
basis to, in the case such Subject Lien secures any Subordinated Indebtedness) the Obligations secured by such Subject Lien until such
time as such Obligations are no longer secured by a Lien or (b) such Subject Lien is a Permitted Lien. Any Lien created for the
benefit of the Holders pursuant to this Section 10.12 shall provide by its terms that such Lien shall be automatically and
unconditionally released and discharged upon the release and discharge of the Lien that gave rise to the obligation to secure the Notes.


 


SECTION 10.13.             Limitation
on Transactions with Affiliates.


 


(a)            The
Issuer 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 of the Issuer (each of the foregoing,
an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $35.0 million
and (y) 1.0% of Consolidated Tangible Net Worth, unless:


 


(1)            such
Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary
than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person
on an arm’s-length basis or, if in the good faith judgment of the Issuer, no comparable transaction is available with which to compare
such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial
point of view and when such transaction is taken in its entirety; and


 






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(2)            the
Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate
payments or consideration in excess of the greater of (x) $70.0 million and (y) 2.0% of Consolidated Tangible Net Worth, a resolution
adopted by a majority of the Board of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate
certifying that such Affiliate Transaction complies with clause (1) above.


 


(b)            The
foregoing provisions shall not apply to the following:


 


(1)            (A) transactions
between or among the Issuer and a Restricted Subsidiary or between or among Restricted Subsidiaries or, in any case, any entity that becomes
a Restricted Subsidiary as a result of such transaction and (B) any merger, amalgamation or consolidation of the Issuer into any
Parent Entity; provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents
and the Capital Stock of the Issuer and such merger, amalgamation or consolidation is otherwise consummated in compliance with the terms
of this Indenture and effected for a bona fide business purpose;


 


(2)            Restricted
Payments permitted by Section 10.10 (other than pursuant to Sections 10.10(b)(11) or 10.10(b)(13)(F)) and the definition
of “Permitted Investments” (other than clause (11) of such definition);


 


(3)            any
transaction that has been approved by a majority of the disinterested directors of the Board of the Issuer or any Parent Entity, or where
no such disinterested directors exist, by unanimous approval of the directors of such Board;


 


(4)            the
payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements
provided to or on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants
(or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee) of the Issuer, any Restricted
Subsidiary of the Issuer or any Parent Entity;


 


(5)            transactions
in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial
Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that
the terms are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s
length basis;


 


(6)            any
agreement or arrangement as in effect or contemplated in the good faith determination of the Issuer as of the Issue Date, or any amendment
thereto (so long as any such amendment is not disadvantageous in any material respect in the good faith judgment of the Board of the Issuer
or the senior management of the Issuer to the Holders when taken as a whole as compared to the applicable agreement as in effect on the
Issue Date);


 


(7)            [reserved];


 


(8)            [reserved];


 






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(9)            transactions
with customers, clients, suppliers, vendors, contractors, joint venture partners or purchasers or sellers of goods or services that are
Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with
the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board
of the Issuer or the senior management thereof, or are on terms, taken as a whole, that are not materially less favorable as might reasonably
have been obtained at such time from an unaffiliated party;


 


(10)          the
issuance or transfer of (A) Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performing of customary
registration rights to any Parent Entity or to any Permitted Holder or to any former, current or future director, manager, officer, employee
or consultant (or any Affiliate or Immediate Family Members of any of the foregoing, or any permitted transferee thereof) of the Issuer
or any of its Subsidiaries or any Parent Entity and (B) directors’ qualifying shares and shares issued to foreign nationals
as required by applicable law;


 


(11)          [reserved];


 


(12)          payments,
loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors, officers,
managers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee
thereof) of the Issuer, any of its Subsidiaries or any Parent Entity and employment agreements, consulting agreements, indemnification
agreements, employee benefit plans, stock option plans and other compensatory or severance arrangements (and any successor plans thereto)
and any supplemental executive retirement benefit plans or similar arrangements with any such employees, directors, officers, managers
or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members, or any permitted transferee thereof)
(including salary or guaranteed payments and bonuses) which, in each case, are approved by the Board of the Issuer or the senior management
of the Issuer in good faith;


 


(13)          (A) investments
by Permitted Holders in securities or loans of the Issuer or any of its Restricted Subsidiaries (and any payment of out-of-pocket expenses
incurred by such Permitted Holders in connection therewith) so long as the investment is being offered generally to other investors on
the same or more favorable terms, and (B) payments to Permitted Holders in respect of securities or loans of the Issuer or any of
its Restricted Subsidiaries contemplated in the foregoing subclause (A) or that were acquired from Persons other than the Issuer
and its Restricted Subsidiaries, in each case, in accordance with the terms of such securities or loans;


 


(14)          transactions
with a Person that is an Affiliate of the Issuer arising solely because the Issuer or any Restricted Subsidiary owns any Equity Interest
in, or controls, such Person;


 


(15)          [reserved];


 


(16)          intellectual
property licenses entered into in the ordinary course of business or consistent with past practice;


 






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(17)          the
provision of mortgage servicing, mortgage loan origination, real estate logistics, brokerage and management and similar services to Affiliates
in the ordinary course of business and otherwise not prohibited by this Indenture which are fair to the Issuer and its Restricted Subsidiaries
(as determined by the Issuer in good faith) or are on terms at least as favorable as might reasonably have been obtained at such time
from an unaffiliated party (as determined by the Issuer in good faith);


 


(18)          an
agreement between a Person and an Affiliate of such Person existing at the time such Person is acquired by, or merged into, the Issuer
or a Restricted Subsidiary and not entered into in contemplation of such acquisition or merger; provided that such acquisition or merger
complied with this covenant;


 


(19)          transactions
between the Issuer or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director
of such other Person is also a director of the Issuer or any Parent Entity; provided, however, that such director abstains from voting
as a director of the Issuer or such Parent Entity, as the case may be, on any matter including such other Person;


 


(20)          Co-Investment
Transactions as approved by the Board or the senior management of the Issuer or any Parent Entity in good faith;


 


(21)          sales
of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Permitted Securitization
Indebtedness or Permitted Funding Indebtedness;


 


(22)          pledges
of Equity Interests of Unrestricted Subsidiaries; and


 


(23)          payments
to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practice
(including, without limitation, any cash management activities related thereto).


 


SECTION 10.14.             Limitation
on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Issuer shall not, and shall not permit any of its
Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective
any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary that is not a Guarantor to:


 


(a)            (x) pay
dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries that is a Guarantor with respect to its
Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (y) pay any Indebtedness
owed to the Issuer or any of its Restricted Subsidiaries that is a Guarantor;


 


(b)            make
loans or advances to the Issuer or any of its Restricted Subsidiaries that is a Guarantor; or


 


(c)            sell,
lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries that is a Guarantor,


 


except (in each case) for such encumbrances or restrictions existing
under or by reason of:


 


(1)            contractual
encumbrances or restrictions in effect on the Issue Date, including pursuant to the Existing Facilities and the related documentation
and Hedging Obligations;


 






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(2)            this
Indenture, the Notes and the Guarantees;


 


(3)            Purchase
Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clause (c) above on
the property so acquired;


 


(4)            applicable
law or any applicable rule, regulation or order;


 


(5)            any
agreement or other instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged,
consolidated or amalgamated with or into the Issuer or any Restricted Subsidiary (or where such Person is an Unrestricted Subsidiary that
is redesignated as a Restricted Subsidiary in accordance with this Indenture), or any other transaction entered into in connection with
any such acquisition, merger, consolidation, amalgamation or redesignation, in existence at the time of such acquisition or at the time
it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition
of assets from such Person or at the time it is redesignated (but, in each case, not created in contemplation thereof), which encumbrance
or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries,
or the property or assets of the Person and its Subsidiaries, so acquired or redesignated;


 


(6)            contracts,
including sale-leaseback agreements, for the sale or disposition of assets, including customary restrictions with respect to a Subsidiary
of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of Capital Stock or assets of such Subsidiary;


 


(7)            Secured
Indebtedness and related Liens otherwise permitted to be incurred pursuant to Sections 10.11 and 10.12 that limit the right
of the debtor to dispose of the assets securing such Indebtedness;


 


(8)            restrictions
on cash or other deposits or net worth imposed by customers or other counterparties under contracts entered into in the ordinary course
of business or consistent with past practice or restrictions on cash or other deposits permitted under Section 10.12 or arising in
connection with any Permitted Liens;


 


(9)            other
Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors that is permitted to be incurred
or issued subsequent to the Issue Date pursuant to Section 10.11;


 


(10)          customary
provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating to such joint venture;


 


(11)          customary
provisions contained in leases, subleases, licenses, sublicenses or similar agreements, including with respect to intellectual property
and other agreements;


 


(12)          restrictions
or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which
the Issuer or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice;
provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that
are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset
or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;


 






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(13)          other
Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred subsequent to the Issue Date pursuant to Section 10.11;
provided that, (A) in the good faith judgment of the Issuer, such incurrence will not materially impair the Issuer’s ability
to make payments under the Notes when due, (B) such encumbrances and restrictions apply only during the continuance of a default
in respect of a payment or financial maintenance covenant relating to such Indebtedness or (C) the encumbrances and restrictions
in such Indebtedness, Disqualified Stock or Preferred Stock either are not materially more restrictive taken as a whole than those contained
in the Notes as in effect on the Issue Date or generally represent market terms at the time of incurrence or issuance and are imposed
solely on such Restricted Subsidiary and its Subsidiaries;


 


(14)          provisions
in agreements evidencing Permitted Funding Indebtedness that impose restrictions on the collateral securing such Indebtedness, provide
for financial covenants, limitation on affiliate transactions, the transfer of all or substantially all assets, other fundamental changes
or other limitations which, in each case as determined in good faith by the Issuer, are customary or will not materially affect the ability
of the Issuer to pay the principal, interest and premium, if any, on the Notes;


 


(15)          the
requirement of any Securitization, Warehouse Facility or MSR Facility that are exclusively applicable to any Securitization Entity, Warehouse
Facility Trust, MSR Facility Trust or special purpose Subsidiary of the Issuer formed in connection therewith;


 


(16)          restrictions
that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to, any property not otherwise
prohibited under this Indenture that limit the right of such Subsidiary to dispose of such property; and


 


(17)          any
encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) of this Section 10.14 imposed by any amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments
or obligations referred to in clauses (1) through (16) of this Section 10.14; provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer,
not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment,
modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.


 


For purposes of determining compliance with this
Section 10.14, (A) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends
or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital
Stock and (B) the subordination of loans and advances made to the Issuer or a Restricted Subsidiary to other Indebtedness incurred
by the Issuer or such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.


 






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SECTION 10.15.             Limitation
on Guarantees of Indebtedness by Restricted Subsidiaries. The Issuer shall not permit any of its Domestic Subsidiaries that is a
Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees
or otherwise becomes an obligor of other capital markets debt securities of the Issuer or any Guarantor), other than (a) an Excluded
Restricted Subsidiary, (b) an MSR Facility Trust, a Securitization Entity or a Warehouse Facility Trust, (c) a Guarantor or
(d) a Foreign Subsidiary, a Domestic Subsidiary of a Foreign Subsidiary which is a CFC or a FSHCO, to guarantee or otherwise become
an obligor of (i) any Credit Facility permitted under Section 10.11(b)(1) or (ii) capital markets debt securities
of the Issuer or any other Guarantor in an aggregate principal amount in excess of $25.0 million, unless:


 


(1)            such
Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture in substantially the form of
Exhibit A hereto providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness
of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s
Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment
to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and


 


(2)            such
Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement,
indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such
Restricted Subsidiary under its Guarantee;


 


provided that this Section 10.15 shall not be applicable
to any guarantee or obligation of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was
not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole
discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary
shall not be required to comply with the 30 day period described in clause (1) above.


 


Each Guarantee shall be released in accordance with
the provisions of this Indenture pursuant to Article Twelve.


 


SECTION 10.16.             Change
of Control.


 


(a)            If
a Change of Control occurs after the Issue Date, unless, prior to, or concurrently with, the time the Issuer is required to make a Change
of Control Offer (as defined below), the Issuer has previously or concurrently mailed or delivered, or otherwise sent through electronic
transmission, a redemption notice with respect to all the Outstanding Notes as described under Section 4.01 or Section 11.06,
the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”)
at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued
and unpaid interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of record on the relevant Regular
Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date (as
defined below). Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer electronically
or by first-class mail, with a copy to the Trustee sent in the same manner, to each Holder to the address of such Holder appearing in
the Note Register or otherwise in accordance with the procedures of the Depository, with the following information:


 


(1)            that
a Change of Control Offer is being made pursuant to this Section 10.16 and that all Notes properly tendered pursuant to such
Change of Control Offer shall be accepted for payment by the Issuer;


 






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(2)            the
purchase price and the purchase date, which will be no earlier than ten days nor later than 60 days from the date such notice
is sent (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in
advance of a Change of Control pursuant to Section 10.16(e);


 


(3)            that
any Note not properly tendered shall remain outstanding and continue to accrue interest;


 


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


 


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


 


(6)            that
Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that
the Paying Agent receives, not later than the close of business on the expiration date of the Change of Control Offer, an electronic transmission
(in PDF), a facsimile transmission or letter setting forth the name of the Holder or otherwise in accordance with the procedures of the
Depository, the principal amount of the Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes
and its election to have such Notes purchased;


 


(7)            that
if less than all of such Holder’s Notes are tendered for purchase, such Holder will be issued new Notes and such new Notes will
be equal in principal amount to the unpurchased portion of the Notes surrendered; provided that the unpurchased portion of the Notes must
be equal to at least $2,000 or an integral multiple of $1,000 in excess of $2,000;


 


(8)            if
such notice is sent prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence
of such Change of Control and describing each such condition, and, if applicable, stating that, in the Issuer’s discretion, the
Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered,
including by electronic transmission) as any or all such conditions shall be satisfied, or that such purchase may not occur and such notice
may be rescinded in the event that the Issuer shall determine that any or all such conditions shall not have been satisfied by the Change
of Control Payment Date, or by the Change of Control Payment Date as so delayed; and


 


(9)            such
other instructions, as determined by the Issuer, consistent with this Section 10.16, that a Holder must follow.


 


(b)            While
the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder
may exercise its option to elect for the purchase of Notes through the facilities of the Depository, subject to its rules and regulations.


 






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(c)           The
Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control
Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the
Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations
described in this Indenture by virtue thereof.


 


(d)           On
the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,


 


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


 


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


 


(3)            deliver,
or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee
stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.


 


(e)           The
Issuer shall not be required to make a Change of Control Offer if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the
Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the
contrary herein, 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 the making of such Change of Control Offer.


 


(f)            With
respect to the Notes, if Holders of not less than 90% in aggregate principal amount of the Outstanding Notes validly tender and do not
withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer
as described above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will
have the right, upon not less than ten days nor more than 60 days’ prior notice (provided that such notice is given not
more than 30 days following such purchase pursuant to the Change of Control Offer described above), to redeem all Notes that remain
outstanding following such purchase at a price in cash equal to 101% of the aggregate principal amount of such Notes, plus accrued and
unpaid interest on the Notes that remain outstanding to, but excluding, the date of redemption (subject to the right of Holders of record
on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the Redemption
Date).


 


(g)           The
provisions of this Section 10.16 and the definition of “Change of Control” may be waived or modified at any time with
the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes.


 


SECTION 10.17.     Asset
Sales.


 


(a)           The
Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate, directly or indirectly, an Asset Sale, other
than a Required Asset Sale, unless:


 


(1)            the
Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the
fair market value (measured at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of;
and


 






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(2)            except
in the case of a Permitted Asset Swap, at least 75% of the consideration for such Asset Sale (measured at the time of contractually agreeing
to such Asset Sale) received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents;
provided that the amount of:


 


(A)           any
liabilities (as reflected on the Issuer’s or such Restricted Subsidiary’s, most recent consolidated balance sheet or in the
footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have
been reflected on the Issuer’s or such Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if
such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined by the Issuer) of the
Issuer or any Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Notes or
the Guarantees of the Notes, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with
the transactions relating to such Asset Sale) pursuant to a written agreement which releases the Issuer or such Restricted Subsidiary
from such liabilities;


 


(B)           any
securities, notes or other obligations or assets received by the Issuer or such Restricted Subsidiary from such transferee that are converted
by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or
Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of
such Asset Sale; and


 


(C)           any
Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market
value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that
time outstanding, not to exceed the greater of (i) $350.0 million and (ii) 10.0% of Consolidated Tangible Net Worth at the
time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration
being measured at the time received and without giving effect to subsequent changes in value,


 


shall, for purposes of this Section 10.17
(and no other provision of this Indenture), be deemed to be cash or Cash Equivalents.


 


(b)           Within
365 days after the Issuer’s or any Restricted Subsidiary’s receipt of any Net Proceeds from any Asset Sale (the “Asset
Sale Proceeds Application Period”), including a Required Asset Sale, the Issuer or such Restricted Subsidiary, at its option,
may apply an amount equal to the Net Proceeds from such Asset Sale,


 


(1)            to
repay:


 


(A)           Obligations
under Secured Indebtedness of the Issuer or a Guarantor (and in the case of revolving obligations, to correspondingly reduce commitments
with respect thereto);


 


(B)           Obligations
under the Notes or any other Indebtedness (other than Subordinated Indebtedness) of the Issuer or any Restricted Subsidiary (and, in
the case of other Senior Indebtedness which constitutes revolving obligations, to correspondingly reduce any outstanding commitments
with respect thereto, if applicable); provided that if the Issuer or any Restricted Subsidiary shall so repay any Senior Indebtedness
other than the Notes, the Issuer shall either (i) reduce Obligations under the Notes on a pro rata basis by, at its option, (x) redeeming
Notes as described under Section 11.01 or (y) purchasing Notes through open market purchases or in arm’s-length
privately negotiated transactions; provided that any such purchases are at a price equal to or greater than 100% of the aggregate principal
amount of Notes so purchased, or (ii) make an offer (in accordance with the procedures set forth below for an Asset Sale Offer)
to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100% of the principal
amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; or


 






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(C)           Indebtedness
of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary;


 


(2)            to
make (A) an Investment in any one or more businesses; provided that such Investment in any business is in the form of the acquisition
of Capital Stock and results in the Issuer or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such
business such that it constitutes or continues to constitute a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions
of other property or assets (excluding Capital Stock, but including, without limitation, Securitization Assets and assets that consist
of Servicing Advances, MSRs, mortgages and other loans, mortgage related securities and derivatives, other mortgage related receivables,
REO Assets, Residual Interests and other similar assets (or any interest in any of the foregoing) that are used to support or pledged
to secure Permitted Funding Indebtedness), in the case of each of clauses (A), (B) and (C), either (i) that is used or useful
in a Similar Business or (ii) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or


 


(3)            any
combination of the foregoing;


 


provided that, in the case of clause (2), a binding
commitment or letter of intent shall be treated as a permitted application of the Net Proceeds from the date of such commitment or letter
of intent so long as the Issuer or such Restricted Subsidiary enters into such commitment or letter of intent with the good faith expectation
that such Net Proceeds will be applied to satisfy such commitment or letter of intent within 180 days after the Asset Sale Proceeds
Application Period (an “Acceptable Commitment”) and such Net Proceeds are actually applied in such manner within the
later of 365 days from the consummation of the Asset Sale and 180 days from the date of the Acceptable Commitment, and, in
the event that any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection
therewith, then such Net Proceeds shall constitute Excess Proceeds.


 


(c)           To
the extent Net Proceeds from an Asset Sale exceed amounts that are invested or applied as provided and within the time period set forth
in the preceding paragraph, such excess amount will be deemed to constitute “Excess Proceeds.” When the aggregate
amount of Excess Proceeds exceeds $100.0 million, the Issuer shall make an offer to all Holders and, if required or permitted by the
terms of other Indebtedness that is pari passu in right of payment with the Notes (“Pari Passu Indebtedness”), to
the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount
(or accreted value, as applicable) of the Notes and such Pari Passu Indebtedness, with respect to the Notes only, that is equal to $2,000
or an integral multiple of $1,000 in excess thereof, that may be purchased out of the Excess Proceeds at an offer price, with respect
to the Notes only, in cash in an amount equal to 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued
and unpaid interest, if any, to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth
in this Indenture and, if applicable, the other documents governing the applicable Pari Passu Indebtedness. The Issuer shall commence
an Asset Sale Offer with respect to Excess Proceeds within twenty Business Days after the date that Excess Proceeds exceed $100.0 million
by transmitting electronically or mailing a notice to the Holders, with a copy to the Trustee, which notice shall advise the Holders
of the Asset Sale Offer and shall contain all information relating to the procedures for tendering Notes in the Asset Sale Offer and
withdrawing Notes therefrom, in each case consistent with this Section 10.17 and determined by the Issuer to be appropriate. The
Issuer may satisfy the foregoing obligation with respect to such Net Proceeds from an Asset Sale by making an Asset Sale Offer prior
to the expiration of the Asset Sale Proceeds Application Period (the “Advance Offer”) with respect to all or a part
of the available Net Proceeds (the “Advance Portion”) in advance of being required to do so by this Indenture.


 






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To the extent that the aggregate principal amount
(or accreted value, as applicable) of Notes and, if applicable, Pari Passu Indebtedness, tendered pursuant to an Asset Sale Offer is
less than the Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion), the Issuer may use any remaining Excess Proceeds
(or, in the case of an Advance Offer, the Advance Portion) in any manner not prohibited by this Indenture. If the aggregate principal
amount (or accreted value, as applicable) of Notes or the Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer exceeds the
amount of Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion), the Trustee shall select the Notes (subject to
applicable Depository procedures as to Global Notes) and the Issuer or the representative of such Pari Passu Indebtedness shall select
such Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes
or such Pari Passu Indebtedness, tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness, as the case may
be, will be repurchased in part in an unauthorized denomination. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of an Advance
Offer, the amount of Net Proceeds the Issuer is offering to apply in such Advance Offer shall be excluded in subsequent calculations
of Excess Proceeds. Additionally, upon consummation or expiration of any Advance Offer, any remaining Net Proceeds shall not be deemed
Excess Proceeds and the Issuer may use such Net Proceeds for any purpose not otherwise prohibited under this Indenture.


 


Pending the final application of an amount equal
to the Net Proceeds pursuant to this Section 10.17, the Issuer or the applicable Restricted Subsidiary may apply such Net Proceeds
temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise apply such Net Proceeds in any manner not
prohibited by this Indenture.


 


(d)           The
Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws or regulations are applicable in connection with the repurchase of the 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 Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations
under the Asset Sale provisions described in this Indenture by virtue of such compliance.


 


(e)           The
provisions of this Section 10.17 may be waived or modified at any time with the written consent of the Holders of a majority in
aggregate principal amount of the then Outstanding Notes.


 






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SECTION 10.18.    Suspension
of Covenants.


 


(a)           If
on any date following the Issue Date: (1) the Notes have an Investment Grade Rating from any two of the three Rating Agencies and
(2) no Default has occurred and is continuing under this Indenture with respect to the Notes (the occurrence of the events described
in the foregoing clauses (1) and (2) being collectively referred to as a “Covenant Suspension Event”),
then beginning on such date and continuing until the Reversion Date, with respect to the Notes, the Issuer and the Restricted Subsidiaries
shall not be subject to the following provisions of this Indenture (collectively, the “Suspended Covenants”):



 


(A)           clause
(a)(4) of Section 8.01;


 


(B)           Section 10.10;


 


(C)           Section 10.11;


 


(D)           Section 10.13;


 


(E)            Section 10.14;


 


(F)            Section 10.15;
and


 


(G)            Section 10.17.


 


Upon the occurrence of a Covenant Suspension Event (the date of such
occurrence, the “Suspension Date”), the amount of Excess Proceeds from any Asset Sale shall be reset at zero. In the
event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of
the foregoing with respect to the Notes, and on any subsequent date (the “Reversion Date”) any two of the three Rating
Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating, then
the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events
with respect to the Notes. The period of time between (and including) the Suspension Date and the Reversion Date (but excluding the Reversion
Date) is referred to in this Indenture as the “Suspension Period.” The Guarantees of Notes of the Guarantors shall
be suspended during the Suspension Period.


 


(b)           In
the event of any such reinstatement with respect to a series of Notes, no action taken or omitted to be taken by the Issuer or any of
the Restricted Subsidiaries prior to such reinstatement shall give rise to a Default or Event of Default under this Indenture with respect
to the Notes; provided that (1) with respect to Restricted Payments made on or after the Reversion Date, the amount of Restricted
Payments made will be calculated as though the provisions of Section 10.10 had been in effect prior to, but not during, the Suspension
Period (including with respect to a Limited Condition Acquisition entered into during the Suspension Period), (2) all Indebtedness
incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period (or deemed incurred or issued in connection with
a Limited Condition Acquisition entered into during the Suspension Period) shall be classified to have been incurred or issued pursuant
to Section 10.11(b)(4), (3) no Subsidiaries shall be designated as Unrestricted Subsidiaries during any Suspension Period,
(4) any Affiliate Transaction entered into on or after the Reversion Date pursuant to an agreement entered into during any Suspension
Period shall be deemed to be permitted pursuant to clause (6) of Section 10.13(b), (5) any encumbrance or restriction
on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in clauses (a) through (c) of
Section 10.14 that becomes effective during any Suspension Period shall be deemed to be permitted pursuant to Section 10.14(1),
(6) no Subsidiary of the Issuer shall be required to comply with the covenant described under Section 10.15 on or after the
Reversion Date with respect to any guarantee entered into by such Subsidiary during the Suspension Period, and (7) all Liens created,
incurred or assumed during the Suspension Period in compliance with this Indenture shall be deemed to have been outstanding on the Issue
Date, so that they are classified as permitted under clause (11) of the definition of “Permitted Liens.”


 






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During the Suspension Period, the Issuer and its
Restricted Subsidiaries shall be entitled to incur Liens to the extent provided for under Section 10.12 (including, without limitation,
Permitted Liens). To the extent such covenant and any Permitted Liens refer to one or more Suspended Covenants, such covenant or definition
shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but
solely for purposes of Section 10.12 and the “Permitted Liens” definition and for no other provision of this Indenture).


 


(c)           Notwithstanding
that the Suspended Covenants may be reinstated after the Reversion Date, (1) no Default, Event of Default or breach of any kind
shall be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer
or any of its Subsidiaries shall bear any liability for any actions taken or events occurring during the Suspension Period, or any actions
taken at any time pursuant to any contractual obligation arising during any Suspension Period, in each case as a result of a failure
to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period or after that time
based solely on any action taken or event that occurred or contractual obligation arising during the Suspension Period), and (2) following
a Reversion Date, the Issuer and each Restricted Subsidiary shall be permitted, without causing a Default or Event of Default, to honor,
comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period and to consummate the
transactions contemplated thereby. The Issuer shall give the Trustee prompt notice (in the form of an Officer’s Certificate) of
the beginning and end of any Suspension Period.


 


Article Eleven


 


REDEMPTION
OF NOTES


 


SECTION 11.01.     Right
of Redemption. (a) At any time prior to September 15, 2026, the Issuer may, at its option and on one or more occasions,
redeem all or a part of the Notes, upon notice as set forth in Section 11.06, at a Redemption Price equal to 100% of the principal
amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date
of redemption (any applicable date of redemption hereunder, the “Redemption Date”), subject to the rights of Holders
of record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior
to the Redemption Date.


 


On and after September 15, 2026, the Issuer
may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as set forth in Section 11.06,
at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued
and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of
Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption
Date, if redeemed during the twelve-month period beginning on September 15 of each of the years indicated below:


 


	Year	 	Percentage	 
	2026	 	 	102.875	%
	2027	 	 	101.917	%
	2028	 	 	100.958	%
	2029 and thereafter	 	 	100.000	%



 


In addition, until September 15, 2024, the
Issuer may, at its option and on one or more occasions, upon notice as set forth in Section 11.06, redeem up to 40% of the aggregate
principal amount of Notes (including Additional Notes) issued under this Indenture at a Redemption Price (as calculated by the Issuer)
equal to (i) 105.750% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an
amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received
by or contributed to the Issuer plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption
Date, subject to the right of Holders of record of Notes on the relevant Regular Record Date to receive interest due on the relevant
Interest Payment Date falling on or prior to the Redemption Date; provided that (x) at least 50% of the sum of the original aggregate
principal amount of Notes issued under this Indenture on the Issue Date and the original principal amount of any Additional Notes issued
under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (y) each
such redemption occurs within 180 days of the date of closing of each such Equity Offering.


 






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(b) The aggregate of the Equity Claw Redemption
Amount shall not exceed the amount of the aggregate net cash proceeds from an Equity Offering being used to effect a redemption in connection
therewith.


 


SECTION 11.02.     [Reserved.].


 


SECTION 11.03.     Applicability
of Article. Redemption of Notes at the election of the Issuer or otherwise, as permitted or required by any provision of this Indenture,
shall be made in accordance with such provision and this Article.


 


SECTION 11.04.     Election
to Redeem; Notice to Trustee. In case of any redemption at the election of the Issuer, the Issuer shall, at least two Business
Days before notice of redemption is required to be sent to Holders pursuant to Section 11.06 hereof (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed
and setting forth the section of this Indenture pursuant to which the redemption shall occur; provided that no Opinion of Counsel pursuant
to Section 1.03 or otherwise shall be required in connection with the delivery of such notice of redemption or redemption.


 


SECTION 11.05.     Selection
by Trustee of Notes to Be Redeemed. With respect to any partial redemption or purchase of Notes made pursuant to this Indenture,
selection of the Notes for redemption or purchase will be made by the Trustee on a pro rata basis to the extent applicable or
by lot or by such method as the Trustee shall deem fair and appropriate; provided that if the Notes are represented by Global Notes,
interests in the Notes shall be selected for redemption or purchase by the Depository in accordance with its standard procedures therefor;
provided, further, that no Notes of less than $2,000 can be redeemed or repurchased in part. Such Notes to be redeemed or purchased shall
be selected, unless otherwise provided herein, at least ten days, but except as set forth in Section 11.06, not more than 60 days
prior to the Redemption Date from the Outstanding Notes not previously called for redemption or purchase.


 


The Trustee shall promptly notify the Issuer in
writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the
principal amount thereof to be redeemed or purchased. Provisions of this Indenture that apply to Notes called for redemption or purchase
also apply to portions of Notes called for redemption or purchase.


 


With respect to Notes represented by certificated
notes, if any Notes are to be purchased or redeemed in part only, the Issuer will issue a new Note in a principal amount equal to
the unredeemed or unpurchased portion of the original Note in the name of the Holder thereof upon cancellation of the original Note;
provided that the new Notes will be only issued in denominations of $2,000 and integral multiple of $1,000 in excess thereof.


 






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SECTION 11.06.     Notice
of Redemption. The Issuer shall deliver electronically, in accordance with the Depository procedures in the case of Global Notes,
or mail by first-class mail, postage prepaid, notices of redemption at least ten days, but except as set forth in this Section 11.06,
not more than 60 days before the Redemption Date specified in any such notice to each Holder at such Holder’s registered address
or otherwise in accordance with the procedures of the Depository, except that redemption notices may be delivered or mailed more than
60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge
of this Indenture. Notice of redemption may be conditional.


 


All notices of redemption shall state:


 


(1)            the
Redemption Date,


 


(2)            the
Redemption Price, or if not then ascertainable, the manner of calculation thereof,


 


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


 


(4)            if
any Note is to be redeemed or purchased in part only, the portion of the principal amount of that Note that is to be redeemed or purchased
and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed or unpurchased
portion of the original Note representing the same indebtedness to the extent not redeemed or purchased will be issued in the name of
the Holder thereof upon cancellation of the original Note,


 


(5)            that
on the Redemption Date, the Redemption Price (and accrued interest, if any, to but not including the Redemption Date payable as provided
in Section 11.08) will become due and payable upon each such Note, or the portion thereof, to be redeemed, and that interest
thereon will cease to accrue on and after the Redemption Date,


 


(6)            any
condition precedent to the redemption;


 


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


 


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


 


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


 


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


 


(11)          the
paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes are to be redeemed.


 


Notice of redemption of Notes to be redeemed at
the election of the Issuer shall be given by the Issuer or, at the Issuer’s request and provision of such notice information five Business
Days (unless a shorter notice shall be agreed to by the Trustee) prior to the date notice is to be given, by the Trustee in the
name and at the expense of the Issuer.


 






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Notice of any redemption of the Notes (including
upon an Equity Offering or in connection with another transaction (or series of related transactions) or an event that constitutes a
Change of Control) may, at the Issuer’s discretion, be given prior to the completion or the occurrence thereof and any such redemption
or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion
or occurrence of the related Equity Offering or other transaction or event, as the case may be. In addition, if such redemption or purchase
is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall
state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time (including more than 60 days after
the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall
be satisfied, or such redemption or purchase 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, or such notice may be rescinded at any
time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied.
In addition, the Issuer may provide in such notice that payment of the Redemption Price and performance of the Issuer’s obligations
with respect to such redemption may be performed by another Person. In no event shall the Trustee be responsible for monitoring, or charged
with knowledge of, the maximum aggregate amount of the Notes eligible under this Indenture to be redeemed.


 


If any such condition precedent has not been satisfied,
the Issuer shall provide written notice to the Trustee thereof. Upon receipt, the Trustee shall provide such notice to each Holder of
the Notes in the same manner in which the notice of redemption was given.


 


SECTION 11.07.     Deposit
of Redemption Price. On or prior to any Redemption Date, the Issuer shall deposit with the Trustee or with a Paying Agent (or, if
the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money
sufficient to pay the Redemption Price of, and accrued but unpaid interest, if any, on, all the Notes which are to be redeemed on such
Redemption Date.


 


SECTION 11.08.     Notes
Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption
Date, become due and payable, unless such redemption is conditioned on the happening of a future event, at the Redemption Price therein
specified (together with accrued but unpaid interest, if any, to the Redemption Date), and from and after such Redemption Date (unless
the Issuer shall default in the payment of the Redemption Price and accrued but unpaid interest, if any), such Notes shall cease to bear
interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Issuer at the
Redemption Price, together with accrued but unpaid interest, if any, to, but excluding, the Redemption Date and such Notes shall be canceled
by the Trustee; provided that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 3.07.


 


If any Note called for redemption shall not be so
paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption
Date at the rate borne by such Note, unless such redemption is conditioned on the happening of a future event.


 


SECTION 11.09.     Notes
Redeemed in Part. Any Note which is to be redeemed only in part (pursuant to the provisions of this Article) shall be surrendered
at an office or agency of the Issuer maintained for such purpose pursuant to Section 10.02 (with, if the Issuer or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed
by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested
by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered.


 






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SECTION 11.10.     Mandatory
Redemption; Open Market Purchases. The Issuer shall not be required to make any mandatory redemption or sinking fund payments with
respect to the Notes. The Issuer, the Investors and their respective Affiliates may, at their discretion, at any time and from time to
time, acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise.


 


Article Twelve


 


GUARANTEES


 


SECTION 12.01.     Guarantees.
Subject to this Article Twelve, each Guarantor jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations
of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the
Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the Notes will
be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for
the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal,
if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee
hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case
of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due
or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject,
however, in the case of clauses (1) and (2) above, to the limitation set forth in Section 12.04 hereof.


 


Each Guarantor hereby agrees (to the extent permitted
by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.


 


Each Guarantor hereby waives (to the extent permitted
by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever
and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations
contained in such Note, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment,
performance and compliance when due and not of collection. Each of the Guarantors hereby agrees that, in the event of a default in payment
of principal (or premium, if any) or interest on such Note or in payment of any other obligations hereunder, whether at its Stated Maturity,
by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of itself or on behalf of, or by,
the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to
enforce such Guarantor’s Guarantee without first proceeding against the Issuer or any other Guarantor. Each Guarantor agrees that
if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable
law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce
or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder,
upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised
by the Trustee or any of the Holders.


 






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If any Holder or the Trustee is required by any
court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in
relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of
the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that,
as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Article Twelve,
the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the
Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five hereof,
such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the
Guarantee of such Guarantor.


 


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


 


SECTION 12.02.     Severability.
In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby to the extent permitted by applicable law.


 


SECTION 12.03.     Restricted
Subsidiaries. The Issuer shall cause any Restricted Subsidiary required to guarantee payment of the Notes pursuant to the terms and
provisions of Section 10.15 to execute and deliver to the Trustee a supplement to this Indenture substantially in the form
of Exhibit A hereto in accordance with the provisions of Article Nine of this Indenture pursuant to which such Restricted Subsidiary
shall guarantee all of the obligations on the Notes, whether for principal, premium, if any, interest (including interest accruing after
the filing of, or which would have accrued but for the filing of, a petition by or against the Issuer under any Bankruptcy Law, whether
or not such interest is allowed as a claim after such filing in any proceeding under such law) and other amounts due in connection therewith
(including any fees, expenses and indemnities), on an unsecured senior basis, together with an Officer’s Certificate stating that
such supplemental indenture is authorized or permitted by this Indenture. Upon the execution of any such amendment or supplement, the
obligations of the Guarantors and any such Restricted Subsidiary under their respective Guarantees shall become joint and several and
each reference to the “Guarantor” in this Indenture shall, subject to Section 12.08, be deemed to refer to all Guarantors,
including such Restricted Subsidiary. Such Guarantee shall be released in accordance with Section 8.03 and Section 12.08.


 






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SECTION 12.04.     Limitation
of Guarantors’ Liability. Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all
such parties that the guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for
purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or
state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the
Holders and each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Guarantee shall be limited
to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor
under its Guarantee or pursuant to this Section 12.04, result in the obligations of such Guarantor under its Guarantee constituting
such fraudulent transfer or conveyance.


 


SECTION 12.05.     Contribution.
In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment
or distribution is made by any Guarantor (a “Funding Guarantor”) under a Guarantee, such Funding Guarantor shall be
entitled to a contribution from all other Guarantors in a pro rata amount based on the Adjusted Net Assets (as defined below) of each
Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging
the Issuer’s obligations with respect to the Notes or any other Guarantor’s obligations with respect to the Guarantee of
such Guarantor; provided that such right to seek contribution does not impair the rights of the Holders under the Guarantees. “Adjusted
Net Assets” of such Guarantor at any date shall mean the lesser of (1) the amount by which the fair value of the property
of such Guarantor exceeds the total amount of liabilities, including contingent liabilities (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee of such Guarantor at such date
and (2) the amount by which the present fair salable value of the assets of such Guarantor at such date exceeds the amount that
will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent
liabilities incurred or assumed on such date), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute
and matured.


 


SECTION 12.06.     Subrogation.
Each Guarantor shall be subrogated to all rights of Holders against the Issuer in respect of any amounts paid by any Guarantor pursuant
to the provisions of Section 12.01; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be
entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable
by the Issuer under this Indenture with respect to the Notes or the Notes shall have been paid in full.


 


SECTION 12.07.     Reinstatement.
Each Guarantor hereby agrees (and each Person who becomes a Guarantor shall agree) that the Guarantee provided for in Section 12.01 shall
continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations
or interest thereon is rescinded or must otherwise be restored by a Holder to the Issuer upon the bankruptcy or insolvency of the Issuer
or any Guarantor.


 


SECTION 12.08.     Release
of a Guarantor. Any Guarantee by a Guarantor shall be automatically and unconditionally released and discharged upon:


 


(1) (A)     any
sale, exchange, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of
(i) the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which such Guarantor is no longer a
Restricted Subsidiary or (ii) all or substantially all of the assets of such Guarantor to a Person that is not the Issuer or
any Restricted Subsidiary, in each case, if such sale, exchange, transfer or other disposition is not prohibited by the applicable
provisions of this Indenture;


 






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(B)            the
release or discharge of such other guarantee or direct obligation that resulted in the creation of such Guarantee, except a discharge
or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent
reinstatement is still a release);


 


(C)            the
designation of any such Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions
of this Indenture;


 


(D)            with
respect to the Notes, the Issuer’s exercise of its legal defeasance option or covenant defeasance option as described under Section 13.02 or
Section 13.03 or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture;


 


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


 


(F)            upon
the occurrence of a Covenant Suspension Event; provided that such Guarantee shall be reinstated upon the occurrence of the Reversion
Date.


 


SECTION 12.09.     Benefits
Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated
by this Indenture and from its guarantee and waivers pursuant to its Guarantees under this Article Twelve.


 


SECTION 12.10.     Effectiveness
of Guarantees.


 


This Indenture shall be effective upon its execution
and delivery by the parties hereto. With respect to each Guarantor, the provisions set forth in this Article Twelve shall be effective
upon the execution and delivery of this Indenture by the parties hereto.


 


Article Thirteen


 


LEGAL
DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 13.01.     Issuer’s
Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at its option, at any time, with respect to the Notes,
elect to have either Section 13.02 or Section 13.03 be applied to all Outstanding Notes upon compliance with the
conditions set forth below in this Article Thirteen.


 


SECTION 13.02.     Legal
Defeasance and Discharge. Upon the Issuer’s exercise under Section 13.01 of the option applicable to this Section 13.02,
each of the Issuer and the Guarantors shall be deemed to have been discharged from its respective obligations with respect to all Outstanding
Notes and the Guarantees on the date the conditions set forth in Section 13.04 are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, such Legal Defeasance means that each of the Issuer and the Guarantors shall be deemed to have
paid and discharged the entire indebtedness represented by the Outstanding Notes, which shall thereafter be deemed to be “Outstanding”
only for the purposes of Section 13.05 and the other Sections of this Indenture referred to in (1) and (2) below,
and the Guarantees and to have satisfied all its other obligations under the Notes, Guarantees and this Indenture insofar as such Notes
are concerned and have cured all then existing Events of Default (and the Trustee, at the expense of the Issuer, shall execute proper
instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder:
(1) the rights of Holders of Notes to receive payments in respect of the principal of (and premium, if any, on) and interest on
the Notes when such payments are due, solely out of the trust created pursuant to this Indenture, (2) the Issuer’s obligations
with respect to the Notes under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder, and the obligations of each of the Guarantors and the Issuer in connection therewith and (4) this
Article Thirteen. Subject to compliance with this Article Thirteen, the Issuer may exercise its option under this Section 13.02 notwithstanding
the prior exercise of its option under Section 13.03 with respect to the Notes.


 






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SECTION 13.03.     Covenant
Defeasance. Upon the Issuer’s exercise under Section 13.01 of the option applicable to this Section 13.03, each
of the Issuer and the Guarantors shall be released from its respective obligations under any covenant contained in Sections 8.01 and
8.02 and in Sections 10.04 through and including 10.17 with respect to the Outstanding Notes on and after the date
the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter
be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders of
Notes (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding”
for all other purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the Issuer
or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by
reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall
not constitute a Default or an Event of Default under Sections 5.01(3), and as a result of such Covenant Defeasance, Sections 5.01(4),
5.01(5), and 5.01(7) and, with respect to only any Significant Subsidiary and not the Issuer, Section 5.01(6), shall no longer
be in effect but, except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby.


 


SECTION 13.04.     Conditions
to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to application of either Section 13.02 or
Section 13.03 to the Outstanding Notes:


 


(1)            the
Issuer must irrevocably deposit 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 (including scheduled payments thereon) as will be sufficient (without consideration
of any reinvestment of interest), in the opinion of an Independent Financial Advisor, to pay the principal of, premium, if any, and interest
due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest
on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Date; provided,
that upon any redemption that requires the payment of the relevant Applicable Premium, the amount deposited shall be sufficient for purposes
of this Indenture to the extent that an amount is deposited with the Trustee equal to the relevant Applicable Premium calculated 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. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee
simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied
toward such redemption;


 






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


 


(A)           the
Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or


 


(B)           since
the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,


 


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


 


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


 


(4)            no
Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous
deposit relating to other Indebtedness, and, in each case the granting of Liens in connection therewith) shall have occurred and be continuing
on the date of such deposit;


 


(5)            such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement
or material instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to
which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from borrowing
funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the
granting of Liens in connection therewith);


 


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


 


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


 


SECTION 13.05.     Deposited
Money and Government Securities To Be Held in Trust Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of
Section 10.03, all cash and Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 13.04 in
respect of the Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and
this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as
the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal (and premium,
if any) and interest on the Notes, but such money or Government Securities need not be segregated from other funds except to the extent
required by law.


 






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The Issuer shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 13.04 or
the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of
the Holders of the Outstanding Notes.


 


Anything in this Article Thirteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request any money or Government Securities
held by it as provided in Section 13.04 which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance, as applicable, in accordance with this Article Thirteen.


 


SECTION 13.06.     Reinstatement.
If the Trustee or any Paying Agent is unable to apply any money or Government Securities in accordance with Section 13.05 by
reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Issuer’s and each Guarantor’s obligations under this Indenture and the Outstanding Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 13.02 or 13.03, as the case may be, until such time as the Trustee or
Paying Agent is permitted to apply all such money or Government Securities in accordance with Section 13.05; provided that, if the
Issuer makes any payment of principal of (or premium, if any) or interest on any Note following the reinstatement of its obligations,
the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.


 


[Signature Pages Follow]


 






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


 


	 	PENNYMAC FINANCIAL
    SERVICES, INC., as Issuer
	 	 
	 	 	 
	 	By:	/s/
    Daniel S. Perotti
	 	Name:	Daniel S. Perotti
	 	Title:	Senior Managing Director and
    Chief Financial Officer




 


	 	PNMAC HOLDINGS, INC.
	 	 
	 	 
	 	By	/s/ Pamela Marsh
	 	 	Name:	Pamela Marsh
	 	 	Title:	Senior Managing Director and Treasurer




 


	 	PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC
	 	 
	 	 
	 	By	/s/ Pamela Marsh
	 	 	Name:	Pamela Marsh
	 	 	Title:	 Senior Managing Director and Treasurer




 


	 	PNMAC CAPITAL MANAGEMENT, LLC
	 	 
	 	 
	 	By	/s/ Pamela Marsh
	 	 	Name:	Pamela Marsh
	 	 	Title:	Senior Managing Director and Treasurer




 






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	 	PENNYMAC LOAN SERVICES, LLC
	 	 
	 	 
	 	By	/s/ Pamela Marsh
	 	 	Name:	Pamela Marsh
	 	 	Title:	Senior Managing Director and Treasurer


 


	 	PENNYMAC SERVICES, INC.
	 	 
	 	 
	 	By	/s/ Pamela Marsh
	 	 	Name:	Pamela Marsh
	 	 	Title:	Senior Managing Director and Treasurer








 






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	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	 
	 	By:	/s/ Joshua A. Hahn
	 	 	Name:	 Joshua A. Hahn
	 	 	Title: 	Vice President



 






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Annex I - Rule 144A
/ Regulation S Appendix


 


PROVISIONS RELATING TO INITIAL NOTES


 


1.            Definitions


 


1.1          Definitions.


 


For the purposes of this Appendix the following
terms shall have the meanings indicated below:


 


“Applicable Procedures” means
the rules and procedures of the Depository to the extent applicable to such transaction and as in effect from time to time.


 


“Definitive Note” means a certificated
Note bearing, if required, the appropriate restricted notes legend set forth in Section 2.3(d).


 


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


 


“Distribution Compliance Period”,
with respect to any Notes, means the period of 40 consecutive days beginning on and including the latest of the Issue Date,
the original issue date of the issuance of any Additional Notes and the date on which any such Notes (or any predecessor of such Notes)
were first offered to persons other than distributors (as defined in rule 902 of Regulation S) in reliance on Regulation S.


 


“Initial Purchasers” means (1) with
respect to the Notes issued on the Issue Date, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Barclays Capital
Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC and
(2) with respect to each issuance of Additional Notes, the Persons purchasing such Additional Notes under the related Purchase Agreement.


 


“Notes” means (1) $500,000,000 aggregate
principal amount of 5.750% Senior Notes Due 2031 issued on the Issue Date and (2) Additional Notes, if any.


 


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


 


“Purchase Agreement” means (1) with
respect to the Notes issued on the Issue Date, the Purchase Agreement, dated September 13, 2021, among the Issuer, the Guarantors
and the Representative on behalf of the Initial Purchasers, and (2) with respect to each issuance of Additional Notes, the purchase
agreement among the Issuer, the Guarantors and the Persons purchasing such Additional Notes.


 


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


 


“Representative” means Credit
Suisse Securities (USA) LLC, as representative of the Initial Purchasers.


 


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


 






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“Transfer Restricted Notes” means
Notes that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(d) hereto.


 


1.2         Other
Definitions.


 


	Term
	 	Defined
    in 

Section:

	“Agent
    Members”	 	2.1(b)
	“Global
    Notes”	 	2.1(a)
	“Permanent
    Regulation S Global Note”	 	2.1(a)
	“Regulation S”	 	2.1(a)
	“Regulation
    S Global Note”	 	2.1(a)
	“Rule 144A”	 	2.1(a)
	“Rule 144A
    Global Note”	 	2.1(a)
	“Temporary
    Regulation S Global Note”	 	2.1(a)


 


2.            The
Notes.


 


2.1          (a) Form and
Dating. The Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only
to (i) Persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”)
and (ii) Persons other than U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S
under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers
in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A
shall be issued initially in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A
Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or
more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”),
in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1,
which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the
name of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Except as set forth
in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note will not be exchangeable for
interests in a Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note”,
and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or any other Note
prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may
be exchanged for interests in a Rule 144A Global Note, the Permanent Regulation S Global Note or a Definitive Note only (i) upon
certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S
Global Note are owned either by non-U.S. Persons or U.S. Persons who purchased such interests in a transaction that did not require registration
under the Securities Act, and (ii) in the case of an exchange for a Definitive Note, in compliance with the requirements of Section 2.4(a) hereof.


 


Beneficial interests in Temporary Regulation S
Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer
of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S
Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Issuer and the Trustee) to the
effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) whom the
transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting
the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States
and other jurisdictions.


 






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Beneficial interests in a Rule 144A Global
Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before
or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate
(in a form satisfactory to the Issuer and the Trustee) to the effect that such transfer is being made in accordance with Rule 903 or
904 of Regulation S.


 


The Rule 144A Global Note, the Temporary Regulation S
Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”.
The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depository or its nominee as hereinafter provided.


 


(b)         Book-Entry
Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository.


 


The Issuer shall execute and the Trustee shall,
in accordance with Section 2.2 below and 2.02 of this Indenture, authenticate and deliver initially one or more Global Notes
that (a) shall be registered in the name of the Depository and (b) shall be delivered by the Trustee to such Depository or
pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository.


 


Members of, or participants in the Depository (“Agent
Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository
or by the Trustee as the custodian of the Depository or under such Global Note, and the Issuer, the Trustee and any agent of the Issuer
or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository or impair as between the Depository and its Agent
Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest
in any Global Note. Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by
the Depository.


 


In connection with any proposed transfer outside
the book-entry system, the Issuer or the Depository shall be required to provide or cause to be provided to the Trustee all information
necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting
obligations under Section 6045 of the Code. The Trustee may rely on any such information provided to it and shall have no responsibility
to verify or ensure the accuracy of such information.


 


(c)          Definitive
Notes. Except as provided in this Section 2.1 and Sections 2.3 or 2.4, owners of beneficial interests in Global Notes shall
not be entitled to receive physical delivery of Definitive Notes.


 


2.2          Authentication.
The Trustee shall authenticate and deliver: (1) on the Issue Date, $500,000,000 aggregate principal amount of 5.750% Senior Notes
Due 2031 and (2) any Additional Notes for an original issue, in each case, in an aggregate principal amount specified in an
Issuer Order pursuant to Section 2.02 of this Indenture. Such Issuer Order shall specify the amount of the Notes to be authenticated
and the date on which the original issue of Notes is to be authenticated and, in the case of any issuance of Additional Notes pursuant
to Section 3.13 of this Indenture, shall certify that such issuance is in compliance with Section 10.11 of this Indenture.


 






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2.3         Transfer
and Exchange.


 


(a)         Transfer
and Exchange of Definitive Notes. When Definitive Notes are presented to the Note Registrar with a request:


 


(x)            to
register the transfer of such Definitive Notes; or


 


(y)           to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,


 


the Note Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for
transfer or exchange:


 


(i)           shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Note Registrar,
duly executed by the Holder thereof or its attorney duly authorized in writing; and


 


(ii)          if
such Definitive Notes are required to bear a restricted notes legend, they are being transferred or exchanged pursuant to an effective
registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below,
and are accompanied by the following additional information and documents, as applicable:


 


(A)          if
such Definitive Notes are being delivered to the Note Registrar by a Holder for registration in the name of such Holder, without transfer,
a certification from such Holder to that effect; or


 


(B)          if
such Definitive Notes are being transferred to the Issuer, a certification to that effect; or


 


(C)          if
such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A or
Regulation S; or (y) in reliance upon another exemption from the requirements of the Securities Act: (i) a certification
to that effect (in the form set forth on the reverse of the Note) and (ii) if the Issuer so requests, an opinion of counsel
or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(d).


 


(b)         Restrictions
on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial
interest in a Rule 144A Global Note or a Regulation S Global Note except upon satisfaction of the requirements set forth below.
Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory
to the Trustee, together with:


 


(i)           certification,
in the form set forth on the reverse of the Note, that such Definitive Note is either (A) being transferred to a QIB in accordance
with Rule 144A or (B) being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased
such Note in reliance on Regulation S to a buyer who elects to hold its interest in such Note in the form of a beneficial interest
in the Regulation S Global Note; and


 


(ii)          written instructions
directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such
Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Regulation S Global Note (in the case
of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Notes represented by
the Rule 144A Global Note or Regulation S Global Note, as applicable, such instructions to contain information regarding the
Agent Member account to be credited with such increase,


 






    -4-


    


    

 


then the Trustee shall cancel such Definitive Note and cause, or direct
the Notes Custodian to cause, in accordance with the standing instructions and procedures of the Depository and the Notes Custodian,
the aggregate principal amount of Notes represented by the Rule 144A Global Note or Regulation S Global Note, as applicable,
to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to
the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note or Regulation S
Global Note, as applicable, equal to the principal amount of the Definitive Note so canceled. If no Rule 144A Global Notes or Regulation S
Global Notes, as applicable, are then outstanding, the Issuer shall issue and the Trustee shall authenticate, upon written order
of the Issuer in the form of an Officer’s Certificate of the Issuer, a new Rule 144A Global Note or Regulation S Global
Note, as applicable, in the appropriate principal amount.


 


(c)         Transfer
and Exchange of Global Notes.


 


(i)          The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this
Indenture (including applicable restrictions on transfer set forth herein, if any) and the Applicable Procedures. A transferor of a beneficial
interest in a Global Note shall deliver to the Note Registrar a written order given in accordance with the Applicable Procedures
containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Note.
The Note Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified
in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer the beneficial
interest in the Global Note being transferred. The Note Registrar shall have no responsibilities with respect to transfers of beneficial
interests within a single Global Note.


 


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


 


(iii)        Notwithstanding
any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Note may not be transferred
as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee
of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.


 


(iv)        In
the event that a Global Note is exchanged for a Definitive Note pursuant to Section 2.4 of this Appendix, such Notes may be
exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including
the certification requirements set forth on the reverse of the Notes intended to ensure that such transfers comply with Rule 144A,
Regulation S or another applicable exemption under the Securities Act, as the case may be) and such other procedures as may
from time to time be adopted by the Issuer.


 






    -5-


    


    

 


(v)         During
the Distribution Compliance Period, beneficial ownership interests in Temporary Regulation S Global Notes may only be sold, pledged
or transferred in accordance with the Applicable Procedures and only (i) to the Issuer, (ii) in an offshore transaction in
accordance with Regulation S (other than a transaction resulting in an exchange for an interest in a Permanent Regulation S
Global Note) or (iii) pursuant to an effective registration statement under the Securities Act, in each case in accordance
with any applicable securities laws of any State of the United States.


 


(d)          Legend.
Each Note certificate evidencing the Global Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a
legend in substantially the following form:


 


THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A) IT IS A
 “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) OR (B) IT
IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT (“REGULATION S”) AND (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR
WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH SECURITY, ONLY (A) TO THE ISSUER OR ANY PARENT
OR SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME OR BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION
S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT (OTHER THAN PURSUANT TO RULE 144), SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO THE ISSUER.


 


BY ITS ACQUISITION OF THIS SECURITY,
THE HOLDER HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) IT IS NOT ACQUIRING OR HOLDING THIS SECURITY
(OR ANY INTEREST HEREIN) WITH THE ASSETS OF ANY (A) EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT
THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER
ANY OTHER U.S. OR NON-U.S. FEDERAL, STATE, LOCAL, OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE
(COLLECTIVELY, “SIMILAR LAWS”), OR (C) ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS”
(WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT
DESCRIBED IN CLAUSE (A) OR (B), OR (II) THE ACQUISITION AND HOLDING OF THIS SECURITY (OR ANY INTEREST HEREIN) BY IT WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR
VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.


 






    -6-


    


    

 


Each Note being sold pursuant to Regulation S shall also bear
an additional legend substantially to the following effect:


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT
BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS SUCH NOTES ARE REGISTERED
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THIS LEGEND WILL BE REMOVED AFTER THE
EXPIRATION OF FORTY DAYS FROM THE LATER OF (I) THE DATE ON WHICH THESE NOTES WERE FIRST OFFERED AND (II) THE DATE OF ISSUE
OF THESE NOTES.


 


Each Definitive Note shall also bear the following additional legend:


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER
TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


(e)          Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive
Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Depository for cancellation or retained and canceled
by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for certificated Notes,
redeemed, purchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall
be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global
Note, by the Trustee or the Notes Custodian, to reflect such reduction.


 


(f)          No
Obligation of the Trustee.


 


(i)          The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depository
or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof,
with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other
Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect
to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall
be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global
Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and
procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository
with respect to its members, participants and any beneficial owners.


 






    -7-


    


    

 


(ii)         The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between
or among the Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor
any Agent shall have any responsibility for any actions taken or not taken by the Depository.


 


2.4         Definitive
Notes.


 


(a)          A
Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.1 shall
be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal
amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 hereof and (i) the
Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note or if at any time such Depository
ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successor depository is not appointed
by the Issuer within 90 days of such notice, or of its becoming aware of such cessation, or (ii) a Default has occurred and
is continuing or (iii) the Issuer, in its sole discretion, and subject to the procedures of the Depository, notifies the Trustee
in writing that it elects to cause the issuance of Definitive Notes under this Indenture.


 


(b)         Any
Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depository to the Trustee located at its principal Corporate Trust Office in the Borough of Manhattan, The City of New York, to be so
transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer
of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion
of a Global Note transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations
of $2,000 principal amount and any integral multiple of $1,000 in excess thereof and registered in such names as the Depository
shall direct. Any Definitive Note delivered in exchange for an interest in the Transfer Restricted Note shall bear the applicable restricted
notes legend and definitive notes legend set forth in Exhibit 1 hereto.


 


(c)         The
registered Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and
Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or
the Notes.


 


(d)          In
the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Issuer shall promptly make available
to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons. In the event that
such Definitive Notes are not issued, the Issuer expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant
to this Indenture, including pursuant to Section 5.07, the right of any beneficial owner of Notes to pursue such remedy with respect
to the portion of the Global Note that represents such beneficial owner’s Notes as if such Definitive Notes had been issued.


 






    -8-


    


    







 


EXHIBIT 1

to Annex I


 


[FORM OF FACE OF INITIAL NOTE]

[Global Notes Legend]


 


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


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO THE DEPOSITORY, TO NOMINEES OF THE DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


[Restricted Notes Legend]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) OR (B) IT IS NOT A U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 903 OR RULE 904 OF REGULATION S UNDER
THE SECURITIES ACT (“REGULATION S”) AND (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH
IT HAS PURCHASED SECURITIES, TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH SECURITY, ONLY (A) TO THE ISSUER OR ANY PARENT OR
SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME OR BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
(C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION
S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT (OTHER THAN PURSUANT TO RULE 144), SUBJECT TO THE ISSUER’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO THE ISSUER.


 






    -1-


     


    

 


BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER HEREOF WILL BE DEEMED
TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) IT IS NOT ACQUIRING OR HOLDING THIS SECURITY (OR ANY INTEREST HEREIN) WITH THE
ASSETS OF ANY (A) EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), (B) PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975
OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER U.S. OR NON-U.S. FEDERAL,
STATE, LOCAL, OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”),
OR (C) ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN CLAUSE (A) OR (B), OR (II) THE
ACQUISITION AND HOLDING OF THIS SECURITY (OR ANY INTEREST HEREIN) BY IT WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.


 


[Additional Regulation S
Restricted Notes Legend]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED,
SOLD OR DELIVERED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS SUCH NOTES ARE REGISTERED UNDER
THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THIS LEGEND WILL BE REMOVED AFTER THE EXPIRATION
OF FORTY DAYS FROM THE LATER OF (I) THE DATE ON WHICH THESE NOTES WERE FIRST OFFERED AND (II) THE DATE OF ISSUE OF THESE NOTES.


 


[Definitive Notes Legend]


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
COMPLIES WITH THE FOREGOING RESTRICTIONS.


 






    -2-


     


    

 



 


5.750% Senior Note Due 2031


 


		No.	$____________



 





CUSIP No.____________


 


PennyMac Financial Services, Inc. (the “Issuer”),
a Delaware corporation, promises to pay to [________]1, or registered assigns, the principal sum [of ________ U.S. dollars]2
on September 15, 2031.


 


Interest Payment Dates: March 15 and September 15 (commencing
on March 15, 2022).


 


Regular Record Dates: March 1 and September 1.


 


Additional provisions of this Note are set forth
on the other side of this Note.


 


 






1       For
Global Notes insert: Cede & Co.


 


2       For
Global Notes insert: set forth on the Schedule of Increases or Decreases in Global Note attached hereto





 






    	 	-2-	 



     


    

 


Dated:


 


PENNYMAC FINANCIAL SERVICES, INC.


 


 





	By:	 	 
	 	Name:	 
	 	Title:	 



 






    -1-


    


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 





Dated: _________________


 


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


 


 


U.S.
BANK NATIONAL ASSOCIATION, as Trustee


 


 


	By:	 	 
	 	Authorized Signatory



 






    -2-


    


    

 


[FORM OF REVERSE SIDE OF INITIAL NOTE]

5.750% Senior Note Due 2031


 





1.            Principal
and Interest.


 


The Issuer will pay the principal of this Note on
September 15, 2031.


 


The Issuer promises to pay interest on the principal
amount of this Note on each Interest Payment Date, as set forth below, at the rate of 5.750% per annum.


 


Interest will be payable semi-annually in arrears
(to the Holders of record at the close of business (if applicable) on the March 1 or September 1 (whether or not a Business
Day) immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing March 15, 2022.


 


Interest on this Note will accrue from the most recent
date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from September 16,
2021; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record
Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date.
Interest will be computed on the basis of a 360-day year of twelve 30-day months.


 


The Issuer shall pay interest on overdue principal
and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the rate of
interest borne by the Notes.


 


2.            Method
of Payment.


 


The Issuer will pay interest (except Defaulted Interest)
on the principal amount of the Notes on each March 15 and September 15 (commencing on March 15, 2022) to the Persons
who are Holders of Notes (as reflected in the Note Register at the close of business (if applicable) on the March 1 and September 1
(whether or not a Business Day) immediately preceding the Interest Payment Date), in each case, even if the Note is cancelled on registration
of transfer or registration of exchange after such Regular Record Date; provided that, with respect to the payment of principal or premium,
if any, the Issuer will make payment to the Holder that surrenders this Note to the Paying Agent on or after the date such principal or
premium is due and payable.


 


The Issuer will pay principal (and premium, if any)
and interest in U.S. dollars. However, the Issuer may pay principal (and premium, if any) and interest by its check payable in such money.
The Issuer may pay interest on the Notes either (a) by mailing a check for such interest to a Holder’s registered address (as
reflected in the Note Register) or (b) subject to the provisions of the Indenture, by wire transfer to an account located in the
United States maintained by the payee. If a payment date is a date other than a Business Day at a place of payment, payment may be made
at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period.


 


3.            Paying
Agent and Note Registrar.


 


The Issuer initially appoints U.S. Bank National
Association, in New York as Paying Agent and Note Registrar. The Issuer may change any Paying Agent or Note Registrar without prior notice
to the Holders. The Issuer or any of its Subsidiaries may act as Paying Agent, Note Registrar or co-registrar.


 






    -3-


    


    

 


4.            Indenture.


 





The Issuer issued the Notes under an Indenture, dated
as of September 16, 2021 (the “Indenture”), among the Issuer, the Guarantors and the Trustee. Capitalized terms
herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture.
The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of all such terms. To the extent permitted
by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture
shall control.


 


The Notes are unsecured senior obligations of the
Issuer. The Indenture does not limit the aggregate principal amount of the Notes.


 


5.            Redemption.


 


Optional
Redemption. At any time prior to September 15, 2026, the Issuer may, at its option and on one or more occasions, redeem
all or a part of the Notes, upon notice as described in Section 11.06 of the Indenture, at a Redemption Price equal to
100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but
excluding, the Redemption Date, subject to the rights of Holders of record of Notes on the relevant Regular Record Date to receive interest
due on the relevant Interest Payment Date falling on or prior to the Redemption Date.


 


On and after September 15, 2026, the Issuer
may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice as described in Section 11.06
of the Indenture, at the Redemption Prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth
below, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of
record of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior
to the Redemption Date, if redeemed during the twelve-month period beginning on September 15 of each of the years indicated
below:


 


	Year	 	Percentage
	2026	 	102.875%
	2027	 	101.917%
	2028	 	100.958%
	2029 and thereafter	 	100.000%





 


In addition, until September 15, 2024, the Issuer
may, at its option and on one or more occasions, upon notice as described in Section 11.06 of the Indenture, redeem up to 40%
of the aggregate principal amount of Notes (including Additional Notes) issued under the Indenture at a Redemption Price (as calculated
by the Issuer) equal to (i) 105.750% of the aggregate principal amount thereof, with an amount equal to or less than the net cash
proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer plus (ii) accrued
and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes
on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption
Date; provided that (a) at least 50% of the sum of the original aggregate principal amount of Notes issued under the Indenture on
the Issue Date and the original principal amount of any Additional Notes issued under the Indenture after the Issue Date remains
outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of
the date of closing of each such Equity Offering.


 






    -4-


    


    

 


6.            Repurchase
upon a Change of Control and Asset Sales.


 





Upon the occurrence of (a) a Change of Control,
the Holders will have the right to require that the Issuer purchase such Holder’s Outstanding Notes, in whole or in part, at a purchase
price of 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase
and (b) Asset Sales, the Issuer may be obligated to make offers to purchase Notes and Pari Passu Indebtedness of the Issuer with
a portion of the Net Proceeds of such Asset Sales at a Redemption Price of 100% of the aggregate principal amount thereof plus accrued
and unpaid interest, if any, to, but excluding, the date of purchase.


 


7.            Denominations;
Transfer; Exchange.


 


The Notes are in registered form without coupons
in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange
Notes in accordance with the Indenture. The Note Registrar and the Issuer may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Note Registrar and
the Issuer need not register the transfer or exchange of any Notes selected for redemption (except, in the case of a Note to be redeemed
in part, the portion of the Note not to be redeemed) or any Notes tendered (and not withdrawn) for repurchase in connection with
a Change of Control Offer, an Asset Sale Offer or other tender offer. Also, the Note Registrar and the Issuer need not register the transfer
or exchange of any Notes for a period of ten days before delivering a notice of redemption of Notes to be redeemed.


 


8.            Persons
Deemed Owners.


 


A registered Holder of a Note may be treated as the
owner of such Note for all purposes.


 


9.            Unclaimed
Money.


 


If money for the payment of principal (premium, if
any) or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Issuer at its written request.
After that, Holders entitled to the money must look to the Issuer for payment, unless an abandoned property law designates another Person,
and all liability of the Trustee and such Paying Agent with respect to such money shall cease.


 


10.          Discharge
and Defeasance Prior to Redemption or Maturity.


 


If the Issuer irrevocably deposits, or causes to
be deposited, with the Trustee money or Government Securities sufficient to pay the then outstanding principal of (premium, if any) and
accrued but unpaid interest on the Notes to the Redemption Date or Stated Maturity, the Issuer will be discharged from its obligations
under the Indenture with respect to the Notes and the Notes, except in certain circumstances for certain covenants thereof, or will be
discharged from certain covenants set forth in the Indenture with respect to the Notes.


 


11.          Amendment;
Supplement; Waiver.


 


Subject to certain exceptions, the Indenture, the
Notes or any Guarantee may be amended or supplemented with the consent of the Issuer and the Holders of at least a majority in aggregate
principal amount of the then Outstanding Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture,
the Notes or any Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the
then Outstanding Notes. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture, the
Notes or the Guarantees to, among other things, cure any ambiguity, omission, mistake, defect or inconsistency and make any change that
does not adversely affect the legal rights under the Indenture of any Holder in any material respect.


 






    -5-


    


    

 





12.          Restrictive
Covenants.


 


The Indenture contains certain covenants, including
covenants with respect to the following matters: (i) Restricted Payments; (ii) incurrence of Indebtedness and issuance of Disqualified
Stock and Preferred Stock; (iii) Liens; (iv) transactions with Affiliates; (v) dividend and other payment restrictions
affecting Restricted Subsidiaries; (vi) guarantees of Indebtedness by Restricted Subsidiaries; (vii) merger and certain transfers
of assets; (viii) purchase of Notes upon a Change of Control; and (ix) disposition of proceeds of Asset Sales. Within 120 days
after the end of each fiscal year, the Issuer must report to the Trustee on compliance with such limitations.


 


13.          Successor
Persons.


 


When a successor Person or other entity assumes all
the obligations of its predecessor under the Notes or the Guarantees and the Indenture, the predecessor Person will be released from those
obligations.


 


14.          Remedies
for Events of Default.


 


If an Event of Default, as defined in the Indenture
(other than an Event of Default specified in Section 5.01(6) of the Indenture), occurs and is continuing, the Trustee or the
Holders of at least 30% in aggregate principal amount of the then total Outstanding Notes may declare the principal, premium, if any,
interest and any other monetary obligations on all the then Outstanding Notes to be due and payable immediately by a notice in writing
to the Issuer (and to the Trustee if given by Holders). Notwithstanding the foregoing, in the case of an Event of Default arising under
Section 5.01(6) of the Indenture, all Outstanding Notes will become due and payable without further action or notice. Subject
to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee
shall be under no obligation to exercise any rights or powers under the Indenture at the request or direction of any of the Holders unless
such Holders have offered indemnity or security against any loss, liability, claim or expense satisfactory to the Trustee. Subject to
certain restrictions, the Holders of a majority in principal amount of the Outstanding Notes are given the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.
The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly
prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.


 


15.          Guarantees.


 


On and following the Issue Date, the Issuer’s
obligations under the Notes will be fully, irrevocably and unconditionally guaranteed on a senior unsecured basis, to the extent set forth
in the Indenture, by each of the Guarantors.


 


16.          Trustee
Dealings with Issuer.


 


The Trustee under the Indenture, in its individual
or any other capacity, may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for, and
otherwise deal with, the Issuer and its Affiliates as if it were not the Trustee.


 






    -6-


    


    

 


17.          Authentication.


 





This Note shall not be valid until the Trustee manually
signs the certificate of authentication on the other side of this Note.


 


18.          Abbreviations.


 


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


 


19.            CUSIP
Numbers.


 


Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use
CUSIP numbers in notices as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon. Notwithstanding
anything otherwise to the contrary in the Indenture or the Notes, the Issuer may, and, at the Issuer’s direction, the Trustee shall,
exchange Notes then outstanding, including, in the case of any Global Notes, through a mandatory exchange at the Depository or otherwise
in accordance with Applicable Procedures, to reflect any change in the name of the Issuer, and/or the CUSIP numbers and ISIN numbers with
respect to the Notes as may be necessary or appropriate to give effect to the exchange.


 


20.            Governing
Law.


 


THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE ISSUER AGREES TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR
STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS NOTE OR THE INDENTURE.


 


The Issuer will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to PennyMac Financial Services, Inc., 3043 Townsgate Road, Westlake
Village, California 91361 (fax: (818) 337-6519), Attention: Derek W. Stark, Senior Managing Director and Chief Legal Officer and Secretary.


 






    -7-


    


    

 


ASSIGNMENT FORM


 





To assign this Note, fill in the form below:


 


I or we assign and transfer this Note to


 


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


 


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


 


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





 


 


	Date:	 	 	 	Your Signature:	 	 



 





 


Sign exactly as your name appears on the other side of this Note.


 


In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the date that is one year after the later of the date of original issuance of such Notes and the last
date, if any, on which such Notes were owned by the Issuer or any “Affiliate” of the Issuer within the meaning of the
Securities Act of 1933, as amended (the “Securities Act”), the undersigned confirms that such Notes are being transferred
in accordance with its terms:


 


CHECK ONE BOX BELOW


 


 ̈            to
the Issuer or any parent or subsidiary thereof; or


 


		(1)	 ̈    	pursuant to an effective registration statement under the Securities Act; or



 


		(2)	 ̈    	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that
purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being
made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or



 


		(3)	 ̈    	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with
Rule 904 under the Securities Act.



 


Unless one of the boxes is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof.


 


			 






Signature


 


Signature Guarantee:


 





			 	 



		Signature must be guaranteed	 	Signature



 






    -8-


    


    

 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as
may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.




 


 






    -9-


    


    

 


TO BE COMPLETED BY PURCHASER IF (2) ABOVE
IS CHECKED.


 





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


 


	Dated:	 	 	
	 	Notice: To be executed by an executive
    officer




 






    -10-


    


    

 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE


 


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


 





	Date of Exchange	 	Amount of 

decrease in 

Principal amount 

of this Global 

Note	 	Amount of 

increase in 

Principal amount 

of this Global 

Note	 	Principal amount

 of this Global 

Note following 

such decrease or

 increase	 	Signature of 

authorized 

signatory of

 Trustee or Notes

 Custodian




 






    -11-


    


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 





If
you want to elect to have this Note purchased by the Issuer pursuant to Section 10.16 or 10.17 of the Indenture, check
the box:  ̈


 


 ̈
If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 10.16 or 10.17 of
the Indenture, state the amount in principal amount: $ .


 


($2,000 or integral multiples of $1,000 in excess thereof, provided
that the unpurchased portion of a Note must be in a minimum principal amount of $2,000)


 


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






 


		Signature Guarantee:	 	






(Signature must be guaranteed)


 


Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 


 



    -12-


    


    







 


EXHIBIT A


 


FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of ________________, 20__, by __________________ (the “New Guarantor”).


 


W I T N E S S E T H


 


WHEREAS,
the Issuer and Guarantors have heretofore executed and delivered to U.S. Bank National Association, as trustee (the “Trustee”),
an indenture (as heretofore amended and supplemented, the “Indenture”), dated as of September 16, 2021, providing
for the issuance of $500,000,000 aggregate principal amount of 5.750% Senior Notes Due 2031 (the “Notes”); and


 


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


 


NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor covenants and agrees for
the equal and ratable benefit of the Holders as follows:


 


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


 


2.            AGREEMENT
TO GUARANTEE. The New Guarantor hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth
in the Indenture including but not limited to Article Twelve thereof.


 


3.            EXECUTION
AND DELIVERY. The New Guarantor agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement
of any notation of such Guarantee on the Notes.


 


4.            NO
RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the New Guarantor,
as such, shall have any liability for any obligations of the Issuer or any Guarantor under the Notes, any Guarantees, the Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder
of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.


 


5.            GOVERNING
LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PART[Y][IES]
HERETO AGREE[S] TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN
THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.


 






    	 	A-1	 



     


    

 


6.            COUNTERPARTS.
The part[y][ies] may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. The exchange of copies of the Supplemental Indenture and of signature pages by facsimile or
PDF transmission shall constitute effective execution and delivery of the Supplemental Indenture as to the part[y][ies] hereto and may
be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the part[y][ies] hereto transmitted by facsimile
or PDF shall be deemed to be their original signatures for all purposes.


 





7.            EFFECT
OF HEADINGS. The Section headings herein are for convenience or reference only and are not intended to be considered a part hereof
and shall not affect the construction hereof.


 


8.            THE
TRUSTEE. The Trustee is an express and intended third party beneficiary hereof and is entitled to the rights and benefits hereunder and
may enforce this Agreement as if it were a party hereto. This provision cannot be amended without the consent of the Trustee.



 






    	 	A-2	 



     


    

 


IN WITNESS WHEREOF, the part[y][ies] hereto have
caused this Supplemental Indenture to be duly executed, all as of the date first above written.


 


[NEW GUARANTOR]


 


 


	 	By:	 
	 	Name:
	 	Title:






 






    	 	A-3	 



     


    

 





EXHIBIT B


 


INCUMBENCY CERTIFICATE


 


The undersigned, ____________, being the ____________
of ____________ (the “Issuer”) does hereby certify that the individuals listed below are qualified and acting officers
of the Issuer as set forth in the right column opposite their respective names and the signatures appearing in the extreme right column
opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority
to execute documents to be delivered to, or upon the request of, U.S. Bank National Association, as Trustee under the Indenture, dated
as of September 16, 2021, among the Issuer, the Guarantors party thereto and U.S. Bank National Association.


 


	
    Name
	
    Title:
	
    Signature

	__________________	__________________	__________________
	__________________	__________________	__________________
	__________________	__________________	__________________


 


IN WITNESS WHEREOF, the undersigned has duly executed
and delivered this Certificate as of the ____ day of ________, 20__.


 


	 	 
	 	Name:
	 	Title:






 






    	 	B-1