Exhibit 4.2


 


Execution
Version


 


INDENTURE


 


Dated as of July 29, 2021


 


among


 


HCRX
INVESTMENTS HOLDCO, L.P.,

as Issuer,


 


and


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


4.500% SENIOR NOTES DUE 2029


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I DEFINITIONS AND RULES OF CONSTRUCTION	1
	 	 
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	40
	Section 1.03	Rules of Construction	41
	Section 1.04	Acts of Holders	43
	Section 1.05	Measuring Compliance	44
	 	 	 
	Article II THE NOTES	46
	 	 
	Section 2.01	Form and Dating; Terms	46
	Section 2.02	Execution and Authentication	48
	Section 2.03	Registrar, Transfer Agent and Paying Agent	48
	Section 2.04	Paying Agent to Hold Money in Trust	49
	Section 2.05	Holder Lists	49
	Section 2.06	Transfer and Exchange	50
	Section 2.07	Replacement Notes	64
	Section 2.08	Outstanding Notes	64
	Section 2.09	Treasury Notes	65
	Section 2.10	Temporary Notes	65
	Section 2.11	Cancellation	65
	Section 2.12	Defaulted Interest	66
	Section 2.13	CUSIPs and Common Codes	66
	 	 	 
	Article III REDEMPTION	66
	 	 
	Section 3.01	Notices to Trustee	66
	Section 3.02	Selection of Notes to Be Redeemed	66
	Section 3.03	Notice of Redemption	67
	Section 3.04	Effect of Notice of Redemption	68
	Section 3.05	Deposit of Redemption Price	68
	Section 3.06	Notes Redeemed in Part	68
	Section 3.07	Optional Redemption	69
	Section 3.08	Mandatory Redemption	70
	Section 3.09	Offers to Repurchase by Application of Excess Proceeds	70
	Section 3.11	Special Mandatory Redemption	73
	 	 	 
	Article IV COVENANTS	74
	 	 
	Section 4.01	Payment of Notes	74
	Section 4.02	Maintenance of Office or Agency	74
	Section 4.03	Reports and Other Information	75
	Section 4.04	Compliance Certificate	76
	Section 4.05	[Reserved]	77



 






     


     


    

 


	Section 4.06	Stay, Extension and Usury Laws	77
	Section 4.07	Limitation on Restricted Payments	77
	Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	85
	Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	88
	Section 4.10	Asset Sales	95
	Section 4.11	Transactions with Affiliates	98
	Section 4.12	Liens	101
	Section 4.13	[Reserved]	102
	Section 4.14	Offer to Repurchase Upon Change of Control	102
	Section 4.15	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	104
	Section 4.16	Suspension of Covenants	104
	Section 4.17	[Reserved]	106
	Section 4.18	Activities Prior to Escrow Release	106
	 	 	 
	Article V SUCCESSORS	107
	 	 	 
	Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets	107
	Section 5.02	Successor Person Substituted	109
	 	 	 
	Article VI DEFAULTS AND REMEDIES	110
	 	 	 
	Section 6.01	Events of Default	110
	Section 6.02	Acceleration	112
	Section 6.03	Other Remedies	112
	Section 6.04	Waiver of Past Defaults	113
	Section 6.05	Control by Majority	113
	Section 6.06	Limitation on Suits	113
	Section 6.07	Rights of Holders of Notes to Receive Payment	115
	Section 6.08	Collection Suit by Trustee	115
	Section 6.09	Restoration of Rights and Remedies	115
	Section 6.10	Rights and Remedies Cumulative	116
	Section 6.11	Delay or Omission Not Waiver	116
	Section 6.12	Trustee May File Proofs of Claim	116
	Section 6.13	Priorities	116
	Section 6.14	Undertaking for Costs	117
	 	 	 
	Article VII TRUSTEE	117
	 	 	 
	Section 7.01	Duties of Trustee	117
	Section 7.02	Rights of Trustee	118
	Section 7.03	Individual Rights of Trustee	120
	Section 7.04	Trustee’s Disclaimer	120
	Section 7.05	Notice of Defaults	120
	Section 7.06	May Hold Notes	120
	Section 7.07	Compensation and Indemnity	121



 






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	Section 7.08	Replacement of Trustee or Agents	122
	Section 7.09	Successor Trustee by Merger, etc.	123
	Section 7.10	Eligibility; Disqualification	123
	 	 	 
	Article VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE	123
	 	 	 
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	123
	Section 8.02	Legal Defeasance and Discharge	124
	Section 8.03	Covenant Defeasance	124
	Section 8.04	Conditions to Legal or Covenant Defeasance	125
	Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	126
	Section 8.06	Repayment to Issuer	127
	Section 8.07	Reinstatement	127
	 	 	 
	Article IX AMENDMENT, SUPPLEMENT AND WAIVER	127
	 	 	 
	Section 9.01	Without Consent of Holders	127
	Section 9.02	With Consent of Holders	129
	Section 9.03	Revocation and Effect of Consents	130
	Section 9.04	Notation on or Exchange of Notes	131
	Section 9.05	Trustee to Sign Amendments, etc.	131
	Section 9.06	Additional Voting Terms; Calculation of Principal Amount	131
	 	 	 
	Article X GUARANTEES	132
	 	 	 
	Section 10.01	Guarantee	132
	Section 10.02	Limitation on Guarantor Liability	133
	Section 10.03	Execution and Delivery	134
	Section 10.04	Subrogation	134
	Section 10.05	Benefits Acknowledged	134
	Section 10.06	Release of Guarantees	134
	 	 	 
	Article XI SATISFACTION AND DISCHARGE	135
	 	 	 
	Section 11.01	Satisfaction and Discharge	135
	Section 11.02	Application of Trust Money	137
	 	 	 
	Article XII [Reserved]	137
	 	 
	Article XIII Escrow Arrangements	137
	 	 
	Section 13.01	Escrow Accounts	137
	Section 13.02	Release of Escrow Property	138
	Section 13.03	Directions to the Trustee	138
	Section 13.04	Amendment of Escrow Agreement	138



 






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	Article XIV MISCELLANEOUS	139
	 	 	 
	Section 14.01	Notices	139
	Section 14.02	Communication by Holders with Other Holders	140
	Section 14.03	Certificate and Opinion as to Conditions Precedent	140
	Section 14.04	Statements Required in Certificate or Opinion	140
	Section 14.05	Rules by Trustee and Agents	141
	Section 14.06	No Personal Liability of Directors, Officers, Employees, Members and Stockholders	141
	Section 14.07	Governing Law	141
	Section 14.08	Waiver of Jury Trial	141
	Section 14.09	Force Majeure	141
	Section 14.10	No Adverse Interpretation of Other Agreements	141
	Section 14.11	Successors	142
	Section 14.12	Severability	142
	Section 14.13	Counterpart Originals	142
	Section 14.14	Table of Contents, Headings, etc.	142
	Section 14.15	USA Patriot Act	142





 


	EXHIBITS	 
	 	 
	Exhibit A	Form of Note
	 	 
	Exhibit B	Form of Certificate of Transfer
	 	 
	Exhibit C	Form of Certificate of Exchange
	 	 
	Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors
	 	 
	Exhibit E	Form of Net Short Representation


 






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This INDENTURE, dated as of July 29, 2021,
is among HCRX Investments HoldCo, L.P. (the “Issuer”), a Delaware limited partnership, the guarantors party hereto
(collectively, the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).


 


W I T N E S E T H


 


WHEREAS, the Issuer has duly authorized the creation
of an issue of $650,000,000 aggregate principal amount of the Issuer’s 4.500% senior notes due 2029 (the “Initial Notes”);


 


WHEREAS, the Issuer has duly authorized the execution
and delivery of this Indenture;


 


NOW, THEREFORE, each party hereto agrees as follows
for the benefit of the other parties and for the equal and ratable benefit of the Holders.


 


Article I

DEFINITIONS AND RULES OF CONSTRUCTION


 


Section 1.01     Definitions.


 


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


 


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


 


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



 


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



 


“Additional Notes” means additional
Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01, 2.02 and 4.09
hereof.


 


“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.


 


“Agents” means any Paying Agent,
Registrar, Transfer Agent, and Authenticating Agent.


 






     


     


    

 


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


 


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



 


		(2)	the excess, if any, of



 


		(a)	the present value at such Redemption Date of (i) the redemption price of the Note on August 1, 2024 (such redemption price
being set forth in the table set forth in Section 3.07(b) hereof) plus (ii) all required interest payments due on the Note
through August 1, 2024 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the
Treasury Rate as of such Redemption Date plus 50 basis points; over



 


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



 


The Issuer shall calculate the Applicable Premium.
For the avoidance of doubt, calculation of or verification of the Issuer’s calculation of the Applicable Premium shall not be an
obligation or duty of the Trustee or the Paying Agent.


 


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


 


“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, without limitation, by way of a Sale and Lease-Back Transaction or effectuated pursuant to a Division) of the Issuer
or any of its Restricted Subsidiaries (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 or Disqualified Stock of Restricted
Subsidiaries issued in compliance with Section 4.09 hereof), whether in a single transaction or a series of related transactions;



 


in each case, other than:


 


		(a)	any disposition of Cash Equivalents or Investment Grade Securities or obsolete, worn out or surplus property in the ordinary course
of business or any disposition of inventory or goods (or other assets) held for sale or no longer used or useful in the ordinary course
of business;



 


		(b)	the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described
under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;



 






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		(c)	the making of any Restricted Payment that is permitted to be made, and is made, under Section 4.07 hereof or any Permitted Investment;



 


		(d)	any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of related
transactions in any fiscal year if, but only if, the aggregate EBITDA attributable thereto for the fiscal year most recently completed
prior to the time of any Asset Sale would not exceed an amount equal to 25% of EBITDA for such most recently completed fiscal year;



 


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



 


		(f)	to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”),
or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business;



 


		(g)	the lease, assignment, sub-lease, license or sub-license of any real or personal property in the ordinary course of business;



 


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



 


		(i)	any foreclosure, condemnation or similar action on assets or the granting of Liens not prohibited by this Indenture;



 


		(j)	sales of accounts receivable, or participations therein, or Securitization Assets or related assets, in each case, in connection with
any Qualified Securitization Facility;



 


		(k)	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 and asset securitizations permitted by this Indenture;



 


		(l)	the sale, discount, or other disposition of inventory, accounts receivable, notes receivable or other assets in the ordinary course
of business or the conversion of accounts receivable to notes receivable in connection with the collection or compromise thereof;



 


		(m)	the licensing or sub-licensing of intellectual property, software or other general intangibles in the ordinary course of business;



 






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		(n)	any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in
the ordinary course of business;



 


		(o)	the unwinding of Hedging Obligations;



 


		(p)	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;



 


		(q)	the lapse, abandonment, or disposition of intellectual property rights in the ordinary course of business, which rights, in the reasonable,
good-faith determination of the Issuer, are not material to the conduct of the business of the Issuer and its Restricted Subsidiaries
taken as a whole;



 


		(r)	the issuance of director qualifying shares and shares issued to foreign nationals as required by applicable law;



 


		(s)	the granting of a Lien that is permitted under Section 4.12 hereof or any Permitted Lien;



 


		(t)	any transfer of property subject to a casualty event upon receipt of the net cash proceeds of such casualty event;



 


		(u)	any payments in respect of Royalty Assets or transfers of royalties or revenues generated by Royalty Assets;



 


		(v)	any repayment at termination or early buyout with respect to Royalty Assets; and



 


		(w)	any transaction or arrangement that creates a stream of cash payments arising from Royalty Assets of the Issuer or its applicable
Affiliate.



 


“Bank Products” means any facilities
or services related to cash management, including treasury, depository, overdraft, credit, or debit card, purchase card, electronic funds
transfer, cash pooling, and other cash management arrangements.


 


“Bankruptcy Law” means Title
11, U.S. Code, as amended, or any similar federal or state law for the relief of debtors.


 


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


 


“Capital Stock” means:


 


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



 






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		(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) prepared in accordance
with GAAP, as GAAP was in effect on 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 licensed or 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 any consolidated balance sheet of such Person
and its Restricted Subsidiaries.


 


“Cash Equivalents” means:


 


		(1)	United States dollars;



 


		(2)	in the case of any Foreign Subsidiary, such local currencies held by it 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 such government with maturities
of 24 months or less from the date of acquisition;



 


		(4)	certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic commercial
bank having capital and surplus of not less than $250.0 million in the case of U.S. banks;



 


		(5)	repurchase obligations for underlying securities of any of the types described in clauses (3), (4), (7), and (8) of this definition
entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) of
this definition;



 






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		(6)	commercial paper and variable- or fixed-rate notes rated at least P-2 by Moody’s, at least A-2 by S&P, or at least F2 by
Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another
nationally recognized statistical rating agency) and in each case maturing within 24 months after the date of creation thereof and Indebtedness
or Preferred Stock issued by Persons with a rating of “A” or higher from S&P, “A2” or higher from Moody’s,
or “A” or higher from Fitch with maturities of 24 months or less from the date of acquisition;



 


		(7)	marketable short-term money market and similar securities having a rating of at least P-2, A-2, or F2 from either Moody’s, S&P
or Fitch, respectively (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating
from another nationally recognized statistical rating agency) and in each case maturing within 24 months after the date of creation or
acquisition thereof;



 


		(8)	readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision
or taxing authority thereof having an Investment Grade Rating from either Moody’s, S&P or Fitch (or, if at any time none of
Moody’s, S&P or Fitch shall be rating such obligations, an equivalent rating from another nationally recognized statistical
rating agency) with maturities of 24 months or less from the date of acquisition;



 


		(9)	readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof,
in each case having an Investment Grade Rating from either Moody’s, S&P or Fitch (or, if at any time none of Moody’s,
S&P or Fitch shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency)
with maturities of 24 months or less from the date of acquisition;



 


		(10)	Investments with average maturities of 12 months or less from the date of acquisition in money market funds given one of the three
highest ratings by S&P, Moody’s or Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations,
an equivalent rating from another nationally recognized statistical rating agency); and



 


		(11)	investment funds investing 90% of their assets in securities of the types described in clauses (1) through (10) of this
definition; and,



 


in the case of Investments by any Foreign Subsidiary that is a Restricted
Subsidiary or Investments made in a country outside the United States, Cash Equivalents shall also include (a) assets and investments
of the type and, to the extent applicable, maturity described in clauses (1) through (8) and clauses (10) and (11) of this
definition of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses
or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries
that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing
investments in clauses (1) through (11) of this definition and in this paragraph.


 






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Notwithstanding anything to the contrary in the
foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) of
this definition; 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.


 


At any time at which the value, calculated in accordance
with GAAP, of all investments of the Issuer and its Restricted Subsidiaries that were deemed, when made, to be Cash Equivalents in accordance
with clauses (1) through (11) of this definition exceeds the Indebtedness of the Issuer and its Restricted Subsidiaries, “Cash
Equivalents” shall also mean any investment (a “Qualifying Investment”) that satisfies the following two conditions:
(x) the Qualifying Investment is of a type described in clauses (1) through (10) of the first paragraph of this definition,
but has an effective maturity (whether by reason of final maturity, a put option or, in the case of an asset-backed security, an average
life) of five years and one month or less from the date of such Qualifying Investment (notwithstanding any provision contained in such
clauses (1) through (10) requiring a shorter maturity); and (y) the weighted average effective maturity of such Qualifying
Investment and all other investments that were made as Qualifying Investments in accordance with this paragraph does not exceed two years
from the date of such Qualifying Investment.


 


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


 


		(1)	the sale, lease or transfer, in one transaction or a series of related transactions, of all or substantially all of the assets of
the Issuer and its Restricted Subsidiaries, taken as a whole, to any Person; or



 


		(2)	the Issuer becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote,
written notice or otherwise) of the acquisition by any person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or a series of related 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, or any successor provision) of more than 50.0% of the voting power of the Voting Stock of the Issuer (directly
or through the acquisition of voting power of Voting Stock of any of the Issuer’s direct or indirect parent companies);



 






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provided,
however, that (1) a transaction in which any direct or indirect parent of the Issuer becomes a Subsidiary of another Person
(other than a Person that is an individual, such Person that is not an individual, the “Other Person”) shall not constitute
a Change of Control if (a) the shareholders “beneficially owning” 100.0% of the voting power of the outstanding Voting
Stock of such parent immediately prior to such transaction “beneficially own” (as such term is defined in Rule 13d-3
and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, at least a majority of the voting
power of the outstanding voting stock of such parent, immediately following the consummation of such transaction, and no “person”
or “group” (as such terms are defined above) “beneficially owns” (as such term is defined above) more than 50.0%
of the voting power of the outstanding Voting Stock of such parent immediately following such transaction if such “person”
or “group” (as such terms are defined above) did not “beneficially own” (as such term is defined above) more than
50.0% of the voting power of the outstanding Voting Stock of such parent prior to such transaction or (b) immediately following the
consummation of such transaction, no “person” or “group” (as such terms are defined above), other than the Other
Person (but including the holders of the Equity Interests of the Other Person), “beneficially owns” (as such term is defined
above), directly or indirectly through one or more intermediaries, more than 50.0% of the voting power of the outstanding Voting Stock
of such parent or the Other Person; (2) any holding company whose only significant asset is Capital Stock of the Issuer or any direct
or indirect parent of the Issuer shall not itself be considered a “person” or “group” (as such terms are defined
above) for purposes of this definition; (3) the transfer of assets between or among the Restricted Subsidiaries and the Issuer in
accordance with the terms of this Indenture shall not itself constitute a Change of Control; and (4) a “person” or “group”
(as such terms are defined above) shall not be deemed to “beneficially own” (as such term is defined above) securities subject
to a stock purchase agreement, merger agreement or similar agreement (or any voting or option agreement related thereto) until the consummation
of the transactions contemplated by such agreement.


 


“Clearstream” means Clearstream
Banking S.A. or any successor securities clearing agency.


 


“consolidated” means, with respect
to any financial information of the Issuer, that such information has been prepared based on the consolidation of the accounts of each
of the Restricted Subsidiaries of the Issuer with those of the Issuer in accordance with GAAP; provided that such consolidated financial
information will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Issuer or any Restricted
Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment.


 


“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 and Capitalized Software Expenditures of such Person and its Restricted Subsidiaries
for such period on a consolidated basis and otherwise determined in accordance with GAAP.


 


“Consolidated Interest Expense”
means, with respect to any Person for any period, without duplication:


 


		(1)	consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted
(and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the
issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters
of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the
movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest
component of Capitalized Lease Obligations, and (e) net payments, if any, made (less net payments, if any, received), pursuant to
interest rate Hedging Obligations with respect to Indebtedness, and excluding (t) any expense resulting from the discounting of any
Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (u) penalties and interest
relating to taxes, (v) any “additional interest” owing pursuant to any registration rights agreement with respect to
securities, (w) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (x) any expensing
of bridge, commitment and other financing fees, (y) commissions, discounts, yield and other fees and charges (including any interest
expense) related to any Qualified Securitization Facility and (z) any accretion of accrued interest on discounted liabilities); plus



 






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		(2)	consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus



 


		(3)	interest paid, directly or indirectly (through dividends or otherwise), on Indebtedness of any direct or indirect parent company of
the Issuer to the extent all of the proceeds of such Indebtedness have been contributed to the Issuer or any of its Restricted Subsidiaries
and such Indebtedness has been guaranteed by the Issuer or any of its Restricted Subsidiaries; less



 


		(4)	interest income for such period.



 


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


 


“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,
on a consolidated basis, and otherwise determined in accordance with GAAP; provided that, without duplication,


 


		(1)	any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses
(including relating to any multi-year strategic initiatives), Transaction Expenses, severance, relocation costs, and curtailments or modifications
to pension and post-retirement employee benefit plans shall be excluded,



 


		(2)	the Net Income for such period shall not include the cumulative effect of a change in accounting principles and changes as a result
of the adoption or modification of accounting policies during such period,



 


		(3)	any net after-tax gain or loss on disposal of disposed, abandoned or discontinued operations shall be excluded,



 


		(4)	any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments
or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business shall be excluded,



 






    9


     


    

 


		(5)	the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for
by the equity method of accounting, shall be excluded; provided that the Consolidated Net Income of the Issuer shall be increased
by the amount of dividends or distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer
or a Restricted Subsidiary thereof in respect of such period,



 


		(6)	solely for the purpose of determining the amount available for Restricted Payments under clause (3)(A) of Section 4.07(a) hereof,
the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that 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, 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; provided that the Consolidated Net Income of the Issuer shall be increased by the amount of dividends or other distributions
or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect
of such period, to the extent not already included therein,



 


		(7)	the effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in
the inventory, property and equipment, software, goodwill, other intangible assets, in-process research and development, deferred revenue,
and debt line items in such Person’s consolidated financial statements prepared in accordance with GAAP resulting from the application
of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes,
shall be excluded,



 


		(8)	any after-tax effect of income (loss) from the early extinguishment of (i) Indebtedness, (ii) Hedging Obligations or (iii) other
derivative instruments shall be excluded,



 


		(9)	any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to
intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each
case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded,



 






    10


     


    

 


		(10)	any non-cash compensation charge or expense, including, without limitation, any such charge arising from any grant of stock appreciation
or similar rights, stock options, restricted stock, restricted stock units or other rights shall be excluded,



 


		(11)	any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment,
Asset Sale, issuance, or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification
of any debt instrument (in each case, including, without limitation, any such transaction consummated prior to the Issue Date and any
such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of
any such transaction shall be excluded, and



 


		(12)	the following items shall be excluded:



 


		(a)	any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of Accounting
Standards Codification topic 815, Derivatives and Hedging; and



 


		(b)	any net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses including those
(i) related to currency remeasurements of Indebtedness and (ii) resulting from hedge agreements for currency exchange risk.



 


In addition, to the extent not already included
in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing,
Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expense
or charge that is covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale,
conveyance, transfer or other disposition of assets permitted under this Indenture.


 


Notwithstanding the foregoing, for the purpose
of Section 4.07 hereof only (other than clause (3)(D) of Section 4.07(a) hereof), there shall be excluded from Consolidated
Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries,
any repurchase or redemption of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayment of loans or advance
that constitutes a Restricted Investment by the Issuer or any of its Restricted Subsidiaries, any sale of the Equity Interests of an Unrestricted
Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case, only to the extent such amounts increase the
amount of Restricted Payments permitted under clause (3)(D) of Section 4.07(a) hereof.


 


“Consolidated Secured Debt Ratio”
means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries
that is secured by Liens on the property of the Issuer and its Restricted Subsidiaries as of the end of the most recent fiscal quarter
for which internal financial statements are available immediately preceding the date of determination, less the aggregate amount of Cash
Equivalents held by the Issuer and its Restricted Subsidiaries at such date, to (2) the Issuer’s EBITDA for the most recently
ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of determination,
in each case with such pro forma adjustments to Consolidated Total Indebtedness, Cash Equivalents, and EBITDA as are appropriate
and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.


 






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“Consolidated Total Debt Ratio”
means, as of any date of determination, the ratio of (1) Consolidated Total Indebtedness of the Issuer and its Restricted Subsidiaries
as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date of
determination, less the aggregate amount of Cash Equivalents held by the Issuer and its Restricted Subsidiaries at such date, to (2) the
Issuer’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately
preceding the date of determination, in each case with such pro forma adjustments to Consolidated Total Indebtedness, Cash Equivalents,
and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge
Coverage Ratio.


 


“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 consisting of Indebtedness for borrowed money, Obligations in respect
of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance
of doubt, any letter of credit, except to the extent of unreimbursed amounts thereunder, Hedging Obligations and all obligations relating
to Qualified Securitization Facilities), in each case, determined in accordance with GAAP (but excluding the effects of any discounting
of Indebtedness resulting from the application of purchase accounting in connection with any acquisition) and (2) the aggregate amount
of all outstanding Disqualified Stock of the Issuer and all Preferred Stock of its 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.


 


“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.



 


“Corporate Trust Office” shall
be at the address of the Trustee specified in Section 14.01 hereof or such other address as to which the Trustee may give notice
to the Holders and the Issuer.


 


“Credit Facilities” means, with
respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including, without limitation, the Senior Credit
Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving
credit loans, term loans, debt securities, letters of credit, capital market financings, receivables financings or other borrowings or
other extensions of credit, 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 that replace, refund, supplement or refinance any part
of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding, supplemental or refinancing
facility, arrangement or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided
that such increase in borrowings or issuances is permitted under Section 4.09 hereof) 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.


 


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


 


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


 


“Definitive Note” means a certificated
Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the
form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary”
means, with respect to the Global Notes, the Person specified in Section 2.03 hereof as the Depositary with respect to the
Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision
of this Indenture.


 


“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.


 






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“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 Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash
Consideration.


 


“Designated Preferred Stock”
means Preferred Stock of the Issuer or any direct or indirect parent company thereof (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 on or about
the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.


 


“Disposition” or “Dispose”
means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any Property (other than
Cash Equivalents) by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or
accounts receivable or any rights and claims associated therewith. For purposes of this section, “Disposition” or “Dispose”
shall not include (i) sharing or turnover payments or similar transfers of royalties or revenues generated by Royalty Assets pursuant
to agreements entered into in connection with an acquisition of such Royalty Assets permitted by this Indenture and (ii) any arrangement
that is structured to create a stream of cash payments arising from Royalty Assets of the Issuer or its applicable Affiliate.


 


“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 or asset sale) 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 or asset sale), 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 that,
if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such
employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer
or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided further that any Capital Stock
held by any future, present or former employee, officer, director, member of management or consultant (or the estate, heirs, family members,
spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Issuer, any of its Subsidiaries, any
of its direct or indirect parent companies or any other entity in which the Issuer or a Restricted Subsidiary has an Investment and is
designated in good faith as an “affiliate” by the board of directors of the Issuer (or the compensation committee thereof)
that is redeemable or subject to repurchase, in each case pursuant to any stock subscription or stockholders’ agreement, management
equity plan or stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock
solely because it may be required to be repurchased by the Issuer or its Subsidiaries.


 


“Dividing Person” has the meaning
assigned to it in the definition of “Division.”


 






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“Division” means the division
of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether
pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to
which the Dividing Person may or may not survive.


 


“Division Successor” means any
Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations
previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of
its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.


 


“Domestic Subsidiary” means,
with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.


 


“EBITDA”
means, for any period for the Issuer and its Restricted Subsidiaries, on a pro forma basis:


 


		(1)	total cash receipts in respect of Royalty Assets, minus



 


		(2)	total consolidated cash operating payments (before interest payments and tax payments, and provided
that to the extent otherwise included therein, cash operating payments do not include payments of purchase price in connection with acquisitions
of Royalty Assets not prohibited by the terms of the Indenture, including in the form of fixed or variable installment payments, milestone
payments, royalty or revenue sharing obligations or research and development payments), minus



 


		(3)	any distributions paid to non-controlling interests, minus



 


		(4)	to the extent not deducted pursuant to clause (b) of this definition, Employment Related Expenses,
minus



 


		(5)	cash payments in respect of refunds related to amounts described in clause (a) hereof (but not, for
the avoidance of doubt, milestone payments or similar payments by the Issuer or its applicable Affiliate); plus



 


		(6)	to the extent deducted pursuant to clause (b) or (d) of this definition, any costs or expenses
incurred pursuant to any management equity plan or stock option plan or any other management, employee or director benefit plan or agreement
or any stock subscription or shareholder agreement; plus



 


		(7)	to the extent deducted pursuant to clause (b) of this definition, any losses related to non-operational
hedging, including, without limitation, resulting from hedging transactions for interest rate or currency exchange risks associated with
the Senior Secured Credit Agreement and the Indenture; plus



 


		(8)	to the extent deducted pursuant to clause (b) of this definition, costs paid and expenses incurred
in connection with litigation settlements; plus



 






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	(9)	to the extent deducted pursuant to clause (b) of this definition, unrealized mark-to-market losses
on equity and securities investments; plus



 


	(10)	to the extent deducted pursuant to clause (b) of this definition, costs and expenses incurred pursuant
to the Reorganization Transactions; plus



 


	(11)	to the extent deducted pursuant to clause (b) of this definition, restructuring charges or reserves,
including any one-time costs incurred in connection with the Reorganization Transactions, acquisitions not prohibited by the terms of
the Indenture and other Investments and costs related to the consolidation and integration of facilities, information technologies infrastructure
and legal entities, and severance and retention bonuses;



 


provided
that (A) clauses (a) to (c) shall exclude any swap collateral payments received or made, and (B) to the extent that
any payment in clause (a)was required to be paid in a particular quarter, but was actually paid in the next succeeding quarter prior to
the Issuer delivering a compliance certificate for the prior period, such payment shall be deemed as having been received in the period
in which it was required to be paid (but not also in the period actually received) for purposes of calculating EBITDA for the relevant
periods.


 


“Employment Related Expenses”
means distributions made by the Borrower the proceeds of which are, directly or indirectly, paid to the Manager for the payment of management
fees, employee compensation and reimbursement of expenses, in each case as provided in the Management Agreement.


 


“Equity Interests” means Capital
Stock and all options, warrants, restricted stock units 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 of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified
Stock), other than:


 


		(1)	public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-4
or Form S-8;



 


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



 


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



 


“Euroclear” means Euroclear
Bank SA/NV or any successor clearing agency.


 


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


 






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“Excluded Contribution” means
net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from


 


		(1)	contributions to its common equity capital, and



 


		(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,



 


 in each case, designated as Excluded Contributions
pursuant to an Officer’s Certificate executed on or about the date such capital contributions are made or the date such Equity Interests
are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.


 


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


 


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


 


“Fixed Charge Coverage Ratio”
means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person
for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes
any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently
repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period
for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation
of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio 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, as if the same had occurred
at the beginning of the applicable four-quarter period; provided that the pro forma calculation of Fixed Charges for purposes
of Section 4.09(a) hereof (and for the purposes of other provisions of this Indenture that refer to Section 4.09(a)) shall
not give effect to any Indebtedness being incurred on such date (or on such other subsequent date which would otherwise require pro
forma effect to be given to such incurrence) pursuant to Section 4.09(b) hereof (other than Indebtedness incurred pursuant
to clauses (1)(b) and (14) thereunder).


 


For purposes of making the computation described
in the prior paragraph of this definition, Investments, acquisitions, dispositions, mergers, consolidations, and disposed operations
(as determined in accordance with GAAP) that have been made by the Issuer or any of its Restricted Subsidiaries during the four-quarter
reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation
Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations,
and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred
on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted
Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such period shall have made
any Investment, acquisition, disposition, merger, 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 period as if
such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable
four-quarter period.


 






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For purposes of this definition, whenever pro
forma effect is to be given to any Investment, acquisition, disposition, merger, consolidation, or disposed operation and the amount
of income or earnings relating thereto, 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, cost savings, operating expense reductions, and synergies resulting
from such Investment, acquisition, disposition, merger, consolidation, or disposed operation which is being given pro forma effect
that have been or are expected to be realized). 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 Fixed Charge Coverage Ratio 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 computations discussed in this definition, 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 except
as set forth in the first paragraph of this definition. 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 for any period, the sum of, without duplication:


 


		(1)	Consolidated Interest Expense 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 either (i) not organized or existing under the
laws of the United States, any state thereof or the District of Columbia or (ii) organized or existing under the laws of the United
States, any state thereof or the District of Columbia substantially all the assets of which are equity or debt and equity of Subsidiaries
that are described in clause (i) and (iii) any Subsidiary of a Subsidiary described in clause (i) or (ii).


 






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“GAAP” means generally accepted
accounting principles in the United States of America as in effect on the date of any calculation or determination required hereunder;
provided, that at any time after the Issue Date, the Issuer may elect to establish that GAAP shall mean the GAAP as in effect as
of any date on or after the Issue Date and on or prior to the date of such election; provided that any such election, once made, shall
be irrevocable. At any time after the Issue Date, the Issuer may elect to apply IFRS accounting principles in lieu of GAAP and, upon any
such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Indenture),
including as to the ability of the Issuer to make an election pursuant to the previous sentence; provided that any such election,
once made, shall be irrevocable; provided, further, that any calculation or determination in this Indenture that requires
the application of GAAP for periods that include fiscal quarters ended prior to the Issuer’s election to apply IFRS shall remain
as previously calculated or determined in accordance with GAAP; provided, further, that the Issuer may only make such election
if it also elects to report any subsequent financial reports required to be made by the Issuer, including pursuant to Section 13
or Section 15(d) of the Exchange Act, in IFRS. The Issuer shall give notice of any such election made in accordance with this
definition to the Trustee and the Holders. If there occurs a change in IFRS or GAAP, as the case may be, and such change would cause a
change in the method of calculation of any standards, terms or measures (including all computations of amounts and ratios) used in this
Indenture (an “Accounting Change”), then the Issuer may elect that such standards, terms or measures shall be calculated
as if such Accounting Change had not occurred. Notwithstanding any of the foregoing, for purposes of Section 4.03 herein, GAAP shall
mean the GAAP (or IFRS, if the election described above has been made) as in effect from time to time.


 


“Global Note Legend” means the
legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.


 


“Global Notes” means, individually
and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A
hereto, issued in accordance with Sections 2.01, 2.06(b) or 2.06(d) hereof.


 


“guarantee” means a guarantee
(other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner
(including, without limitation, 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 Person
that Guarantees the Notes in accordance with the terms of this Indenture.


 


“Hedging Obligations” means,
with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency
swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either
generally or under specific contingencies.


 


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


 






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“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
becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due and payable; or



 


		(d)	representing any Hedging Obligations, if and to the extent that any of the foregoing Indebtedness
(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 (except as otherwise provided in the definition of “Capitalized Lease Obligation”
and as set forth in Section 1.05 in respect of leases); provided that Indebtedness of any direct or indirect parent company
of the Issuer appearing upon 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,
any obligation of the type referred to in clause (1) above of a third Person (whether or not such item would appear upon the balance
sheet of such obligor or guarantor), other than by endorsement of a negotiable instrument for collection in the ordinary course of business;
and



 


		(3)	to the extent not otherwise included, any obligation of the type referred to in clause (1) above of a third Person secured by
a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;



 


provided
that, notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the
ordinary course of business, (b) any operating lease as such an instrument would be determined in accordance with GAAP on the Issue
Date or (c) obligations under or in respect of Qualified Securitization Facilities or Sale and Lease-Back Transactions (except any
resulting Capitalized Lease Obligations); provided further that Indebtedness shall be calculated without giving effect to Accounting
Standards Codification topic 815, Derivatives and Hedging and related interpretations to the extent such effects would otherwise
increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives
created by the terms of such Indebtedness.


 






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


 


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


 


“Intellectual Property” means
all intellectual property, including without limitation patents, copyrights, trademarks, know-how, trade secrets, inventions (whether
or not patentable), and any applications therefor and reissues, continuations, extensions, renewals, or similar extension of rights thereof;
goodwill associated with any of the foregoing; together with all rights to sue for past, present and future infringement, misappropriation,
or violation of intellectual property and the goodwill associated therewith.


 


“Initial Notes” is defined in
the recitals hereto.


 


“Initial Public Offering” has
the meaning set forth in the Offering Memorandum.


 


“Initial Purchaser” means any
of Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Truist Securities, Inc., BMO Capital Markets Corp., Goldman
Sachs & Co. LLC, Stifel Nicolaus & Company and Raymond James & Associates, Inc., or any of their respective
affiliates.


 


“Interest Payment Date” means
February 1 and August 1 of each year to stated maturity, beginning with February 1, 2022.


 


“Investment Grade Rating” means
a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent)
by Fitch, or an equivalent rating by any other Rating Agency or nationally recognized statistical rating agency.


 


“Investment Grade Securities”
means:


 


		(1)	securities issued or directly and fully guaranteed or insured by the United States 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 exclusively in investments of the type described in clauses (1) and (2) above, which
fund may also hold immaterial amounts of cash from time to time pending investment or distribution; and



 


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



 






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“Investments” means, with respect
to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances
or capital contributions (excluding accounts receivable, trade credit, advances and extensions of credit to customers and vendors, and
commission, travel, and similar advances to officers, employees, directors and consultants, in each case made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other
Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the
same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other
property. In no event shall a guarantee of an operating lease or other business contract of the Issuer or any Restricted Subsidiary be
deemed an Investment. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:


 


		(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 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.



 


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 by the Issuer or a Restricted Subsidiary in respect of such Investment.


 


“IPO Closing Date” has the meaning
set forth in the Offering Memorandum.


 


“Issue Date” means July 29,
2021.


 


“Issuer Order” means a written
request or order signed on behalf of the Issuer by an Officer of the Issuer and delivered to the Trustee and Authenticating Agent (if
any).


 






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


 


“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 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 be deemed to constitute a Lien.


 


“Long Derivative Instrument”
means, as to any person, a Derivative Instrument (i) the value of which to such person generally increases, and/or the payment or
delivery obligations of such person under which generally decrease, with positive changes in the financial performance and/or position
of the Issuer and/or (ii) the value of which to such person generally decreases, and/or the payment or delivery obligations of such
person under which generally increase, with negative changes in the financial performance and/or position of the Issuer.


 


“Management Agreement” means
the management agreement to be entered into by and between Healthcare Royalty, Inc. and the Manager in connection with the Reorganization
Transactions.


 


“Manager” means HCRX Management,
LLC.


 


“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 of its direct
or indirect parent companies on the date of the declaration of a Restricted Payment permitted pursuant to Section 4.07(b)(9) 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.


 


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


 


“Net Cash Proceeds” means the
aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash
received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs
relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment
banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result
thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required (other
than required by clause (1) of Section 4.10(b) hereof) to be applied to the repayment of principal, premium, if any, and
interest on Indebtedness secured by a Lien on such assets as a result of such transaction and 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 its 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.


 






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


 


“Net Short” means, with respect
to a noteholder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds
the sum of (x) the value of its notes plus (y) the value of its Long Derivative Instruments 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 Derivatives Definitions) to have occurred with respect to the Issuer or any Guarantor immediately prior to such
date of determination.


 


“Non-Core Royalty Assets” means
(i) assets of the type described in clause (i) of the definition of “Royalty Assets” solely to the extent related
to medical or health care (excluding pharmaceutical or biopharmaceutical) products, processes, devices, or enabling or delivery technologies
that are protected by patents, governmental or other regulations or otherwise by contract, (ii) the securities of entities that primarily
hold, directly or indirectly, interests of the type described in the preceding clause (i) including, without limitation, securities
convertible into the foregoing, and any securities investments or contracts that may provide a hedge for such investments and (iii) common
equity or equivalent interests of entities that hold, directly or indirectly, Royalty Assets solely to the extent that the Issuer and/or
its applicable Affiliates do not hold a controlling interest in the issuer of such common equity or equivalent interests after giving
effect to the acquisition of such common equity or equivalent interests by the Issuer or its applicable Affiliate (such common equity
interests, “Minority Common Equity Interests”); provided that, Minority Common Equity Interests shall not include, to the
extent otherwise covered by clause (iii) above, (x) investments in Royalty Assets in the form of preferred stock, joint venture
interests, partnership interests, limited liability company interests or similar interests that are structured to result in one or more
cash payments to the Issuer or its applicable Affiliate based upon sales of or revenues generated by products, the occurrence of certain
events or the achievement of certain milestones and (y) the preferred stock held in Suneva Medical, Inc. identified and listed
in the unaudited combined statement of assets, liabilities and partners’ capital of Healthcare Royalty Inc. (or its predecessors)
for the fiscal quarter ended March 31, 2021, and related consolidated statements of operations, changes in partners’ equity
and cash flows.


 


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


 


“Notes” means the Initial Notes
and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes”
shall also include any Additional Notes that may be issued under a supplemental indenture. The Notes shall be treated as a single class
for all purposes under this Indenture.


 






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“Obligations” means any principal,
interest (including any interest accruing 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,
federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters
of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties,
fees, indemnifications, reimbursements, damages, and other liabilities, payable under the documentation governing any Indebtedness.


 


“Offering Memorandum” means
the confidential offering memorandum, dated July 15, 2021, relating to the sale of the Initial Notes.


 


“Officer” means the Chief Executive
Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer
or the Secretary of the Issuer, or any other officer of the Issuer designated by any of the foregoing individuals.


 


“Officer’s Certificate”
means a certificate signed on behalf of the Issuer by an Officer of the Issuer that meets the requirements set forth in this Indenture.


 


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


 


“Permitted Asset Swap” means
the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and
Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any Cash Equivalents
received must be applied in accordance with Section 4.10 hereof.


 


“Permitted Investments” means:


 


		(1)	any Investment in the Issuer or any Guarantor;



 


		(2)	any Investment in 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 or product line) if as a result of such
Investment:



 


		(a)	such Person becomes a Restricted Subsidiary, including by means of a Division; or



 


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



 






    25


     


    

 


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


 


		(4)	any Investment in securities or other assets not constituting Cash Equivalents or Investment Grade Securities and received in connection
with an Asset Sale made pursuant to the provisions described under Section 4.10 hereof 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 modification, replacement, renewal, reinvestment or extension of any such Investment or binding commitment existing on the Issue
Date; provided that the amount of any such Investment may be increased in such modification, replacement, renewal, reinvestment,
or extension only (a) as required by the terms of such Investment or binding commitment as in existence on the Issue Date 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 held by the Issuer or any such 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
(including any trade creditor or customer);



 


		(b)	as a result of the settlement, compromise or resolution of litigation, arbitration, or other disputes with Persons who are not Affiliates;



 


		(c)	in settlement of delinquent obligations of, or other disputes with, customers, trade debtors, licensors, licensees and suppliers arising
in the ordinary course of business; or



 


		(d)	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;



 


		(7)	(x) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof and (y) Investments deemed
to arise in connection with ordinary course transfers pursuant to Bank Products and other cash pooling agreements, intercompany payables
and receivables arising in the ordinary course of business and tax matters or sharing agreements (including pursuant to any employee matters
or other similar agreement) existing on the Issue Date or entered into in the ordinary course of business;



 






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		(8)	[Reserved];



 


		(9)	Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer or any of its direct
or indirect parent companies; provided that such Equity Interests will not increase the amount available for Restricted Payments
under clause (3) of Section 4.07(a) hereof;



 


		(10)	guarantees of Indebtedness not prohibited by Section 4.09 hereof; performance guarantees in the ordinary course of business and
the creation of Liens on the assets of the Issuer or any of its Restricted Subsidiaries in compliance with Section 4.12 hereof;



 


		(11)	any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof
(except transactions described in clauses (1), (2), (4), (6) and (12) of Section 4.11(b) hereof);



 


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



 


		(13)	Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) 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 $182.35 million and 35% of EBITDA 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 (13) is made in any Person that is not a Restricted Subsidiary
of the Issuer 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 in or relating to a Securitization Subsidiary that, in the good-faith determination of the Issuer are necessary or advisable
to effect any Qualified Securitization Facility or any repurchase obligation in connection therewith;



 


		(15)	advances to, or guarantees of Indebtedness of, officers, directors, employees or members of management not in excess of $10.0 million
outstanding at any time, in the aggregate;



 


		(16)	loans and advances to officers, directors, employees, members of management, and consultants for business-related travel expenses,
moving expenses, and other similar expenses or payroll advances, in each case incurred in the ordinary course of business or consistent
with past practices or to fund such Person’s purchase of Equity Interests of the Issuer or any direct or indirect parent company
thereof;



 






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		(17)	advances, loans or extensions of trade credit in the ordinary course of business or consistent with past practice by the Issuer or
any of its Restricted Subsidiaries;



 


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



 


		(19)	Investments in the Notes and Guarantees;



 


		(20)	[Reserved];



 


		(21)	additional Investments if, at the time of the making of any such Investment and after giving pro forma effect thereto (including,
without limitation, to the incurrence of any Indebtedness to finance such Investment), the Consolidated Total Debt Ratio would not exceed
3.50 to 1.00;



 


		(22)	any Investments by any Restricted Subsidiary of the Issuer that is not a Guarantor in any other Restricted Subsidiary of the Issuer
that is not a Guarantor;



 


		(23)	additional Investments in any Restricted Subsidiary of the Issuer that is not a Guarantor or in any joint ventures of the Issuer not
exceed an aggregate amount, when taken together with all other Investments made pursuant to this clause (23) that are at the time outstanding,
equal to the greater of $260.5 million and 50% of EBITDA;



 


		(24)	Investments in Restricted Subsidiaries of the Issuer, the proceeds of which are used to satisfy (A) royalty or revenue sharing
payments (but only to the extent of distributions or other amounts received by or on behalf of the Issuer in respect of such Investments)
or (B) milestone payments; and



 


		(25)	Investments by the Issuer and its Restricted Subsidiaries in Royalty Assets in the ordinary course of business; provided that aggregate
consideration for such Investments made by Restricted Subsidiaries that are not Guarantors pursuant to this clause (25) shall not exceed
the amount specified in clause (23); provided that the Issuer and its Restricted Subsidiaries shall not make any Investment in any Non-Core
Royalty Assets if, at the time of such Investment and immediately after giving effect thereto, the aggregate amount of Investments in
Non-Core Royalty Assets exceeds the greater of (x) $260.5 million and (y) 50% of EBITDA, minus the aggregate amount of Investments
then-outstanding in non-Guarantor Restricted Subsidiaries made in compliance with the terms of this Indenture.



 


For purposes of determining compliance with this
definition, in the event that a proposed Investment (or a portion thereof) meets the criteria of clauses (1) through (25) above,
the Issuer shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such
reclassification) such Investment (or a portion thereof) between such clauses (1) through (25) in any manner that otherwise complies
with this definition.


 






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


 


		(1)	pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance, employers’ health tax, and
other social security laws or similar legislation, or other insurance-related obligations or indemnification obligations to (including
obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or
liability insurance, or good-faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or
leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or government
bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or
for the payment of rent, in each case, incurred in the ordinary course of business;



 


		(2)	Liens imposed by law, such as landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s,
construction contractors or other like Liens, in each case for sums not yet overdue for a period of more than 30 days or if more than
30 days overdue, are unfiled and no other action has been taken to enforce such Lien or are being contested in good faith by appropriate
proceedings 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 proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in
accordance with GAAP;



 


		(3)	Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject
to penalties for nonpayment or which are being contested in good faith by appropriate actions diligently conducted, if adequate reserves
with respect thereto are maintained on the books of such Person in accordance with GAAP;



 


		(4)	Liens in favor of Issuer of performance, surety, bid, indemnity, warranty, release, appeal, or similar bonds or with respect to other
regulatory requirements or letters of credit issued, and completion guarantees provided for, pursuant to the request of and for the account
of such Person in the ordinary course of its business;



 


		(5)	minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, cable television, telegraph, and telephone lines and other similar purposes, or zoning 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 which
do not in the aggregate materially interfere with the ordinary conduct of the business of such Person;



 






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		(6)	Liens securing Indebtedness permitted to be incurred pursuant to clause (4) or (12)(b) of Section 4.09(b) hereof;
provided that any such Liens securing Indebtedness permitted to be incurred pursuant to such clause (4) extend only to the
assets, the acquisition, construction, repair, replacement, or improvement of which is financed thereby, and any replacements thereof,
additions and accessions thereto and any income or profits thereof;



 


		(7)	Liens existing on the Issue Date (other than the liens securing the Senior Credit Facilities);



 


		(8)	Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided that
such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided
further that such Liens may not extend to any other property or other assets owned by the Issuer or any of its Restricted Subsidiaries
(other than the proceeds or products of such property or shares of stock or improvements thereon or replacements thereof);



 


		(9)	Liens on property or other assets at the time the Issuer or a Restricted Subsidiary acquired the property or such other assets, including
any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided that
such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger, or consolidation; provided
further that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries (other than
the proceeds or products of such property or assets or improvements thereon or replacements thereof);



 


		(10)	Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted
to be incurred in accordance with Section 4.09 hereof;



 


		(11)	Liens securing (i) Hedging Obligations and (ii) obligations in respect of Bank Products, in each case, permitted to be incurred
in accordance with Section 4.09 hereof;



 


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



 


		(13)	leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not interfere in any material
respect with the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness;



 


		(14)	Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases entered
into by the Issuer and its Restricted Subsidiaries in the ordinary course of business or purported Liens evidenced by the filing of precautionary
Uniform Commercial Code financing statements or similar public filings;



 






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



 


		(16)	Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to clients of the
Issuer or any of its Restricted Subsidiaries;



 


		(17)	Liens on accounts receivable, Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility;



 


		(18)	Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings,
extensions, renewals, or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses
(6), (7), (8), (9), (10), (11), (39) and this clause (18); provided that (a) such new Lien shall be limited to all or part
of the same property that secured the original Lien (plus improvements on, and replacements of, such property and the products and proceeds
thereof) and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the
outstanding principal amount or, if greater, committed amount of the Indebtedness described under such clauses (6), (7), (8), (9), (10),
(11) and (39) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any
fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;



 


		(19)	deposits made or other security in the ordinary course of business to secure liability to insurance carriers;



 


		(20)	other Liens securing obligations which do not exceed the greater of $260.5 million and 50% of EBITDA at the time of any incurrence
of such obligations;



 


		(21)	Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) of Section 6.01
hereof;



 


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



 


		(23)	Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or equivalent statutes) on items
in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary
course of business, and (iii) in favor of banking institutions arising as a matter of law or under general terms and conditions encumbering
deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;



 


		(24)	Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof;



 






    31


     


    

 


		(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 set-off (i) relating to the establishment of depository relations with banks not given in
connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted
Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and
its Restricted Subsidiaries or (iii) 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;



 


		(27)	Liens securing obligations owed by the Issuer or any Restricted Subsidiary to any lender under the Senior Credit Facilities or any
Affiliate of such a lender in respect of any Bank Products;



 


		(28)	[Reserved];



 


		(29)	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;



 


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



 


		(31)	(i) Liens on cash advances 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, and (ii) customary restrictions or dispositions of assets to be disposed
of pursuant to merger agreements, stock or asset purchase agreements and similar agreements;



 


		(32)	any interest or title of a lessor, sub-lessor, licensor or sub-licensor secured by a lessor’s, sub-lessor’s, licensor’s
or sub-licensor’s interest under leases or licenses entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary
course of business;



 


		(33)	Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered
into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;



 


		(34)	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;



 


		(35)	ground leases in respect of real property on which facilities owned or leased by the Issuer or any of its Subsidiaries are located;



 






    32


     


    

 


		(36)	Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;



 


		(37)	any zoning or similar law or right reserved to or vested in any governmental authority to control or regulate the use of any real
property;



 


		(38)	[Reserved];



 


		(39)	Liens securing Indebtedness incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted
to be incurred pursuant to Section 4.09(b)(1);



 


		(40)	Liens securing margin stock, if and to the extent the value of all margin stock of the Issuer and its Restricted Subsidiaries exceeds
25% of the value of the Total Assets; and



 


		(41)	Liens securing obligations under the Notes and any Guarantees thereof.



 


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


 


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


 


“Private Placement Legend” means
the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise
permitted by the provisions of this Indenture.


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


 


“Qualified Proceeds” means the
fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.


 


“Qualified Securitization Facility”
means any Securitization Facility that meets the following conditions: (a) the board of directors of the Issuer shall have determined
in good faith that such Securitization Facility (including financing terms, covenants, termination events, and other provisions) is in
the aggregate economically fair and reasonable to the Issuer and the applicable Securitization Subsidiary, if any and (b) all sales
and/or contributions of Securitization Assets and related assets to the applicable Securitization Subsidiary, if any, are made at fair
market value.


 


“Rating Agencies” means Moody’s,
Fitch and S&P or if Moody’s, Fitch or S&P shall not make 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 Moody’s, Fitch
or S&P or one or more thereof, as the case may be.


 






    33


     


    

 


“Record Date” for the interest
payable on any applicable Interest Payment Date means the January 15 and July 15 (whether or not a Business Day) immediately
preceding such Interest Payment Date.


 


“Regulation S” means Regulation
S promulgated under the Securities Act.


 


“Regulation S Global Note” means
a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.


 


“Regulation S Permanent Global Note”
means a permanent Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination
equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.


 


“Regulation S Temporary Global Note”
means a temporary Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend, the Private Placement
Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of, and registered in the name of, the Depositary
or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.


 


“Regulation S Temporary Global Note Legend”
means the legend set forth in Section 2.06(g)(iii) hereof.


 


“Related Business Assets” means
assets (other than 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.


 


“Reorganization Transactions”
has the meaning set forth in the Offering Memorandum.


 


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


 


“Restricted Definitive Note”
means a Definitive Note bearing, or that is required to bear, the Private Placement Legend.


 


“Restricted Global Note” means
a Global Note bearing, or that is required to bear, the Private Placement Legend.


 


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


 






    34


     


    

 


“Restricted Period” means, in
respect of any Note issued under Regulation S, the 40-day distribution compliance period as defined in Regulation S applicable to such
Note.


 


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


 


“Royalty Assets” means (i) intellectual
property (including patents) or debt instruments related to, or contractual rights to income or royalties (the structure of which may
be in the form of, without limitation, royalty acquisitions, synthetic royalties, royalty notes, convertible debt and structured debt)
derived from the sales of, or revenues generated, or to be generated, by, pharmaceutical, medical, health care and/or biopharmaceutical
products, processes, devices, or enabling or delivery technologies that are protected by patents, governmental or other regulations or
otherwise by contract, and/or (ii) the securities of entities that hold, directly or indirectly, such interests including, without
limitation, securities convertible into the foregoing, and any securities investments or contracts that may provide a hedge for such investments.


 


“Rule 144” means Rule 144
promulgated under the Securities Act.


 


“Rule 144A” means Rule 144A
promulgated under the Securities Act.


 


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


 


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


 


“S&P” means Standard &
Poor’s, a division of S&P Global Inc., and any successor to its rating agency business.


 


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


 


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


 


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


 






    35


     


    

 


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


 


“Securitization Assets” means
the accounts receivable, royalty, or other revenue streams, and other rights to payment and any other assets related thereto subject to
a Qualified Securitization Facility and the proceeds thereof.


 


“Securitization Facility” means
any of one or more receivables purchase facilities, factoring arrangements or securitization financing facilities as amended, supplemented,
modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations,
warranties, covenants, indemnities and other customary limited recourse made in connection with such facilities) to the Issuer or any
of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries
sells or grants a security interest in its accounts receivable or Securitization Assets or assets related thereto to either (a) a
Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells its accounts receivable to a Person
that is not a Restricted Subsidiary.


 


“Securitization Fees” means
distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection
with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility.


 


“Securitization Subsidiary”
means any Subsidiary formed for the purpose of, and that solely engages in, one or more Qualified Securitization Facilities and other
activities reasonably related thereto.


 


“Senior Credit Agreement” means
that certain Senior Secured Credit Agreement, to be dated on or about the Issue Date, among the Issuer, as borrower, , the guarantors
party thereto, and CitiBank, N.A., as administrative agent and collateral agent, as amended, supplemented, restated, replaced, renewed,
extended or otherwise modified from time to time.


 


“Senior Credit Facilities” means
the credit facilities provided from time to time pursuant to the Senior Credit Agreement.


 


“Short Derivative Instrument”
means, as to any person, a Derivative Instrument (i) the value of which to such person generally decreases, and/or the payment or
delivery obligations of such person under which generally increase, with positive changes in the financial performance and/or position
of the Issuer and/or (ii) the value of which to such person generally increases, and/or the payment or delivery obligations of such
person under which generally decrease, with negative changes in the financial performance and/or position of the Issuer.


 


“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 under the Securities Act, as such regulation is in effect on the Issue Date.


 






    36


     


    

 


“Similar Business” means (1) any
business conducted or proposed to be conducted by the Issuer or any of its Restricted Subsidiaries on the Issue Date and any reasonable
extension thereof or (2) any business or other activities that are reasonably similar, related, complementary, incidental or ancillary
to, or a reasonable extension, development or expansion of, the businesses in which the Issuer and its Restricted Subsidiaries are engaged
or propose to be engaged on the Issue Date.


 


“Subordinated Indebtedness”
means:


 


		(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.



 


“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 50.0% 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



 


(x)            more
than 50.0% 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 interest or otherwise, and


 


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


 


“Subsidiary Guarantor” means
each Restricted Subsidiary of the Issuer that Guarantees the Notes.


 


“Total Assets” means the total
assets of the Issuer and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as shown on the most
recent internal consolidated balance sheet of the Issuer with such pro forma adjustments thereto as are consistent with the pro forma
adjustment provisions of the definition of “Fixed Charge Coverage Ratio”.


 


“Transactions” means the Reorganization
Transactions and the Initial Public Offering as described in the Offering Memorandum.


 






    37


     


    

 


“Transaction Expenses” means
any fees or expenses incurred, paid by or allocated to the Issuer or any of its Restricted Subsidiaries in connection with the Transactions.


 


“Treasury
Rate” means, as of any Redemption Date with respect to the Notes, the yield to maturity as of the earlier of (1) such Redemption
Date or (2) the date on which the Notes are defeased or satisfied and discharged, of the most recently issued United States Treasury
securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that
has become publicly available at least two Business Days prior to such date (or, if such Statistical Release is no longer published, any
publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 1, 2024; provided,
however, that if the period from the Redemption Date to August 1, 2024 is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one year will be used; provided, further that
if the Treasury Rate determined in accordance with the foregoing shall be less than zero, the Treasury Rate shall be deemed to be zero
for all purposes of this Indenture. Any such Treasury Rate shall be obtained by the Issuer.


 


“Trust Indenture Act” or “TIA”
means the Trust Indenture Act of 1939, as in force at the date as of which this Indenture was executed (15 U.S.C. §§ 77aaa-77bbbb).


 


“Uniform Commercial Code” means
the New York Uniform Commercial Code as in effect from time to time.


 


“Unrestricted Definitive Note”
means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.


 


“Unrestricted Global Note” means
a permanent Global Note, substantially in the form of Exhibit A attached hereto, that bears the Global Note Legend and that
has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf
of, and registered in the name of, the Depositary, representing Notes that do not bear the Private Placement Legend.


 


“Unrestricted Subsidiary” means:


 


		(1)	any Subsidiary of the Issuer which 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 and 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 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;



 






    38


     


    

 


		(2)	such designation complies with Section 4.07 hereof;



 


		(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; and



 


		(4)	(i) no Subsidiary may be designated as an Unrestricted Subsidiary if such designated Unrestricted Subsidiary will own any Royalty
Assets and (ii) neither the Issuer nor any of its Restricted Subsidiaries shall be permitted to transfer any Royalty Assets to an
Unrestricted Subsidiary..



 


The Issuer may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary (subject to clauses (1)-(4) above); 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 the Fixed Charge Coverage Test described in Section 4.09(a) hereof;
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, in each case 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 delivering to the Trustee an Officer’s Certificate certifying that such designation complied
with the foregoing provisions.


 


“U.S. Government Obligations”
means securities which are direct obligations of, or guaranteed by, The United States of America for the payment of which its full faith
and credit is pledged and which are not callable or redeemable at the option of the issuer thereof, and shall also include a depository
receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest
on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a 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 U.S. Government Obligation evidenced by such depository
receipt.


 


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


 






    39


     


    

 


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


 


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


 


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



 


		(2)	the sum of all such payments.



 


“Wholly Owned Subsidiary” of
any Person means a Subsidiary of such Person, 100.0% of the outstanding Equity Interests of which (other than directors’ qualifying
shares and shares issued to foreign nationals as required by applicable law) shall at the time be owned by such Person and/or by one or
more Wholly Owned Subsidiaries of such Person.


 


Section 1.02         Other
Definitions.


 


	Term	 	Defined
    in Section
	“Acceptable Commitment”	 	4.10
	“Affiliate Transaction”	 	4.11
	“Agent Members”	 	2.01
	“Alternate Offer”	 	4.14
	“Applicable AML Law”	 	14.15
	“Applicable Premium Deficit”	 	8.04
	“ASC 842”	 	1.05
	“Asset Sale Offer”	 	4.10
	“Authenticating Agent”	 	2.02
	“Authentication Order”	 	2.02
	“Change of Control Offer”	 	4.14
	“Change of Control Payment”	 	4.14
	“Change of Control Payment Date”	 	4.14
	“Covenant Defeasance”	 	8.03
	“Covenant Suspension Event”	 	4.16
	“Declined Proceeds”	 	4.10
	“Deemed Date”	 	4.09
	“DTC”	 	2.03
	“Effective Date”	 	3.11
	“Escrow Account”	 	13.01
	“Escrow Agent”	 	13.01
	“Escrow Agreement”	 	13.01
	“Escrowed Property”	 	13.01
	“Escrow Release Conditions”	 	13.02
	“Escrow Release Date”	 	13.02






 






    40


     


    

 


	Term	 	Defined in Section
	“Event of Default”	 	6.01
	“Excess Proceeds”	 	4.10
	“Fixed Charge Coverage Test”	 	4.09
	“Foreign Disposition”	 	4.10
	“Increased Amount”	 	4.12
	“incur”	 	4.09
	“incurrence”	 	4.09
	“Internal Revenue Code”	 	1.01
	“Issuer”	 	Recitals
	“Legal Defeasance”	 	8.02
	“maximum fixed repurchase price”	 	1.03
	“Note Register”	 	2.03
	“Offer Amount”	 	3.09
	“Offer Period”	 	3.09
	“Outside Date”	 	3.11
	“Paying Agent”	 	2.03
	“Purchase Date”	 	3.09
	“Redemption Date”	 	3.07
	“Refinancing Indebtedness”	 	4.09
	“Refunding Capital Stock”	 	4.07
	“Registrar”	 	2.03
	“Restricted Payments”	 	4.07
	“Reversion Date”	 	4.16
	“Second Commitment”	 	4.10
	“Special Mandatory Redemption”	 	3.11
	“Special Mandatory Redemption Date”	 	3.11
	“Special Mandatory Redemption Trigger Event”	 	3.11
	“Successor Company”	 	5.01
	“Successor Person”	 	5.01
	“Suspended Covenants”	 	4.16
	“Suspension Date”	 	4.16
	“Suspension Period”	 	4.16
	“Taxes”	 	2.14
	“Transaction Agreement Date”	 	1.05
	“Transfer Agent”	 	2.03
	“Treasury Capital Stock”	 	4.07
	“Trustee”	 	Recitals


 


Section 1.03         Rules of
Construction. Unless the context otherwise requires:


 


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


 


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


 


(c)            “or”
is not exclusive;


 






    41


     


    

 


(d)            “including”
means including without limitation;


 


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


 


(f)             “shall”
and “will” shall be interpreted to express a command;


 


(g)            provisions
apply to successive events and transactions;


 


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


 


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


 


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


 


(k)            the
principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be
shown on a balance sheet of the Issuer dated such date prepared in accordance with GAAP;


 


(l)             words
used herein implying any gender shall apply to any gender;


 


(m)            in
the computation of periods of time from a specified date to a later specified date, the word “from” means “from and
including”; the words “to” and “until” each mean “to but excluding” and the word “through”
means “to and including”;


 


(n)            (i) the
principal amount of any Preferred Stock at any time shall be (A) the maximum liquidation value of such Preferred Stock at such time
or (B) the maximum mandatory redemption price; and (ii) 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 reasonably and in good faith by the Issuer;


 


(o)            the
phrase “in writing” as used herein shall be deemed to include PDFs, e-mails and other electronic means of transmission, unless
otherwise indicated; and


 


(p)            this
Indenture is not subject to any provision of and will not be qualified under the TIA.


 






    42


     


    

 


Section 1.04         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 an agent duly appointed in writing. 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. Proof of execution of any such
instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this
Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee and the Issuer, if made in the manner provided
in this Section 1.04.


 


(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 the certificate of any 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 or on behalf of any legal entity
other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same.
The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved
in any other manner that the Trustee deems sufficient.


 


(c)            The
ownership of Notes shall be proved by the Note Register.


 


(d)            Any
request, demand, authorization, direction, notice, consent, waiver or other action by 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 any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.


 


(e)            The
Issuer may set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization,
direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted
to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made
by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later
of 10 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior
to such solicitation.


 


(f)             Without
limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all
or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different
parts of such principal amount pursuant to this Section 1.04(f) shall have the same effect as if given or taken by separate
Holders of each such different part.


 






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(g)            Without
limiting the generality of the foregoing, a Holder, including the Depositary, may make, give or take, by a proxy or proxies duly appointed
in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made,
given or taken by Holders, and the Depositary may provide its proxy to the beneficial owners of interests in any such Global Note through
such depositary’s standing instructions and customary practices.


 


(h)            The
Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held
by the Depositary entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing,
any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or
taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such
Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action,
whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent,
waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.


 


Section 1.05         Measuring
Compliance.


 


(a)            With
respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer may not terminate
its obligations (or may not do so without incurring significant expense) due to a lack of financing for such Investment or acquisition
(whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise), as applicable, and
(y) repayment, repurchase, or refinancing of Indebtedness with respect to which an irrevocable notice of repayment (or similar irrevocable
notice), which may be conditional, has been delivered, in each case, for purposes of determining:


 


(i)            whether
any Indebtedness (including Acquired Indebtedness) that is being incurred in connection with such Investment, acquisition or repayment,
repurchase or refinancing of Indebtedness is permitted to be incurred in compliance with Section 4.09 hereof;


 


(ii)           whether
any Lien being incurred in connection with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness or to
secure any such Indebtedness is permitted to be incurred in accordance with Section 4.12 hereof or the definition of “Permitted
Liens”;


 


(iii)          whether
any other transaction undertaken or proposed to be undertaken in connection with such Investment, acquisition or repayment, repurchase
or refinancing of Indebtedness complies with the covenants or agreements contained in this Indenture or the Notes; and


 






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(iv)          any
calculation of the ratios, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated
Net Income, EBITDA or Total Assets and, whether a Default or Event of Default exists in connection with the foregoing, 


 


at
the option of the Issuer, the date the definitive agreement for such Investment, acquisition or repayment, repurchase or refinancing
of Indebtedness is entered into or irrevocable notice, which may be conditional, of such repayment, repurchase, or refinancing of Indebtedness
is given to the holders of such Indebtedness (each, a “Transaction Agreement Date”) may be used as the applicable
date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with
the pro forma adjustment provisions set forth in the definition of “EBITDA”.


 


(b)            For
the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance
with the foregoing, (1) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated
Secured Debt Ratio, Consolidated Net Income, EBITDA, or Total Assets of the Issuer from the Transaction Agreement Date to the date of
consummation of such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness, will not be taken into account
for purposes of determining whether (x) any Indebtedness or Lien that is being incurred in connection with such Investment, acquisition
or repayment, repurchase, or refinancing of Indebtedness is permitted to be incurred or (y) any other transaction undertaken in connection
with such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness complies with the covenants or agreements contained
in this Indenture or the Notes, and (2) until such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness
is consummated or such definitive agreement is terminated, such Investment, acquisition or repayment, repurchase, or refinancing of Indebtedness
and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given
pro forma effect when determining compliance of other transactions (including the incurrence of Indebtedness and Liens unrelated
to such Investment, acquisition or repayment, repurchase or refinancing of Indebtedness) that are consummated after the Transaction Agreement
Date and on or prior to the date of such consummation or termination.


 


(c)            The
compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the Transaction Agreement
Date and not as of any later date as would otherwise be required under this Indenture.


 


(d)            For
purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent
increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal
actually received in cash by such Person with respect thereto.


 


(e)            Notwithstanding
anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof)
is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge
Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated solely for purposes
of Sections 4.09 and 4.12 hereof, with respect to such incurrence, issuance or other transaction without giving effect to amounts
being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio
or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred
or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the
extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio
test.


 






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(f)            Notwithstanding
anything to the contrary herein, unless the Issuer elects otherwise, all obligations of any Person that are or would have been treated
as operating leases for purposes of GAAP prior to adoption by the Issuer of Accounting Standards Codification topic 482, Leases (“ASC
842”) shall continue to be accounted for as operating leases (and not be treated as financing or capital lease obligations
or Indebtedness) for purposes of all financial definitions, calculations and deliverables herein (including the calculation of Consolidated
Net Income and EBITDA) (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such
obligations are required in accordance with the ASC 842 or any other change in accounting treatment or otherwise (on a prospective or
retroactive basis or otherwise) to be treated as or to be re-characterized as financing or capital lease obligations or otherwise accounted
for as liabilities in financial statements. 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.


 


Article II

THE NOTES


 


Section 2.01     Form and
Dating; Terms.


 


(a)            General.
The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The
Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date
of its authentication. The Notes shall be issued in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.


 


(b)            Global
Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note
Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive
form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of
Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide
that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal
amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Registrar or the Custodian, at the direction of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.06 hereof.


 






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The registered Holder of a Note will be treated
as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members
of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note
through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary.
The Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute
owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee,
the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such
Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.


 


(c)            Temporary
Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary and registered
in the name of the Depositary or the nominee of the Depositary for the accounts of the designated agents holding on behalf of Euroclear
and Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authenticating Agent as hereinafter provided.


 


Following the termination of the Restricted Period,
beneficial interests in the Regulation S Temporary Global Note may be exchanged for beneficial interests in the Regulation S Permanent
Global Note upon certification in a form reasonably acceptable to the Issuer that those interests are owned by (i) non-U.S. Persons
or (ii) U.S. Persons who acquired those interests pursuant to another exemption from, or in transactions not subject to, the registration
requirements of the Securities Act. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent
Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or
its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.


 


(d)            Terms.
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 from time to time party hereto, 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 aggregate principal amount of Notes that may
be authenticated and delivered under this Indenture is unlimited. Subject to compliance with Section 4.09 hereof, the Issuer may
issue Additional Notes from time to time ranking pari passu with the Initial Notes without notice to or consent of the Holders,
and such Additional Notes shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as
to status, redemption or otherwise as the Initial Notes, except that interest may accrue on the Additional Notes from their date of issuance
(or such other date specified by the Issuer); provided that, if any Additional Notes are not fungible with the Initial Notes for
U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP. Any Additional Notes may be issued with the benefit
of an indenture supplemental to this Indenture.


 






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(e)            DTC,
Euroclear and Clearstream Applicable Procedures. Notwithstanding anything in Section 2.06, the Applicable Procedures of DTC
shall be applicable to and shall control transfers of beneficial interests in the Global Notes for so long as DTC is the Depositary.
The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear”
and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be
applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Agent Members through Euroclear or
Clearstream.


 


Section 2.02     Execution
and Authentication. At least one Officer of the Issuer shall execute the Notes on behalf of the Issuer by manual, facsimile or electronic
(including “PDF”) signature (except as otherwise required by the Applicable Procedures).


 


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


 


A Note shall not be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached
hereto, as the case may be, by the manual signature of an authorized signatory of the Trustee or its Authenticating Agent. The signature
shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.


 


On the Issue Date, the Trustee or its Authenticating
Agent shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes.
In addition, at any time, from time to time, the Trustee or its Authenticating Agent shall, upon receipt of an Authentication Order,
authenticate and deliver any Additional Notes.


 


The Trustee may appoint one or more authenticating
agents (each an “Authenticating Agent”) acceptable to the Issuer to authenticate Notes. An authenticating agent may
authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication
by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.


 


Section 2.03     Registrar,
Transfer Agent and Paying Agent. The Issuer shall maintain (i) an office or agency where Notes may be presented for registration
of transfer or for exchange (the “Registrar”), (ii) an office or agency where Notes may be transferred or exchanged
(the “Transfer Agent”), and (iii) an office or agency where the Notes may be presented for payment (the “Paying
Agent”). The Registrar and Transfer Agent shall keep a register of the Notes (the “Note Register”) and of
their transfer and exchange and will facilitate transfers of the Notes on behalf of the Issuer. The Issuer may appoint one or more co-registrars,
one or more additional paying agents and one or more transfer agents. The term “Registrar” includes any co-registrar,
the term “Transfer Agent” includes any additional transfer agent and the term “Paying Agent” includes
any additional paying agent. For avoidance of doubt, there shall be only one Note Register.


 






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The Issuer initially appoints The Depository Trust
Company (“DTC”) to act as Depositary with respect to the Global Notes.


 


The Issuer initially appoint Wilmington Trust,
National Association, as Registrar, Transfer Agent and Paying Agent with respect to the Notes. The rights, powers, duties, obligations
and actions of each Agent under this Indenture are several and not joint or joint and several, and the Agents shall only be obliged to
perform those duties expressly set out in this Indenture and shall have no implied duties.


 


The Issuer may change the Registrar, Transfer
Agent or Paying Agent without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any
Registrar, Transfer Agent or Paying Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as
Registrar, Transfer Agent or Paying Agent, the Trustee shall, to the extent that it is capable, act as such. An Issuer or any of its
Subsidiaries may act as Registrar, Transfer Agent or Paying Agent.


 


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


 


Section 2.04     Paying
Agent to Hold Money in Trust. Prior to 11:00 a.m. (New York time) on each due date of the principal of and interest on any Note,
the Issuer shall deposit with the Paying Agent (or if the Issuer or a Subsidiary is acting as Paying Agent, segregate and hold for the
benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. If the Issuer or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by
it as Paying Agent. The Issuer shall require each Paying Agent that is not a party to this Indenture to agree in writing that such Paying
Agent shall hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium,
if any, or interest on the Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require
a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee under this Section 2.04, the Paying
Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. Upon any bankruptcy or reorganization
proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes. For the avoidance of doubt, a Paying Agent
and the Trustee shall be held harmless and have no liability with respect to payments or disbursements (including to the Holders) until
they have confirmed receipt of funds sufficient to make the relevant payment. No money held by an Agent needs to be segregated except
as is required by law.


 


Section 2.05     Holder
Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders. If the Paying Agent is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish,
to the Paying Agent and the Trustee at least ten days before each Interest Payment Date and at such other times as the Paying Agent and
the Trustee may request in writing, a list in such form and as of such date as the Paying Agent and the Trustee may reasonably require
of the names and addresses of the Holders.


 






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Every Holder, by receiving and holding Notes,
agrees with the Issuer and the Trustee that none of the Issuer or the Trustee or any agent of either of them shall be held accountable
by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA Section 312,
regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under TIA Section 312(b).


 


Section 2.06     Transfer
and Exchange.


 


(a)            Transfer
and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole
and not in part, only to the Depositary or a nominee of the Depositary or to a successor thereto or a nominee of such successor thereto.
A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (A) the Depositary notifies the Issuer
that it is unwilling or unable to continue to act as depositary for such Global Note and a successor depositary is not appointed within
120 days, (B) the Depositary notifies the Issuer that it is unwilling or unable to continue to act as a clearing and settlement
agency and a successor clearing agency is not appointed by the Issuer within 120 days, (C) if the Depositary so requests following
an Event of Default, or (D) the Issuer, in its sole discretion, determines that all Global Notes should be exchanged for Definitive
Notes. Upon the occurrence of any of the events described in clauses (A) through (D) above, Definitive Notes delivered in exchange
for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested
by or on behalf of the Depositary or the Issuer, in each case in accordance with the Depositary’s respective customary procedures.
Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated
and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07
or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued
subsequent to any of the events described in clauses (A) through (D) above and pursuant to Section 2.06(c) hereof.
A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however,
beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.


 


(b)            Transfer
and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall
be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required
by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or
(ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:


 


(i)            Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions
set forth in the Private Placement Legend; provided that, prior to the expiration of the Restricted Period, transfers of beneficial
interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person other
than pursuant to Rule 144A. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be
delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).


 






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(ii)            All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the
Registrar either (A) (1) a written order from an Agent Member given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information
regarding the Agent Member account to be credited with such increase or (B) (1) a written order from an Agent Member given
to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an
amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar
containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange
referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial
interests in a Regulation S Temporary Global Note prior to (x) the expiration of the Restricted Period and (y) the receipt
by the Registrar of any certifications required pursuant to Rule 903(b)(3)(ii)(B). Upon satisfaction of all of the requirements
for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under
the Securities Act, the Registrar shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.


 


(iii)            Transfer
of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred
to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies
with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:


 


(A)            if
the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications in item (1) thereof; or


 


(B)            if
the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.


 






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(iv)            Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial
interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note
or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange
or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:


 


(A)            such
Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act; or


 


(B)            the
Registrar receives the following:


 


(1)            if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the
certifications in item (1)(a) thereof; or


 


(2)            if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form
of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in
this subparagraph (B), if the Issuer or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


If any such transfer is effected pursuant to subparagraph
(A) or (B) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee or its Authenticating Agent shall authenticate one
or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred
pursuant to subparagraph (A) or (B) above.


 


Beneficial interests in an Unrestricted Global
Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted
Global Note.


 






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(c)            Transfer
or Exchange of Beneficial Interests for Definitive Notes.


 


(i)            Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events described in clauses
(A) through (D) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:


 


(A)            if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive
Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item
(2)(a) thereof;


 


(B)            if
such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of
Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)            if
such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904,
a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;


 


(D)            if
such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance
with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;


 


(E)            if
such beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in the
form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(F)            if
such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee shall cause the aggregate principal amount of
the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and,
upon receipt of an Authentication Order, the Trustee or its Authenticating Agent shall authenticate and mail to the Person designated
in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest
in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary
and the Agent Member. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive
Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) (except for
transfers pursuant to clause (F) above) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer
contained therein.


 






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(ii)            Beneficial
Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(B) and (D) hereof,
a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person
who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the
receipt by the Registrar of any certifications required pursuant to Rule 903(b)(3)(ii)(B), except in the case of a transfer pursuant
to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.


 


(iii)            Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note
may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events described in clauses (A) through
(D) of Section 2.06(a) hereof and if the Registrar receives the following:


 


(A)            if
the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications
in item (1)(b) thereof; or


 


(B)            if
the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in this subclause (iii),
if the Issuer or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable
to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities
Act.


 


(iv)            Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who
takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events described in clauses (A) through
(D) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the
Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
and the Issuer shall execute and, upon receipt of an Authentication Order, the Trustee or its Authenticating Agent shall authenticate
and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in
such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions
from or through the Depositary and the Agent Member. The Trustee shall mail such Definitive Notes to the Persons in whose names such
Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall
not bear the Private Placement Legend.


 






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(d)            Transfer
and Exchange of Definitive Notes for Beneficial Interests.


 


(i)            Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange
such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following
documentation:


 


(A)            if
the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a
certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;


 


(B)            if
such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form
of Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)            if
such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;


 


(D)            if
such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act
in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications
in item (3)(a) thereof;


 


(E)            if
such Restricted Definitive Note is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially
in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(F)            if
such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Registrar shall cancel the Restricted Definitive Note
and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted
Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable
Regulation S Global Note.


 






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(ii)            Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such
Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:


 


(A)            if
the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate
from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof;
or


 


(B)            if
the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial
interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


 


and, in each such case set forth in this subclause (ii),
if the Issuer or the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable
to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities
Act.


 


Upon satisfaction of the conditions
of any of the subparagraphs in this Section 2.06(d)(ii), the Registrar shall cancel the Restricted Definitive Note and increase
or cause to be increased the aggregate principal amount of the Unrestricted Global Note.


 


(iii)            Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such
Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer,
the Registrar shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal
amount of one of the Unrestricted Global Notes.


 


If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraph (ii) or (iii) above at a time when an Unrestricted Global Note has not yet been
issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
or its Authenticating Agent shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal
amount of Definitive Notes so transferred.


 






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(e)            Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance
with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to
such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly
endorsed or accompanied by a written instruction of transfer or exchange in form satisfactory to the Registrar duly executed by such
Holder or by its attorney, duly authorized in writing. In the event that the requesting Holder does not transfer the entire principal
amount of Notes represented by any such Definitive Note, the Registrar shall cancel or cause to be canceled such Definitive Note and
the Issuer (who will have been informed of such cancelation) shall execute and, upon receipt of an Authentication Order, the Trustee
shall authenticate and deliver to the requesting Holder and any transferee Definitive Notes in the appropriate principal amounts to reflect
such transfer. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable,
required pursuant to the following provisions of this Section 2.06(e):


 


(i)            Restricted
Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name
of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:


 


(A)            if
the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in
the form of Exhibit B hereto, including the certifications in item (1) thereof;


 


(B)            if
the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (2) thereof; or


 


(C)            if
the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof,
if applicable.


 


(ii)            Restricted
Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted
Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the
Registrar receives the following:


 


(A)            if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from
such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or


 


(B)            if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including
the certifications in item (4) thereof;


 


and, in each such case set forth in this subclause (ii),
if the Issuer or the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer and the Registrar to the
effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein
and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 






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(iii)            Unrestricted
Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person
who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the
Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.


 


(f)            [Reserved]


 


(g)            Legends.
The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture:


 


(i)            Private
Placement Legend.


 






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(A)            Except
as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or
substitution thereof) shall bear the legend in substantially the following form:


 


“THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. 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 THE 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''), (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) AND THE LAST DATE ON WHICH HCRX INVESTMENTS HOLDING, L.P. (THE ''COMPANY'')
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY OR ANY PREDECESSOR OF THIS SECURITY, OFFER, SELL OR OTHERWISE TRANSFER
THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON
IT REASONABLY BELIEVES IS A 'QUALIFIED INSTITUTIONAL BUYER'' AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OR (E) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY AND THE TRUSTEE
SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE
THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE INDENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.”


 






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(B)            Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d) (ii), (d)(iii),
(e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not
bear the Private Placement Legend.


 


(ii)            Global
Note Legend. Each Global Note shall bear a legend in substantially the following form:


 


“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED
IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR THEIR AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY
OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO ITS NOMINEE
OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, A NOMINEE OF THE DEPOSITARY, HAS AN INTEREST
HEREIN.”


 






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(iii)            Regulation
S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:


 


“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY
GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN).”


 


(h)            Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive
Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be
returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation,
if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of
a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall
be reduced accordingly and an endorsement shall be made on such Global Note by the Registrar or by the Depositary at the direction of
the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and
an endorsement shall be made on such Global Note by the Registrar or by the Depositary at the direction of the Trustee to reflect such
increase.


 






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(i)             General
Provisions Relating to Transfers and Exchanges.


 


(i)             To
permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee or its Authenticating Agent shall authenticate
Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s
request.


 


(ii)            No
service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration
of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant
to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.04 hereof).


 


(iii)           Neither
the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption or tendered (and
not withdrawn) for repurchase in whole or in part, except the unredeemed portion of any Note being redeemed or tendered in part; provided
that new Notes will only be issued in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.


 


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


 


(v)            Neither
the Registrar nor the Issuer shall be required:


 


(A)            to
issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the delivery
of a notice of redemption of the Notes to be redeemed under Section 3.03 hereof and ending at the close of business on the day of
such delivery;


 


(B)            to
register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any
Note being redeemed in part;


 






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(C)            to
register the transfer or exchange of a Note between a Record Date and the next succeeding Interest Payment Date; or


 


(D)            to
register the transfer or exchange of any Notes tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer
or an Asset Sale Offer.


 


(vi)           Prior
to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer and any agent of the foregoing
may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal of (and premium, if any) and interest on such Note and for all other purposes, and none of the Trustee, any Agent or the
Issuer or any agent of the foregoing shall be affected by notice to the contrary.


 


(vii)          Upon
surrender for registration of transfer of any Note at the office or agency designated pursuant to Section 4.02 hereof, the Issuer
shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement
Notes of any authorized denomination or denominations of a like aggregate principal amount.


 


(viii)         At
the option of the Holder, subject to Section 2.06(a) hereof, Notes may be exchanged for other Notes of any authorized denomination
or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any
Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and, upon receipt of an Authentication Order,
the Trustee or its Authenticating Agent shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder
making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.


 


(ix)            All
certifications, certificates and Opinions of Counsel required to be submitted pursuant to this Section 2.06 to effect a registration
of transfer or exchange may be submitted by electronic delivery.


 


(x)             Neither
the Trustee nor any Agent shall have any obligation or duty to monitor, determine, or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any
transfer between or among Agent Members 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.


 






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(xi)            Neither
the Trustee nor any Agent shall have any responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant
in the Depositary, or any other Person with respect to the accuracy of the records of the Depositary, 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 Depositary) of any notice (including any notice of redemption or repurchase) 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
the Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depositary 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 Depositary subject to the
applicable rules and procedures of the Depositary. The Trustee and the Agents may rely and shall be fully protected in relying upon
information furnished by the Depositary, with respect to its members, participants and any beneficial owners.


 


Section 2.07    Replacement
Notes. If any mutilated Note is surrendered to the Trustee, the Registrar, or the Issuer and the Trustee receives evidence to its
satisfaction of the ownership and destruction, loss, or theft of any Note, the Issuer shall issue and, upon receipt of an Authentication
Order and satisfaction of any other requirement of the Trustee, the Trustee or its Authenticating Agent shall authenticate a replacement
Note. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of
the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent, and any Authenticating Agent from any loss that any of them
may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note.


 


Notwithstanding the foregoing provisions of this
Section 2.07, in case any 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.


 


Every replacement Note is a contractual obligation
of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder. The provisions of this Section 2.07 shall be exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Notes.


 


Section 2.08    Outstanding
Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee or its Authenticating Agent except for those
cancelled by the Registrar, those delivered to the Registrar for cancellation, those reductions in the interest in a Global Note effected
by the Registrar in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. Except as
set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer, a Guarantor, or an Affiliate of the
Issuer or a Guarantor holds the Note.


 


If a Note is replaced pursuant to Section 2.07
hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected
purchaser (as defined in Section 8-303 of the Uniform Commercial Code).


 


If the principal amount of any Note is considered
paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.


 






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If the Paying Agent (other than the Issuer, a Guarantor
or an Affiliate of the Issuer or a Guarantor) holds, on a Redemption Date or maturity date, money sufficient to pay Notes (or portions
thereof) payable on that date, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding
(including for accounting purposes) and shall cease to accrue interest.


 


Section 2.09    Treasury
Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Issuer, a Guarantor or by any Affiliate of the Issuer or a Guarantor, shall be considered as though not outstanding,
except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been
pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuer, a Guarantor or any
Affiliate of the Issuer or a Guarantor.


 


Section 2.10    Temporary
Notes. Until certificates representing Notes are ready for delivery, the Issuer may prepare and, upon receipt of an Authentication
Order, the Trustee or its Authenticating Agent shall authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay,
the Issuer shall prepare and the Trustee or its Authenticating Agent shall authenticate definitive Notes in exchange for temporary Notes.


 


Holders and beneficial holders, as the case may
be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under
this Indenture.


 


Section 2.11    Cancellation.
The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered
for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled Notes in accordance with its
customary procedures. Certification of the cancellation of all cancelled Notes shall be delivered to the Issuer upon request. The Issuer
may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.


 






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Section 2.12    Defaulted
Interest. If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus,
to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in
each case at the rate provided in the Notes and in Section 4.01 hereof. 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 provided in this Section 2.12. The Trustee shall fix
or cause to be fixed any such special record date and payment date; provided that no such special record date shall be less than
10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of any such special
record date. At least 15 days before any such special record date, the Issuer (or, upon the written request of the Issuer, the Trustee
in the name and at the expense of the Issuer) shall send electronically, mail or cause to be mailed, first-class postage prepaid, or otherwise
deliver in accordance with the Applicable Procedures, to each Holder, with a copy to the Trustee, a notice at his or her address as it
appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.


 


Subject to the foregoing provisions of this Section 2.12
and for greater certainty, 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 2.13    CUSIPs
and ISINs . The Issuer in issuing the Notes may use CUSIPs and ISINs (in each case, if then generally in use) and, if so, the Trustee
shall use CUSIPs and ISINs in notices of redemption or exchange as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice
of redemption or exchange and that reliance may be placed only on the other identification numbers printed on the Notes, and any such
redemption shall not be affected by any defect in or omission of such numbers. The Issuer will as promptly as practicable notify the Trustee
in writing of any change in the CUSIPs and ISINs.


 


Article III

REDEMPTION


 


Section 3.01    Notices
to Trustee. If the Issuer elect to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee and Paying Agent,
at least five Business Days (unless a shorter notice shall be agreed to by the Trustee) before notice of redemption is required to be
delivered to Holders pursuant to Section 3.03 hereof, an Officer’s Certificate setting forth (i) the paragraph or subparagraph
of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the
principal amount of the Notes to be redeemed and (iv) the redemption price.


 


Section 3.02    Selection
of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, the Paying Agent shall select the Notes to
be redeemed on a pro rata basis, by lot or by such other method as the Paying Agent shall deem fair and appropriate and otherwise in such
manner as complies with the Applicable Procedures. Neither the Trustee nor the Paying Agent shall be liable for any selection made by
it in accordance with this paragraph (including the procedures of the relevant depositaries).


 


The Trustee shall promptly notify the Issuer in
writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof
to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 and any integral multiple of $1,000 in excess thereof;
no Note of less than $2,000 can be redeemed in part, except that, if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a principal amount of at least $2,000, shall be redeemed. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.


 






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Section 3.03    Notice
of Redemption. Subject to Sections 3.07(f), 3.09 and 3.11 hereof, the Issuer shall send electronically, mail or cause to be mailed
by first-class mail, postage prepaid, notices of redemption at least 10 days but not more than 60 days before the Redemption Date to each
Holder of Notes at such Holder’s registered address or otherwise in accordance with the Applicable Procedures, except that redemption
notices may be delivered more than 60 days prior to a Redemption Date if the notice is issued in connection with a conditional redemption
or Article VIII or Article XI hereof. For Notes held by DTC or a nominee of DTC, notices of redemption shall be delivered in
accordance with DTC’s Applicable Procedures.


 


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


 


(a)            the
Redemption Date;


 


(b)            the
redemption price;


 


(c)            if
any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption
Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing
the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original
Note;


 


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


 


(e)            that
Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(f)             that,
unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the
Redemption Date;


 


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


 


(h)            the
CUSIP, if any, printed on the Notes being redeemed and that no representation is made as to the correctness or accuracy of any such CUSIP
that is listed in such notice or printed on the Notes; and


 


(i)             any
condition precedent to such redemption.


 


At the Issuer’s request, the Trustee or Paying
Agent shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered
to the Trustee and Paying Agent, at least five Business Days before notice of redemption is required to be delivered electronically, mailed
or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee or the
Paying Agent ), an Officer’s Certificate requesting that the Trustee or Paying Agent give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph and setting forth the form of such notice.


 






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Section 3.04    Effect
of Notice of Redemption. Once notice of redemption is given in accordance with Section 3.03 hereof, Notes called for redemption
become irrevocably due and payable on the Redemption Date at the redemption price (except as provided for in Section 3.07(f) hereof).
The notice, if given in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice as provided herein or any defect in the notice to the Holder of any Note designated
for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Sections 3.05
and 3.07(f) hereof, on and after the Redemption Date, interest shall cease to accrue on Notes or portions of Notes called for redemption.


 


Section 3.05    Deposit
of Redemption Price.


 


(a)            Prior
to 11:00 a.m. (New York time) on the Redemption Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed on that Redemption Date. The Trustee or the
Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the
amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed.


 


(b)            If
the Issuer complies with the provisions of the preceding paragraph (a), on and after the Redemption Date, interest shall cease to accrue
on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after a Record Date but on or prior to the related
Interest Payment Date, then any accrued and unpaid interest to the Redemption Date shall be paid to the Person in whose name such Note
was registered at the close of business on such Record Date. If any Note called for redemption is not paid upon surrender for redemption
because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the
Redemption Date until such principal is paid, and to the extent lawful on any interest accrued to the Redemption Date not paid on such
unpaid principal, in each case, at the rate provided in the Notes and in Section 4.01 hereof.


 


Section 3.06    Notes
Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Issuer shall issue and, upon receipt of an Authentication
Order, the Trustee or its Authenticating Agent shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal
amount to the unredeemed portion of the Note surrendered; provided that each new Note will be in a minimum principal amount of
$2,000 and any integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the
contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate of the Issuer is required for the
Trustee to authenticate such new Note.


 






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Section 3.07    Optional
Redemption.


 


(a)            At
any time prior to August 1, 2024, the Issuer may on one or more occasions redeem the Notes, in whole or in part, upon notice in accordance
with Section 3.03 hereof, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable
Premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (each date on which a redemption occurs,
a “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due
on the relevant Interest Payment Date.


 


(b)            On
and after August 1, 2024, the Issuer may on one or more occasions redeem the Notes, in whole or in part, upon notice in accordance
with Section 3.03 hereof, at the applicable redemption price (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 on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the
twelve-month period beginning on August 1, 2024 of each of the years indicated below:


 


	Year	 	Percentage	 
	2024	 	 	102.250	%
	2025	 	 	101.125	%
	2026 and thereafter	 	 	100.000	%



 


(c)            In
addition, prior to August 1, 2024, the Issuer may, at its option, and on one or more occasions, redeem up to 40% of the aggregate
principal amount of Notes issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date)
at a redemption price equal to 104.500% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest,
if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date, with funds in an aggregate amount equal to the net cash proceeds of one or more Equity
Offerings of the Issuer or any direct or indirect parent company of the Issuer after the Issue Date to the extent such net cash proceeds
are contributed to the Issuer; provided that (1) at least 50% of the total of (A) the aggregate principal amount of Notes
originally issued under this Indenture on the Issue Date and (B) the aggregate principal amount of any Additional Notes issued under
this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all Notes are
redeemed substantially concurrently); and (2) each such redemption occurs within 180 days of the date of closing of each such Equity
Offering.


 


(d)            The
Issuer or its Affiliates may, at any time and from time to time, acquire Notes by means other than a redemption, whether by tender offer,
exchange offer, open market purchases, negotiated transactions, or otherwise, upon such terms and at such prices as the Issuer or its
Affiliates may determine, which may be more or less than the consideration for which the Initial Notes or any Additional Notes are initially
sold and could be for cash or other consideration.


 






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(e)            In
connection with any tender offer for the Notes (including any Change of Control Offer or Asset Sale Offer), if Holders of not less than
90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the
Issuer, or any third party making such tender offer in lieu of the Issuer, 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 10 nor more than 60 days’ prior notice (provided
that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such
purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the
tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Redemption Date, subject to the
right of Holders of record of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.


 


(f)             Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Notice
of any redemption or purchase, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the
completion thereof, and any such notice may, unless otherwise provided herein, at the Issuer’s discretion, be subject to one or
more conditions precedent. If a 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 or purchase date
may be delayed until such time (including more than 60 days after the date the notice was sent) as any or all such conditions shall be
satisfied (or waived by the Issuer in its sole discretion) 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 purchase date, or by the Redemption
Date or purchase date as so delayed; provided that if a Redemption Date or purchase date is delayed, the setting of any new Redemption
Date or purchase date shall be subject to the Applicable Procedures. In addition, the Issuer may provide in such notice that payment of
the redemption price or purchase price and performance of the Issuer’s obligations with respect to such redemption or purchase may
be performed by another Person.


 


Section 3.08    Mandatory
Redemption The Issuer shall not be required to make any mandatory redemption or sinking fund payment with respect to the Notes, other
than a Special Mandatory Redemption pursuant to Section 3.11.


 


Section 3.09    Offers
to Repurchase by Application of Excess Proceeds.


 


(a)            In
the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, they shall follow
the procedures specified below.


 


(b)            The
Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that
a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination
of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”)
to the purchase of Notes and, if required by the terms of any other debt that is pari passu with the Notes in right of payment, such other
debt that is pari passu with the Notes in right of payment (on a pro rata basis, if applicable, with adjustments as necessary so that
no Note or other debt that is pari passu with the Notes in right of payment will be repurchased in part in an unauthorized denomination),
or, if less than the Offer Amount has been tendered, all Notes and other debt that is pari passu with the Notes in right of payment tendered
in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.


 






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(c)            If
the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, then any accrued and unpaid interest
to, but excluding, the Purchase Date shall be paid to the Person in whose name a Note is registered at the close of business on such Record
Date.


 


(d)            Upon
the commencement of an Asset Sale Offer, the Issuer shall send electronically or by first-class mail, postage prepaid, a notice to each
of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and, if required by the terms of any
other debt that is pari passu with the Notes in right of payment, to the holders of such other debt that is pari passu with the Notes
in right of payment. The notice, which shall govern the terms of the Asset Sale Offer, shall state:


 


(i)             that
the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale
Offer shall remain open;


 


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


 


(iii)           that
any Note not tendered or accepted for payment shall continue to accrue interest;


 


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


 


(v)            that
any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof;


 


(vi)           that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled
 “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer,
to the Issuer, a depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least two Business
Days before the Purchase Date;


 


(vii)          that
Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives,
not later than the close of business on the fourth Business Day prior to the expiration date of the Offer Period, a facsimile transmission
or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that
such Holder is withdrawing his election to have such Note purchased;


 






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(viii)         that,
if the aggregate principal amount of Notes and other debt that is pari passu with the Notes in right of payment surrendered by the holders
thereof exceeds the Offer Amount, subject to the Applicable Procedures, the Issuer shall select the Notes and such other debt that is
pari passu with the Notes in right of payment to be purchased on a pro rata basis based on the accreted value or principal amount of the
Notes or such other debt that is pari passu with the Notes in right of payment tendered (with such adjustments as may be deemed appropriate
by the Issuer so that only Notes in denominations of $2,000 and any integral multiple of $1,000 in excess thereof will be purchased);
and


 


(ix)            that
Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered (or transferred by book-entry transfer); provided that the unpurchased portion of any Note must be equal to at
least $2,000 and any integral multiple of $1,000 in excess thereof.


 


(e)            On
or before the Purchase Date, the Issuer shall, to the extent lawful, subject to the Applicable Procedures, (1) accept for payment,
on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly
tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver
or cause to be delivered to the Trustee for cancellation the Notes properly accepted together with an Officer’s Certificate stating
the aggregate principal amount of Notes or portions thereof so tendered.


 


(f)             The
Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal
to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly
issue a new Note, and the Trustee or its Authenticating Agent, upon receipt of an Authentication Order, shall authenticate and mail or
deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in
this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate of the Issuer is required for the Trustee to authenticate
and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered; provided that
new Notes will only be issued in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Any Note not so
accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of
the Asset Sale Offer on or as soon as practicable after the Purchase Date.


 


(g)            Prior
to 11:00 a.m. (New York time) on the Purchase Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the purchase
price of and accrued and unpaid interest on all Notes to be purchased on that Purchase Date. The Paying Agent shall promptly return to
the Issuer any money deposited with the Paying Agent by the Issuer in excess of the amounts necessary to pay the purchase price of, and
accrued and unpaid interest on, all Notes to be redeemed.


 


Other than as specifically provided in this Section 3.09
or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01
through 3.06 hereof, and references therein to “redeem,” “redemption” and similar words shall be deemed to refer
to “purchase,” “repurchase” and similar words, as applicable.


 






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Section 3.10    [Reserved].


 


Section 3.11    Special
Mandatory Redemption.


 


(a)            In
the event that (i) satisfaction of the Escrow Release Conditions (the date of such satisfaction, the “Effective Date”)
does not take place on or prior to January 25, 2022 (the “Outside Date”); (ii) the Issuer fails to make,
or cause to be made, any required deposits into the Escrow Account on or prior to three (3) Business Days after the applicable required
deposit date as set forth in Section 13.01 or (iii) the Issuer determines, in its sole discretion, that such conditions will
not be satisfied by the Outside Date and gives written notice and instruction to the Trustee and the Escrow Agent that it has elected
to redeem the Notes (each a “Special Mandatory Redemption Trigger Event”), the Issuer will cause the funds in the Escrow
Account to be released to the Trustee for the purpose of effecting the mandatory redemption (the “Special Mandatory Redemption”)
of the Notes as further described in this Section 3.11.


 


(b)            Upon
the occurrence of a Special Mandatory Redemption Trigger Event, the Issuer will redeem the Notes, on the date that is five Business Days
(subject to the requirements of the Depositary) after the date of such Special Mandatory Redemption Trigger Event (the “Special
Mandatory Redemption Date”), at a cash redemption price of 100.0% of the aggregate initial issue price of the Notes (which issue
price was 100% of the principal amount of the Notes), plus accrued and unpaid interest thereon from the Issue Date, or from the most recent
date to which interest has been paid or provided for, to but excluding the Special Mandatory Redemption Date (the “Special Mandatory
Redemption Price”).


 


(c)            At
least three Business Days before the Special Mandatory Redemption Date, the Issuer shall furnish to the Trustee an Officer’s Certificate
setting forth: (i) the provisions pursuant to which the Special Mandatory Redemption shall occur, (ii) the Special Mandatory
Redemption Date, (iii) the Special Mandatory Redemption Price, (iv) the CUSIP of the Notes to be redeemed and (v) instructions
to deliver the notice of redemption referred to in Section 3.11(d) to Holders.


 


(d)            The
Issuer or the Trustee on its behalf will send a notice of such redemption on behalf of the Issuer to the Holders as soon as practicable
after the occurrence of a Special Mandatory Redemption Trigger Event.


 


(e)            Prior
to the Issuer or the Trustee sending such notice of redemption, the Issuer will provide the Trustee with a calculation of the redemption
amount, including accrued and unpaid interest to the Special Mandatory Redemption Date.


 


(f)             Notwithstanding
anything to the contrary in this Indenture, any redemption pursuant to this Section 3.11 shall not be subject to the provisions of
Section 3.01 through 3.07 hereof. For avoidance of doubt, this Section 3.11 (other than this sentence) will not apply once the
Effective Date has occurred.


 






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Article IV

COVENANTS


 


Section 4.01    Payment
of Notes. The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent,
if other than the Issuer, a Guarantor or an Affiliate of the Issuer or a Guarantor, holds as of 11:00 a.m. (New York time) on the
due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due.


 


The Issuer shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.


 


Section 4.02    Maintenance
of Office or Agency. The Issuer shall maintain the offices or agencies (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) required under Section 2.03 hereof where Notes may be presented for payment or surrendered for
registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture
may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office
or agency. If at any time the 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; provided
that, no office of the Trustee shall be an office or agency of the Issuer for the purposes of service of legal process against the Issuer
or any Guarantor.


 


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 such designations; provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation
to maintain such offices or agencies as required by Section 2.03 for such purposes. The Issuer shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Issuer hereby
designates the Corporate Trust Office as one such office or agency of the Issuer in accordance with Section 2.03 hereof.


 






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Section 4.03    Reports
and Other Information.


 


(a)            After
the Issue Date, whether or not the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,
so long as the Notes are outstanding, the Issuer will furnish to the Holders and the Trustee or post on its website or file with the SEC
for public availability:


 


(1)     within 90 days after the end of each fiscal year (or such other period
then in effect under the rules and regulations promulgated under the Exchange Act with respect to the filing of an Annual
Report on Form 10-K by a non-accelerated filer), an annual report as would be required to be filed with the SEC on
Form 10-K if the Issuer were required to file such reports;


 


(2)     beginning
with the fiscal quarter ending September 30, 2021, within 45 days after the end of each of the first three fiscal quarters of each
fiscal year (or such other period then in effect under the rules and regulations promulgated under the Exchange Act with respect
to the filing of a Quarterly Report on Form 10-Q by a non-accelerated filer), a quarterly report as would be required to be filed
with the SEC on Form 10-Q if the Issuer were required to file such reports; and


 


(3)     as
soon as practicable (and in any event no later than five days after the period then in effect under the rules and regulations promulgated
under the Exchange Act with respect to the filing of a Current Report on Form 8-K) after the occurrence of an event required to be
therein reported, a current report as would be required to be filed with the SEC on Form 8-K if the Issuer were required to file
such reports; provided, however, that, if the last day of any such period is not a Business Day, such report will be due
on the next succeeding Business Day.


 


All such reports will be prepared in all material
respects in accordance with all of the rules and regulations of the SEC applicable to such reports. For the avoidance of doubt, such
reports (x) will not be required to include separate financial information that would be required by Rules 3-09, 3-10 and 3-16
of Regulation S-X and (y) will not be subject to the Trust Indenture Act.


 


After the Issue Date, the Issuer or any direct
or indirect parent company of the Issuer will maintain a public or non-public website on which Holders, prospective investors and securities
analysts are given access to the annual and quarterly financial information described above (and if applicable, the quarterly information
described in Section 4.03(b)). If the website containing the financial reports is not available to the public, the Issuer or any
direct or indirect parent company of the Issuer will direct Holders, prospective investors and securities analysts on its publicly available
website to contact the Issuer to obtain access to the non-public website.


 


(b)            Notwithstanding
the foregoing, if the Initial Public Offering has not occurred on or prior to the date 45 days after September 30, 2021, the Issuer
will furnish to the Holders or post on its website or file with the SEC for public availability interim financial statements and a Management’s
Discussion and Analysis of Results of Operations (“MD&A”) with respect to the three and nine-months ending September 30,
2021, in each case substantially comparable to the audited combined financial statements and MD&A included in the Offering Memorandum
(provided that such interim financial statements shall not be required to be audited; provided further, that if such interim financial
statements and MD&A are included in the Issuer’s Form 10 Registration Statement filed with the SEC for public availability
on or prior to such date, the requirements of this Section 4.03(b) shall be deemed to be satisfied).


 






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(c)            If
any direct or indirect parent company of the Issuer files reports with the SEC in accordance with Section 13 of 15(d) of the
Exchange Act, whether voluntarily or otherwise, in compliance with the filing periods specified in Section 4.03(a) hereof, then
the Issuer shall be deemed to comply with this Section 4.03. For the avoidance of doubt, such reports need not include separate financial
information required by Rules 3-09, 3.10 and 3-16 of Regulation S-X; provided that, if such direct or indirect parent company
of the Issuer has more than de minimis operations separate and apart from its ownership in the Issuer, then the financial statements of
the direct or indirect parent company will be required to provide consolidating information, which need not be audited, that explains
in reasonable detail the differences between the information relating to such parent company and its Subsidiaries, on the one hand, and
the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.


 


(d)            To
the extent not satisfied by the foregoing, the Issuer will, for so long as any Notes are outstanding, furnish to Holders, securities analysts
and prospective investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.


 


(e)            Notwithstanding
anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations under this Section 4.03
for purposes of clause (3) under Section 6.01 hereof until 120 days after the date any report is due under this Section 4.03,
and failure to comply with this Section 4.03 shall be automatically cured when the Issuer or its direct or indirect parent company
provides all required reports to the Holders or files all required reports with the SEC.


 


The Trustee shall have no responsibility to determine
whether any report has been filed by the Issuer or posted on the Issuer’s website.


 


The delivery of any reports, information and documents
to the Trustee is for informational purposes only and the information and the Trustee’s receipt of such shall not constitute actual
or constructive knowledge or notice of any information contained therein, or determinable from information contained therein including
the Issuer’s compliance with any of its covenants under the Indenture (as to which the Trustee is entitled to rely conclusively
on an Officer’s Certificate). The Trustee shall have no duty to review or analyze reports delivered to it or determine whether any
reports have been filed or posted.


 


Section 4.04    Compliance
Certificate.


 


(a)            The
Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date (or 120 days after the
first fiscal year ending after the Issue Date), a certificate from any Officer 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 the Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this
Indenture, and further stating, as to such Officer signing such certificate, that to his or her knowledge, on behalf of the Issuer, the
Issuer and its Restricted Subsidiaries have kept, observed, performed and fulfilled in all material respects each and every condition
and covenant contained in this Indenture and no Default has occurred and is continuing with respect to any of the terms, provisions, covenants
and conditions in this Indenture (or, if a Default shall have occurred and is continuing, describing all such Defaults of which he or
she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).


 






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(b)            When
any Default has occurred and is continuing under this Indenture, the Issuer shall within 20 Business Days after becoming aware of such
Default (unless such Default shall have been cured or waived prior to the expiration of such 20 Business Day period) deliver to the Trustee
an Officer’s Certificate specifying such event and what action the Issuer is taking or proposes to take with respect thereto.


 


Section 4.05          Reserved.


 


Section 4.06          Stay,
Extension and Usury Laws. The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall
not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury
law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and
the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of
any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.


 


Section 4.07          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, including any dividend, payment or distribution payable in connection with any merger or consolidation other than:


 


(A)            dividends
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 of the Issuer; or


 


(B)            dividends
or distributions by a Restricted Subsidiary so long as, in the case of any dividend 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, the Issuer or a Restricted Subsidiary
receives at least its pro rata share of such dividend 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 direct or indirect parent company of
the Issuer, including in connection with any merger or consolidation, in each case, held by Persons other than the Issuer or any Restricted
Subsidiary of the Issuer;


 






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


 


(A)            Indebtedness
permitted under clauses (7), (8), and (9) of Section 4.09(b) hereof; or


 


(B)            the
payment, redemption, repurchase, defeasance, acquisition or retirement 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 payment, redemption,
repurchase, defeasance, acquisition, or retirement; or


 


(IV)          make
any Restricted Investment


 


(all such payments and other actions set forth in clauses (I) through
(IV) in this Section 4.07(a) (other than any exception thereto) being collectively referred to as “Restricted
Payments”), unless, at the time of such Restricted Payment:


 


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


 


(2)            immediately
after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness pursuant
to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof; and


 


(3)            such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries
after the Issue Date (including Restricted Payments permitted by clause (1) of, but excluding all other Restricted Payments permitted
by, Section 4.07(b) hereof), is less than the sum of (without duplication):


 


(A)            50%
of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) beginning from the beginning of the full
fiscal quarter in which the Issue Date occurs 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; plus


 


(B)            100%
of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Issuer after the
Issue Date (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 clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of:


 


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


 






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(x)            Equity
Interests to any future, present or former employee, officer, director, member of management or consultant (or the estate, heirs, family
members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Issuer, any direct or indirect
parent company of the Issuer or any of the Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied
to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and


 


(y)            Designated
Preferred Stock; and


 


(B)           to
the extent such net cash proceeds or other property are actually contributed to the Issuer, Equity Interests of the Issuer’s direct
or indirect parent companies (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 clause (4) of Section 4.07(b) hereof);
or


 


(ii)            Indebtedness
of the Issuer or a Restricted Subsidiary that has been converted into or exchanged for such Equity Interests of the Issuer or any direct
or indirect parent company of the Issuer;


 


provided
that this clause (B) shall not include the proceeds from (W) Refunding Capital Stock applied in accordance with clause (2) of
Section 4.07(b) hereof, (X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary,
(Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus


 


(C)            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 after the Issue Date (other than (i) 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 clause (12)(a) of Section 4.09(b) hereof, (ii) contributions
by a Restricted Subsidiary, (iii) any Excluded Contributions, and (iv) proceeds of Indebtedness of any direct or indirect parent
company of the Issuer to the extent such proceeds have been contributed to the Issuer or any of its Restricted Subsidiaries and such Indebtedness
has been guaranteed by the Issuer or any of its Restricted Subsidiaries); plus


 






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(D)          100%
of the aggregate amount received in cash and the fair market value of marketable securities or other property received by means of:


 


(i)             the
sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of, or other returns on Investments 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 by the
Issuer or its Restricted Subsidiaries (other than, in each case, to the extent that the Restricted Investment was made pursuant to clause
(11) of Section 4.07(b) hereof), in each case, after the Issue Date; or


 


(ii)            the
sale (other than to the Issuer or a Restricted Subsidiary) of the stock 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 was made by the Issuer or a Restricted
Subsidiary pursuant to clause (7) or clause (11) of Section 4.07(b) hereof or to the extent such Investment constituted
a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; plus


 


(E)            in
the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger 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 the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary
(or the assets transferred), at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time
of such merger, consolidation or transfer of assets (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary
was made by the Issuer or a Restricted Subsidiary pursuant to clause (7) or clause (11) of Section 4.07(b) hereof or to
the extent such Investment constituted a Permitted Investment); plus


 


(F)            the
greater of $182.35 million and 35% of EBITDA at the time of such Restricted Payment; plus


 


(G)            the
aggregate amount of Declined Proceeds since the Issue Date.


 


(b)            The
provisions of Section 4.07(a) hereof will 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 the redemption notice, if at the date of declaration or the giving of such notice such payment would have complied
with the provisions of this Indenture;


 






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(2)            (a) the
redemption, repurchase, retirement, or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated
Indebtedness of the Issuer or any Equity Interests of any direct or indirect parent company of the Issuer, in exchange for, or out of
the proceeds of the sale (within 90 days of such redemption, repurchase, retirement or other acquisition or other Restricted Payment)
(other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the
extent contributed to the Issuer (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) if,
immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause
(6) of this Section 4.07(b), 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 direct or indirect
parent company of the Issuer) 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, and (c) the declaration and payment of accrued dividends
on Treasury Capital Stock out of the proceeds of a sale of Refunding Capital Stock (other than to a Restricted Subsidiary or to an employee
stock ownership plan or any trust established by the Issuer or any Restricted Subsidiary) made within 90 days of such sale;


 


(3)            the
prepayment, defeasance, redemption, repurchase, exchange or other acquisition or retirement of (A) Subordinated Indebtedness of the
Issuer or any Subsidiary Guarantor made by exchange for, or out of the proceeds of the sale (made within 90 days of such prepayment, defeasance,
redemption, repurchase, exchange, acquisition or retirement) of, new Indebtedness of the Issuer or any Subsidiary Guarantor, as the case
may be, or (B) Disqualified Stock of the Issuer or any Subsidiary Guarantor made by exchange for, or out of the proceeds of the sale
(made within 90 days of such prepayment, defeasance, redemption, repurchase, exchange, acquisition or retirement) of, Disqualified Stock
of the Issuer or any Subsidiary Guarantor, which, in each case, is incurred or issued, as applicable, in compliance with Section 4.09
hereof 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,
defeased, redeemed, repurchased, exchanged, acquired or retired, plus the amount of any premium (including tender premiums) required
to be paid under the terms of the instrument governing the Subordinated Indebtedness or Disqualified Stock being so prepaid, defeased,
redeemed, repurchased, exchanged, acquired, or retired, defeasance costs and any fees and expenses incurred in connection therewith;


 


(B)            such
new Indebtedness or Disqualified Stock is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated
Indebtedness or Disqualified Stock so prepaid, defeased, redeemed, repurchased, exchanged, acquired, or retired;


 


(C)            such
new Indebtedness or Disqualified Stock has a final scheduled maturity date equal to or later than the final scheduled maturity date of
the Subordinated Indebtedness or Disqualified Stock being so prepaid, defeased, redeemed, repurchased, exchanged, acquired or retired
(or, if earlier, the date that is 91 days after the maturity date of the Notes); and


 






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(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, defeased, redeemed, repurchased, exchanged,
acquired or retired (or, if earlier, 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 or retirement for value of Equity Interests
(other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former
employee, officer, director, member of management, or consultant (or the estate, heirs, family members, spouse, former spouse, domestic
partner, or former domestic partner of any of the foregoing) of the Issuer, any of its Subsidiaries or any of its direct or indirect parent
companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement
or arrangement (and including, for the avoidance of doubt, any principal and interest on any notes issued by the Issuer or any direct
or indirect parent company of the Issuer in connection such repurchase, redemption, retirement, or other acquisition and any tax related
thereto); provided that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $10.0
million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving
effect to the following proviso) of $25.0 million in any calendar year); provided further that such amount in any calendar year
may be increased by an amount not to exceed:


 


(A)            the
net cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the
Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to any future, present, or former
employee, officer, director, member of management, or consultant (or the estate, heirs, family members, spouse, former spouse, domestic
partner, or former domestic partner of any of the foregoing) of the Issuer, any of its Subsidiaries or any of its direct or indirect parent
companies that occurs after the Issue Date, to the extent the net cash proceeds from the sale of such Equity Interests have not otherwise
been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus


 


(B)            the
cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date; plus


 


(C)            the
amount of any cash bonuses otherwise payable to employees, officers, directors, members of management, or consultants of the Issuer, any
of its Subsidiaries or any of its direct or indirect parent companies that are foregone in return for receipt of Equity Interests; less


 






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(D)            the
amount of any Restricted Payments previously made with the cash proceeds described in clauses (A), (B) and (C) of this clause
(4);


 


and provided further that cancellation of Indebtedness
owing to the Issuer from any future, present, or former employee, officer, director, member of management or consultant (or the estate,
heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) of the Issuer, any
of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase
of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment
for purposes of this Section 4.07 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 issued in accordance with Section 4.09 hereof 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 or distributions to any direct or indirect parent company of the Issuer, the proceeds of which will
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 company 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


 


(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 clause (2) of this Section 4.07(b); provided, in the case of each of (A) and (C) of this
clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately
preceding 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 on a pro forma basis, the Issuer and its Restricted Subsidiaries
on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;


 


(7)            Investments
in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause
(7) 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 (until such proceeds are converted to Cash Equivalents), not to exceed the
greater of $260.5 million and 50% of EBITDA 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);


 






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(8)              (A) payments
made or expected to be made by the Issuer or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise
or settlement, as the case may be, of Equity Interests by any future, present, or former employee, officer, director, member of management,
or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner, or former domestic partner of any of the
foregoing) of the Issuer, any of its Subsidiaries, or any of its direct or indirect parent companies; and (B) repurchases of Equity
Interests deemed to occur upon exercise or settlement, as the case may be, of options, warrants, or similar instruments if such Equity
Interests represent a portion of the exercise price thereof or required withholding or similar taxes;


 


(9)              [Reserved];


 


(10)            Restricted
Payments in an amount equal to the amount of Excluded Contributions made;


 


(11)            other
Restricted Payments in an aggregate amount, taken together with all other Restricted Payments made pursuant to this clause (11) that are
at the time outstanding, not to exceed the greater of $260.5 million and 50% of EBITDA at such time;


 


(12)            distributions
or payments of Securitization Fees;


 


(13)            [Reserved];


 


(14)            the
repurchase, redemption, or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar
to those described under Section 4.10 and Section 4.14 hereof; provided that all Notes validly tendered by Holders in
connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, acquired, or retired for
value;


 


(15)            Restricted
Payments (A) consisting of the declaration and payment of dividends or distributions to any direct or indirect parent company of
the Issuer or (B) to pay for the repurchase, redemption, retirement, or other acquisition or retirement for value of Equity Interests
(other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies; provided that the aggregate Restricted
Payments made under this clause (15) do not exceed in any calendar year 6.0% of the Market Capitalization (determined as of the date of
such Restricted Payment);


 


(16)            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 Equivalents);


 


(17)            the
repurchase, redemption, or other acquisition for value of Equity Interests deemed to occur in connection with paying cash in lieu of issuing
fractional shares in connection with (A) any dividend, distribution, split, reverse split, merger, consolidation, amalgamation, or
other business combination, in each case, to the extent not prohibited by this Indenture, or (B) the exercise or settlement of options,
warrants or similar instruments convertible into or exchangeable for Equity Interests of the Issuer or any direct or indirect parent company
of the Issuer;


 






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(18)            the
making of any Restricted Payment if, at the time of the making of such payment and after giving pro forma effect thereto (including
to the incurrence of any Indebtedness to finance such payments), the Consolidated Total Debt Ratio would not exceed 3.00 to 1.00;


 


(19)            any
Restricted Payment pursuant to or in connection with the Reorganization Transactions; and


 


(20)            any
Restricted Payment to the Manager in respect of Employment Related Expenses;


 


provided
that, at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11), (16) and (18) of this Section 4.07(b),
no Default shall have occurred and be continuing or would occur as a consequence thereof.


 


For purposes of determining compliance with this
Section 4.07, in the event that a proposed Restricted Payment (or a portion thereof) meets the criteria of clauses (1) through
(18) of this Section 4.07(b) or is entitled to be made pursuant to Section 4.07(a) hereof, the Issuer will be entitled
to classify or later reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment (or portion
thereof) between such clauses (1) through (18) and Section 4.07(a) hereof in a manner that otherwise complies with this
Section 4.07; except that the Issuer may not reclassify any Restricted Payment as having been made under clause (18) of this Section 4.07(b) if
originally made under any other clause of this Section 4.07(b) or under Section 4.07(a) hereof.


 


(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 its
Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount
determined as set forth in the penultimate sentence of the definition of “Investments.” Such designation will be permitted
only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under
clause (7), (10), (11), or (18) of Section 4.07(b) hereof, 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 covenants set forth in this Indenture.


 


Section 4.08         Dividend
and Other Payment Restrictions Affecting Restricted Subsidiaries.


 


(a)            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 to:


 


(i)            (A)           pay
a dividend or make any other distribution to the Issuer or any Guarantor on its Capital Stock or with respect to any other interest or
participation in, or measured by, its profits, or


 


                (B)            pay
any Indebtedness owed to the Issuer or any Guarantor;


 






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(ii)            make
any loan or advance to the Issuer or any Guarantor; or


 


(iii)           sell,
lease or transfer any of its properties or assets to the Issuer or any Guarantor.


 


(b)            The
restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:


 


(1)            (contractual
encumbrances or restrictions in effect on the Issue Date;


 


(2)            (i) this
Indenture, (ii) the Notes and the guarantees thereof (iii) the Senior Credit Facilities (and the guarantees thereof and any
collateral documents relating thereto), , and (iv) Hedging Obligations;


 


(3)            purchase
money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that impose restrictions
of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired;


 


(4)            applicable
law or any applicable rule, regulation or order;


 


(5)            any
agreement or other instrument of a Person acquired by or merged or consolidated with or into or wound up into the Issuer or any of its
Restricted Subsidiaries, or of an Unrestricted Subsidiary that is designated as a Restricted Subsidiary, or that is assumed in connection
with the acquisition of assets from such Person, in each case, that is in existence at the time of such transaction (but, in any such
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,
designated or assumed;


 


(6)            any
contract or agreement for the sale of assets, including any customary restriction with respect to a Subsidiary of the Issuer pursuant
to an agreement that has been entered into for the sale or other disposition of all or substantially all of the Capital Stock or assets
of such Subsidiary;


 


(7)            secured
Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof 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 under contracts entered into in the ordinary course of business;


 






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(9)             other
Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred or issued subsequent to the Issue Date pursuant to Section 4.09
hereof and either (A) the provisions relating to such encumbrance or restriction contained in such Indebtedness, Disqualified Stock,
or Preferred Stock are not materially more restrictive, taken as a whole, as determined by the Issuer in good faith, than the provisions
contained in the Senior Credit Facilities as in effect on the Issue Date or (B) any such encumbrance or restriction contained in
such Indebtedness, Disqualified Stock or Preferred Stock will not materially affect the Issuer’s ability to make principal or interest
payments on the Notes when due;


 


(10)            customary
provisions in any operating agreement, joint venture agreement, asset sale agreement or other similar agreement, or other similar arrangements;


 


(11)            customary
provisions contained in leases, sub-leases, licenses, sub-licenses, or similar agreements, including with respect to intellectual property,
in each case, entered into in the ordinary course of business;


 


(12)            any
encumbrance or restriction of the type referred to in clauses (1), (2), and (3) of Section 4.08(a) hereof imposed by any
amendment, modification, restatement, renewal, increase, supplement, refunding, replacement, or refinancing of any of the contracts, instruments,
or obligations referred to in clauses (1) through (11) and (13) through (15) of this Section 4.08(b); provided that such
amendment, modification, restatement, renewal, increase, supplement, refunding, replacement, or refinancing is, in the good-faith judgment
of the Issuer, not materially more restrictive taken as a whole with respect to such dividend and other payment restrictions than those
prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;


 


(13)            restrictions
created in connection with any Qualified Securitization Facility that, in the good-faith determination of the Issuer, are necessary or
advisable to effect such Qualified Securitization Facility;


 


(14)            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; provided that such
agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are 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; and


 


(15)            restrictions
contained in agreements (other than Indebtedness) arising in the ordinary course of business; provided that such restrictions do
not prohibit (except upon an event of default thereunder) the payment of dividends in an amount sufficient, as determined by the Issuer
in good faith, to make principal or interest payments on the Notes when due.


 






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Section 4.09         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 will not issue
any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred
Stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock,
and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares
of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most
recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00 (the
 “Fixed Charge Coverage Test”), 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.


 


(b)            The
provisions of Section 4.09(a) hereof shall not apply to:


 


(1)            the
incurrence of (A) Indebtedness under Credit Facilities by the Issuer or any Guarantor 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); provided that, immediately after giving effect to any such incurrence or issuance, the
then-outstanding aggregate principal amount of all Indebtedness incurred or issued under this clause (1) (including, for avoidance
of doubt, clause (B) of this clause (1)) does not exceed the sum of (a) the greater of $520.7 million and 100% of EBITDA, plus
(b) $1,300.0 million, plus (c) the maximum amount of Indebtedness such that, after giving pro forma effect to
such incurrence (in a manner consistent with the calculation of the Fixed Charge Coverage Ratio), the Consolidated Secured Debt Ratio
of the Issuer does not exceed 3.00 to 1.00 (provided that, for purposes of determining the amount of Indebtedness that may be incurred
pursuant to this subclause (c), all Indebtedness incurred pursuant to this clause (1) (including, for avoidance of doubt, clause
(B) of this clause (1)) shall be deemed to be secured by a Lien on property of the Issuer and its Restricted Subsidiaries) and (B) Indebtedness
under Credit Facilities by the Issuer or any Guarantor that serves to extend, replace, refund, refinance, renew, or defease any Indebtedness
originally incurred pursuant to clause (A) of this clause (1), including additional Indebtedness incurred or issued to pay premiums
(including tender premiums), defeasance costs, and accrued interest, fees, and expenses in connection with such extension, replacement,
refunding, refinancing, renewal or defeasance;


 


(2)            the
incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional
Notes);


 






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(3)            Indebtedness
of the Issuer and its Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of
this Section 4.09(b));


 


(4)            Indebtedness
of the Issuer or a Restricted Subsidiary incurred (either prior or within 270 days thereafter) for the making of expenditures for the
improvement or repair, to the extent the improvements or repairs may be capitalized in accordance with GAAP, or additions, including by
way of acquisitions of businesses and related assets, to the property and assets of the Issuer and its Restricted Subsidiaries, or incurred
by assumption in connection with additions, including additions by way of acquisitions or capital contributions of businesses and related
assets, to the property and assets of the Issuer and its Restricted Subsidiaries; provided that the aggregate principal
amount of this Indebtedness outstanding at any time under this clause (4) may not exceed $20.0 million,


 


(5)            Indebtedness
incurred by the Issuer or any of its Restricted Subsidiaries with respect to letters of credit, bank guarantees, bankers’ acceptances,
warehouse receipts or similar instruments issued or created in the ordinary course of business, including letters of credit in respect
of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance
or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;


 


(6)            Indebtedness
arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, earn-outs
or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets, or
a Subsidiary, 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;


 


(7)            Indebtedness
of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor
is expressly subordinated in right of payment to the Notes; provided  further that any subsequent issuance or transfer
of any Capital Stock or any other event that 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 foreclosed thereon)) shall be deemed, in each case, to be an incurrence of such Indebtedness not
permitted by this clause (7);


 


(8)            Indebtedness
of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that, if a Guarantor incurs such Indebtedness
to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee
of such Guarantor; provided  further that any subsequent transfer of any Capital Stock or any other event that results
in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except
to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien (but not foreclosed thereon))
shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (8);


 






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(9)              shares
of Preferred 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 such Restricted Subsidiary ceasing to be a Restricted
Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary
or any pledge of such Preferred Stock constituting a Permitted Lien (but not foreclosed thereon)) shall be deemed in each case to be an
issuance of such shares of Preferred Stock not permitted by this clause (9);


 


(10)            Hedging
Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with
respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk;


 


(11)            obligations
in respect of self-insurance and obligations in respect of performance, bid, appeal, and surety bonds and performance and completion guarantees
and similar obligations provided by the Issuer or any of its 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 industry practices;


 


(12)            (a) Indebtedness
or Disqualified Stock of the Issuer and Indebtedness, Disqualified Stock, or Preferred Stock of any Restricted Subsidiary equal to 100.0%
of the net cash proceeds received by the Issuer after 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 proceeds of Excluded Contributions or Disqualified Stock or sales of
Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with clauses (3)(B) and (3)(C) of Section 4.07(a) hereof;
provided, however, that (i) any such net cash proceeds received or cash contributed shall not increase the amount available
for making Restricted Payments to the extent any Indebtedness, Disqualified Stock or Preferred Stock is issued or incurred in reliance
on this clause (12)(a) and (ii) any such net cash proceeds received or cash contributed that are applied to make any Restricted
Payments shall be excluded for purposes of incurring or issuing Indebtedness, Disqualified Stock or Preferred Stock pursuant to this clause
(12)(a); and (b) Indebtedness or Disqualified Stock of the Issuer and 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 pursuant
to this clause (12)(b), together with any Refinancing Indebtedness in respect thereof then outstanding and incurred pursuant to clause
(13) below, does not at any time outstanding exceed the greater of $260.5 million and 50% of EBITDA;


 






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(13)           the
incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or the issuance of Disqualified Stock or the issuance by any Restricted
Subsidiary of Preferred Stock which serves to extend, replace, refund, refinance, renew, or defease any Indebtedness, Disqualified Stock
or Preferred Stock incurred or issued as permitted under Section 4.09(a) hereof and clauses (2), (3), (4), and (12) of this
Section 4.09(b), this clause (13) and clause (14) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred
Stock issued to so extend, replace, refund, refinance, renew, or defease such Indebtedness, Disqualified Stock, or Preferred Stock including
additional Indebtedness, Disqualified Stock, or Preferred Stock incurred or issued to pay premiums (including tender premiums), defeasance
costs and accrued interest, fees, and expenses in connection therewith (the “Refinancing Indebtedness”) prior to its
respective maturity; provided that such Refinancing Indebtedness:


 


(A)           has
a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is not less than the remaining Weighted
Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed,
or defeased,


 


(B)           to
the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness subordinated
or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the
Notes or the Guarantee thereof at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed,
or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred
Stock, respectively, and


 


(C)           shall
not include:


 


(i)             Indebtedness,
Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified
Stock or Preferred Stock of the Issuer;


 


(ii)            Indebtedness,
Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified
Stock or Preferred Stock of a Guarantor; or


 


(iii)           Indebtedness
or Disqualified Stock of the Issuer or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances
Indebtedness, Disqualified Stock, or Preferred Stock of an Unrestricted Subsidiary; and provided further that subclause (A) of
this clause (13) shall not apply to any extension, replacement, refunding, refinancing, renewal, or defeasance of Indebtedness that matures
prior to the Notes;


 


(14)         (x) Indebtedness
or Disqualified Stock of the Issuer or Indebtedness, Disqualified Stock, or Preferred Stock of a Restricted Subsidiary incurred or issued
to finance an acquisition (or other purchase of assets), merger, or consolidation or (y) Indebtedness, Disqualified Stock, or Preferred
Stock of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into or consolidated with or into the Issuer or
a Restricted Subsidiary in accordance with the terms of this Indenture; provided that, after giving effect to such acquisition,
merger, or consolidation, either


 






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(A)            the
Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test set forth in Section 4.09(a) hereof,
or


 


(B)             the
Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition,
merger, or consolidation;


 


(15)            Indebtedness
(a) arising from the honoring by a bank or other financial institution of a check, draft, or similar instrument drawn against insufficient
funds in the ordinary course of business (provided that such Indebtedness is extinguished within 30 Business Days of its incurrence) and
(b) in respect of Bank Products;


 


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


 


(17)            (A)         any
guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence
of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or


 


   (B)         any
guarantee by a Restricted Subsidiary of Indebtedness or other obligations of the Issuer so long as the incurrence of such Indebtedness
incurred by the Issuer is permitted under the terms of this Indenture;


 


(18)            (a) Indebtedness
issued by the Issuer or any of its Restricted Subsidiaries to future, present, or former officers, directors, employees, members of management
and consultants (or the estate, heirs, family members, spouse, former spouse, domestic partner, or former domestic partner of any of the
foregoing), in each case, to finance the purchase, or redemption of Equity Interests of the Issuer or any direct or indirect parent company
of the Issuer to the extent described in clause (4) of Section 4.07(b) hereof and (b) Indebtedness representing deferred
compensation to employees or directors of the Issuer, any of its Restricted Subsidiaries or any of its direct or indirect parent companies
in the ordinary course of business;


 


(19)            to
the extent constituting Indebtedness, customer deposits and advance payments received in the ordinary course of business from customers
for goods purchased or services rendered in the ordinary course of business;


 


(20)            Indebtedness
owed on a short-term basis of no longer than 30 days to any bank or other financial institution incurred in the ordinary course of business
with such bank or financial institution, which arises in connection with ordinary banking arrangements to manage cash balances of the
Issuer or any of its Restricted Subsidiaries;


 


(21)            Indebtedness
incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or
factoring of receivables for credit management purposes, in each case incurred, or undertaken in the ordinary course of business on arm’s
length, commercial terms on a recourse basis;


 






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


 


(23)            guarantees
incurred in the ordinary course of business in respect of obligations of (or to) suppliers, vendors, distributors, customers, franchisees,
lessors and licensees that, in each case, are non-Affiliates;


 


(24)            to
the extent constituting Indebtedness, obligations of the Issuer or a Restricted Subsidiary as seller or servicer under a Securitization
Facility and any guarantee by the Issuer or any Restricted Subsidiary of such Indebtedness; and


 


(25)            Indebtedness
incurred or Disqualified Stock issued by the Issuer or Indebtedness, Disqualified Stock or Preferred Stock incurred or issued by a Restricted
Subsidiary, in each case, to the extent that the net proceeds thereof are promptly deposited to defease, redeem, or satisfy, and discharge
the Notes in accordance with this Indenture.


 


(c)            For
purposes of determining compliance with this Section 4.09:


 


(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 (25) of
Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Issuer, in its sole discretion,
may divide and/or classify, or at any later time re-divide and/or reclassify, such item of Indebtedness, Disqualified Stock or Preferred
Stock (or any portion thereof) in any manner that complies with this Section 4.09; provided that all Indebtedness outstanding
(or deemed outstanding) under the Senior Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause
(1) of Section 4.09(b) hereof and shall not be reclassified;


 


(2)            the
Issuer will be entitled to divide and/or classify, or at any later time re-divide and/or reclassify, any item of Indebtedness in more
than one of the types of Indebtedness described in Section 4.09(a) and Section 4.09(b) hereof without giving pro
forma effect to the Indebtedness, Disqualified Stock, or Preferred Stock (or any portion thereof) incurred pursuant to Section 4.09(b) when
calculating the amount of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) that may be incurred pursuant to
Section 4.09(a);


 


(3)            any
guarantee of, or obligation in respect of any letter of credit relating to, Indebtedness that is otherwise included in the determination
of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that
the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this
Section 4.09; and


 






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(4)            in
connection with the incurrence or issuance, as applicable, of (x) revolving loan Indebtedness under this Section 4.09 or (y) any
commitment relating to the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock under this Section 4.09
and the granting of any Lien to secure such Indebtedness, the Issuer or applicable Restricted Subsidiary may designate such incurrence
or issuance and the granting of any Lien therefor as having occurred on the date of first incurrence of such revolving loan Indebtedness
or commitment (such date, the “Deemed Date”), and any related subsequent actual incurrence or issuance and granting
of such Lien therefor will be deemed for all purposes under this Indenture to have been incurred or issued and granted on such Deemed
Date, including for purposes of calculating the Fixed Charge Coverage Ratio, usage of any baskets under this Indenture (if applicable),
the Consolidated Secured Debt Ratio, the Consolidated Total Debt Ratio and EBITDA (and all such calculations on and after the Deemed Date
until the termination or funding of such commitment shall be made on a pro forma basis giving effect to the deemed incurrence or
issuance, the granting of any Lien therefor and related transactions in connection therewith).


 


(d)            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, as the case may be, of the same
class, and accretion or amortization of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result
of fluctuations in the exchange rate of currencies, will each not be deemed to be an incurrence or issuance of Indebtedness, Disqualified
Stock, or Preferred Stock, as the case may be, for purposes of this Section 4.09.


 


(e)            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 or incurred, in the case of revolving
credit debt (whichever yields the lower U.S. dollar equivalent); 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
(x) the principal amount of such Indebtedness being refinanced plus (y) the aggregate amount of fees, underwriting discounts,
premiums (including tender premiums) and other costs and expenses (including original issue discount, upfront fees, or similar fees) incurred
in connection with such refinancing.


 


(f)             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.


 


(g)            For
the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to secured Indebtedness
merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely
because it has a junior priority with respect to the same collateral.


 






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Section 4.10           Asset
Sales.


 


(a)            The
Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate, directly or indirectly, an 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 (at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and


 


(2)            except
in the case of a Permitted Asset Swap, at least 75.0% of the consideration for such Asset Sale, together with all other Asset Sales since
the Issue Date (on a cumulative basis), received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash
Equivalents; provided that the amount of:


 


(A)            any
liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto,
or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s
or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on or prior
to the date of such balance sheet, as determined by the Issuer) of the Issuer or such Restricted Subsidiary, other than liabilities that
are by their terms subordinated to the Notes, that are extinguished in connection with the transactions relating to such Asset Sale, or
that are assumed by the transferee (or any third party on behalf of such transferee) of any such assets or Equity Interests, in each case,
pursuant to a written agreement that 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 Equivalents, or by their terms are required to be satisfied for Cash Equivalents
(to the extent of the 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 the time outstanding,
not to exceed the greater of $104.2 million and 20% of EBITDA 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, in each case, be deemed to be Cash Equivalents for purposes
of this Section 4.10 and for no other purpose.


 






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(b)            Within
540 days after the receipt of the Net Cash Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply
the Net Cash Proceeds from such Asset Sale,


 


(1)            to
reduce:


 


(A)           Obligations
under Indebtedness of the Issuer or any Guarantor that is secured by a Lien (and, if such Indebtedness is revolving credit Indebtedness,
to correspondingly and permanently reduce commitments with respect thereto);


 


(B)            Obligations
under the Notes and/or other debt that is pari passu with the Notes in right of payment (and, if such Indebtedness is revolving credit
Indebtedness, to correspondingly and permanently reduce commitments with respect thereto); provided that if the Issuer or any Guarantor
shall so reduce Obligations under such Indebtedness, and if such reduction did not consist of a reduction in Obligations under the Notes
on an equal and ratable basis (or an offer to repurchase the Notes on an equal and ratable basis in accordance with Section 4.10(c) hereof),
then the Issuer shall equally and ratably reduce Obligations under the Notes by (i) redeeming the Notes as provided under Section 3.07
hereof, (ii) purchasing the Notes through open-market purchases or (iii) making an offer to all Holders of Notes to purchase
their Notes at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, on the amount of Notes that would otherwise
be prepaid, which offer shall be made in accordance with Section 4.10(c) hereof (including the provisions requiring an offer
to be made to holders of other debt that is pari passu with the Notes in right of payment); or


 


(C)            Indebtedness
of a Restricted Subsidiary that is not a Guarantor (and, if such Indebtedness is revolving credit Indebtedness, to correspondingly and
permanently reduce commitments with respect thereto);


 


(2)            to
reinvest in similar assets or in Royalty Assets (including any such assets that are acquired in accordance with the terms of the Indenture);
provided that the Issuer may elect to deem certain expenditures that would otherwise be permissible reinvestments but that occurred prior
to the receipt of the applicable proceeds from the Asset Sale as having been reinvested in accordance with the provisions of this clause
(2), but only to the extent such deemed expenditure shall have been made no earlier than the earlier of the execution of a definitive
agreement with respect to such Asset Sale or the consummation of the applicable Asset Sale; or


 






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(3)            any
combination of the foregoing;


 


provided
that, in the case of clause (2) above, a binding commitment entered into within 540 days after the Asset Sale shall be
treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Issuer or such Restricted
Subsidiary enters into such commitment with the good-faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment
within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later
cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, the Issuer or such Restricted
Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation
or termination; provided  further that, if any Second Commitment is later cancelled or terminated for any reason
before such Net Cash Proceeds are applied, then such Net Cash Proceeds shall constitute Excess Proceeds.


 


Notwithstanding the foregoing, to the extent that
(i) any of or all the Net Cash Proceeds of any Asset Sales by a Foreign Subsidiary (a “Foreign Disposition”) is
prohibited or delayed by applicable local law from being repatriated to the United States or (ii) the Issuer, in its sole discretion,
has determined in good faith that repatriation of any of or all of the Net Cash Proceeds of any Foreign Disposition would result in material
adverse tax consequences, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this
Section 4.10; provided that, within 540 days of the receipt of the Net Cash Proceeds of any Foreign Disposition, the Issuer
shall use commercially reasonable efforts to permit repatriation of such proceeds that would otherwise be subject to this Section 4.10
without violating applicable local law or incurring material adverse tax consequences, and, if such proceeds may be repatriated, within
such 540 day period, such proceeds shall be applied in compliance with this Section 4.10.


 


(c)            Any
Net Cash Proceeds from any Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) hereof
(it being understood that any portion of such net proceeds used to make an offer to purchase Notes, as described in Section 4.10(b)(1) hereof,
shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.”
When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer shall make an offer (an “Asset Sale Offer”)
to all Holders of the Notes and, if required by the terms of any other debt that is pari passu with the Notes in right of payment, to
the holders of such other debt that is pari passu with the Notes in right of payment, to purchase the maximum aggregate principal amount
of the Notes and such other debt that is pari passu with the Notes in right of payment that may be purchased out of the Excess Proceeds
at an offer price in cash in an amount equal to 100% of the principal amount thereof (or in the event such other debt that is pari passu
with the Notes in right of payment was issued with original issue discount, 100% of the accreted value thereof), 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 the agreements governing any such debt that is pari passu with the Notes in right of payment. The Issuer will commence
an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $10.0 million by
delivering the notice required pursuant to the terms of this Indenture, with a copy to the Trustee and Paying Agent. The Issuer may satisfy
the foregoing obligations with respect to any Net Cash Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such
Net Cash Proceeds prior to the expiration of the relevant 540 days (or such longer period provided above) or with respect to Excess Proceeds
of $10.0 million or less.


 






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To the extent that the aggregate amount of Notes
and, if applicable, other debt that is pari passu with the Notes in right of payment, tendered pursuant to an Asset Sale Offer is less
than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds (“Declined Proceeds”) for any purpose not
otherwise prohibited under this Indenture. If the aggregate principal amount of Notes and, if applicable, debt that is pari passu with
the Notes in right of payment surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Issuer shall select the Notes
and such debt that is pari passu with the Notes in right of payment to be purchased on a pro rata basis based on the accreted value or
principal amount of the Notes or such debt that is pari passu with the Notes in right of payment tendered with adjustments as necessary
so that no Notes or such debt that is pari passu with the Notes in right of payment will be purchased in part in an unauthorized denomination.
Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds that resulted in the Asset Sale Offer shall be reset to zero
(regardless of whether there are any remaining Excess Proceeds upon such completion). Upon consummation or expiration of any Asset Sale
Offer, any remaining Net Cash Proceeds shall not be deemed Excess Proceeds and the Issuer may use such Net Cash Proceeds for any purpose
not otherwise prohibited under this Indenture. An Asset Sale Offer may be made at the same time as consents are solicited with respect
to an amendment, supplement or waiver of this Indenture, the Notes or the Guarantees (but the Asset Sale Offer may not condition tenders
on the delivery of such consents).


 


(d)            Pending
the final application of any Net Cash Proceeds pursuant to this Section 4.10, the holder of such Net Cash Proceeds may apply such
Net Cash Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Cash Proceeds
in any manner not prohibited by this Indenture.


 


(e)            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 provisions of this Indenture, the Issuer will
comply with the applicable securities laws and regulations and shall be deemed not to have breached its obligations described in this
Indenture by virtue thereof.


 


Section 4.11           Transactions
with Affiliates. (a) The Issuer will not, and will 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 $10.0 million, unless:


 


(1)            such
Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its 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; and


 


(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 $35.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving
such Affiliate Transaction and an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of
this Section 4.11(a).


 






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(b)            The
provisions of Section 4.11(a) will not apply to the following:


 


(1)            transactions
between or among the Issuer or any of its Restricted Subsidiaries;


 


(2)            Restricted
Payments permitted by Section 4.07 hereof (including any payments that are exceptions to the definition of Restricted Payments set
forth in clauses (I) through (IV) of Section 4.07(a)) and the definition of “Permitted Investments”;


 


(3)            the
payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements
provided on behalf of or for the benefit of, current or former officers, directors, employees, members of management or consultants of
the Issuer, any of its Restricted Subsidiaries or any of its direct or indirect parent companies;


 


(4)            transactions
in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter addressed to the Issuer
or any of its direct or indirect parent companies or the Board of Directors of the Issuer or any of its direct or indirect parent companies,
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 to the Issuer or its 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;


 


(5)            any
agreement or arrangement as in effect as of the Issue Date, and any transaction pursuant thereto or contemplated thereby, or any amendment,
modification or supplement thereto or replacement thereof (so long as any such amendment, modification, supplement or replacement is not
disadvantageous to the Holders in any material respect when taken as a whole as compared to the applicable agreement or arrangement as
in effect on the Issue Date as reasonably determined by the Issuer in good faith);


 


(6)            (a) transactions
with customers, clients, suppliers or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course
of business 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 Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time
from an unaffiliated party or (b) payments to or from, and transactions with, any joint venture partner or joint venture or Unrestricted
Subsidiaries entered into in the ordinary course of business or consistent with past practice;


 


(7)            the
sale or issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any director, officer, employee or consultant of
the Issuer, any of its Restricted Subsidiaries or any of its direct or indirect parent companies;


 






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(8)            sales
of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization
Facility;


 


(9)            (a) loans
or advances or guarantees in respect thereof (or cancellation of loans, advances or guarantees) to any future, present, or former director,
officer, employee, member of management, or consultant (or the estate, heirs, family members, spouse, former spouse, domestic partner,
or former domestic partner of any of the foregoing) of the Issuer, any of its Restricted Subsidiaries or any of its direct or indirect
parent companies or otherwise made on behalf of the Issuer or any of its Restricted Subsidiaries that are, in each case, approved by the
Issuer in good faith, and (b) payments to, and transactions with, any future, present, or former director, officer, employee, member
of management or consultant of the Issuer, any of its Restricted Subsidiaries or any of its direct or indirect parent companies pursuant
to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription
or shareholder agreement that is, in each case, approved by the Issuer in good faith; and any employment agreement, stock option plan
and other compensatory arrangement (and any successor plan thereto) and any supplemental executive retirement benefit plan or arrangement
with any such director, officer, employee, member of management, or consultant that is, in each case, approved by the Issuer in good faith;


 


(10)          payments
by the Issuer (and any direct or indirect parent company of the Issuer) and its Subsidiaries pursuant to tax sharing agreements among
the Issuer (and any such direct or indirect parent company of the Issuer) and its Subsidiaries;


 


(11)          any
guarantee by any direct or indirect parent company of the Issuer of Indebtedness of the Issuer or any Guarantor that was permitted by
this Indenture;


 


(12)          any
transaction with a Person that would constitute an Affiliate Transaction solely because the Issuer or any of its Restricted Subsidiaries
directly or indirectly owns an Equity Interest in or otherwise controls such Person;


 


(13)          any
lease entered into in the ordinary course of business between the Issuer or any Restricted Subsidiary, on the one hand, and any Affiliate
of the Issuer, on the other hand, which is approved by the Issuer in good faith;


 


(14)          intellectual
property licenses in the ordinary course of business;


 


(15)          any
contribution to the Capital Stock of the Issuer;


 


(16)          transactions
between the Issuer or any Restricted Subsidiary and any Person that is an Affiliate of the Issuer or any Restricted Subsidiary solely
because a director of such Person, any of its Subsidiaries or any direct or indirect parent company of such Person is also a director
of the Issuer, any of its Subsidiaries, or any direct or direct parent company of the Issuer; provided that, such director abstains
from voting as a director of the Issuer, such Restricted Subsidiary, or such parent company of the Issuer, as the case may be, on any
such transaction;


 






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(17)          transactions
with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of the Issuer, any of its Subsidiaries or any
of its direct or indirect parent companies, so long as such transaction is with all holders of such class (and there are non-Affiliate
holders) and such Affiliates are treated no more favorably than all other holders of such Indebtedness or Equity Interests generally;


 


(18)          pledges
of Equity Interests of any Unrestricted Subsidiary;


 


(19)          the
Reorganization Transactions, all transactions in connection therewith, including the financing thereof, the entry into and performance
of all related agreements and the payment of all expenses related thereto.


 


Section 4.12           Liens.
The Issuer shall not, and shall not permit any Subsidiary Guarantor to, directly or indirectly, create, incur or assume any Lien that
secures obligations under any Indebtedness or any related guarantee of Indebtedness, on any asset, property or right of the Issuer or
any Subsidiary Guarantor, unless either (a) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees
are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or (b) in the case of Liens
securing Indebtedness other than Subordinated Indebtedness, the Notes and related Guarantees are equally and ratably secured, except
that nothing in this paragraph shall apply to or restrict Permitted Liens.


 


Any Lien created for the benefit of the Holders
of the Notes pursuant to the preceding paragraph shall provide by its terms that such Lien shall be deemed automatically and unconditionally
released and discharged upon (a) the release by the holders of the Indebtedness described in the preceding paragraph of their Lien
on the property or assets of the Issuer or any Subsidiary Guarantor (including any deemed release upon payment in full of all obligations
under such Indebtedness (except upon foreclosure or default of such Indebtedness)), (b) any sale, exchange or transfer to any Person
other than the Issuer or any Guarantor of the property or assets secured by such Lien, or of all of the Capital Stock held by the Issuer
or any Guarantor in, or all or substantially all the assets of, any Subsidiary Guarantor creating such Lien, in each case, in accordance
with the terms of this Indenture, (c) payment in full of the principal of, and accrued and unpaid interest, if any, on the Notes,
or (d) a defeasance or discharge of the Notes in accordance with Article VIII or Article XI hereof.


 


With respect to any Lien securing Indebtedness
that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to
secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the
amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, amortization of original issue
discount, the payment of interest in the form of additional Indebtedness, accretion or amortization of original issue discount of liquidation
preference, and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies
or increases in the value of property securing Indebtedness.


 






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For purposes of determining compliance with this
Section 4.12, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens but may be incurred under
any combination of such categories (including in part under one such category and in part under any one or more of such other such categories)
and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories, the Issuer, in its
sole discretion, may divide and/or classify, or at any later time re-divide and/or reclassify, such Lien (or any portion thereof) in any
manner that complies with this Section 4.12 and the definition of “Permitted Liens.”


 


Section 4.13           [Reserved].


 


Section 4.14           Offer
to Repurchase Upon Change of Control. (a) If a Change of Control occurs, unless the Issuer has previously sent a redemption
notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase
all of the Notes pursuant to the offer described below (a “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 Record Date to receive interest due
on the relevant Interest Payment Date. Within 30 days following any Change of Control, except to the extent that the Issuer has exercised
its rights to redeem all the outstanding Notes pursuant to Section 3.07 hereof, the Issuer shall send notice of such Change of Control
Offer electronically or by first-class mail, with a copy to the Trustee and Paying Agent, to each Holder at the address of such Holder
appearing in the Note Register or otherwise in accordance with the Applicable Procedures with the following information:


 


(1)            that
a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change
of Control Offer will be accepted for payment by the Issuer;


 


(2)            the
purchase price and the purchase date, which will be no earlier than 10 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 in accordance with clause (c) of this Section 4.14;


 


(3)            that
any Note not properly tendered will 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 will 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, 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 fourth Business Day prior to the Change of Control Payment
Date, an electronic transmission, or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered
for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;


 






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(7)            that
Holders (other than Holders of a Global Note) whose Notes are being purchased only in part will be issued new Notes and such new Notes
will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of any Note must be equal
to at least $2,000 or any integral multiple of $1,000 in excess thereof;


 


(8)            if
such notice is sent prior to the occurrence of a Change of Control, a statement that the Change of Control Offer is conditional on the
occurrence of such Change of Control and, if applicable, a statement that, in the Issuer’s discretion, the Change of Control Payment
Date may be delayed until such time as the Change of Control shall have occurred, or that such purchase may not occur and such notice
may be rescinded in the event the Change of Control shall not have occurred by the Change of Control Payment Date, or by the Change of
Control Payment Date as so delayed; and


 


(9)            the
other instructions, as determined by the Issuer, consistent with this Section 4.14 described hereunder, that a Holder must follow.


 


The notice, if delivered electronically, mailed
or caused to be mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice as provided herein or any defect in the notice to the Holder of any Note designated
for purchase shall not affect the validity of the proceedings for the purchase of any other Note.


 


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 be deemed not to have breached its obligations under this Indenture by virtue thereof.


 


(b)            On
the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,


 


(1)            accept
for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;


 


(2)            have
deposited with the Paying Agent by 11:00 a.m. (New York Time) 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 stating that
such Notes or portions thereof have been tendered to and purchased by the Issuer.


 






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(c)            The
Issuer shall not be required to make a Change of Control Offer following a Change of Control if (i) 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 or (ii) in connection with or in contemplation of any such Change of Control, the Issuer (or any Affiliate thereof) has made
an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than
the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. Additionally,
the Issuer will not be required to make a Change of Control Offer if the Issuer has previously issued a notice of redemption for all of
the Notes pursuant to Section 3.07 hereof. Notwithstanding anything to the contrary herein, a Change of Control Offer or Alternate
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 making of the Change of Control Offer or Alternate Offer, and the Change of Control Payment Date
may be extended automatically until such Change of Control occurs. A Change of Control Offer or Alternate Offer may be made at the same
time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, the Notes and/or Guarantees (but
the Change of Control Offer may not condition tenders on the delivery of such consents).


 


(d)            Other
than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the
provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption” and similar
words shall be deemed to refer to “purchase,” “repurchase” and similar words, as applicable.


 


Section 4.15         Limitation
on Guarantees of Indebtedness by Restricted Subsidiaries. The Issuer shall not permit any Restricted Subsidiary, other than a Guarantor,
to guarantee the payment of any Indebtedness under the Senior Credit Facilities unless such Restricted Subsidiary within 45 days of such
guarantee executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto,
providing for a Guarantee by such 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 addition, the Issuer may elect, in its
sole discretion, to cause any direct or indirect parent company of the Issuer to guarantee the Notes, and, for the avoidance of doubt,
any direct or indirect parent company of the Issuer that may guarantee the Notes in the future shall not be subject to any of the covenants
or restrictions of this Indenture. Any guarantee of the Notes provided by any direct or indirect parent company of the Issuer may be released
at any time in the Issuer’s sole discretion.


 


Section 4.16         Suspension
of Covenants.


 


(a)            If
on any date following the Issue Date (i) the Notes have Investment Grade Ratings from any two of the Rating Agencies and (ii) no
Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and
(ii) being collectively referred to as a “Covenant Suspension Event”) then, beginning on that day (the “Suspension
Date”) and continuing until the Reversion Date, hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10
hereof, Section 4.11 hereof, Section 4.15 hereof and clause (4) of Section 5.01(a) hereof shall not be applicable
to the Notes (collectively, the “Suspended Covenants”).


 






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(b)            During
any period that the Suspended Covenants have been suspended, the Issuer may not designate any of their Subsidiaries as Unrestricted Subsidiaries
pursuant to the second sentence of the definition of “Unrestricted Subsidiary.”


 


(c)            In
the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period
as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the Notes do not carry an Investment
Grade Rating from at least one Rating Agency, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the
Suspended Covenants under this Indenture with respect to events occurring on or after the Reversion Date unless and until there shall
be a new Suspension Date. The period between a Suspension Date and a Reversion Date is referred to in this Section 4.16 as a “Suspension
Period.” The Guarantees of the Guarantors will be suspended during the Suspension Period. Additionally, upon the occurrence
of a Covenant Suspension Event, the amount of Excess Proceeds from Net Cash Proceeds shall be reset to zero.


 


(d)            During
any Suspension Period, the Issuer and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for in Section 4.12
hereof (including Permitted Liens) and any Permitted Liens that refer to one or more Suspended Covenants shall be interpreted as though
such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for Section 4.12 hereof).


 


Notwithstanding the foregoing, in the event of
any reinstatement of the Suspended Covenants, no action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries
prior to such reinstatement will 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 after such reinstatement, the amount of Restricted Payments made will be calculated
as though Section 4.07 had been in effect prior to, but not during, the Suspension Period; (2) all Indebtedness incurred, or
Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant
to Section 4.09(b)(3); (3) all Liens incurred during the Suspension Period will be classified to have been incurred under clause
(7) of the definition of “Permitted Liens”; (4) any Affiliate Transaction entered into after such reinstatement
pursuant to all agreements and arrangements entered into during any Suspension Period shall be deemed to be permitted pursuant to Section 4.11(b)(5) hereof;
(5) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described
in clauses (1) through (3) of Section 4.08(a) hereof that becomes effective during any Suspension Period shall be
deemed to be permitted pursuant to Section 4.08(b)(1) hereof; and (6) no Subsidiary of the Issuer shall be required to
comply with Section 4.15 hereof after such reinstatement with respect to any guarantee entered into by such Subsidiary during any
Suspension Period.


 


In addition, for purposes of clause (3) of
Section 4.07(a) hereof, all events set forth in such clause (3) occurring during a Suspension Period shall be disregarded
for purposes of determining the amount of Restricted Payments the Issuer or any Restricted Subsidiary is permitted to make pursuant to
such clause (3).


 






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On and after each Reversion Date, the Issuer and
its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period,
so long as such contract and such consummation would have been permitted during such Suspension Period.


 


(e)            The
Issuer shall notify the Trustee of the occurrence of any Covenant Suspension Event and any Reversion Date; provided that such
notification shall not be a condition for the suspension of the Suspended Covenants to be effective; provided further
that the Trustee shall be under no obligation to monitor the ratings of the Notes, determine or verify the Issuer’s determination
of the occurrence of any Covenant Suspension Event or Reversion Date or inform Holders of any of the foregoing.


 


Section 4.17         [Reserved.]


 


Section 4.18         Activities
Prior to Escrow Release. Prior to the IPO Closing Date, the Issuer shall not:


 


(a)            conduct,
transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental
to its existence or incidental to its issuance of the Notes and the performance of its obligations under the Notes, this Indenture, the
Escrow Agreement, any purchase agreement relating to the offering of the Notes (or joinder thereto) or the Reorganization Transactions,
as applicable;


 


(b)            establish
any Subsidiaries other than pursuant to the Reorganization Transactions;


 


(c)            incur,
create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations (other than Indebtedness, liabilities
or financial obligations (i) relating to the Notes issued on the Issue Date, this Indenture, the Escrow Agreement or any purchase
agreement relating to the offering, (ii) the Senior Credit Facilities, or (iii) incidental to the Issuer’s existence or
otherwise relating to acting as the Issuer of the Notes; or


 


(d)            own,
lease, manage or otherwise operate any properties or assets (including cash and cash equivalents) other than the Escrowed Property, its
rights under this Indenture, the Escrow Agreement or any purchase agreement relating to the offering, or other properties or assets that
are incidental to the Issuer’s existence or the incidental to activities described in clauses (a), (b) and (c) above or
de minimis in amount.


 


For the avoidance of doubt, this Section 4.18
(other than this sentence) shall no longer apply once the IPO Closing Date has occurred.


 






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Article V

SUCCESSORS


 


Section 5.01           Merger,
Consolidation or Sale of All or Substantially All Assets.


 


(a)           The
Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign,
transfer, lease, convey, consummate a Division as the Dividing Person 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) in
the case of a Division where the Issuer is the Dividing Person, either (x) all Division Successors shall become co-Issuer of the
Notes (this clause (x), a “Permitted Co-Issuer Division”) or (y) the Division, as to any Division Successor that
will not be a co-issuer, is permitted by Section 4.10 hereof and (b) the Issuer is the surviving Person or the Person formed
by or surviving any such consolidation, merger, Division or wind-up (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, the District of Columbia, or any territory thereof(such Person, as
the case may be, being herein called the “Successor Company”);


 


(2)           the
Successor Company, if other than the Issuer expressly assumes all the obligations of the Issuer under this Indenture and the Notes pursuant
to supplemental indentures or other documents or instruments;


 


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


 


(4)           only
in the case of the Issuer, immediately after giving pro forma effect to such transaction and any related financing or debt reduction
transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,


 


(A)          the
Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test set
forth in Section 4.09(a) hereof, or


 


(B)          the
Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries would be equal to or greater than the Fixed Charge
Coverage Ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction;


 


(5)           each
Subsidiary Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof
shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this
Indenture and the Notes; and


 


(6)           the
Successor Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, wind up, sale, assignment, transfer, lease, conveyance or other disposition and such supplemental indentures, if
any, comply with this Indenture; provided that the Trustee shall be under no obligation to inform Holders of the occurrence of any such
consolidation, merger, wind-up, sale, assignment, transfer, lease, conveyance or other disposition.


 






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(b)           The
Successor Company, if not the Issuer will succeed to, and be substituted for, the Issuer under this Indenture and the Notes and in such
event the Issuer will automatically be released and discharged from its obligations under this Indenture and the Notes.


 


Notwithstanding clauses (3) and (4) of
Section 5.01(a) hereof,


 


(1)            any
Restricted Subsidiary may consolidate or merge with or into or wind up into or transfer all or part of its properties and assets to the
Issuer or any Subsidiary Guarantor, and


 


(2)            the
Issuer may merge with an Affiliate thereof solely for the purpose of reorganizing the Issuer in another state of the United States, the
District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is
not materially increased thereby.


 


(c)            Subject
to Section 10.06 hereof, on and following the Issue Date, no Subsidiary Guarantor will, and the Issuer will not permit any Subsidiary
Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or
sell, assign, transfer, lease, convey, consummate a Division as the Dividing Person, 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
Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, merger, Division, or wind-up
(if other than such Subsidiary Guarantor) 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 such Subsidiary Guarantor or the laws
of the United States, any state thereof, the District of Columbia, or any territory thereof(such Person being herein called the “Successor
Person”);


 


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


 


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


 


(D)          the
Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, wind up, sale, assignment, transfer, lease, conveyance, Division, or other disposition and such supplemental indentures, if any,
comply with this Indenture; or


 






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(2)            the
transaction is made in compliance with Section 4.10 hereof.


 


(d)           Subject
to Section 10.06 hereof, the Successor Person will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture
and such Subsidiary Guarantor’s Guarantee and in such event such Subsidiary Guarantor will automatically be released and discharged
from its obligations under this Indenture and its Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may (1) consolidate
or merge with or into or wind up into, or transfer all or part of its properties and assets, including by means of a Division, to the
Issuer or any Subsidiary Guarantor, (2) merge with an Affiliate of the Issuer solely for the purpose of reorganizing such Subsidiary
Guarantor in another jurisdiction so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased
thereby and so long as the surviving entity (if not the Subsidiary Guarantor) assumes all of the Subsidiary Guarantor’s obligations
under its Guarantee in connection with such reorganization, (3) convert into a corporation, partnership, limited partnership, limited
liability company or trust organized or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor or (4) liquidate
or dissolve or change its legal form if 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 Section 5.01(c) hereof.


 


(e)           Notwithstanding
anything herein to the contrary, this Section 5.01 shall not apply to any consolidation, merger or winding up or any sale, assignment,
transfer, conveyance, lease or other disposition of assets between or among the Issuer and its Restricted Subsidiaries.


 


(f)            Notwithstanding
anything in this Section 5.01, any Restricted Subsidiary that is a limited liability company may consummate a Division as the Dividing
Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Restricted
Subsidiaries at such time, or, with respect to assets not so held by one or more Restricted Subsidiaries, such Division, in the aggregate,
would otherwise result in an Asset Sale permitted by Section 4.10 hereof.


 


Section 5.02           Successor
Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of
all or substantially all of the assets of the Issuer or a Subsidiary Guarantor in accordance with Section 5.01 hereof, the successor
Person formed by such consolidation or into or with which the Issuer or such Subsidiary Guarantor, as applicable, is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from
and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring
to the Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor Person and not to such the Issuer or such
Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer or such Subsidiary Guarantor, as applicable,
under this Indenture with the same effect as if such successor Person had been named as the Issuer or a Guarantor, as applicable, herein;
provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of, premium, if any, and interest
on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s assets that
meets the requirements of Section 5.01 hereof.


 






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Article VI

DEFAULTS AND REMEDIES


 


Section 6.01            Events
of Default. An “Event of Default” means 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 of such failure given by the Trustee or the Holders of not
less than 30% in principal amount of the Notes then outstanding (with a copy to the Trustee) to comply with any of its obligations, covenants
or agreements contained in this Indenture or the Notes (other than a default referred to in clauses (1) and (2) above);


 


(4)            default
under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for
money borrowed by the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together would constitute
a Significant Subsidiary) or the payment of which is guaranteed by the Issuer or any Significant Subsidiary (or any group of Restricted
Subsidiaries that taken together would constitute a Significant Subsidiary), 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 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,
aggregate $100.0 million or more at any time outstanding;


 


(5)            failure
by the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together would constitute a Significant
Subsidiary) to pay final judgments aggregating in excess of $100.0 million (net of any amounts which are covered by independent third-party
insurance), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes
final, 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;


 






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


 


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


 


(ii)          consents
to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under applicable Bankruptcy law;


 


(iii)         consents
to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially
all of its property;


 


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


 


(v)          generally
is not paying its debts as they become due;


 


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


 


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


 


(ii)          that
appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any Significant Subsidiary
(or any group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary), or for all or substantially all
of the property of the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute
a Significant Subsidiary); or


 


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


 


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


 


(8)            the
Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any
responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under
its Guarantee or gives 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.


 






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Section 6.02          Acceleration.
If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 hereof) occurs and
is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then-outstanding Notes by written
notice to the Issuer (with a copy to the Trustee if given by the Holders) 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; provided that, so long as any Indebtedness
permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall
be effective until the earlier of:


 


(1)            acceleration
of any such Indebtedness under the Senior Credit Facilities; or


 


(2)            five
Business Days after the giving of written notice of such acceleration by the Trustee or any Holder to the Issuer and the administrative
agent with respect to the Senior Credit Facilities.


 


Upon the effectiveness of any declaration of acceleration,
the principal and interest on the Notes shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes
if in the best judgment of the Trustee acceleration is not in the interests of the Holders of the Notes.


 


Notwithstanding the foregoing, in the case of an
Event of Default arising under clause (6) or (7) of Section 6.01 hereof, all outstanding Notes shall be due and payable
immediately without further action or notice.


 


In the event of any Event of Default specified
in clause (4) of Section 6.01 hereof, 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;


 


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


 


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


 


Section 6.03          Other
Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal,
premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.


 


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


 






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Section 6.04          Waiver
of Past Defaults. Holders of a majority in aggregate principal amount of the then-outstanding Notes by written notice to the Trustee
(with a copy to the Issuer; provided that any waiver or rescission under this Section 6.04 shall be valid and binding notwithstanding
the failure to provide a copy of such notice to the Issuer) may on behalf of the Holders of all of the Notes waive any existing Default
or Event of Default and its consequences under this Indenture (except a continuing Default in the payment of the principal of, premium,
if any, or interest on, any Note held by a non-consenting Holder) (including in connection with an Asset Sale Offer or Change of Control
Offer) and rescind any acceleration with respect to the Notes and its consequences (except if such rescission would 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 impair any right consequent thereto.


 


Section 6.05          Control
by Majority. Holders of a majority in principal amount of the then-outstanding Notes may 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 that would involve the Trustee in personal liability (it being understood that the Trustee does not have
an affirmative duty to determine whether any such actions are prejudicial to any Holders).


 


Section 6.06          Limitation
on Suits. Subject to Section 6.07 hereof, no Holder may 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 principal amount of the then-outstanding Notes have requested the Trustee to pursue the remedy;


 


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


 


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


 


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


 


Notwithstanding anything in this Indenture to the
contrary, a notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration
with respect to the Notes may not be given by the Trustee or the Holders of the Notes (or any other action taken on the assertion of any
Default) with respect to any action taken, and reported publicly or to Holders of the Notes, more than two years prior to such notice
of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or notice of acceleration (or other action).


 






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Any notice of any continuing Default or Event of
Default, notice of acceleration or instruction to the Trustee to provide a notice of Default or Event of Default, notice of acceleration
or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing
Holder”) must be accompanied by a written representation from each such Holder of Notes delivered to the Issuer and the Trustee
that such Holder is not (or, in the case such Holder is DTC, or its nominee, that such Holder is being instructed solely by beneficial
owners that have represented to such Holder that they are not) Net Short (a “Position Representation”), which representation,
in the case of a Noteholder Direction relating to the delivery of a notice of Default or Event 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 noteholder’s Position Representation
within five Business Days of request therefor (a “Verification Covenant”). In any case in which the noteholder is DTC,
or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the
Notes in lieu of DTC, or its nominee, and DTC 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 Officers’ Certificate stating
that the Issuer has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was,
at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable
Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such
Event of Default shall be automatically reinstituted and any remedy stayed pending a final and nonappealable determination of a court
of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes,
the Issuer provides to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant,
the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that
resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such
Verification Covenant. Any breach of the Position Representation shall result in such noteholder’s participation in such Noteholder
Direction being disregarded; and, if, without the participation of such noteholder, the percentage of Notes held by the remaining noteholders
that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction
shall be void ab initio (other than any indemnity or security such Directing Holder may have offered the Trustee), 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.


 






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Notwithstanding anything in the preceding two paragraphs
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 the 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 Officers’ 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. The Trustee shall have no liability to
the Issuer, any noteholder or any other Person in acting in good faith on a Noteholder Direction. A Position Representation may be substantially
in the form of Exhibit E hereto with such other changes and information as reasonably requested by the Issuer and the Trustee,
if applicable.


 


A Holder may not use this Indenture to prejudice
the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not
have an affirmative duty to ascertain whether or not any action is unduly prejudicial to such Holders).


 


Section 6.07          Rights
of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive
payment of principal of, premium, if any, and interest on the Note, on or after the respective due dates expressed or provided for in
the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder. For the avoidance of doubt, no amendment to, deletion of, or waiver with respect to any of the covenants
or provisions of Article III or Article IV hereof shall be deemed to impair or affect any rights of Holders to receive payment
of principal of, or premium, if any, or interest on, the Notes (provided such amendment, deletion or waiver is made or given in accordance
with Article IX hereof).


 


Section 6.08          Collection
Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee
is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal
of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest
and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


 


Section 6.09          Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture
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 proceedings, the Issuer, 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 has been instituted.


 






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Section 6.10           Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Notes in Section 2.07 hereof, 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 6.11           Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder 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 VI 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 6.12           Trustee
May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer (or any
other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate
as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.


 


Section 6.13           Priorities.
If the Trustee or any Agent collects any money or property pursuant to this Article VI, it shall pay out the money or property in
the following order:


 


(i)             to
the Trustee or any Agent (other than the Issuer or its Subsidiaries), their agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or any Agent and
the costs and expenses of collection;


 






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


 


(iii)           to
the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.


 


The Trustee may fix a record date and payment date for any payment
to Holders of Notes pursuant to this Section 6.13.


 


Section 6.14           Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking
to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by
Holders of more than 10% in principal amount of the then-outstanding Notes.


 


Article VII

TRUSTEE


 


Section 7.01           Duties
of Trustee.


 


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


 


(b)            Except
during the continuance of an Event of Default actually known to a Responsible Officer of the Trustee:


 


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


 


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


 






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


 


(i)             this
paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


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


 


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


 


(d)           Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section 7.01 and Section 7.02(f) hereof.


 


(e)           The
Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of
the Holders of the Notes unless the Holders have offered, and if requested, provided to the Trustee indemnity, security and/or prefunding,
satisfactory to the Trustee, against any loss, liability, claim, or expense.


 


(f)            Neither
the Trustee nor the Paying Agent shall be liable for interest on any money received by it except as the Trustee or Paying Agent may agree
in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by
law.


 


Section 7.02           Rights
of Trustee.


 


(a)           The
Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document, 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 and the Restricted Subsidiaries, personally
or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such
inquiry or investigation.


 


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


 






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


 


(d)           The
Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights
or powers conferred upon it by this Indenture.


 


(e)           Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from an Issuer shall be sufficient if signed
by an Officer of the Issuer.


 


(f)            None
of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial
or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have grounds
for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.


 


(g)           The
Trustee shall not be deemed to have notice of any matter (including any Default or Event of Default) unless a Responsible Officer of the
Trustee has actual knowledge thereof or unless written notice thereof is received by the Trustee at the Corporate Trust Office of the
Trustee from an Issuer or any other obligor on the Notes, or from any Holder, and such notice references the Notes and this Indenture.


 


(h)           In
no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any
kind whatsoever (including 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.


 


(i)            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, and each Agent (other than the Issuer or any Subsidiary
acting as Agent), custodian and other Person employed to act hereunder.


 


(j)            The
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


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


 


(l)            The
Trustee will not be liable to the Holders if prevented or delayed in performing any of its obligations or discretionary functions under
this Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances
beyond its control.


 


(m)          No
provision of this Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or contrary to applicable law
or regulation.


 






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(n)          The
Trustee may retain counsel at the expense of the Issuer to assist it in performing its duties under this Indenture. The Trustee may consult
with such counsel, and the advice or opinion of such counsel relating to this Indenture and the Notes shall be full and complete authorization
and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with
the advice or opinion of such counsel.


 


(o)          The
Issuer and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may, by notice in writing
to the Issuer and the Agents, require that the Agents (other than to the extent the Issuer or a Subsidiary is acting as an agent) act
as agents of, and take instructions exclusively from, the Trustee. Prior to receiving such written notice from the Trustee, the Agents
shall be agents of the Issuer and need have no concern for the interests of the Holders.


 


(p)          The
Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture or the Notes.


 


Section 7.03          Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that
the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days or resign. Any Agent may do the same with
like rights and duties. The Trustee is also subject to Section 7.10 hereof.


 


Section 7.04          Trustee’s
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture
or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or
upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate
of authentication.


 


Section 7.05          Notice
of Defaults. If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee
shall electronically deliver or mail to Holders of Notes a notice of the Default within 90 days after it is known to a Responsible Officer
of the Trustee, unless such Default shall have been waived or cured. Except in the case of a Default relating to the payment of principal,
premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as
it determines in good faith that withholding the notice is in the interests of the Holders of the Notes.


 


Section 7.06          May Hold
Notes. The Trustee, any Agent, 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, subject to TIA Sections 310(b) and 311, may otherwise deal with the Issuer with the same
rights it would have if it were not the Trustee, Agent, or such other agent; provided, however, that, if it acquires any
conflicting interest, it must eliminate such conflict within 90 days or resign.


 






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Section 7.07          Compensation
and Indemnity. The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services
hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. In the event of being requested by the Issuer to undertake duties which the Trustee reasonably
determines to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee, or in the event the Trustee
is obligated to take actions under Article VI hereof, the Issuer shall pay to the Trustee additional reasonable remuneration. The
Issuer shall reimburse the Trustee promptly upon request for all disbursements, advances and expenses properly incurred or made by it
in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee’s agents and counsel.


 


The Issuer and the Guarantors, jointly and severally,
shall indemnify the Trustee and its officers, directors, employees, agents and any predecessor trustee and its officers, directors, employees
and agents for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including reasonable attorneys’
fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties
hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including
this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer, any Guarantor or any other Person,
or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify
the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the
Issuer or the Guarantors of their obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and
the Issuer shall pay the reasonable fees and expenses of such counsel. Neither the Issuer nor any Guarantor need reimburse any expense
or indemnify against any loss, liability, claim, or expense incurred by the Trustee through the Trustee’s own willful misconduct
or negligence, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Neither the Issuer nor any Guarantor
need pay for any settlement made without its consent, which consent shall not be unreasonably withheld.


 


The obligations of the Issuer and the Guarantors
under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the
Trustee.


 


Notwithstanding the provisions of Section 4.12
hereof, to secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior
to the Notes on all money or property held or collected by the Trustee, except money or property held in trust to pay principal and interest
on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.


 


When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy
Law.


 






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For the avoidance of doubt, the rights, privileges,
protections, immunities and benefits given to the Trustee in this Section 7.07, including its right to be indemnified, are extended
to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and by each agent (including the Agents), custodian
and other Person employed to act hereunder.


 


Section 7.08         Replacement
of Trustee or Agents. A resignation or removal of the Trustee or an Agent and appointment of a successor Trustee or successor Agent,
as the case may be, shall become effective only upon the successor Trustee’s or successor Agent’s, as the case may be, acceptance
of appointment as provided in this Section 7.08. The Trustee or an Agent may resign in writing at any time by so notifying the Issuer.
The Holders of a majority in principal amount of the then-outstanding Notes may remove the Trustee or an Agent by so notifying the Trustee,
such Agent and the Issuer, as the case may be, in writing. The Issuer may remove the Trustee and any Agent, as the case may be, if:


 


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


 


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


 


(C)           a
custodian or public officer takes charge of the Trustee, an Agent or their respective property;


 


(D)           the
Trustee or an Agent becomes incapable of acting; or


 


(E)           the
Trustee is not in compliance with TIA Section 310(b); provided, however, that there shall be excluded from the operation
of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation
in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are
met.


 


If the Trustee or an Agent resigns or is removed
or if a vacancy exists in the office of the Trustee or an Agent for any reason, the Issuer shall promptly appoint a successor Trustee
or Agent, as the case may be. Within one year after the successor Trustee or Agent, as the case may be, takes office, the Holders of a
majority in principal amount of the then-outstanding Notes may appoint a successor Trustee or Agent, as the case may be, to replace the
successor Trustee or Agent, as the case may be, appointed by the Issuer.


 


If a successor Trustee or Agent does not take office
within 60 days after the retiring Trustee or Agent resigns or is removed, (i) the retiring Trustee or Agent, as the case may be,
the Issuer or the Holders of at least 10% in principal amount of the then-outstanding Notes may petition any court of competent jurisdiction
for the appointment of a successor Trustee or Agent, at the expense of the Issuer or (ii) the retiring Trustee or Agent may appoint
a successor Trustee or Agent, as the case may be, at any time prior to the date on which a successor Trustee or Agent, as the case may
be, takes office; provided that such appointment shall be satisfactory to the Issuer.


 


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


 






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A successor Trustee or Agent shall deliver a written
acceptance of its appointment to the retiring Trustee or Agent, as the case may be, and to the Issuer. Thereupon, the resignation or removal
of the retiring Trustee or Agent shall become effective, and the successor Trustee or Agent, as the case may be, shall have all the rights,
powers and duties of the Trustee or Agent, as the case may be, under this Indenture. The successor Trustee or Agent shall electronically
deliver or mail a notice of its succession to Holders. The retiring Trustee or Agent shall promptly transfer all property held by it as
Trustee or Agent to the successor Trustee or Agent, as the case may be; provided all sums owing to the Trustee hereunder have been
paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee or Agent pursuant to
this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee
or Agent.


 


Section 7.09         Successor
Trustee by Merger, etc. If the Trustee or an Agent consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust, paying agent, transfer agent or registrar business, as the case may be, to, another corporation, the successor
corporation without any further act shall be the successor Trustee or Agent, as the case may be.


 


Any entity into which the Trustee or an Agent for
the time being may be merged or converted shall, on the date when such merger, conversion, consolidation, sale or transfer becomes effective
and to the extent permitted by applicable law, be a successor Trustee or Agent, as the case may be, under this Indenture without the execution
or filing of any paper or any further act on the part of any of the parties to this Indenture. After the effective date all references
in this Indenture to that Trustee or Agent shall be deemed to be references to that entity.


 


Section 7.10         Eligibility;
Disqualification. There shall at all times be a Trustee hereunder that is an entity organized and doing business under the laws of
the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power and which
is recognized as a corporation which customarily performs such corporate trustee roles and provides such corporate trustee services in
transactions similar in nature to the offering of the Notes as described in the Offering Memorandum.


 


Article VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01         Option
to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at its option and at any time, elect to have either Section 8.02
or 8.03 hereof applied to all outstanding Notes and all obligations of the Guarantors with respect to the Guarantees upon compliance
with the conditions set forth in this Article VIII.


 






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Section 8.02         Legal
Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02,
the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from their obligations with respect to all outstanding Notes and Guarantees and all Events of Default cured on the
date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that
the Issuer 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 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) of this Section 8.02 (it being understood that such Notes shall not be deemed outstanding for
accounting purposes), and to have satisfied all its other obligations under the Notes and this Indenture including that of the Guarantors
(and the Trustee, on demand of and at the expense of the Issuer and upon receipt of the documents required by Sections 8.04 and 14.03
hereof, shall execute such instruments reasonably requested by the Issuer acknowledging the same) and to have cured all then-existing
Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:


 


(a)            the
rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are
due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;


 


(b)            the
Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed,
lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;


 


(c)            the
rights, powers, trusts, duties and immunities of the Trustee and the Agents, and the Issuer’s obligations in connection therewith;
and


 


(d)            this
Section 8.02.


 


Subject to compliance with this Article VIII,
the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.


 


Section 8.03         Covenant
Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the
Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from
their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15
and 4.17 hereof, clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect
to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant
Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver,
consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue
to be deemed “outstanding” for all other purposes hereunder (it being understood that the Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to all outstanding Notes and the related Guarantees,
the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason
of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 6.01 hereof, but, except as specified in this Section 8.03, the remainder of
this Indenture and such Notes and Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(4), 6.01(5),
6.01(6) (solely with respect to a Significant Subsidiary of the Issuer but not with respect to the Issuer), 6.01(7) (solely
with respect to a Significant Subsidiary of the Issuer but not with respect to the Issuer) and 6.01(8) hereof shall not constitute
Events of Default.


 






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Section 8.04           Conditions
to Legal or Covenant Defeasance. The following shall be conditions to the application of either Section 8.02 or 8.03 hereof
to the outstanding Notes:


 


In order to exercise either Legal Defeasance or
Covenant Defeasance with respect to the Notes:


 


(1)            the
Issuer must irrevocably deposit with the Trustee or an agent of the Trustee, in trust, for the benefit of the Holders of the Notes, cash
in United States dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, without consideration
of any reinvestment of interest, in the opinion of a nationally recognized firm of independent public accountants, a nationally recognized
investment bank or a nationally recognized appraisal or valuation firm, to pay the principal of, premium, if any, and interest due on
the Notes to the stated maturity date or to the Redemption Date, as the case may be, of such principal, premium, if any, or interest on
the Notes and the Issuer must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; provided
that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of
this Indenture to the extent that an amount is deposited with the Trustee or an agent of the Trustee equal to the Applicable Premium calculated
as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium
Deficit”) only required to be deposited with the Trustee or an agent of the Trustee on or prior to the redemption date; provided
further that 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;


 


(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 United States Internal Revenue Service a ruling, or


 


(B)            since
the original 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 Holders 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;


 






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(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 Holders 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
Event of Default (other than that resulting from any borrowing of 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, the Senior Credit
Facilities or any other material agreement or 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 any borrowing of funds to be applied to make such deposit
required to effect such Legal Defeasance or Covenant Defeasance 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 creditor of the Issuer, any Guarantor or others; and


 


(7)            the
Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which 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.


 


Notwithstanding the foregoing, an Opinion of Counsel
required by clause (2) of this Section 8.04 with respect to Legal Defeasance need not be delivered if all of the Notes theretofore
delivered to the Registrar for cancellation (x) have become due and payable or (y) will become due and payable within one year
or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Issuer.


 


Section 8.05            Deposited
Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 hereof 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 or a Guarantor acting as Paying Agent) as
the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and
interest, but such money 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 U.S. Government Obligations deposited pursuant to Section 8.04
hereof 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 and the related Guarantees.


 


Anything in this Article VIII to the contrary
notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or U.S. Government
Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public
accountants, a nationally recognized investment bank or a nationally recognized appraisal or valuation firm expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount
thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06           Repayment
to Issuer. Subject to any applicable abandoned property law, 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, premium, if any, or interest on any Note and remaining unclaimed for two
years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuer on its request or
pursuant to applicable law or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter
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 applicable Issuer as trustee thereof, shall thereupon cease.


 


Section 8.07           Reinstatement.
If the Trustee or Paying Agent is unable to apply any United States dollars or U.S. Government Obligations in accordance with Section 8.05
hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuer’s and the Guarantors’ obligations under this Indenture and the Notes and Guarantees
shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.04 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section 8.05 hereof; provided that, if the Issuer
makes any payment of principal of, 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 the Notes to receive such payment from the money held by the Trustee or Paying Agent.


 


Article IX

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01           Without
Consent of Holders. Notwithstanding Sections 9.02 and 13.04 hereof, the Issuer, the Guarantors and the Trustee may amend or
supplement this Indenture, any Guarantee, the Escrow Agreement, if any, and the Notes without the consent of any Holder:


 


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


 






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(2)            to
provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that such uncertificated notes are
in “registered” form within the meaning of section 163 of the Internal Revenue Code of 1986, as amended (the “Code”),
and Treasury regulations thereunder);


 


(3)            to
comply with Section 5.01 hereof;


 


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


 


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


 


(9)            to
provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely
transferable;


 


(10)          to
add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture;


 


(11)          to
conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of
the Offering Memorandum;


 


(12)          to
amend the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including to facilitate
the issuance and administration of the Notes; provided that (i) compliance with this Indenture as so amended would not result
in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially
and adversely affect the rights of Holders to transfer Notes;


 


(13)          to
mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee for the benefit of Holders, as security for the payment
and performance of all or any portion of the Notes, in any property or assets;


 


(14)          to
provide for the succession of any parties to this Indenture (and other amendments that are administrative or ministerial in nature); or


 


(15)          to
comply with the rules of any applicable securities depositary.


 






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Upon the request of the Issuer, and upon receipt
by the Trustee of the documents described in Section 9.05 hereof (subject to the last sentence of Section 9.05 hereof), the
Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted
by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the
Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights,
duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection
with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental
indenture to this Indenture, the form of which is attached as Exhibit D hereto.


 


Section 9.02           With
Consent of Holders. Except as provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement
this Indenture, the Notes, the Guarantees and the Escrow Agreement, if any, with the consent of the Holders of at least a majority in
principal amount of the Notes (including Additional Notes, if any) then outstanding (including consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default
or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the
Notes) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders
of a majority in principal amount of the then-outstanding Notes (including Additional Notes, if any) (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof
shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.


 


Upon the request of the Issuer, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, the Trustee shall join with the Issuer
and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental indenture.


 


It shall not be necessary for the consent of the
Holders under this Section 9.02 to approve the particular form of any proposed amendment, waiver, or consent, but it shall be sufficient
if such consent approves the substance thereof. For the avoidance of doubt, no amendment to, or deletion of, any of the covenants described
under Article IV or Section 5.01 hereof shall be deemed to impair or affect any rights of Holders to receive payment of principal
of, or premium, if any, or interest on, the Notes.


 


After an amendment, supplement or waiver under
this Section 9.02 becomes effective, the Issuer shall send to the Holders affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such amended or supplemental indenture or waiver.


 






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Notwithstanding the foregoing, without the consent
of each Holder representing 90% in aggregate principal amount of the Notes then outstanding, no amendment, supplement or consent may:


 


(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 fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of
such Notes (other than provisions relating to (i) notice periods (to the extent consistent with applicable requirements of clearing
and settlement systems) for redemption and conditions to redemption and (ii) Section 4.10 and Section 4.14 hereof);


 


(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 a majority in aggregate principal amount of the Notes then outstanding 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 Holders;


 


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


 


(6)            make
any change in the provisions of this Indenture relating to waivers of past Defaults 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)            impair
the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after the
due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;


 


(9)            contractually
subordinate the Notes to any other Indebtedness of the Issuer or any Guarantor; or


 


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


 


Section 9.03           Revocation
and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent
by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s
Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as
to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective.
An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.


 






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The Issuer may, but shall not be obligated to,
fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record
date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated
proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more
than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.


 


Section 9.04           Notation
on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter
authenticated. The Issuer in exchange for all Notes may issue and the Trustee or its Authenticating Agent shall, upon receipt of an Authentication
Order, authenticate new Notes that reflect the amendment, supplement or waiver.


 


Failure to make the appropriate notation or issue
a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 


Section 9.05           Trustee
to Sign Amendments, etc. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX
if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of such party. In executing
any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in conclusively relying upon, in addition to the documents required by Section 14.03 hereof, an Officer’s Certificate
and an Opinion of Counsel stating that the execution of such amendment or supplement is authorized or permitted by this Indenture and
that such amendment, supplement or waiver is the 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 complies with the provisions hereof. Notwithstanding
the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement in the form of Exhibit D
hereto adding a new Guarantor under this Indenture.


 


Section 9.06           Additional
Voting Terms; Calculation of Principal Amount. All Notes issued under this Indenture shall vote and consent together on all matters
(as to which any Notes may vote) as one class. Determinations as to whether Holders of the requisite aggregate principal amount of Notes
have concurred in any direction, waiver or consent shall be made in accordance with this Article IX.


 






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Article X

GUARANTEES


 


Section 10.01         Guarantee.
The Issuer shall cause each Restricted Subsidiary of the Issuer that guarantees the Senior Credit Facilities to execute and deliver a
supplemental indenture to this Indenture substantially in the form of Exhibit D hereto pursuant to which each such Restricted
Subsidiary shall become a Guarantor. Subject to this Article X, each of the Guarantors hereby, jointly and severally, irrevocably
and unconditionally guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee or its
Authenticating Agent and to the Trustee, the Agents and their successors and assigns, irrespective of the validity and enforceability
of this Indenture, the Notes, the Guarantees, or the obligations of the Issuer hereunder or thereunder, that: (a) the principal
of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the
Issuer to the Holders or the Trustee, or any Agent hereunder or thereunder shall be promptly paid in full, all in accordance with the
terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations,
that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity,
by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly
and severally obligated to pay the same promptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.


 


The Guarantors hereby agree that their obligations
hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence
of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery
of any judgment against the 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 (other than payment in full of all of the obligations of the Issuer under this Indenture
or under the Notes). Each Guarantor hereby waives diligence, presentment, demand of 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, protest, notice and all demands
whatsoever and covenants that this Guarantee shall not be discharged except by full payment of the obligations contained in the Notes
and this Indenture or by release in accordance with the provisions of this Indenture.


 


Each Guarantor also agrees to pay any and all costs
and expenses (including reasonable attorneys’ fees) incurred by the Trustee, any Agent, or any Holder in enforcing any rights under
this Section 10.01.


 


If any Holder, any Agent, or the Trustee is required
by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting
in relation to either the Issuer or the Guarantors, then any amount paid either to the Trustee, such Agent, or such Holder, this Guarantee,
to the extent theretofore discharged, shall be reinstated in full force and effect.


 


Each Guarantor agrees that it shall not be entitled
to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on
the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for
the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI
hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of
this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Guarantees.


 






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Until released in accordance with Section 10.06
hereof, 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 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 or Guarantees, whether as a
 “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment 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.


 


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.


 


The Guarantee issued by any Guarantor shall be
a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future
senior Indebtedness of such Guarantor.


 


Each payment to be made by a Guarantor in respect
of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.


 


Section 10.02         Limitation
on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of
all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable
to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the
obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article X, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance
or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in
full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other
Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment
determined in accordance with GAAP.


 






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Section 10.03         Execution
and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture
(or a supplemental indenture in the form of Exhibit D hereto) shall be executed on behalf of such Guarantor by one of its
authorized officers or other representatives.


 


Each Guarantor hereby agrees that its Guarantee
set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation
of such Guarantee on the Notes.


 


If an officer whose signature is on this Indenture
(or a supplemental indenture in the form of Exhibit D hereto) no longer holds that office at the time the Trustee or its Authenticating
Agent authenticates the Note, the Guarantee shall be valid nevertheless.


 


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


 


If required by Section 4.15 hereof, the Issuer
shall cause any Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article X, to the extent
applicable.


 


Section 10.04         Subrogation.
Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by any Guarantor
pursuant to the provisions of Section 10.01 hereof; 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 or the Notes shall have been paid in full.


 


Section 10.05         Benefits
Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated
by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such
benefits.


 


Section 10.06         Release
of Guarantees. A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon
terminate and be of no further force and effect, and no further action by such Guarantor, the Issuer or the Trustee is required for the
release of such Guarantor’s Guarantee, upon:


 


(1)             any
sale, exchange, disposition, or transfer (by merger, consolidation, dividend, distribution, or otherwise) of (a) the Capital Stock
of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (b) all or substantially all the
assets of such Guarantor, in each case, made in compliance with Section 4.10(a)(1) and Section 4.10(a)(2) hereof;


 


(2)             the
release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Credit Facilities, except a discharge or release
by, or as a result of, payment under such guarantee;


 






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(3)            the
designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof
and the definition of “Unrestricted Subsidiary”;


 


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


 


(5)            the
exercise by the Issuer of the Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or the
discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture.


 


The Issuer shall notify the Trustee in writing
of the release, discharge or termination of a Guarantee in accordance with this Section 10.06; provided that no such notification
shall be a condition for the release, discharge or termination of a Guarantee to be effective; provided further that
the Trustee shall be under no obligation to inform Holders of the occurrence of the release, discharge or termination of a Guarantee.
Upon any event or circumstance giving rise to a release of a Guarantee as specified above, the Trustee shall, at the sole cost and written
request of the Issuer and upon receipt of the documents required by Section 14.03, without recourse, representation or warranty,
execute any documents reasonably requested by the Issuer in order to evidence or effect such release.


 


Article XI

SATISFACTION AND DISCHARGE


 


Section 11.01         Satisfaction
and Discharge. This Indenture shall be discharged and shall cease to be of further effect as to the Notes (except for certain surviving
rights of the Trustee and the Issuer’s obligations with respect thereto) when either:


 


		(1)	all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes
for whose payment money has heretofore been deposited in trust, have been delivered to the Trustee for cancellation; or



 


		(2)	(A)    all 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 are to
                                            be called for redemption within one year under arrangements satisfactory to the Trustee for
                                            the giving of notice of redemption by the Trustee in the name, and at the expense, of the
                                            Issuer, and the Issuer or any Guarantor have irrevocably deposited or caused to be deposited
                                            with the Trustee or an agent of the Trustee as trust funds in trust solely for the benefit
                                            of the Holders, cash in United States dollars, U.S. Government Obligations, or a combination
                                            thereof, in such amounts 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
                                            date of maturity or redemption; provided that, upon any redemption that requires the
                                            payment of the Applicable Premium, the amount deposited shall be sufficient for purposes
                                            of this Indenture to the extent that an amount is deposited with the Trustee or an agent
                                            of the Trustee equal to the 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
                                            or an agent of the Trustee on or prior to the redemption date; provided further
                                            that 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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(B)            no
Event of Default (other than that resulting from any borrowing of 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
will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement
or 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 resulting from any borrowing of 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; and


 


(D)            the
Issuer has delivered irrevocable instructions to the Trustee or an agent of the Trustee to apply the deposited money toward the payment
of the Notes at or prior to maturity or the Redemption Date, as the case may be.


 


In addition, the Issuer must deliver an Officer’s
Certificate and an Opinion of Counsel (which may be subject to customary assumptions and exclusions) to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on an officer’s certificate
as to matters of fact (including as to compliance with the foregoing subclauses (A), (B), (C) and (D) of clause (2) of
this Section 11.01).


 


Notwithstanding the satisfaction and discharge
of this Indenture, the provisions of Section 7.07 hereof shall survive and if money shall have been deposited with the Trustee pursuant
to subclause (A) of clause (2) of this Section 11.01, the provisions of Sections 8.06 and 11.02 hereof shall survive.


 


The Issuer shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 11.01
hereof 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.


 






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Section 11.02   Application
of Trust Money. Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01
hereof 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) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee;
but such money need not be segregated from other funds except to the extent required by law.


 


If the Trustee or Paying Agent is unable to apply
any money or U.S. Government Obligations in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, 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 11.01 hereof; provided that, if the Issuer has made any payment of principal of, premium, if any, or interest
on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes
to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.


 


Article XII

[Reserved]


 


Article XIII

Escrow Arrangements


 


Section 13.01   Escrow
Accounts. Pursuant to the terms of an escrow agreement (the “Escrow Agreement”), to be dated as of the Issue Date,
among the Issuer, the Trustee and Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”), (i) the
gross proceeds from the sale of the Notes will be deposited into an escrow account with the Escrow Agent (the “Escrow Account”)
and (ii) the Issuer (or one or more of its Affiliates) will deposit (or cause to be deposited) into the Escrow Account an amount
in cash sufficient, together with the gross proceeds from the sale of the Notes, to fund a Special Mandatory Redemption of the Notes
resulting from a Special Mandatory Redemption Trigger Event occurring on August 2, 2021 (collectively, and together with any other
property from time to time held by the Escrow Agent in the Escrow Account, the “Escrowed Property”). The Escrow Agreement
will provide further that, until either the Effective Date or a Special Mandatory Redemption occurs, on the first (1st) day of each full
calendar month (commencing August 2, 2021) the Issuer will deposit (or cause to be deposited) into the Escrow Account an amount
in cash (in each case, as calculated by the Issuer in accordance with this Indenture) sufficient, together with amounts already in the
Escrow Account, to fund a Special Mandatory Redemption of the Notes resulting from a Special Mandatory Redemption Trigger Event occurring
on the earlier of (i) one calendar month after such date of deposit or (ii) 180 days after the Outside Date; provided
that if any deposit required by this Section 13.01 would be due on a date that is not a Business Day, such deposit shall be made
on the next Business Day; provided further that the Issuer (or one or more Affiliates) will deposit (or caused to be deposited)
into the Escrow Account on August 2, 2021 accrued and unpaid interest payable on the Notes to but excluding the Outside Date. The
Issuer will grant to the Trustee, on behalf of itself and the holders of the Notes, a first-priority security interest in the Escrow
Account and Escrowed Property.


 






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Section 13.02   Release
of Escrow Property. Pursuant to the Escrow Agreement, upon delivery by the Issuer to the Escrow Agent and the Trustee, not later
than the Outside Date, of an officer’s certificate (in the form and substance as set forth in the Escrow Agreement) instructing
the Escrow Agent to release the Escrowed Property and certifying that the following conditions (collectively, the “Escrow Release
Conditions”) have been or, substantially concurrent with the release of the Escrowed Property will be, satisfied:


 


		(1)	there being no Event of Default pursuant to Section 6.01(6) or Section 6.01(7) hereunder; and



 


		(2)	the IPO Closing Date having occurred and Healthcare Royalty, Inc. confirming receipt of the gross proceeds from such Initial
Public Offering of a minimum of $350.0 million on such IPO Closing Date,



 


the funds in the Escrow Account shall be released to the Issuer or its designee pursuant to payment instructions provided by the Issuer
(the date on which such funds are released, the “Escrow Release Date”).


 


Any excess funds remaining in the Escrow Account
after the Special Mandatory Redemption and payment of any fees and expenses of the Trustee and Escrow Agent will be released to the Issuer
or its designee pursuant to payment instructions provided by the Issuer. Upon release of the Escrowed Property from the Escrow Account,
the security interest granted in favor of the Trustee and the Escrow Agent, shall automatically be released.


 


Section 13.03   Direction
to the Trustee. By its acceptance of the Notes, each Holder is deemed to have authorized and directed the Trustee to enter into and
perform its obligations under the Escrow Agreement.


 


Section 13.04   Amendment
of Escrow Agreement. Notwithstanding anything herein (including Article IX) to the contrary, no provisions of the Escrow Agreement
(including, without limitation, those relating to the release of the Escrowed Property) may be waived or modified in any manner, when
taken as a whole, materially adverse to the Holders without the written consent of the Holders of a majority in principal amount of the
Notes outstanding. To the extent such provisions relate to the Issuer’s obligation to redeem the Notes in a Special Mandatory Redemption,
no provisions of the Escrow Agreement or this Indenture may be waived or modified in any manner materially adverse to the Holders without
the written consent of each such Holder. However, the Escrow Agreement may be amended without the consent of any other Person to conform
to the description thereof in the “Description of the Notes” section of the Offering Memorandum.


 


This Article XIII is subject to the terms
of the Escrow Agreement, and in the event of a conflict between this Article XIII and the Escrow Agreement, the Escrow Agreement
shall control. For avoidance of doubt, this Article XIII (other than this sentence) shall no longer apply once the Effective Date
has occurred.


 






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Article XIV

MISCELLANEOUS


 


Section 14.01   Notices.
Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing in the English language
and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), electronic mail in PDF format,
or overnight air courier guaranteeing next day delivery, to the others’ address:


 


If to the Issuer and/or any Guarantor:


 


HCRX Investments HoldCo, L.P.

c/o Healthcare Royalty, Inc.,

300 Atlantic Street, Suite 600,

Stamford, CT 06901,

Attention: Clarke B. Futch


 


If to the Trustee and the Agents:


 


Wilmington Trust, National Association

50 South Sixth Street, Suite 1290 


Minneapolis, Minnesota 55402 


Attention: HCRX Investments Notes Administrator 


Fax: 612-217-5651


 


The Issuer, any Guarantor or the Trustee or any
Agent, by notice to the others, may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications (other than those
sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after
being deposited in the mail, postage prepaid, if mailed by first-class mail; on the first date on which publication or electronic delivery
is made, if given by publication or electronic delivery; and the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee or any Agent shall
be deemed effective upon actual receipt thereof by the Trustee or such Agent.


 


Any notice or communication to a Holder shall be
electronically delivered, mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing
next day delivery to its address shown on the Note Register kept by the Registrar. Failure to deliver a notice or communication to a Holder
or any defect in it shall not affect its sufficiency with respect to other Holders.


 


If a notice or communication is mailed or otherwise
delivered in the manner provided above within the time prescribed, such notice or communication shall be deemed duly given, whether or
not the addressee receives it.


 






    139


     


    

 


If an Issuer delivers a notice or communication
to Holders, it shall deliver a copy to the Trustee and each Agent at the same time.


 


Notwithstanding any other provision of this Indenture
or any Note, where this Indenture or any Note provides for notice of any event or any other communication (including any notice of redemption
or repurchase) to a holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary
(or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance
with accepted practices at the Depositary.


 


Section 14.02   Communication
by Holders with Other Holders. Holders may communicate with other Holders with respect to their rights under this Indenture or the
Notes.


 


Section 14.03   Certificate
and Opinion as to Conditions Precedent. Upon any request or application by an Issuer or any of the Guarantors to the Trustee to take
any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:


 


(A)           An
Officer’s Certificate in form reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.04
hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating
to the proposed action have been satisfied; and


 


(B)            An
Opinion of Counsel (which may be subject to customary assumptions and exclusions) in form reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 14.04 hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied;


 


provided
that no such Officer’s Certificate or Opinion of Counsel shall be required to be furnished to the Trustee in connection with the
authentication and delivery of the Initial Notes on the Issue Date and no such Opinion of Counsel shall be required to be furnished to
the Trustee in connection with the addition of a Guarantor pursuant to a supplemental indenture in the form of Exhibit D hereto.


 


Section 14.04   Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof) shall include:


 


(A)            a
statement that the Person making such certificate or opinion has read such covenant or condition;


 


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


 


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


 






    140


     


    

 


(D)            a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with; provided, however,
that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.


 


Section 14.05   Rules by
Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Agents may make reasonable
rules and set reasonable requirements for its functions.


 


Section 14.06   No
Personal Liability of Directors, Officers, Employees, Members and Stockholders. No director, officer, employee, member, incorporator
or stockholder of the Issuer, any Guarantor, or any of their direct or indirect parent companies shall have any liability for any obligation
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 any such obligation or its creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.


 


Section 14.07   Governing
Law. THIS INDENTURE, THE NOTES, AND THE GUARANTEES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK.


 


Section 14.08   Waiver
of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 14.09   Jurisdiction.
 The parties hereby (i) irrevocably submit to the exclusive jurisdiction of any federal or state court sitting in the Borough
of Manhattan, the city of New York, (ii) waive any objection to laying of venue in any such action or proceeding in such courts,
and (iii) waive any objection that such courts are an inconvenient forum or do not have jurisdiction over any party


 


Section 14.10   Force
Majeure. The Trustee shall not be liable for delays or failures in performance resulting from acts beyond its control. Such acts
shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, governmental regulations
superimposed after the fact, fire, loss or malfunctions of utilities, communications or computer (software and hardware) services or
the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, communication line failures, computer
viruses, power failures, earthquakes or other disasters. The Trustee shall not be liable for any indirect, special, punitive, incidental
or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood thereof
and regardless of the form of action.


 






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Section 14.11   No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement
of the Issuer or the Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.


 


Section 14.12   Successors.
All agreements of the Issuer in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in
this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise
provided in Section 10.06 hereof.


 


Section 14.13   Severability.
In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 14.14   Counterpart
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. The words “execution,” “signed,” “signature,” and words of like import
in this Indenture or in any amendment or other modification hereof (including supplements, waivers and consents) shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that neither the
Trustee nor any Agent is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly
agreed to by the Trustee or such Agent pursuant to reasonable procedures approved by the Trustee and such Agent, as applicable. The Trustee
and any Agent may, in their discretion, require that such documents and signatures executed electronically or delivered by electronic
transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit
the effectiveness of any document or signature executed electronically or delivered by electronic means. The Issuer agrees to assume
all risks arising out of the use of digital signatures and electronic methods to submit communications to the Trustee or any Agent, including
without limitation the risk of the Trustee or any such Agent acting on unauthorized instructions, and the risk of interception and misuse
by third parties.


 


Section 14.15   Table
of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.


 






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Section 14.16   USA
Patriot Act. In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to
banking institutions, including those relating to the funding of terrorist activities and money laundering, including Section 326
of the USA PATRIOT Act of the United States (“Applicable AML Law”), the Trustee and Agents are required to obtain,
verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee
and Agents. Accordingly, each of the parties agree to provide to the Trustee and Agents, upon their request from time to time such identifying
information and documentation as may be available for such party in order to enable the Trustee and Agents to comply with Applicable
AML Law.


 


[Signatures on following pages]


 






    143


     


    

 


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


 


	 	Very truly yours,
	 	 	 
	 	HCRX INVESTMENTS HOLDCO, L.P.
	 	 	 
	 	By:	/s/ Clarke B. Futch
	 	Name:	Clarke B. Futch
	 	Title:	Chairman and Chief Executive Officer



 


[Signature
Page to Indenture]


 






    


     


    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,

 as Trustee
	 	
	 	By:	 /s/ Barry Somrock
	 	Name:	 Barry Somrock
	 	Title:	Vice President



 


[Signature
Page to Indenture]


 






    


     


    

 


Exhibit A


 


[Face of Note]


 


[Insert the Global Note Legend, if applicable pursuant to the provisions
of the Indenture]


 


[Insert the Private Placement Legend, if applicable pursuant to the
provisions of the Indenture]


 


[Insert the Regulation S Temporary Global Note Legend, if applicable
pursuant to the provisions of the Indenture]


 






    A-1


     


    





 



 


CUSIP
[              ]


 


[RULE 144A][REGULATION S]
[GLOBAL] NOTE


 


HCRX INVESTMENTS HOLDCO, L.P.


 


4.500% Senior Note due 2029


 


	No. ___	[$______________]



 


HCRX
Investments HoldCo, L.P., a Delaware limited partnership, promises to pay to [________] or registered assigns the principal sum [set
forth on the Schedule of Exchanges of Interests in the Global Note attached hereto]1
[of         dollars]2
on August 1, 2029.


 


Interest Payment Dates: February 1 and August 1, commencing
February 1, 2022


 


Record Dates: January 15 and July 15


 


Additional provisions of this Note are set forth on the other side
of this Note.


 





 






	1	Insert in Global Notes only.
	 	 



	2	Insert in Definitive Notes only.



 


 






    A-2


     


    

 


IN WITNESS HEREOF, the Issuer has caused this instrument
to be duly executed.


 


	 	HCRX INVESTMENTS HOLDCO, L.P.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 






    A-3


     


    

 


Dated:
[             ]


 


CERTIFICATE OF AUTHENTICATION


 


WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, certifies that
is one of the Notes referred to in the Indenture.


 


	By:		 
	 	Authorized Signatory	 






 






    A-4


     


    

 


[Back of
Note]


 


4.500% Senior Note due 2029


 


Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.            Interest.
HCRX Investments HoldCo, L.P., a Delaware limited partnership, promises to pay interest on the principal amount of this Note at a rate
per annum set forth below from July 29, 2021 until maturity. The Issuer will pay interest on this Note semi-annually in arrears on
February 1 and August 1 of each year, commencing on February 1, 2022 (each, an “Interest Payment Date”),
or if any such day is not a Business Day, on the next succeeding Business Day. The Issuer will make each interest payment to the Holder
of record of this Note on the immediately preceding January 15 and July 15 (each, a “Record Date”). Interest
on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including
July 29, 2021. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at the rate then applicable to this Note; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable
grace periods) from time to time on demand at the rate then applicable to this Note. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months.


 


Interest
on this Note will accrue at the rate of 4.500% per annum and be payable in cash. If a payment date is not a Business Day, payment
shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on such payment for the intervening period.
If a regular record date is not a Business Day, the record date shall not be affected.


 


2.            Method
of Payment. The Issuer will pay interest on this Note to the Person who is the registered Holder of this Note at the close of business
on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is cancelled after such
record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. Payment of interest will be made at the office or agency of the Issuer maintained for such purpose or, at the option of the
Issuer, payments of interest may be made by check mailed to the Holders at their addresses set forth in the Note Register of Holders;
provided that all payments of principal, premium, if any, and interest with respect to Notes represented by Global Notes registered
in the name of or held by the Depositary (or its nominee) will be made through the Paying Agent by wire transfer of immediately available
funds to the accounts specified by the registered Holder or Holders thereof. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private debts.


 






    A-5


     


    

 


3.            Paying
Agent, Transfer Agent and Registrar. Initially, Wilmington Trust, National Association will act as Paying Agent, Transfer Agent and
Registrar. The Issuer may change any Paying Agent, Transfer Agent or Registrar without notice to the Holders. The Issuer or any of their
Subsidiaries may act as Paying Agent, Transfer Agent or Registrar.


 


4.            Indenture.
The Notes were issued under an Indenture, dated as of July 29, 2021 (the “Indenture”), among HCRX Investments
HoldCo, L.P., as Issuer, the Guarantors party thereto, and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer
designated as 4.500% Senior Notes due 2029. The Issuer shall be entitled to issue Additional Notes pursuant to Sections 2.01 and
4.09 of the Indenture. The Initial Notes and any Additional Notes issued under the Indenture (collectively referred to herein as the “Notes”)
shall be treated as a single class of securities under the Indenture. The Notes are subject to all terms and provisions in the Indenture,
and Holders are referred to the Indenture for a statement of such terms and provisions. To the extent any provision of this Note conflicts
with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.


 


5.            Optional
Redemption.


 


(a)          At
any time prior to August 1, 2024, the Issuer may on one or more occasions redeem the Notes, in whole or in part, upon notice in accordance
with Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus
the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (each date on which
a redemption occurs, a “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date.


 


(b)          On
and after August 1, 2024, the Issuer may on one or more occasions redeem the Notes, in whole or in part, upon notice in accordance
with Section 3.03 of the Indenture, at the applicable redemption price (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 on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed
during the twelve-month period beginning on August 1, 2024 of each of the years indicated below:


 


	Year	 	Percentage	 
	2024	 	 	102.250	%
	2025	 	 	101.125	%
	2026 and thereafter	 	 	100.000	%



 


(c)          In
addition, prior to August 1, 2024, the Issuer may, at its option, and on one or more occasions, redeem up to 40% of the aggregate
principal amount of Notes issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date)
at a redemption price equal to 104.500% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest,
if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive
interest due on the relevant Interest Payment Date, with funds in an aggregate amount equal to the net cash proceeds of one or more Equity
Offerings of the Issuer or any direct or indirect parent company of either of the Issuer after the Issue Date, to the extent such net
cash proceeds are contributed to the Issuer; provided that (1) at least 50% of the total of (A) the aggregate principal
amount of Notes originally issued under the Indenture on the Issue Date and (B) the aggregate principal amount of any Additional
Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless
all notes are redeemed substantially concurrently); and (2) each such redemption occurs within 180 days of the date of closing of
each such Equity Offering.


 






    A-6


     


    

 


(d)            In
connection with any tender offer for the Notes (including any Change of Control Offer or Asset Sale Offer), if Holders of not less than
90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the
Issuer, or any third party making such tender offer in lieu of the Issuer, 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 10 nor more than 60 days’ prior notice (provided
that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such
purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the
tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Redemption Date, subject to the
right of the Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.


 


(e)            Any
redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.
Notice of any redemption or purchase, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior
to the completion thereof, and any such notice may, unless otherwise provided in the Indenture, at the Issuer’s discretion, be subject
to one or more conditions precedent. If a 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
or purchase date may be delayed until such time (including more than 60 days after the date the notice was sent) as any or all such conditions
shall be satisfied (or waived by the Issuer in their sole discretion) 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 purchase date, or by
the Redemption Date or purchase date as so delayed. In addition, the Issuer may provide in such notice that payment of the redemption
price or purchase price and performance of the Issuer’s obligations with respect to such redemption or purchase may be performed
by another Person.


 


6.            Mandatory
Redemption. The Issuer shall not be required to make any mandatory redemption or sinking fund payment with respect to the Notes, other
than a Special Mandatory Redemption pursuant to Section 3.11 of the Indenture.


 


7.            Notice
of Redemption. Subject to Sections 3.03 and 3.09 of the Indenture, notice of redemption will be delivered electronically or mailed
by first-class mail at least 10 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed
at such Holder’s registered address or otherwise in accordance with the Applicable Procedures, except that redemption notices may
be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a conditional redemption or Article VIII
or Article XI of the Indenture. Notes and portions of Notes selected for redemption shall be in amounts of $2,000 and any integral
multiple of $1,000 in excess thereof; no Note of less than $2,000 can be redeemed in part, except that, if all of the Notes of a Holder
are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a principal amount of at least $2,000, shall
be redeemed. On and after the Redemption Date, interest ceases to accrue on this Note or portions thereof called for redemption.


 






    A-7


     


    

 


8.             Offers
to Repurchase. Upon the occurrence of a Change of Control, the Issuer shall make a Change of Control Offer in accordance with Section 4.14
of the Indenture. In connection with certain Asset Sales, the Issuer shall make an Asset Sale Offer as and when provided in accordance
with Section 4.10 of the Indenture.


 


9.             Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and any integral multiple
of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee will require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer will
require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.


 


10.            Persons
Deemed Owners. The registered Holder of this Note shall be treated as its owner for all purposes.


 


11.            Amendment,
Supplement and Waiver. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.


 


12.            Defaults
and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. The remedies with respect
thereto are as provided under Article VI of the Indenture and the other applicable provisions of the Indenture.


 


13.            Authentication.
This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the
manual signature of the Trustee (or an authenticating agent).


 


14.            Governing
Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 


15.            CUSIPs
and ISINs. The Issuer have caused CUSIPs and ISINs to be printed on the Notes and the Trustee may use CUSIPs and ISINs in notices
of redemption 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 of redemption and reliance may be placed only on the other identification numbers placed thereon.


 






    A-8


     


    

 


The Issuer will furnish to any Holder upon written
request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address:


 


HCRX Investments HoldCo, L.P.

c/o Healthcare Royalty, Inc.,

300 Atlantic Street, Suite 600,

Stamford, CT 06901,

Attention: Clarke B. Futch


 






    A-9


     


    

 


ASSIGNMENT FORM


 


	To assign this Note, fill in the form below:	 
	 	 
	(I) or (we) assign and transfer this Note to:	 
	 	(Insert assignee’s legal name)
	 	 



 


	(Insert assignee’s soc. sec. or tax I.D. no.)
	 
	 
	(Print or type assignee’s name, address and zip code)  




 


	and irrevocably
appoint	 
	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 face of this Note)



 


	Signature Guarantee*:	 	 



 


* Participant in a recognized Signature Guarantee Medallion Program
(or other signature guarantor acceptable to the Trustee).


 






    A-10


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:


 


 ̈
Section 4.10               ̈
Section 4.14


 


If you want to elect to have only part of this
Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount (in a minimum principal
amount of $2,000 or an integral multiple of $1,000 in excess thereof):


 


$_____________


 


	Date:	 	 



 


	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the face of this Note)



 


	 	Tax Identification No.:	 



 


	Signature Guarantee*:	 	 



 


* Participant in a recognized Signature Guarantee Medallion Program
(or other signature guarantor acceptable to the Trustee).


 






    A-11


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE*


 


The initial outstanding principal amount of this
Global Note is $________.


 


The following exchanges of a part of this Global
Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for
an interest 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, 

Custodian or 

Registrar
	 	 	 	 	 	 	 	 	 









 






* This schedule should be included only if the Note is issued in global
form.


 






    A-12


     


    

 


 



 


Exhibit B


 


FORM OF
CERTIFICATE OF TRANSFER


 


HCRX Investments HoldCo, L.P.

c/o Healthcare Royalty, Inc.,

300 Atlantic Street, Suite 600,

Stamford, CT 06901,

Attention: Clarke B. Futch


 


Wilmington Trust, National Association, as Trustee 


50 South Sixth Street, Suite 1290 


Minneapolis, Minnesota 55402 


Attention: HCRX Investments Notes Administrator


 


Re:     4.500%
Senior Notes due 2029


 


Reference is hereby made to the Indenture, dated
as of July [29], 2021 (the “Indenture”), among HCRX Investments HoldCo, L.P., as Issuer, the guarantors party
thereto, and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


______________(the “Transferor”)
owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $____________
in such Note[s] or interests (the “Transfer”), to ____________ (the “Transferee”), as further specified
in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


1.             ̈
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE
NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities
Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the
beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A
in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities
laws of any state of the United States.


 






    B-1 


     


    

 


2.             ̈
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S UNDER THE SECURITIES
ACT GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 of Regulation S and, accordingly, the Transferor hereby further certifies that (i) the Transfer is
not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the
United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside
the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market
and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act
and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made
to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions
on Transfer enumerated in the Indenture and the Securities Act.


 


3.             ̈
CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A DEFINITIVE NOTE PURSUANT
TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor
hereby further certifies that (check one):


 


(a)           ̈ such
Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or


 


(b)           ̈ such
Transfer is being effected to the Issuer or a subsidiary thereof; or


 


(c)           ̈ such
Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus
delivery requirements of the Securities Act.


 


4.             ̈
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN
UNRESTRICTED DEFINITIVE NOTE.


 


(a)           ̈ CHECK
IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws
of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.


 






    B-2 


     


    

 


(b)           ̈ CHECK
IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and
the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject
to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture.


 


(c)           ̈ CHECK
IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 






    B-3 


     


    

 





This certificate and the statements contained herein
are made for your benefit and the benefit of the Issuer.


 


	 	 	[Insert Name of Transferor]
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:



 


	Dated:	 	 




 






    B-4 


     


    

 





ANNEX A
TO CERTIFICATE OF TRANSFER


 


1.            The
Transferor owns and proposes to transfer the following:


 


[CHECK ONE OF (a) OR (b)]


 


(a)             ̈ a
beneficial interest in the:


 


		(i)	 ̈ 144A Global Note ([CUSIP: 40390F AA8] [ISIN: US40390FAA84]), or



 


		(ii)	 ̈ Regulation S Global Note ([CUSIP: U2480P AA4] [ISIN: USU2480PAA40), or



 


(b)             ̈ a
Restricted Definitive Note.


 


2.            After
the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(a)             ̈ a
beneficial interest in the:


 


		(i)	 ̈ 144A Global Note ([CUSIP: 40390F AA8] [ISIN: US40390FAA84]), or



 


		(ii)	 ̈ Regulation S Global Note ([CUSIP: U2480P AA4] [ISIN: USU2480PAA40), or



 


		(iii)	 ̈ Unrestricted Global Note ([            ]); or



 


(b)             ̈ a
Restricted Definitive Note; or


 


(c)             ̈ an
Unrestricted Definitive Note, in accordance with the terms of the Indenture.


 






    B-5 


     


    

 


Exhibit C


 


FORM OF
CERTIFICATE OF EXCHANGE


 


HCRX Investments HoldCo, L.P.

c/o Healthcare Royalty, Inc.,

300 Atlantic Street, Suite 600,

Stamford, CT 06901,

Attention: Clarke B. Futch


 


Wilmington Trust, National Association, as Trustee 


50 South Sixth Street, Suite 1290 


Minneapolis, Minnesota 55402 


Attention: HCRX Investments Notes Administrator


 


Re: 4.500% Senior Notes due 2029


 


Reference is hereby made to the Indenture, dated
as of July 29, 2021 (the “Indenture”), among HCRX Investments HoldCo, L.P., as Issuer, the guarantors party thereto,
and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


____________ (the “Owner”) owns
and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________in such Note[s]
or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:


 


1.             EXCHANGE
OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE


 


(a)             ̈ CHECK
IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global
Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


 






    C-1 


     


    

 


(b)             ̈ CHECK
IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange
of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue
sky securities laws of any state of the United States.


 


(c)             ̈ CHECK
IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s
Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.


 


(d)             ̈ CHECK
IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted
Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and
(iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of
the United States.


 


2.             EXCHANGE
OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES


 


(a)             ̈ CHECK
IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the
Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon
consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.


 






    C-2 


     


    

 


(b)             ̈ CHECK
IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of
the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note [ ] Regulation S Global
Note, in each case, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for
the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of
the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 


This certificate and the statements contained herein
are made for your benefit and the benefit of the Issuer and are dated ___________________________.


 





	 	 	[Insert Name of Transferor]
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:


 





	Dated:	 	 


 






    C-3 


     


    

 


Exhibit D


 


[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]


 


[        ] Supplemental Indenture (this “Supplemental
Indenture”), dated as of _____________, among _________________(the “Guaranteeing Subsidiary”), a subsidiary
of HCRX Investments HoldCo, L.P., a Delaware limited partnership (the “Issuer”), the Issuer and Wilmington Trust, National
Association, as trustee (the “Trustee”) to that certain Indenture (the “Indenture”), dated as of
July 29, 2021, providing for the issuance of 4.500% Senior Notes due 2029 (the “Notes”).


 


W I T N E S E T H


 


WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing
Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions
set forth herein and under the Indenture (the “Guarantee”); and


 


WHEREAS, pursuant to Section 9.01 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of Holders of the Notes.


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree 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 Guaranteeing
Subsidiary hereby agrees, jointly and severally with all existing Guarantors (if any), to unconditionally guarantee the Issuer’s
Obligations under the Notes and the Indenture on the terms and subject to the conditions and limitations set forth in Article X of
the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations
and agreements of a Guarantor under the Indenture.


 


(3) No Recourse Against Others. No
director, officer, employee, incorporator, member or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations
of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) 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 by accepting Notes
waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.


 


(4) Governing Law. THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THE LAW OF ANOTHER JURISDICTION
WOULD BE APPLIED THEREBY.


 






    D-1 


     


    

 


(5) Counterparts. The parties may sign
any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. The words “execution,” “signed,” “signature,” and words of like import in this Supplemental
Indenture or in any amendment or other modification hereof (including supplements, waivers and consents) shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as
a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for
in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


(6) Effect of Headings. The Section headings
herein are for convenience only and shall not affect the construction hereof.


 


(7) The Trustee. The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or
in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.


 


(8) Incorporation into the Indenture.
All provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture,
as supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Any and all notices,
requests, certificates and other instruments executed and delivered after the execution and delivery of this Supplemental Indenture may
refer to the Indenture without making specific reference to this Supplemental Indenture, but nevertheless all such references shall include
this Supplemental Indenture unless the context requires otherwise.


 






    D-2 


     


    

 





IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, all as of the date first above written.


 





	 	[GUARANTEEING SUBSIDIARY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	HCRX INVESTMENTS HOLDCO, L.P., as Issuer
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    D-3 


     


    

 


Exhibit E


 


[FORM OF
net short representation]


 


HCRX Investments HoldCo, L.P. 


c/o Healthcare Royalty, Inc.,

300 Atlantic Street, Suite 600,

Stamford, CT 06901,

Attention: Clarke B. Futch


 


Wilmington Trust, National Association, as Trustee 


50 South Sixth Street, Suite 1290 


Minneapolis, Minnesota 55402 


Attention: HCRX Investments Notes Administrator


 


HCRX Investments HoldCo, L.P. (the “Company”) and
Wilmington Trust, National Association, as trustee (the “Trustee”) have heretofore executed an indenture, dated as
of July 29, 2021 (as amended, supplemented or otherwise modified, the “Indenture”), providing for the issuance
of the Company’s 4.500% Senior Notes due 2029 (the “Notes”). All terms used herein and not otherwise defined
shall have the meaning ascribed to such term under the Indenture.


 


This letter constitutes a Position Representation in connection with
a Noteholder Direction delivered pursuant to Sections 6.05 and 6.06 of the Indenture, whereby the undersigned, as Directing
Holder, represents to each of the Company and the Trustee that [it is] [its beneficial owners are] not Net Short.


 


	 	By: 	 
	 	 	Name:  	[Holder]
	 	 	Title:	 



 






    E-1