Exhibit 4.1


 




EXECUTION
VERSION


 





 



 


VENATOR
FINANCE S.À R.L.


 


Venator
Materials LLC


 


and
each of the Guarantors PARTY HERETO


 


9.500% SENIOR SECURED NOTES DUE 2025


 





 



 


INDENTURE


 


Dated
as of May 22, 2020


 





 



 


Wilmington
Trust, National Association,


 


as
Trustee and Notes Collateral Agent





 





 



 






     


     


    

 


TABLE
OF CONTENTS


 


		 	 	 	Page 
	 	 	 	 	 
	ARTICLE I
 DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 	 	 
	Section 1.1.	 	Definitions	 	1
	Section 1.2.	 	Other Definitions	 	45
	Section 1.3.	 	Rules of Construction	 	46
	Section 1.4.	 	Acts of Holders	 	47
	Section 1.5.	 	Spanish Terms and Definitions.	 	49
	 	 	 	 	 
	ARTICLE II
 THE NOTES
	 	 	 	 	 
	Section 2.1.	 	Form and Dating,
    Terms	 	50
	Section 2.2.	 	Execution and Authentication	 	51
	Section 2.3.	 	Registrar; Paying Agent	 	51
	Section 2.4.	 	Paying Agent to Hold
    Money in Trust	 	52
	Section 2.5.	 	Holder Lists	 	52
	Section 2.6.	 	Transfers and Exchange	 	52
	Section 2.7.	 	Replacement Notes	 	53
	Section 2.8.	 	Outstanding Notes	 	54
	Section 2.9.	 	Treasury Notes	 	54
	Section 2.10.	 	Temporary Notes	 	54
	Section 2.11.	 	Cancellation	 	55
	Section 2.12.	 	Interest and Defaulted
    Interest	 	55
	Section 2.13.	 	CUSIP and ISIN Numbers	 	56
	Section 2.14.	 	Persons Deemed Owners	 	56
	Section 2.15.	 	Additional Amounts.	 	56
	 	 	 	 	 
	ARTICLE III
 REDEMPTION AND PREPAYMENT
	 	 	 	 	 
	Section 3.1.	 	Notices to Trustee	 	59
	Section 3.2.	 	Selection of Notes to
    Be Redeemed	 	59
	Section 3.3.	 	Notice of Optional Redemption	 	59
	Section 3.4.	 	Effect of Notice of Redemption	 	60
	Section 3.5.	 	Deposit of Redemption Price	 	60
	Section 3.6.	 	Notes Redeemed in Part	 	61
	Section 3.7.	 	Optional Redemption	 	61
	Section 3.8.	 	Optional Redemption for
    Changes in Withholding Taxes	 	62
	Section 3.9.	 	Mandatory Redemption.	 	63
	 	 	 	 	 
	ARTICLE IV
 COVENANTS
	 	 	 	 	 
	Section 4.1.	 	Payment of Notes	 	63
	Section 4.2.	 	Maintenance of Office
    or Agency	 	63
	Section 4.3.	 	Provision of Financial
    Information	 	64
	Section 4.4.	 	Compliance Certificate	 	65
	Section 4.5.	 	Taxes	 	66
	Section 4.6.	 	Stay, Extension and Usury
    Laws	 	66
	Section 4.7.	 	Limitation on Restricted
    Payments	 	66



 






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	Section 4.8.	 	Limitation on Dividend
    and Other Restrictions Affecting Restricted Subsidiaries	 	70
	Section 4.9.	 	Limitation on Additional
    Indebtedness	 	72
	Section 4.10.	 	Limitation on Asset Sales	 	77
	Section 4.11.	 	Limitation on Transactions
    with Affiliates	 	84
	Section 4.12.	 	Limitation on Liens	 	87
	Section 4.13.	 	Offer to Purchase upon
    Change of Control	 	87
	Section 4.14.	 	Corporate Existence	 	89
	Section 4.15.	 	Additional Guarantees	 	89
	Section 4.16.	 	Limitation on Designation
    of Unrestricted Subsidiaries	 	90
	Section 4.17.	 	Effectiveness of Covenants	 	91
	 	 	 	 	 
	ARTICLE V
 SUCCESSORS
	 	 	 	 	 
	Section 5.1.	 	Consolidation, Merger,
    Conveyance, Transfer or Lease	 	93
	 	 	 	 	 
	ARTICLE VI
 DEFAULTS AND REMEDIES
	 	 	 	 	 
	Section 6.1.	 	Events of Default	 	95
	Section 6.2.	 	Acceleration	 	98
	Section 6.3.	 	Other Remedies	 	99
	Section 6.4.	 	Waiver of Past Defaults	 	99
	Section 6.5.	 	Control by Majority	 	99
	Section 6.6.	 	Limitation on Suits	 	99
	Section 6.7.	 	Rights of Holders of
    Notes to Receive Payment	 	100
	Section 6.8.	 	Collection Suit by Trustee	 	100
	Section 6.9.	 	Trustee May File
    Proofs of Claim	 	100
	Section 6.10.	 	Priorities	 	100
	Section 6.11.	 	Undertaking for Costs	 	101
	 	 	 	 	 
	ARTICLE VII
 TRUSTEE
	 	 	 	 	 
	Section 7.1.	 	Duties of Trustee	 	101
	Section 7.2.	 	Rights of Trustee	 	102
	Section 7.3.	 	Individual Rights of
    the Trustee	 	104
	Section 7.4.	 	Trustee’s Disclaimer	 	104
	Section 7.5.	 	Notice of Defaults	 	104
	Section 7.6.	 	Compensation and Indemnity	 	105
	Section 7.7.	 	Replacement of Trustee	 	105
	Section 7.8.	 	Successor Trustee by
    Merger, Etc	 	106
	Section 7.9.	 	Eligibility; Disqualification	 	106
	Section 7.10.	 	Appointment of Authenticating
    Agent	 	106
	Section 7.11.	 	Spanish Provisions in
    Relation to the Spanish Liens.	 	107
	 	 	 	 	 
	ARTICLE VIII
 DEFEASANCE; DISCHARGE OF THIS INDENTURE
	 	 	 	 	 
	Section 8.1.	 	Option to Effect Legal
    Defeasance or Covenant Defeasance	 	108
	Section 8.2.	 	Legal Defeasance	 	108
	Section 8.3.	 	Covenant Defeasance	 	109
	Section 8.4.	 	Conditions to Legal or
    Covenant Defeasance	 	109
	Section 8.5.	 	Deposited Money and U.S.
    Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	 	110
	Section 8.6.	 	Repayment to Issuer	 	110



 






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	Section 8.7.	 	Reinstatement	 	111
	Section 8.8.	 	Satisfaction and Discharge	 	111
	 	 	 	 	 
	ARTICLE IX
 AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	 	 	 
	Section 9.1.	 	Without Consent of Holders
    of the Notes	 	112
	Section 9.2.	 	With Consent of Holders
    of Notes	 	115
	Section 9.3.	 	Revocation and Effect
    of Consents	 	116
	Section 9.4.	 	Notation on or Exchange
    of Notes	 	116
	Section 9.5.	 	Trustee to Sign Amendments,
    Etc.	 	116
	Section 9.6.	 	Officer’s Certificate
    and Opinion of Counsel	 	116
	 	 	 	 	 
	ARTICLE X
 collateral
	 	 	 	 	 
	Section 10.1.	 	The Collateral	 	117
	Section 10.2.	 	Maintenance of Collateral;
    Further Assurances	 	119
	Section 10.3.	 	After-Acquired Property	 	119
	Section 10.4.	 	Impairment of Security
    Interest	 	119
	Section 10.5.	 	Real Estate Mortgages
    and Filings	 	119
	Section 10.6.	 	Release of Liens on the
    Collateral	 	120
	Section 10.7.	 	Authorization of Actions
    to be Taken by the Trustee or the Notes Collateral Agent Under the Security Documents	 	122
	Section 10.8.	 	Information Regarding
    Collateral	 	123
	Section 10.9.	 	Guaranty and Security
    Principles	 	123
	Section 10.10.	 	Regarding the Notes Collateral
    Agent.	 	124
	Section 10.11.	 	Notes Collateral Agent
    as English Security Trustee.	 	127
	Section 10.12.	 	Authorization of Actions
    to be Taken by the Term Loan Collateral Agent.	 	129
	Section 10.13.	 	Negative Pledge	 	129
	Section 10.14.	 	Spanish Particularities
    in Relation to the Spanish Liens.	 	130
	 	 	 	 	 
	ARTICLE XI
 GUARANTEES
	 	 	 	 	 
	Section 11.1.	 	Guarantees	 	131
	Section 11.2.	 	Execution and Delivery
    of Guarantee	 	132
	Section 11.3.	 	Severability	 	132
	Section 11.4.	 	Limitation of Guarantors’
    Liability	 	132
	Section 11.5.	 	Releases	 	137
	Section 11.6.	 	Benefits Acknowledged	 	138
	Section 11.7.	 	Post-Closing Guarantors	 	138
	 	 	 	 	 
	ARTICLE XII
 MISCELLANEOUS
	 	 	 	 	 
	Section 12.1.	 	Concerning the Trust
    Indenture Act	 	138
	Section 12.2.	 	Notices	 	139
	Section 12.3.	 	Certificate and Opinion
    as to Conditions Precedent	 	140
	Section 12.4.	 	Statements Required in
    Certificate or Opinion	 	140
	Section 12.5.	 	Rules by Trustee
    and Agents	 	141
	Section 12.6.	 	No Personal Liability
    of Directors, Officers, Employees and Stockholders	 	141
	Section 12.7.	 	Governing Law; Consent
    to Jurisdiction; WAIVER OF JURY TRIAL	 	141
	Section 12.8.	 	No Adverse Interpretation
    of Other Agreements	 	142
	Section 12.9.	 	Successors	 	142
	Section 12.10.	 	Severability; Entire
    Agreement	 	142



 






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	Section 12.11.	 	Execution in Counterparts	 	142
	Section 12.12.	 	Table of Contents, Headings,
    Etc.	 	142
	Section 12.13.	 	Force Majeure	 	142
	Section 12.14.	 	Legal Holidays	 	142
	Section 12.15.	 	Benefit of this Indenture	 	143
	Section 12.16.	 	Spanish Provisions Relating
    to Executive Proceedings.	 	143




 


Appendices


 


	Appendix A	Provisions Relating to Initial Notes and Additional Notes


 


Exhibits


 


	Exhibit A	Form of Note
	Exhibit B	Form of Transferee Letter of Representation for Transfers to IAIs
	Exhibit C	Form of Supplemental Indenture to be Delivered by Subsequent Guarantors
	Exhibit D	Guaranty and Security Principles


 






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This Indenture, dated
as of May 22, 2020, is by and among Venator Finance S.à r.l., a private limited liability company (société
 à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”),
having its registered office at 8-10 avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg
Register of Commerce under number B215641 (“Venator Finance”), Venator Materials LLC, a Delaware limited liability
company (“Venator Co-Issuer” and, together with Venator Finance, the “Issuers”), the guarantors
listed on the signature pages hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”)
and as notes collateral agent (in such capacity, the “Notes Collateral Agent”).


 


RECITALS OF THE ISSUERS


 


WHEREAS, the
Issuers have duly authorized the execution and delivery of this Indenture to provide for (i) the issuance of $225,000,000
in aggregate principal amount of 9.500% Senior Secured Notes due 2025 issued on the date hereof (the “Initial Notes”)
and (ii) the issuance of Additional Notes (as defined herein) that may be issued from time to time on any date subsequent
to the Issue Date, to be guaranteed as provided herein by the Guarantors;


 


WHEREAS, all things necessary have
been done by the Issuers to make this Indenture, when executed and delivered by the Issuers, a valid, binding and legal instrument;


 


WHEREAS, all things necessary have
been done by the Issuers to make the Notes, when executed by the Issuers and authenticated and delivered in accordance with the
provisions of this Indenture, the valid obligations of the Issuers.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.1.     Definitions.


 


“ABL Collateral
Agent” means JPMorgan Chase Bank, N.A., in its capacity as the collateral agent under the ABL Credit Facility, or any
successor representative acting in such capacity.


 


“ABL Credit
Facility” means that certain Revolving Credit Agreement, dated as of August 8, 2017, by and among Holdings, the
Issuers, certain Subsidiaries party thereto, J.P. Morgan Chase Bank, N.A., as administrative agent and collateral agent, and the
several lenders and other agents party thereto, including any notes, guarantees, collateral and security documents, instruments
and agreements executed in connection therewith (including Hedging Obligations related to the Indebtedness incurred thereunder),
and in each case as such agreement or facility may be amended (including any amendment or restatement thereof), supplemented or
otherwise modified from time to time, including any agreement or indenture exchanging, extending the maturity of, refinancing,
renewing, replacing, substituting or otherwise restructuring, whether in the bank or debt capital markets (or combination thereof)
(including increasing the amount of available borrowings thereunder, changing the maturity or adding or removing Subsidiaries as
borrowers or guarantors thereunder and whether or not with the same agents, lenders, investors or holders) all or any portion of
the Indebtedness under such agreement or facility or any successor or replacement agreement or facility.


 






    


     


    

 


“ABL Documents”
means the ABL Credit Facility, any additional credit agreement, note purchase agreement, indenture or other agreement related thereto
and all other loan or note documents, collateral or security documents, notes, guarantees, instruments and agreements governing
or evidencing, or executed or delivered in connection with, the ABL Credit Facility or any Pari Passu ABL Lien Indebtedness, as
such agreements or instruments may be amended, supplemented, modified, restated, replaced, renewed, refunded, restructured, increased
or refinanced from time to time.


 


“ABL Intercreditor
Agreement” means that certain ABL Intercreditor Agreement, dated as of August 8, 2017, among the Issuers, the Guarantors,
the ABL Collateral Agent and the Term Loan Collateral Agent, as amended, supplemented or modified from time to time, including
by that Additional Debt Joinder Agreement and Supplement, to be executed in connection with this Indenture by the Notes Collateral
Agent in order to become a party to the ABL Intercreditor Agreement.


 


“ABL Obligations”
means all Indebtedness, liabilities and obligations (of every kind or nature) incurred or arising under or relating to the ABL
Documents that is secured by a Permitted Lien described under clause (17) of the definition thereof, and all other obligations
of the Issuers or any Guarantor in respect thereof.


 


“ABL Priority
Collateral” consists of that portion of the Collateral consisting of:


 


(1)            Accounts;


 


(2)            Payment
Intangibles;


 


(3)            Inventory;


 


(4)            General
Intangibles, intangibles, trade receivables, Instruments, Documents, documents of title and Chattel Paper evidencing or substituted
for the foregoing;


 


(5)            all
Deposit Accounts, including any account with a deposit function, with any bank or other financial institution (including all cash,
cash equivalents, financial assets, negotiable instruments and other evidence of payment, and other funds on deposit therein or
credited thereto);


 


(6)            all
Securities Accounts with any securities intermediary (including any and all Investment Property held therein or credited thereto),
except to the extent that such Investment Property constitute identifiable proceeds of Pari Passu Priority Collateral;


 


(7)            all
accessions to, substitutions for and replacements of the foregoing, together with all books and records, customer lists, credit
files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles
at any time evidencing or relating to any of the foregoing;


 


(8)            all
Commercial Tort Claims, Letter of Credit Rights, Records relating to the foregoing; and


 


(9)            to
the extent not otherwise included, all Proceeds (including without limitation, all insurance proceeds), Supporting Obligations
and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any
of the foregoing.


 


Capitalized terms used
in this definition but not otherwise defined in this Indenture are defined more particularly in the New York Uniform Commercial
Code or the PPSA, as applicable.


 






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“ABL Representative”
means, (1) in the case of the ABL Credit Facility, the ABL Collateral Agent and (2) in the case of any other Pari Passu
ABL Lien Indebtedness, the trustee, agent or representative of the holders of such Pari Passu ABL Lien Indebtedness who is appointed
as a representative of such Pari Passu ABL Lien Indebtedness (for purposes related to the administration of the applicable security
documents related thereto) pursuant to the indenture, credit agreement or other agreement governing such Pari Passu ABL Lien Indebtedness.


 


“Acquired
Indebtedness” means:


 


(1)            with
respect to any Person that becomes a Restricted Subsidiary after the Issue Date, Indebtedness of such Person and its Subsidiaries
(including, for the avoidance of doubt, Indebtedness incurred in the ordinary course of such Person’s business to acquire
assets used or useful in its business) existing at the time such Person becomes a Restricted Subsidiary; and


 


(2)            with
respect to Holdings or any Restricted Subsidiary, any Indebtedness of a Person (including, for the avoidance of doubt, Indebtedness
incurred in the ordinary course of such Person’s business to acquire assets used or useful in its business), other than Holdings
or a Restricted Subsidiary, existing at the time such Person is merged or consolidated with or into Holdings or a Restricted Subsidiary,
or Indebtedness expressly assumed by Holdings or any Restricted Subsidiary in connection with the acquisition of an asset or assets
from another Person,


 


in each case of (1) and (2) regardless
of whether such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into or
becoming a Restricted Subsidiary.


 


“Additional
Notes” means Notes (other than the Initial Notes) issued pursuant to Article II and otherwise in compliance with
the provisions of this Indenture whether or not they bear the same CUSIP number.


 


“Affiliate”
of any Person means any other Person which directly or indirectly controls or is controlled by, or is under direct or indirect
common control with, the referent Person. For purposes of this definition, “control” of a Person shall mean the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise.


 


“Agent”
means any Registrar, Paying Agent, co-registrar or other agent appointed pursuant to this Indenture.


 


“amend”
means to amend, supplement, restate, amend and restate or otherwise modify, including successively, and “amendment”
shall have a correlative meaning.


 


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


 


(1)            1.0%
of the 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 such Note at July 1, 2022 (such redemption price
being set forth in the table appearing in Section 3.7(b)) plus (ii) all required interest payments (excluding accrued
and unpaid interest, if any, to such redemption date) due on such Note through July 1, 2022, computed using a discount rate
equal to the Treasury Rate as of such redemption date plus 50 basis points discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months); over


 






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(b)            the
principal amount of such Note.


 


“asset”
means any asset or property, including, without limitation, Equity Interests.


 


“Asset Acquisition”
means:


 


(1)            an
Investment by Holdings or any Restricted Subsidiary of Holdings in any other Person if, as a result of such Investment, such Person
shall become a Restricted Subsidiary of Holdings, or shall be merged with or into Holdings or any Restricted Subsidiary of Holdings,
or


 


(2)            the
acquisition by Holdings or any Restricted Subsidiary of Holdings of all or substantially all of the assets of any other Person
(other than a Restricted Subsidiary of Holdings) or any division or line of business of any such other Person (other than in the
ordinary course of business).


 


“Asset Sale”
means:


 


(1)            any
sale, conveyance, transfer, lease, assignment or other disposition for value by Holdings or any Restricted Subsidiary to any Person
other than Holdings or any Restricted Subsidiary, including by means of a sale and leaseback transaction or a merger or consolidation,
in one transaction or a series of related transactions, of any assets of Holdings or any of its Restricted Subsidiaries other than
in the ordinary course of business; or


 


(2)            any
issuance of Equity Interests of a Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance
with Section 4.9) to any Person other than Holdings or any Restricted Subsidiary, in one transaction or a series of related
transactions (other than directors’ qualifying shares and shares issued to foreign nationals as required by law) (the actions
described in these clauses (1) and (2), collectively, for purposes of this definition, a “transfer”).


 


For purposes of this
definition, the term “Asset Sale” shall not include:


 


(a)            transfers
of cash or Cash Equivalents;


 


(b)            transfers
of assets (including Equity Interests) that are governed by, and made in accordance with, Section 4.13 or Section 5.1;


 


(c)            Permitted
Investments and Restricted Payments permitted under Section 4.7;


 


(d)            the
lease, assignment or sublease of real or personal property in the ordinary course of business;


 


(e)            the
creation, incurrence or assumption of or realization on or perfection of any Permitted Lien and any disposition of assets resulting
from the enforcement or foreclosure of any such Permitted Lien;


 






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(f)            transfers
of damaged, worn-out or obsolete equipment or assets that, in Holdings’ reasonable judgment, are no longer necessary, used
or useful in the business of Holdings or its Restricted Subsidiaries;


 


(g)            the
abandonment of Intellectual Property rights in the ordinary course of business which in the reasonable view of Holdings are uneconomical
or not material to the business of Holdings and its Restricted Subsidiaries taken as a whole;


 


(h)            sales
or grants of licenses or sublicenses to use the patents, trade secrets, know-how and other Intellectual Property, and licenses,
leases or subleases of other assets, of Holdings or any Restricted Subsidiary to the extent not materially interfering with the
business of Holdings and its Restricted Subsidiaries (other than as would have a material adverse effect on the value of the Collateral
or the ability of the Notes Collateral Agent or the Holders to realize the benefits of, and intended to be afforded by, the Collateral);


 


(i)            a
disposition of inventory in the ordinary course of business;


 


(j)            a
disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business
or in bankruptcy or similar proceedings and exclusive of factoring and similar arrangements or any sale of assets received by Holdings
or a Restricted Subsidiary upon the foreclosure of a Lien granted in favor of Holdings or a Restricted Subsidiary;


 


(k)            the
trade or exchange by Holdings or any Restricted Subsidiary of any asset for any other asset or assets that are used in a Permitted
Business; provided that the Fair Market Value of the asset or assets received by Holdings or any Restricted Subsidiary in such
trade or exchange (including any cash or Cash Equivalents) is at least equal to the Fair Market Value (as determined in good faith
by the Board of Directors or an executive officer of Holdings with responsibility for such transaction, which determination shall
be conclusive evidence of compliance with this provision) of the asset or assets disposed of by Holdings or any Restricted Subsidiary
pursuant to such trade or exchange; and, provided, further, that if any cash or Cash Equivalents are used in such trade or exchange
to achieve an exchange of equivalent value, that the amount of such cash and/or Cash Equivalents received shall be deemed proceeds
of an “Asset Sale,” subject to clause (p) below; provided, further that to the extent the assets
that are the subject of the trade or exchange are Collateral, the asset or assets received shall also be Collateral of the same
priority as the asset disposed of and which are thereupon with their acquisition added to the Collateral securing the Notes;


 


(l)            dispositions
of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell or put/call arrangements between
joint venture parties set forth in joint venture agreements or any similar binding arrangements;


 


(m)            the
disposition of assets received in settlement of debts accrued in the ordinary course of business;


 


(n)            the
surrender or waiver in the ordinary course of business of contract rights, the termination of leases in the ordinary course of
business or the settlement, release or surrender of contractual, non-contractual, tort or other claims of any kind;


 






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(o)            dispositions
of real property and related assets in the ordinary course of business in connection with relocation activities for directors,
officers, employees, members of management or consultants of Holdings or any of its Restricted Subsidiaries;


 


(p)            any
transfer or series of related transfers that, but for this clause, would be Asset Sales, if after giving effect to such transfers,
the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not
exceed $15.0 million per occurrence;


 


(q)            any
issuance, sale or disposition of Equity Interests, Indebtedness or other securities of an Unrestricted Subsidiary, any other
disposition of such Unrestricted Subsidiary or any disposition of assets of such Unrestricted Subsidiary;


 


(r)            the
issuance of Preferred Stock or Disqualified Equity Interests of Restricted Subsidiaries not prohibited by this Indenture; and


 


(s)            the
sale of (i) defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing
transaction and (ii) accounts receivable and related assets in connection with a Qualified Receivables Financing.


 


“Authenticating
Agent” means an agent appointed by the Trustee in accordance with Section 2.2(d) and Section 7.10 for
the purpose of authenticating the Notes.


 


“Bankruptcy
Law” means the Bankruptcy Code and any other federal, state or foreign law for the relief of debtors, or any arrangement,
reorganization, insolvency, moratorium, assignment for the benefit of creditors, any other marshalling of the assets or liabilities
of Holding or any of its Subsidiaries, or similar law affecting creditors’ rights generally.


 


“Board of
Directors” means, with respect to any Person, (i) in the case of any corporation, the board of directors of such
Person and (ii) in any other case, the functional equivalent of the foregoing or, in each case, other than for purposes of
the definition of “Change of Control,” any duly authorized committee of such body.


 


“Borrowing
Base” has the meaning given to the term “Aggregate Borrowing Base” in the ABL Credit Facility as in effect
on August 8, 2017.


 


“Business
Day” means a day other than a Saturday, Sunday or other day on which banking institutions in the United Kingdom, the
Grand Duchy of Luxembourg, the State of New York and, with respect to payments, the place of payment, are authorized or required
by law to close.


 


“Capitalized
Lease” means a lease required to be capitalized on a balance sheet (excluding the footnotes thereto) prepared in accordance
with GAAP. Notwithstanding the foregoing, any lease (whether entered into before or after the Issue Date) that would have been
classified as an operating lease pursuant to GAAP as in effect on the Issue Date shall be deemed not to be a Capitalized Lease.


 


“Capitalized
Lease Obligations” means the obligations of any Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof, which obligations effectively transfer control
of the underlying asset and represents an in-substance financed purchase of an asset, and the amount of such obligations are required
to be classified and accounted for as “finance leases” on the balance sheet of such Person, in accordance with GAAP,
including, without limitation, Accounting Standards Codification 842 and related accounting rules and regulations, as such
may be amended or re-codified from time to time. The amount of Indebtedness represented by any Capitalized Lease Obligation shall
be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the
date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a penalty. For purposes of Section 4.12, a Capitalized Lease Obligation shall
be deemed secured by a Lien on the property being leased. For the avoidance of doubt, the term “Capitalized Lease Obligations”
does not include any obligations of a Person under any operating leases entered into in the ordinary course of business that do
not effectively transfer control of the underlying asset and do not represent an in-substance financed purchase of an asset under
GAAP, including, without limitation, Accounting Standards Codification 842 and related accounting rules and regulations,
as such may be amended or re-codified from time to time, notwithstanding that GAAP and such accounting rules and regulations,
such as Accounting Standards Codification 842, may require that such obligations be recognized on the balance sheet of such Person
as a lease liability (along with the related right-of-use asset).


 






    6


     


    

 


“Captive Insurance
Company” means a Subsidiary of the Issuers created solely for providing self-insurance for Holdings and its Subsidiaries
and engaging in no other activities other than activities ancillary thereto and necessary for the maintenance of corporate existence.


 


“Cash Equivalents”
means:


 


(1)            U.S.
dollars, Canadian dollars, Japanese yen, pounds sterling, euros or any other national currency of any participating member of the
European Union or, in the case of any Foreign Subsidiary, any local currencies held by it from time to time in the ordinary course
of business and not for speculation;


 


(2)            direct
obligations of the United States of America, Canada, the United Kingdom or any member of the European Union or any agency thereof
or obligations guaranteed by the United States of America, Canada, the United Kingdom or any member of the European Union or any
agency thereof, in each case, with maturities not exceeding two years;


 


(3)            time
deposits, eurodollar time deposits, certificates of deposit and money market deposits, in each case, with maturities not exceeding
one year from the date of acquisition thereof, and overnight bank deposits, in each case, with any commercial bank having capital,
surplus and undivided profits of not less than $250.0 million;


 


(4)            repurchase
obligations for underlying securities of the types described in clauses (2) and (3) above and clause (6) below entered
into with a bank meeting the qualifications described in clause (3) above;


 


(5)            commercial
paper or variable or fixed rate notes maturing not more than one year after the date of acquisition issued by a corporation rated
at least “P-1” by Moody’s or “A-1” by S&P (or reasonably equivalent ratings of another internationally
recognized rating agency);


 


(6)            securities
with maturities of two years or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States of America, or by any political subdivision or taxing authority thereof, having one of the two highest rating
categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized
rating agency);


 


(7)            Indebtedness
issued by Persons with a rating of at least “A 2” by Moody’s or “A” by S&P (or reasonably equivalent
ratings of another internationally recognized rating agency), in each case, with maturities not exceeding one year from the date
of acquisition, and marketable short-term money market and similar securities having a rating of at least “P-2” or
 “A-2” from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized
rating agency);


 






    7


     


    

 


(8)            Investments
in money market funds with average maturities of 12 months or less from the date of acquisition that are rated “Aaa3”
by Moody’s and “AAA” by S&P (or reasonably equivalent ratings of another internationally recognized rating
agency);


 


(9)            instruments
equivalent to those referred to in clauses (1) through (8) above denominated in any foreign currency comparable in credit
quality and tenor to those referred to above customarily utilized in the countries where any such Restricted Subsidiary is located
or in which such Investment is made; and


 


(10)            shares
of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of
clauses (1) through (9) above.


 


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


 


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


 


(1)            the
direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the properties or assets of Holdings and its Restricted Subsidiaries,
taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than
transactions with a Permitted Holder;


 


(2)            any
 “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act),
other than a Permitted Holder, is or becomes the beneficial owner of (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that for purposes of this clause that person or group shall be deemed to have “beneficial ownership” of
all securities that any such person or group has the right to acquire, whether such right is exercisable immediately or only after
the passage of time), or controls, directly or indirectly, Voting Stock representing more than 50.0% of the voting power of the
total outstanding Voting Stock of Holdings on a fully diluted basis, other than by a merger or consolidation that meets the criteria
specified in the proviso in clause (3);


 


(3)            the
merger or consolidation of Holdings with or into another Person or the merger of another Person with or into Holdings, unless the
holders of a majority of the aggregate voting power of the Voting Stock of Holdings, immediately prior to such transaction, hold
securities of Holdings or the surviving or transferee Person that represent, immediately after such transaction, at least a majority
of the aggregate voting power of the Voting Stock of Holdings or the surviving or transferee Person;


 


(4)            the
adoption by the stockholders of Holdings of a Plan of Liquidation; or


 


(5)            the
Issuers cease to be, directly or indirectly, Wholly-Owned Subsidiaries of Holdings.


 


For purposes of this
definition, a Person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger
agreement or similar agreement until the consummation of the transactions contemplated by such agreement.


 


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


 






    8


     


    

 


“Collateral”
means the Pari Passu Priority Collateral and the ABL Priority Collateral, other than U.S. Excluded Assets, Excluded Pension Assets
and other assets excluded pursuant to the Guaranty and Security Principles.


 


“Common Stock”
means with respect to any Person, any and all shares, interest or other participations in, and other equivalents (however designated
and whether voting or nonvoting) of such Person’s common stock whether or not outstanding on the Issue Date, and includes,
without limitation, all series and classes of such common stock.


 


“Consolidated
Amortization Expense” for any period means the amortization expense of the relevant Person and its Restricted Subsidiaries
for such period, determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Cash Flow” for any period means, with respect to any specified Person and its Restricted Subsidiaries, without duplication,
the sum of the amounts for such period of:


 


(1)            Consolidated
Net Income, plus


 


(2)            in
each case only to the extent deducted in determining Consolidated Net Income,


 


(a)            provision
for taxes based on income, profits or capital, including state, franchise, excise and similar taxes and foreign withholding taxes
paid or accrued, including any penalties and interests relating to any tax examinations, and state taxes in lieu of business fees
(including business license fees) and payroll tax credits, income tax credits and similar tax credits, and including an amount
equal to the amount of tax distributions actually made to the holders of Equity Interests of any direct or indirect parent of the
Issuers or the Restricted Subsidiaries in respect of such period (in each case, to the extent attributable to the operations of
Holdings and its Restricted Subsidiaries), which will be included as though such amounts had been paid as income taxes directly
by Holdings,


 


(b)            cash
dividend payments (excluding items eliminated in consolidation) on any Disqualified Equity Interest of Holdings or any Restricted
Subsidiary,


 


(c)            Consolidated
Amortization Expense,


 


(d)            Consolidated
Depreciation Expense,


 


(e)            Consolidated
Interest Expense,


 


(f)            any
costs, expenses, losses or charges (including advisory, legal and professional fees) related to the Transactions and any transaction
that is out of the ordinary course of business permitted under the indenture, including issuance of debt or equity, investments,
acquisition, disposition, asset sale, recapitalization, mergers, option buyouts or incurrence, issuance, amendment, waiver, modification,
redemption or refinancing of any Indebtedness, whether or not consummated, including (A) prepayment premiums, breakage costs
and LIBOR indemnities or funding costs, (B) such fees, expenses or charges related to the offering of the Notes and any Debt
Facilities, (C) any amendment or modification relating to such Indebtedness or similar transactions, (D) any net loss
from the extinguishment of any Indebtedness of any Person or the amortization or write-off of Indebtedness issuance costs or Indebtedness
discount and (E) any expenses in connection with related due diligence activities or other transactions costs, in each case,
as determined by any Officer of Holdings,


 






    9


     


    

 



 


(g)            any
charge, loss, fee, expense, cost accrual or reserve of any kind attributable to the undertaking and/or implementation of cost savings
initiatives, cost rationalization programs, operating expense reductions, and/or synergies (including, without limitation, in connection
with any integration, restructuring or transition, facility openings and/or reopenings, inventory optimization programs, curtailments
and/or future lease commitments), restructuring charges, charges relating to the closure or consolidation of facilities (including,
without limitation, severance, rent termination costs, moving costs and legal costs), severance charges, retention or completion
bonuses, charges associated with modifications to pension and post-retirement employee benefit plans, corporate development charges
and professional and consulting fees incurred in connection with any of the foregoing,


 


(h)            any
expense or deduction attributable to minority Equity Interests of third parties in any Restricted Subsidiary that is not a Wholly-Owned
Subsidiary of Holdings,


 


(i)             the
amount of management, monitoring, consulting, transaction and advisory fees (including termination fees) and related indemnities,
charges and expenses paid or accrued to or on behalf of any direct or indirect parent (other than Holdings) or any of the Permitted
Holders, in each case, to the extent permitted by Section 4.11,


 


(j)             all
charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of Equity Interests held
by officers or employees of Holdings and its Subsidiaries and all losses, charges and expenses related to payments made to holders
of options or other derivative Equity Interests in the common equity of any direct or indirect parent in connection with, or as
a result of, any distribution being made to equityholders of such Person or any of its direct or indirect parents, which payments
are being made to compensate such option holders as though they were equityholders at the time of, and entitled to share in, such
distribution,


 


(k)            all
non-cash losses, charges and expenses, including any write-offs or write-downs; provided that if any such non-cash charge
represents an accrual or reserve for potential cash items in any future four-fiscal quarter period (i) Holdings may determine
not to add back such non-cash charge in the period for which Consolidated Cash Flow is being calculated and (ii) to the extent
Holdings does decide to add back such non-cash charge, the cash payment in respect thereof in such future, four-fiscal quarter
period will be subtracted from Consolidated Cash Flow for such future four-fiscal quarter period,


 


(l)             earn-out
obligations incurred or accrued in connection with any acquisition and/or Permitted Investment and paid or accrued during such
period,


 


(m)            factually
supportable and identifiable pro forma cost savings related to operational efficiencies, strategic initiatives or purchasing improvements
and other synergies, in each case, reasonably expected by Holdings and the Restricted Subsidiaries to be realized based upon actions
reasonably expected to be taken within 18 months of the date of such calculation (without duplication of the amount of actual benefit
realized during such period from such actions), which cost savings, improvements and synergies can be reasonably computed, as certified
in writing by an Officer of Holdings; provided that any such pro forma adjustments in respect of such cost savings, improvements
and synergies shall not exceed 20% of Consolidated Cash Flow (before giving effect to all such adjustments) for any four-quarter
period; provided, further, that such pro forma adjustments shall be determined in good faith by a Responsible Financial
or Accounting Officer of Holdings whether or not such pro forma adjustments would be permitted under SEC rules or guidelines,


 






    10


     


    

 


(n)            non-recurring
incremental costs arising out of the temporary interruption of the supply of goods to Holdings and its Subsidiaries,


 


(o)            charges,
resulting from the write-off of capital expenditures arising from the cancellation of project or design plants, and


 


(p)            all
other non-cash items reducing the Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve
for cash charges in any future period) for such period, minus


 


(3)            without
duplication, the aggregate amount of all non-cash items, determined on a consolidated basis, to the extent such items increased
Consolidated Net Income for such period (excluding any non-cash items to the extent they represent the reversal of an accrual of,
or cash reserve for, anticipated cash charges that were deducted (and not added back) in the calculation Consolidated Cash Flow
in any prior period).


 


“Consolidated
Depreciation Expense” for any period means the depreciation expense of the relevant Person and its Restricted Subsidiaries
for such period, determined on a consolidated basis in accordance with GAAP.


 


“Consolidated
Interest Coverage Ratio” means, on any date of determination, with respect to any Person, the ratio of (x) Consolidated
Cash Flow during the most recent four consecutive full fiscal quarters for which internal financial statements prepared on a consolidated
basis in accordance with GAAP are available (the “Four-Quarter Period”) ending on or prior to the date of the
transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio (the “Transaction Date”)
to (y) Consolidated Interest Expense for the Four-Quarter Period. For purposes of this definition, Consolidated Cash Flow
and Consolidated Interest Expense shall be calculated after giving effect on a pro forma basis for the period of such calculation
to:


 


(1)            the
incurrence or issuance of any Indebtedness or the issuance of any Disqualified Equity Interests of Holdings or any Restricted Subsidiary
or Preferred Stock of any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment, repurchase or
redemption of other Indebtedness or other Disqualified Equity Interests or Preferred Stock (and the application of the proceeds
therefrom) (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes
pursuant to any revolving credit arrangement), occurring during the Four-Quarter Period or at any time subsequent to the last day
of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, repurchase, issuance or redemption,
as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and


 


(2)            any
Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation
as a result of Holdings or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such
Asset Acquisition) incurring, assuming or otherwise becoming liable for Indebtedness or Acquired Indebtedness and also including
any Consolidated Cash Flow) in each case occurring during the Four-Quarter Period or at any time subsequent to the last day of
the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition (including the incurrence
of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter
Period.


 


provided, further, that in the case
of clauses (1) and (2) above, such pro forma calculations shall be determined in good faith by a Responsible Financial
or Accounting Officer of Holdings whether or not such pro forma adjustments would be permitted under SEC rules or guidelines.


 



    11


     


    

 





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


 


(a)            interest
on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined
thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect
on the Transaction Date;


 


(b)            if
interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon
a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on
the Transaction Date will be deemed to have been in effect during the Four-Quarter Period (or, if none, than based on such optional
rate chosen as the Person may designate); and


 


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


 


“Consolidated
Interest Expense” for any period means the sum, without duplication, of the aggregate interest expense of the relevant
Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, to the extent
such expense was deducted in computing Consolidated Net Income, including, without duplication:


 


(1)            interest
component of Capitalized Lease Obligations;


 


(2)            commissions,
discounts and other fees and charges owed with respect to letters of credit securing financial obligations, bankers’ acceptance
financing and receivables financings;


 


(3)            the
net costs associated with Hedging Obligations related to interest rates, other than in connection with early termination (excluding
amortization of fees or any non-cash interest expense attributable to the movement in mark-to-market valuation of such obligations);


 


(4)            amortization
of original issue discount;


 


(5)            all
other non-cash interest expense;


 


(6)            capitalized
interest;


 


(7)            all
dividend payments on any series of Disqualified Equity Interests of Holdings or any of its Restricted Subsidiaries or any Preferred
Stock of any Restricted Subsidiary (other than dividends on Equity Interests payable solely in Qualified Equity Interests of Holdings,
or to Holdings or a Restricted Subsidiary of Holdings);


 


(8)            all
interest payable with respect to discontinued operations; and


 


(9)            all
interest on any Indebtedness described in clause (7) or (8) of the definition of Indebtedness.


 


Consolidated Interest
Expense shall not include any interest expenses relating to (A) amortization or write-off of deferred financing fees, debt
issuance costs, debt discount or premium, terminated hedging obligations and other commissions, financing fees and expenses, (B) any
expensing of bridge, commitment or other financing fees and (C) all discounts, commissions, fees and other charges associated
with any Receivables Facility.


 






    12


     


    

 





“Consolidated
Net Income” for any period means the net income (or loss) of such Person and its Restricted Subsidiaries, in each case
for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded in calculating
such net income (or loss), to the extent otherwise included therein, without duplication:


 


(1)            the
net income (or loss) of any Person (other than a Restricted Subsidiary) in which any Person other than Holdings and the Restricted
Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been
received by Holdings or any of its Restricted Subsidiaries during such period;


 


(2)            except
to the extent includible in the net income (or loss) of Holdings pursuant to the foregoing clause (1), the net income (or loss)
of any Person that accrued prior to the date that (a) such Person becomes a Restricted Subsidiary or is merged into or consolidated
with Holdings or any Restricted Subsidiary or (b) the assets of such Person are acquired by Holdings or any Restricted Subsidiary;


 


(3)            solely
for purposes of Section 4.7, the net income of any Restricted Subsidiary other than the Issuers or a Subsidiary Guarantor
during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary
of that income is not permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Restricted Subsidiary during such period, unless such restriction
with respect to the payment of dividends has been legally waived and provided that Consolidated Net Income will be increased by
an amount of cash dividends or distributions actually paid to such Person or a Restricted Subsidiary of such Person;


 


(4)            gains
or losses attributable to discontinued operations;


 


(5)            any
gain (or loss), charge or write-off, together with any related provisions for taxes on any such gain (or the tax effect of any
such loss), realized or recorded during such period by Holdings or any Restricted Subsidiary upon (a) the acquisition of any
securities, or the extinguishment of any Indebtedness (including any charges attributable to the early extinguishment or cancellation
of Indebtedness), of Holdings or any Restricted Subsidiary or (b) any Asset Sale (or asset sale) by Holdings or any Restricted
Subsidiary or abandonments or reserves relating thereto;


 


(6)            gains
and losses due solely to fluctuations in currency values and the related tax effects according to GAAP;


 


(7)            unrealized
gains and losses with respect to Hedging Obligations or other derivative instruments;


 


(8)            the
cumulative effect of any change in accounting principles or policies;


 


(9)            any
extraordinary, non-recurring, exceptional or unusual gain, loss, expense or charge and the related tax effect;


 


(10)            any
non-cash compensation charges or other non-cash charges or expenses (including write-offs and write-downs) with respect to the
grant, issuance, payment or repricing of stock options, restricted stock or other equity compensation awards or employee benefit
plans or agreements or post-employment benefit plans or agreements or any amendment, modification, substitution or change of any
equity-based award and any non-cash net after tax gains or losses attributable to the termination of any employee pension benefit
plan;


 






    13


     


    

 


(11)          accruals
and reserves that are established or adjusted within 12 months relating to the consummation of acquisitions in accordance with
GAAP;


 


(12)          to
the extent covered by insurance and actually reimbursed, or, so long as Holdings has made a determination that there exists reasonable
evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied
by the applicable carrier in writing within 180 days and (b) in fact reimbursed within 365 days of the date of such evidence
(with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability
or casualty events or business interruption;


 


(13)          goodwill
write-downs or other non-cash impairments of assets, any non-cash impairment charges resulting from the application of SFAS No. 142—Goodwill
and Other Intangibles and No. 144—Accounting for the Impairment or Disposal of Long-Lived Assets, the amortization of
intangibles and the effects of SFAS No. 141—Business Combinations and any successor statements;


 


(14)          all
net after-tax gain, loss, expense or charge attributable to business dispositions and asset dispositions other than in the ordinary
course of business (as determined in good faith by Holdings);


 


(15)          effects
of purchase accounting, fair value accounting or recapitalization accounting adjustments (including the effects of such adjustments
pushed down to the referent Person and its Restricted Subsidiaries) resulting from the application of purchase accounting, fair
value accounting or recapitalization accounting in relation to any acquisition consummated before or after the Issue Date, and
the amortization write-down or write-off of any amounts thereof, net of taxes;


 


(16)          all
amortization and write-offs of deferred financing fees, debt issuance costs, commissions, fees and expenses and expensing of any
bridge, commitment or other financing fees;


 


(17)          losses,
charges and expenses that are covered by indemnification or other reimbursement provisions in connection with any asset disposition
will be excluded to the extent actually reimbursed, or, so long as such Person has made a determination that a reasonable basis
exists for indemnification or reimbursement, but only to the extent that such amount is in fact indemnified or reimbursed within
365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not
so indemnified or reimbursed within such 365 days); and


 


(18)          non-cash
charges for deferred tax asset valuation allowances.


 


“Consolidated
Total Assets” means, as of any date, the total assets of Holdings and its Restricted Subsidiaries, determined on a consolidated
basis in accordance with GAAP, determined based upon the most recent quarter-end financial statements available internally as of
the date of determination, and calculated on a pro forma basis.


 


“Corporate
Trust Office” means the offices of the Trustee at which at any time this Indenture is being administered, which office
as of the date hereof is located at Wilmington Trust, National Association, 50 South Sixth Street, Suite 1290, Minneapolis,
Minnesota 55402; Attention: Venator Materials Administrator, or such other address as the Trustee may designate from time to time
by notice to the Holders and the Issuers, or the corporate trust office of any successor trustee (or such other address as such
successor trustee may designate from time to time by notice to the Holders and the Issuers).


 






    14


     


    

 


“Coverage
Ratio Exception” has the meaning set forth in Section 4.9(a).


 


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


 


“Customary
Recourse Exceptions” means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the
exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud,
misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders
from exculpation provisions or included in separate indemnification agreements in non-recourse financings.


 


“Debt Facilities”
means one or more debt facilities, debt instruments, indentures or other evidences of Indebtedness (which may be outstanding at
the same time and including, without limitation, the Term Loan Credit Facility and the ABL Credit Facility), commercial paper facilities
or other agreements providing for revolving credit loans, debt securities, notes, term loans, receivables financing, letters of
credit or other Indebtedness and, in each case, as such agreements may be amended, refinanced, restated, replaced, refunded, increased,
extended or otherwise restructured, in whole or in part from time to time whether in the bank or debt capital markets (or combination
thereof) (including increasing or decreasing the amount of available borrowings thereunder or adding or removing Subsidiaries of
Holdings as additional borrowers, co-issuers or guarantors thereunder or changing the maturity of any Indebtedness incurred thereunder
or contemplated thereby) with respect to all or any portion of the Indebtedness under such agreement or agreements or any successor
or replacement agreement or agreements, and in each case including all agreements, instruments and documents executed and delivered
pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any guarantee
and collateral agreement, mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements
and collateral documents) and whether by the same or any other agent, lender, group of lenders or institutional lenders or investors.


 


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


 


“Definitive
Note” means a certificated Initial Note or Additional Note (bearing the Restricted Notes Legend (as defined in Appendix
A) if the transfer of such Note is restricted by applicable law) that does not include the Global Notes Legend (as defined in Appendix
A).


 


“Depositary”
means with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3(b) hereof
as the Depositary with respect to the Global Notes, and any and all successors thereto appointed as depositary hereunder and having
become such pursuant to the applicable provision of this Indenture.


 


“Designated
Non-cash Consideration” means the Fair Market Value of non-cash consideration received by Holdings or a Restricted Subsidiary
of Holdings in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s
Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with
a subsequent sale of or collection on such Designated Non-cash Consideration. A particular item of Designated Non-cash Consideration
will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired, sold or
disposed of in accordance with this Indenture.


 


“Designation”
has the meaning given to this term in Section 4.16.


 


“Designation
Amount” has the meaning given to this term in Section 4.16.


 






    15


     


    

 


“Disqualified
Equity Interests” of any Person means any class of Equity Interests of such Person that, by its terms, or by the terms
of any related agreement or of any security into which it is convertible, puttable or exchangeable (in each case, at the option
of the holder thereof), is, or upon the happening of any event or the passage of time would be, required to be redeemed by such
Person, at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, in whole or in part, on or prior to the date which is 91 days after the Stated Maturity of the Notes; provided, however,
that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations
with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof
or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that is not convertible, puttable
or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long
as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified
Equity Interests; provided, further, that any Equity Interests that would not constitute Disqualified Equity Interests but for
provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible,
exchangeable or exercisable) the right to require the Issuers to repurchase or redeem such Equity Interests upon the occurrence
of a change in control or an Asset Sale (or similar terms) occurring prior to the 91st day after the Stated Maturity of the Notes
shall not constitute Disqualified Equity Interests if the change of control or asset sale provisions applicable to such Equity
Interests are no more favorable to such holders than the provisions described under Section 4.13 and Section 4.10, respectively,
and such Equity Interests specifically provide that the Issuers will not repurchase or redeem any such Equity Interests pursuant
to such provisions prior to the Issuers’ purchase of the Notes as required pursuant to the provisions described under Section 4.13
and Section 4.10, respectively.


 


“dollars”,
 “U.S. dollars” or “$” means lawful money of the United States.


 


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


 


“DTC”
means The Depository Trust Company and any successor.


 


“Eligible
Bank” shall mean any commercial bank having, or which is the principal banking subsidiary of a bank holding company having,
capital and surplus aggregating in excess of $250.0 million (or in the equivalent thereof in a foreign currency as of the date
of determination) and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization.


 


“Equity Interests”
of any Person means (1) any and all shares or other equity interests (including Common Stock, Preferred Stock, limited liability
company interests, trust units and partnership interests) in such Person and (2) all rights to purchase, warrants or options
(whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such shares
or other interests in such Person, but excluding from all of the foregoing any debt securities convertible into Equity Interests,
regardless of whether such debt securities include any right of participation with Equity Interests.


 


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


 


“Excluded
Equity Interests” means any and all of the following Equity Interests, whether now owned or hereafter acquired:


 


(1)            interests
in partnerships, joint ventures and non-wholly owned subsidiaries;


 






    16


     


    

 


(2)            interests
in Excluded Subsidiaries;


 


(3)            margin
stock;


 


(4)            voting
Equity Interests of any CFC or any FSHCO in excess of 65% of the issued and outstanding voting Equity Interests of such CFC or
FSHCO;


 


(5)            to
the extent applicable law requires that a Subsidiary of the Issuers or any Guarantor issue directors’ qualifying shares,
nominee shares or similar shares which are required by applicable law to be held by persons other than the Issuers or such Guarantor,
such qualifying shares, nominee shares or similar shares held by Persons other than such Issuers or Guarantor;


 


(6)            any
Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder is prohibited or restricted
by any applicable law, including any requirement to obtain consent of any Governmental Authority which has not been obtained (other
than to the extent such prohibition would be rendered ineffective under the Uniform Commercial Code or any other applicable law);
provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases
to be in effect; or


 


(7)            Equity
Interests to the extent the same would result in materially adverse tax consequences or materially adverse regulatory consequences,
in each case, as reasonably determined by Holdings.


 


“Excluded
Pension Assets” means assets pledged as security for Holdings’ or any of its Subsidiaries’ pension obligations
under applicable U.K. law or regulation provided that the aggregate amount of such assets at any time do not have an aggregate
book value in excess of $50,000,000.


 


“Excluded
Subsidiary” means any:


 


(1)            Immaterial
Subsidiary;


 


(2)            Subsidiary
that is not a Wholly-Owned Subsidiary of Holdings;


 


(3)            Unrestricted
Subsidiary;


 


(4)            CFC;


 


(5)            FSHCO;


 


(6)            Subsidiary
of a CFC or FSHCO;


 


(7)            Subsidiary
that is not either (i) a Domestic Subsidiary or (ii) organized under the laws of a Specified Foreign Jurisdiction;


 


(8)            Subsidiary
if acting as a Guarantor, or its Guarantee, would, and only so long as it would, (a) be prohibited by law or regulation or
by any contractual obligation existing on the (but not incurred in anticipation of) Issue Date or on the date such Subsidiary is
acquired or organized (as long as, in the case of an acquisition of a Subsidiary, such prohibition did not arise as part of such
acquisition) or (b) require a governmental or regulatory consent, approval, license or authorization (unless such consent,
approval, license or authorization has been received);


 


(9)            Subsidiary
that is a Captive Insurance Company, not-for-profit Subsidiary or Receivables Subsidiary; and


 






    17


     


    

 


(10)          any
Subsidiary that would be excluded by the Guaranty and Security Principles;


 


in each case, unless Holdings determines
in its sole discretion, upon notice to the Trustee, that any of the foregoing Persons (other than a Subsidiary that is not a Wholly-Owned
Subsidiary of Holdings (other than Venator Pigments GmbH & Co. KG)) should not be an Excluded Subsidiary; provided
that in the case of any Restricted Subsidiary that is a Foreign Subsidiary not organized in a Specified Foreign Jurisdiction, the
jurisdiction of such Foreign Subsidiary is acceptable to the administrative agent under the Term Loan Credit Facility unless the
Guarantee to be provided by such Foreign Subsidiary is consistent with the credit support provided by the other Guarantors (or
as otherwise may be acceptable to the administrative agent under the Term Loan Credit Facility). Notwithstanding the foregoing,
a Restricted Subsidiary may be an Excluded Subsidiary in circumstances where Holdings and the administrative agent under the Term
Loan Credit Facility agree that any of the cost, difficulty, burden or consequences of such Restricted Subsidiary providing a Guarantee
is excessive in relation to the value afforded thereby.


 


“Existing
Notes” means the Issuers’ 5.75% Senior Notes due 2025 issued pursuant to the Indenture, dated as of July 14,
2017, among the Issuers and Wilmington Trust, National Association, as trustee (as amended, supplemented or modified from time
to time).


 


“Fair Market
Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such asset)
that would be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither
of which is under any compulsion to complete the transaction as such price is determined in good faith by management of Holdings.


 


“Foreign Subsidiary”
means any Restricted Subsidiary not organized or existing under the laws of the United States, any state thereof or the District
of Columbia, and any Restricted Subsidiary of such Restricted Subsidiary.


 


“FSHCO”
means any Subsidiary of Holdings, substantially all of the assets of which consist of Equity Interests or Indebtedness of one or
more CFCs.


 


“GAAP”
means generally accepted accounting principles in the United States, as in effect on the Issue Date.


 


“Global Notes”
means the Notes that are in the form of Exhibit A attached hereto issued in global form and registered in the name of the
Depositary or its nominee.


 


“Governmental
Authority” means any federal, state, provincial, municipal, local, national, transnational, foreign or other governmental
department, commission, board, tribunal, bureau, ministry, court, agency, authority, instrumentality or regulatory, legislative,
judicial or arbitral body, or other law, rule or regulation-making entity, or any entity or officer exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court.


 


“Government
Securities” means (1) securities that are direct obligations of the United States of America for the timely payment
of which its full faith and credit is pledged or (2) securities that are obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America which, in either case, are not callable or redeemable at
the option of the issuers thereof.


 


“guarantee”
means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct
or indirect, contingent or otherwise, of such Person entered into for purposes of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); “guarantee,”
when used as a verb, and “guaranteed” have correlative meanings.


 






    18


     


    

 


“Guarantee”
means, individually, any guarantee of payment of the Notes by a Guarantor pursuant to the terms of this Indenture and any supplemental
indenture thereto, and, collectively, all such guarantees.


 


“Guarantors”
means (1) Holdings and (2) each Restricted Subsidiary of Holdings (other than the Issuers and the Post-Closing Guarantors)
on the Issue Date that is a party to this Indenture for purposes of providing a Guarantee with respect to the Notes, and each other
Person that is required to, or at the election of Holdings, does become a Guarantor by the terms of this Indenture after the Issue
Date (including the Post-Closing Guarantors), in each case, until such Person is released from its Guarantee in accordance with
the terms of this Indenture.


 


“Guaranty
and Security Principles” has the meaning given to such term in Exhibit D attached hereto.


 


“Hedging Obligations”
of any Person means the obligations of such Person under option, swap, cap, collar, forward purchase or similar agreements or arrangements
intended to manage exposure to interest rates or currency exchange rates or commodity prices (including, without limitation, for
purposes of this definition, rates for electrical power used in the ordinary course of business), either generally or under specific
contingencies.


 


“Holder”
means any registered holder, from time to time, of the Notes.


 


“Holdings” means Venator
Materials PLC, a public limited company incorporated in England and Wales.


 


“Holdings Guarantee”
means the Guarantee of the Notes issued by Holdings.


 


“IAI” means an institution
that is an “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act and is not a QIB.


 


“Immaterial Subsidiary”
means, as of any date, any Subsidiary that (i) did not, as of the last day of the most recent fiscal quarter of Holdings for
which financial statements have been delivered (or were required to be delivered), have assets with a value in excess of 2.5% of
the Consolidated Total Assets or revenues representing in excess of 2.5% of total revenues of Holdings and the Restricted Subsidiaries
for the period of four consecutive fiscal quarters for which financial statements have been delivered (or were required to be delivered),
calculated on a consolidated basis in accordance with GAAP; and (ii) taken together with all Immaterial Subsidiaries as of
the last day of the most recent fiscal quarter of Holdings for which financial statements have been delivered (or were required
to be delivered), did not have assets with a value in excess of 5.0% of Consolidated Total Assets or revenues representing in excess
of 5.0% of total revenues of Holdings and the Restricted Subsidiaries on a consolidated basis for such four-quarter period.


 


“incur”
means, with respect to any Indebtedness or Obligation, incur, create, issue, assume, guarantee or otherwise become directly or
indirectly liable, contingently or otherwise, with respect to such Indebtedness or Obligation; provided that (1) the
Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of Holdings shall be deemed to have been
incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of Holdings, (2) neither the accrual
of interest nor the accretion of original issue discount or the accretion or accumulation of dividends on any Equity Interests
nor the payment of interest in the form of additional Indebtedness, Disqualified Equity Interests or Preferred Stock shall be deemed
to be an incurrence of Indebtedness and (3) any Indebtedness pursuant to any revolving credit or similar facility shall only
be incurred at the time any funds are borrowed thereunder.


 






    19


     


    

 


“Indebtedness”
of any Person at any date means, without duplication:


 


(1)            all
liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole
of the assets of such Person or only to a portion thereof);


 


(2)            all
obligations of such Person evidenced by bonds, debentures, bankers’ acceptances, notes or other similar instruments;


 


(3)            all
reimbursement obligations of such Person in respect of letters of credit, letters of guaranty and similar credit transactions,
in each case only to the extent that the underlying obligation in respect of which the instrument was issued would be treated as
Indebtedness;


 


(4)            all
obligations of such Person for the deferred purchase price or deferred consideration or similar arrangements in respect of property
or services (other than (i) trade payables and other accrued current liabilities incurred in the ordinary course of such Person’s
business and (ii) any earnout obligation until such obligation becomes a liability on the balance sheet of such Person in
accordance with GAAP (excluding disclosure on the notes and footnotes thereto)) to the extent the same would be required to be
shown as a long-term liability on a balance sheet in accordance with GAAP;


 


(5)            the
greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium)
or the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment
or other repurchase of any Disqualified Equity Interests or, with respect to any Non-Guarantor Subsidiaries, any Preferred Stock
(but excluding, in each case, any accrued dividends);


 


(6)            all
Capitalized Lease Obligations of such Person;


 


(7)            all
Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;


 


(8)            all
Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that Indebtedness of Holdings
or its Subsidiaries that is guaranteed by Holdings or its Subsidiaries shall only be counted once in the calculation of the amount
of Indebtedness of Holdings and its Subsidiaries on a consolidated basis; and


 


(9)            to
the extent not otherwise included in this definition, net Hedging Obligations of such Person.


 


Notwithstanding the
foregoing, the following shall not constitute Indebtedness:


 


(1)            accrued
expenses, intercompany liabilities and trade accounts payable arising in the ordinary course of business;


 


(2)            any
Indebtedness that has been defeased, covenant defeased or satisfied and discharged in accordance with GAAP or pursuant to the deposit
of cash or Cash Equivalents (in an amount sufficient to satisfy all obligations relating thereto at maturity or redemption, as
applicable, including all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit
of the holders of such Indebtedness, and subject to no other Liens, and in accordance with the other applicable terms of the instrument
governing such Indebtedness;


 



    20


     


    

 





(3)            prepaid
or deferred revenue arising in the ordinary course of business;


 


(4)            purchase
price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy
unperformed obligations of the seller of such asset;


 


(5)            earn-out
obligations until such obligations are not paid after becoming due and payable; and


 


(6)            any
lease, concession or license of property (or guarantee thereof) which would be considered an operating lease under GAAP as in effect
on the Issue Date.


 


The amount of any Indebtedness
which is incurred at a discount to the principal amount at maturity thereof as of any date shall be deemed to have been incurred
at the accreted value thereof as of such date. The amount of Indebtedness of any Person at any date shall be the outstanding balance
at such date of all unconditional obligations as described above, the maximum liability of such Person for any such contingent
obligations at such date and, in the case of clause (7), the lesser of (a) the Fair Market Value of any asset subject to a
Lien securing the Indebtedness of others on the date that the Lien attaches and (b) the amount of the Indebtedness secured.
For purposes of clause (5), the “maximum mandatory redemption or repurchase price” of any Disqualified Equity Interests
that do not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Equity
Interests as if such Disqualified Equity Interests were redeemed or repurchased on any date on which an amount of Indebtedness
outstanding shall be required to be determined pursuant to this Indenture.


 


The term “Indebtedness”
excludes any repayment or reimbursement obligation of such Person or any of its Restricted Subsidiaries with respect to Customary
Recourse Exceptions, unless and until an event or circumstance occurs that triggers the Person’s or such Restricted Subsidiary’s
direct repayment or reimbursement obligation (as opposed to contingent or performance obligations) to the lender or other Person
to whom such obligation is actually owed, in which case the amount of such direct payment or reimbursement obligation shall constitute
Indebtedness.


 


Notwithstanding the
foregoing, the term “Indebtedness” shall not include any obligations of a Person under a lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof, which are not required to be classified and accounted
for as “finance lease obligations” on the balance sheet of such Person in accordance with GAAP, including, without
limitation, Accounting Standards Codification 842 and related accounting rules and regulations, as such may be amended or
re-codified from time to time, notwithstanding that GAAP and such accounting rules and regulations (including Accounting Standards
Codification 842) may require such operating lease obligations to be recognized on the balance sheet of such Person as a lease
liability (along with the related right-of-use asset).


 


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


 


“Initial Notes”
has the meaning set forth in the recitals hereto.


 


“Insolvency
or Liquidation Proceeding” means:


 


(1)            any
case or proceeding commenced by or against the Issuers or any other Guarantor under any Bankruptcy Law, any other case or proceeding
for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Issuers or any other
Guarantor, any receivership or assignment for the benefit of creditors relating to the Issuers or any other Guarantor or any similar
case or proceeding relative to the Issuers or any other Guarantor or its creditors, as such, in each case whether or not voluntary;


 






    21


     


    

 


(2)            any
liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Issuers or any other Guarantor,
in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or


 


(3)            any
other case or proceeding of any type or nature in which substantially all claims of creditors of the Issuers or any other Guarantor
are determined and any payment or distribution is or may be made on account of such claims.


 


“Intellectual
Property” means all patents, patent applications, trademarks, trade names, service marks, copyrights, technology, trade
secrets, proprietary information, domain names, know-how and processes necessary for the conduct of Holdings’ or any Restricted
Subsidiary’s business.


 


“Intercreditor
Agreements” means the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement.


 


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


 


“Investments”
of any Person means:


 


(1)            all
direct or indirect investments by such Person in any other Person (including Affiliates) in the form of loans, advances or capital
contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any
other Person (excluding endorsements of negotiable instruments and documents in the ordinary course of business, extensions of
trade credit, advances to customers and suppliers and commission, travel and other similar advances to officers, directors, employees
and consultants made in the ordinary course of business);


 


(2)            all
purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any
other Person;


 


(3)            all
other items that would be classified as investments in another Person on a balance sheet of such Person prepared in accordance
with GAAP; and


 


(4)            the
Designation of any Subsidiary as an Unrestricted Subsidiary.


 


Except as otherwise
expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair
Market Value thereof on the date such Investment is made. The amount of an Investment pursuant to clause (4) shall be the
Designation Amount determined in accordance with Section 4.16. If Holdings or any Restricted Subsidiary sells or otherwise
disposes of any Equity Interests of any Restricted Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either
case, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Holdings, Holdings
shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of
the Equity Interests of and all other Investments in such Restricted Subsidiary retained. Notwithstanding the foregoing, purchases
or redemptions of Equity Interests of Holdings shall be deemed not to be Investments, and guarantees of obligations under leases
in the ordinary course of business shall not be deemed Investments. The amount of any Investment outstanding at any time shall
be the original cost of such Investment, reduced (at Holdings’ option) by any dividend, distribution, interest payment, return
of capital, repayment or other amount or value received in respect of such Investment.


 






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“Issue Date”
means May 22, 2020, the date on which the Initial Notes were originally issued.


 


“Issuers”
has the meaning set forth in the preamble of this Indenture and any successor thereto permitted under Section 5.1.


 


“Junior Lien”
means a Lien, junior to the Liens on the Collateral securing both any ABL Obligations and Pari Passu Secured Obligations pursuant
to the Junior Lien Intercreditor Agreement, granted by the Issuers or any Guarantor to secure Junior Lien Obligations.


 


“Junior Lien
Documents” means, collectively, any indenture, note, security document and each of the other agreements, documents and
instruments providing for or evidencing any Junior Lien Obligations, and any other document or instrument executed or delivered
at any time in connection with any Junior Lien Obligations, to the extent such are effective at the relevant time, in each case
as each may be amended, restated, supplemented, modified, renewed, extended or refinanced in whole or in part from time to time,
and any other credit agreement, indenture or other agreement, document or instrument evidencing, governing, relating to or securing
any Junior Lien Indebtedness.


 


“Junior Lien
Indebtedness” means any Indebtedness (other than intercompany Indebtedness owing to Holdings or its Affiliates) of the
Issuers or any Guarantor (including any Refinancing Indebtedness in respect thereof) that is secured by a Junior Lien pursuant
to a Permitted Lien described under clause (13)(iii) or (28) of the definition thereof; provided that, in the case
of any Indebtedness referred to in this definition:


 


(1)            such
Indebtedness does not mature and does not have any mandatory or scheduled payments or sinking fund obligations prior to the Stated
Maturity of the Notes (except as a result of a customary change of control or asset sale repurchase offer provisions);


 


(2)            on
or before the date on which the first such Indebtedness is incurred by the Issuers or any Guarantor, the Issuers shall deliver
to each Pari Passu Notes Lien Representative and ABL Representative complete copies of each applicable Junior Lien Document (which
shall provide that each secured party with respect to such Indebtedness shall be subject to and bound by the Junior Lien Intercreditor
Agreement), along with an Officer’s Certificate certifying as to such Junior Lien Documents and identifying the obligations
constituting Junior Lien Obligations;


 


(3)            on
or before the date on which any such Indebtedness is incurred by the Issuers or any Guarantor, such Indebtedness is designated
by the Issuers, in an Officer’s Certificate delivered to the Junior Lien Representative and each Pari Passu Notes Lien Representative
and ABL Representative, as “Junior Lien Indebtedness” under this Indenture;


 


(4)            a
Junior Lien Representative is designated with respect to such Indebtedness and executes and delivers the Junior Lien Intercreditor
Agreement (including, as applicable, a joinder thereto) on behalf of itself and all holders of such Indebtedness; and


 


(5)            all
other requirements set forth in the Junior Lien Intercreditor Agreement as to the confirmation, grant or perfection of the Liens
of the holders of Junior Lien Indebtedness to secure such Indebtedness or Obligations in respect thereof are satisfied.


 


“Junior Lien
Intercreditor Agreement” means an intercreditor agreement which subordinates the Lien on the Collateral of the holders
of the Junior Lien Indebtedness to the Lien on the Collateral of each of the holders of ABL Obligations and Pari Passu ABL Lien
Indebtedness and the holders of the Pari Passu Secured Obligations and the terms of which are consistent with market terms (in
the view of the ABL Collateral Agent and the Term Loan Collateral Agent or, if the ABL Collateral Agent or the Term Loan Collateral
Agent has been replaced, as applicable, any other agent for the holders of ABL Obligations or Pari Passu Secured Obligations, respectively)
governing security arrangements for the subordination and sharing of liens or arrangements relating to the distribution of payments,
as applicable, at the time the intercreditor agreement is proposed to be established in light of the type of Indebtedness subject
thereto.


 






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“Junior Lien
Obligations” means Junior Lien Indebtedness and all other Obligations in respect thereof.


 


“Junior Lien
Representative” means in the case of any series of Junior Lien Indebtedness, the trustee, agent or representative of
the holders of such series of Junior Lien Indebtedness who is appointed as a representative of the Junior Lien Indebtedness (for
purposes related to the administration of security interests) pursuant to the applicable Junior Lien Document governing such series
of Junior Lien Indebtedness, together with its successors and assigns in such capacity.


 


“Lien”
means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, hypothecation, hypothec, easement,
charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded,
registered, published or otherwise perfected or rendered opposable to third parties under applicable law, including any conditional
sale or other title retention agreement, any option or other agreement to sell or give a lien or security interest in and any financing
lease having substantially the same economic effect as the foregoing.


 


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


 


“Mortgaged
Properties” means all Owned Material Real Property, as to which the Notes Collateral Agent for the benefit of the Holders
shall be granted a Lien pursuant to the Mortgages.


 


“Mortgages”
means each of the mortgages, deeds of trust and deeds to secure debt or other security document made by the Issuers or any Guarantor,
in form and substance substantially similar to the mortgage, deed of trust or deed to secure debt delivered to the Term Loan Collateral
Agent under the Term Loan Credit Facility, as the same may be amended, supplemented, replaced or otherwise modified from time to
time.


 


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


 


“Net Available
Proceeds” means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents received
by Holdings or any of its Restricted Subsidiaries from such Asset Sale, net of:


 


(1)            brokerage
commissions and other fees and expenses (including fees, discounts and expenses of legal counsel, accountants and investment banks,
consultants and placement agents) of such Asset Sale and other reasonable costs incurred in preparing such asset for sale and any
relocation expenses incurred as a result thereof;


 


(2)            provisions
for taxes payable (including any withholding or other taxes paid or reasonably estimated to be payable in connection with the transfer
to Holdings of such proceeds from any Restricted Subsidiary that received such proceeds) as a result of such Asset Sale (after
taking into account any available tax credits or deductions and any tax sharing arrangements);


 






    24


     


    

 


(3)            amounts
required to be paid to any Person (other than Holdings or any Restricted Subsidiary) (a) owning a beneficial interest in the
assets subject to the Asset Sale or (b) having a Lien thereon that has a higher priority than the Liens securing the Notes
and the Guarantees on the assets that were the subject of the Asset Sale and that is required (other than pursuant to Section 4.10)
to be paid as a result of such transaction;


 


(4)            payments
of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after the
date of, such Asset Sale;


 


(5)            appropriate
amounts to be provided by Holdings or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP
against any adjustment in the sale price of such asset or assets or liabilities associated with such Asset Sale and retained by
Holdings or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other post-employment
benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated
with such Asset Sale; provided, however, that any amounts remaining after adjustments, revaluations or liquidations
of such reserves shall constitute Net Available Proceeds; and


 


(6)            any
portion of cash proceeds that Holdings determines in good faith should be reserved for post-closing adjustments, it being understood
and agreed that on the day that all such post-closing adjustments have been determined, the amount (if any) by which the reserved
amount in respect of such Asset Sale exceeds the actual post-closing adjustments payable by Holdings or any of its Restricted Subsidiaries
will constitute Net Available Proceeds on such date.


 


“Non-Guarantor
Subsidiary” means any Restricted Subsidiary of Holdings (other than the Issuers) that is not a Subsidiary Guarantor.


 


“Non-Recourse
Debt” means Indebtedness of an Unrestricted Subsidiary:


 


(1)            as
to which neither Holdings nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), except for Customary Recourse Exceptions, (b) is directly or
indirectly liable as a guarantor or otherwise or (c) constitutes the lender; and


 


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


 


“Notes”
means the Initial Notes and any Additional Notes. The Initial Notes and the Additional Notes, if any, shall be treated as a single
class for all purposes under this Indenture.


 


“Notes Collateral
Agent” has the meaning set forth in the preamble of this Indenture and any successor thereto.


 


“Notes Documents”
means, collectively, this Indenture, the Notes, the Security Documents and each of the other agreements, documents and instruments
providing for or evidencing any other Pari Passu Secured Obligations, and any other document or instrument executed or delivered
at any time in connection with any Pari Passu Secured Obligations, to the extent such are effective at the relevant time, in each
case, as each may be amended, restated, supplemented, modified, renewed, extended or refinanced in whole or in part from time to
time, and any other credit agreement, indenture or other agreement, document or instrument evidencing, governing, relating to or
securing any Pari Passu Notes Lien Indebtedness, and for purposes of the ABL Intercreditor Agreement, “Loan Documents”
shall mean Notes Documents.


 



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“Obligation”
means any principal, interest, penalties, fees, indemnification, reimbursements, costs, expenses, damages and other liabilities
payable under the documentation governing any Indebtedness and guarantees of payment of such Obligations under any Notes Documents
or ABL Documents or documents governing another Debt Facility (including the Term Loan Credit Facility), as the case may be.


 


“Offer to
Purchase” means, as applicable, a Change of Control Offer, Collateral Disposition Offer or Net Proceeds Offer.


 


“Offering
Memorandum” means the offering memorandum, dated May 8, 2020, related to the offer and sale of the Notes.


 


“Officer”
means any of the following of the Issuers or any Guarantor: the Chairman of the Board of Directors; any Manager; the Chief Executive
Officer; the Chief Financial Officer; the President; any Vice President; the Treasurer; or the Secretary.


 


“Officer’s
Certificate” means a certificate signed by an Officer.


 


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


 


“Owned Material
Real Property” means any Real Property owned in fee by any of the Issuers or any Guarantor that has a fair market value
(as determined in good faith by an Officer of Holdings) of $15.0 million or more, other than (i) any Real Property that is
a U.S. Excluded Asset, (ii) that would be excluded from the Collateral pursuant to the Guaranty and Security Principles, (iii) Real
Property located at 302 Midway Road, Freeport, TX 77541 or (iv) as otherwise agreed by the Term Loan Collateral Agent.


 


“Pari Passu
ABL Lien Indebtedness” means any Indebtedness that is permitted to have Pari Passu Lien Priority relative to the ABL
Obligations with respect to the Collateral and is not secured by any other assets; provided that, in each case, an authorized
representative of the holders of such Indebtedness shall have executed a joinder to the ABL Intercreditor Agreement in accordance
with the terms thereof (or otherwise satisfactory to the ABL Collateral Agent and the Term Loan Collateral Agent).


 


“Pari Passu
Indebtedness” means any Indebtedness of the Issuers or any Guarantor that is not Subordinated Indebtedness (including
the Existing Notes).


 


“Pari Passu
Intercreditor Agreement” means the Pari Passu Intercreditor Agreement, dated as of the Issue Date, among Holdings, the
Issuers, the other Guarantors, the Notes Collateral Agent and the Term Loan Collateral Agent, as amended, supplemented or modified
from time to time.


 


“Pari Passu
Lien Net Leverage Ratio” means, at any time of determination, the ratio of (i) the outstanding principal amount
of (x) Indebtedness incurred pursuant to Section 4.9(b)(1), Section 4.9(b)(2)(a) and Section 4.9(b)(2)(b) plus
(y) any other Pari Passu ABL Lien Indebtedness and Pari Passu Notes Lien Indebtedness to (ii) the Consolidated Cash Flow
of Holdings during the most recent Four-Quarter Period ending on or prior to the date of determination; provided that such
Pari Passu Lien Net Leverage Ratio shall be determined on a pro forma basis in a manner consistent with the definition of Consolidated
Interest Coverage Ratio. The amount of Indebtedness in clause (i) may be calculated net of Unrestricted Cash.


 






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“Pari Passu
Lien Priority” means relative to specified Indebtedness and other obligations having equal Lien priority to (i) the
Notes and the Guarantees on the Collateral, (ii) the Term Loan Credit Facility on the Collateral or (iii) the ABL Credit
Facility on the Collateral, as applicable.


 


“Pari Passu
Notes Lien Documents” means any credit agreement (including the Term Loan Credit Facility), note purchase agreement,
indenture (including this Indenture) or other agreement related thereto and all other loan or note documents, collateral or security
documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with,
any Pari Passu Notes Lien Indebtedness, as such agreements or instruments may be amended, supplemented, modified, restated, replaced,
renewed, refunded, restructured, increased or refinanced from time to time.


 


“Pari Passu
Notes Lien Indebtedness” means (i) the Term Loan Obligations, (ii) any Additional Notes and (iii) any
other Indebtedness that has a Stated Maturity date that is equal to or longer than the Stated Maturity date of the Notes and that
is permitted to have Pari Passu Lien Priority relative to the Notes and the Guarantees with respect to the Collateral and is not
secured by any other assets; provided that, in each case, an authorized representative of the holders of such Indebtedness
(other than the Term Loan Obligations and any Additional Notes) shall have executed a joinder to the Pari Passu Intercreditor Agreement
in accordance with the terms thereof (or otherwise satisfactory to the ABL Collateral Agent and the Term Loan Collateral Agent).


 


“Pari Passu
Notes Lien Representative” means (i) the Notes Collateral Agent, in the case of this Indenture and the Notes, (ii) the
Term Loan Collateral Agent, in the case of the Term Loan Credit Facility, and (iii) in the case of any other series of Pari
Passu Notes Lien Indebtedness, the trustee, agent or representative of the holders of such series of Pari Passu Notes Lien Indebtedness
who is appointed as a representative of such series of Pari Passu Notes Lien Indebtedness (for purposes related to the administration
of the applicable security documents related thereto) pursuant to the indenture, credit agreement or other agreement governing
such series of Pari Passu Notes Lien Indebtedness.


 


“Pari Passu
Priority Collateral” means all other Collateral (excluding U.S. Excluded Assets, Excluded Pension Assets and other assets
excluded by the Guaranty and Security Principles) other than ABL Priority Collateral.


 


“Pari Passu
Secured Documents” means the credit, guarantee and security documents governing the Pari Passu Secured Obligations, including,
without limitation, the related Security Documents and Intercreditor Agreements.


 


“Pari Passu
Secured Obligations” means, subject to the terms and conditions in the Pari Passu Intercreditor Agreement, (i) all
Obligations under this Indenture and the Notes and (ii) all Pari Passu Notes Lien Indebtedness.


 


“Participant”
means, with respect to the Depositary, a Person who has an account with the Depositary.


 


“Paying Agent”
means any Person (including Holdings, the Issuers or one of their Restricted Subsidiaries acting as Paying Agent) authorized by
the Issuers to pay the principal of, premium, if any, or interest on any Notes on behalf of the Issuers.


 


“Payment Default”
means any default in payment of amounts when due on the applicable Indebtedness, without giving effect to any grace period.


 






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“Perfection
Certificate” means the Perfection Certificate with respect to the Issuers and the Guarantors organized under the laws
of the United States and Canada in a form substantially similar to that delivered on the Issue Date.


 


“Permitted
Business” means the businesses engaged in by Holdings and its Subsidiaries on the Issue Date as described in the Offering
Memorandum and businesses that are reasonably related, complementary, incidental, ancillary or similar thereto or reasonable extensions
thereof.


 


“Permitted
Holders” means each of (a) managers and members of management of Holdings (or any parent entity or Public Company
specified in clause (c) of this definition which is a direct or indirect parent of Holdings) or its Subsidiaries that have
ownership interests in Holdings (or such parent entity or Public Company specified in clause (c) of this definition which
is a direct or indirect parent of Holdings), (b) any group (within the meaning of Rules 13d-3 and 13d-5 under the Exchange
Act) of which the Persons described in clause (a) of this definition are members; provided that, without giving effect
to the existence of such group or any other group, the Persons described in clause (a), collectively, beneficially own Voting Stock
representing 50% or more of the total voting power of the Voting Stock of Holdings (or such parent entity specified in clause (c)(i) of
this definition) then held by such group, and (c)(i) any direct or indirect parent of Holdings so long as a Permitted Holder
pursuant to clauses (a) or (b) of this definition holds 50% or more of the Voting Stock of such direct or indirect parent
of Holdings and (ii) any Public Company (or Wholly-Owned Subsidiary of such Public Company) to the extent and until such time
as any Person or group (other than a Permitted Holder under clause (a) or (b) of this definition) is deemed to be or
become a beneficial owner of Voting Stock of such Public Company representing more than 50% of the total voting power of the Voting
Stock of such Public Company.


 


“Permitted
Indebtedness” has the meaning set forth in Section 4.9(b).


 


“Permitted
Investment” means:


 


(1)            Investments
by Holdings or any Restricted Subsidiary in (a) any Restricted Subsidiary or (b) any Person that will become immediately
after such Investment a Restricted Subsidiary or that will merge or consolidate into or dispose of all or substantially all of
its property or assets to, or is liquidated into, Holdings or any Restricted Subsidiary and any Investment held by any such Person
at such time that was not incurred in contemplation of such acquisition, merger or consolidation;


 


(2)            Investments
in Holdings or in any Restricted Subsidiary;


 


(3)            loans
and advances to directors, employees, consultants and officers of Holdings and its Restricted Subsidiaries (i) in the ordinary
course of business (including moving, payroll, travel and entertainment related advances) (other than any loans or advances to
any director or executive officer (or equivalent thereof) that would be in violation of Section 402 of the Sarbanes Oxley
Act), (ii) in respect of moving related expenses incurred in connection with any closing or consolidation of any facility
or office and (iii) in an aggregate principal amount not to exceed the greater of (a) $5.0 million and (b) 0.2%
of Consolidated Total Assets at any time outstanding (calculated without regard to write-downs or write-offs thereof after the
date made);


 


(4)            Hedging
Obligations entered into in the ordinary course of business and not for the purpose of speculation;


 


(5)            Investments
in cash and Cash Equivalents;


 






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(6)            Investments
in securities of trade creditors or customers received pursuant to any bankruptcy, workout, plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of such trade creditors or customers or received in compromise, settlement or resolution of Indebtedness,
claims, litigation, arbitration or other disputes with such parties and, in each case, extensions, modifications and amendments
thereof;


 


(7)            Investments
made by Holdings or any Restricted Subsidiary as a result of consideration received in connection with an Asset Sale made in compliance
with Section 4.10 or a disposition of assets that is not an Asset Sale;


 


(8)            any
Investments in prepaid expenses, negotiable instruments held for collection, surety and performance bonds and worker’s compensation,
and lease, utility, tax, performance and other similar deposits and prepaid expenses in the ordinary course of business;


 


(9)            stock,
obligations or securities received in settlement of debts created in the ordinary course of business and owing to Holdings or any
Restricted Subsidiary or in satisfaction of judgments;


 


(10)          Investments
in (x) Viance, LLC and Louisiana Pigment Company (and any successor thereof) in an amount, net of any Investments by Viance,
LLC and Louisiana Pigment Company in Holdings or any Restricted Subsidiary, not to exceed the greater of (a) $25.0 million
and (b) 1.0% of Consolidated Total Assets as of the date any such Investment is made and (y) other joint ventures in
an amount not to exceed the greater of (a) $50.0 million and (b) 2.0% of Consolidated Total Assets as of the date any
such Investment is made;


 


(11)          guarantees
of Indebtedness of Holdings or any of its Restricted Subsidiaries permitted in accordance with Section 4.9;


 


(12)          repurchases
of or other Investments in the Notes;


 


(13)          advances
or extensions of credit to customers or suppliers in the ordinary course of business and payable or dischargeable in accordance
with customary trade terms; provided that such trade terms may include such concessionary trade terms as Holdings or the applicable
Restricted Subsidiary deems reasonable under the circumstances;


 


(14)          Investments
existing on, or made pursuant to commitments in effect on, the Issue Date and any Investment consisting of an extension, modification,
renewal or replacement thereof under the terms of agreements in existence on the Issue Date;


 


(15)          Investments
the payment for which consists of Equity Interests (exclusive of Disqualified Equity Interests) of Holdings and/or Investments
made with the net cash proceeds from the sale of Equity Interests (exclusive of Disqualified Equity Interests) of Holdings; provided,
however, that in either case such Equity Interests will not increase the amount available for Restricted Payments under
the Restricted Payments Basket;


 


(16)          other
Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value) that, when taken together with all other Investments made pursuant to this clause
(16) since the Issue Date and then outstanding (net of returns of capital and sales, liquidations and redemptions of Investments),
do not exceed the greater of (a) $50.0 million and (b) 2.0% of Holdings’ Consolidated Total Assets determined at
the time of investment; provided that if any Investment made pursuant to this clause (16) is made in any Person that is
not a Restricted Subsidiary at the time of the Investment but becomes a Restricted Subsidiary after such date, such investment
will thereafter be deemed to have been made pursuant to clause (1) above and not this clause (16) for as long as the Person
continues to be a Restricted Subsidiary;


 






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(17)          performance
guarantees of any trade or non-financial operating contract (other than such contract that itself constitutes Indebtedness) in
the ordinary course of business;


 


(18)          Receivables
owing to Holdings or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable
in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary
trade terms as Holdings or any such Restricted Subsidiary deems reasonable under the circumstances;


 


(19)          any
Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person, in each case in connection
with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements
governing such Qualified Receivables Financing or any related Indebtedness;


 


(20)          intercompany
Investments among Holdings and its Restricted Subsidiaries (including intercompany Indebtedness);


 


(21)          accounts
receivable, security deposits and prepayments and other credits granted or made in the ordinary course of business and any Investments
received in satisfaction or partial satisfaction thereof from financially troubled account debtors and others, including in connection
with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, such account
debtors and others, in each case, in the ordinary course of business;


 


(22)          Investments
acquired as a result of a foreclosure by Holdings or any Restricted Subsidiary with respect to any secured Investments or other
transfer of title with respect to any secured Investment in default;


 


(23)          intercompany
loans among Non-Guarantor Subsidiaries and Guarantees by Non-Guarantor Subsidiaries permitted by Section 4.9;


 


(24)          acquisitions
of obligations of one or more officers or other employees of any direct or indirect parent, the Issuers or any Subsidiary in connection
with such officer’s or employee’s acquisition of Equity Interests of such direct or indirect parent, so long as no
cash is actually advanced by Holdings or any Restricted Subsidiary to such officers or employees in connection with the acquisition
of any such obligations;


 


(25)          advances
in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of Holdings
or any Restricted Subsidiary;


 


(26)          intercompany
current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business in connection
with the cash management operations of Holdings and its Subsidiaries;


 


(27)          Investments
for the establishment and maintenance (including the establishment and maintenance of required reserves in an amount not to exceed
the reserves reasonably determined by an independent actuary and in any event not less than any amount that may be required from
time to time in accordance with applicable statutes or other applicable law) of a captive insurance program that is reasonable
and customary for companies engaged in the same or similar businesses; and


 






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(28)          any
Investment, if (a) no Default or Event of Default shall have occurred and be continuing immediately prior to making such
Investment or would result therefrom and (b) the Total Net Leverage Ratio, on a pro forma basis, is less than or equal to
2.70 to 1.00.


 


In determining whether
any Investment is a Permitted Investment, Holdings may allocate or reallocate all or any portion of an Investment among the clauses
of this definition and any of the provisions of the covenant described under Section 4.7.


 


“Permitted
Liens” means the following types of Liens:


 


(1)            Liens
for taxes, assessments or governmental charges or levies not yet due and payable or delinquent or that are being contested in good
faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of Holdings
or its Restricted Subsidiaries, as the case may be, in conformity with GAAP;


 


(2)            Liens
in respect of property of Holdings or any Restricted Subsidiary imposed by law or contract which were not incurred or created to
secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s,
suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business,
and which do not in the aggregate materially detract from the value of the property of Holdings or its Restricted Subsidiaries,
taken as a whole, and do not materially impair the use thereof in the operation of the business of Holdings and its Restricted
Subsidiaries, taken as a whole;


 


(3)            (i) pledges
or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation including
as required under the Federal Employers Liability Act, unemployment insurance, road transportation and other types of social security
regulations, (ii) Liens on amounts deposited to secure Holdings’ and any Restricted Subsidiaries’ obligations
in connection with pension liabilities or partial retirement liabilities (Altersteilzeitverpflichtungen) pursuant to section
8a German Partial Retirement Act (Altersteilzeitgesetz) or in connection with time credits (Wertguthaben) pursuant
to sections 7b and 7e German Social Code IV (Sozialgesetzbuch IV) and (iii) other Liens in connection with pension
obligations;


 


(4)            Liens
(i) incurred in the ordinary course of business to secure the performance of tenders, bids, trade contracts, stay and customs
bonds, leases, statutory obligations, surety and appeal bonds, statutory bonds, government contracts, performance and return money
bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), (ii) incurred in the ordinary
course of business to secure liability for premiums to insurance carriers or self-insurance arrangement obligations or (iii) deposits
as security for contested taxes or import duties or for the payment of rent, in each case, in the ordinary course of business;


 


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


 


(6)            Liens
arising out of judgments or awards not resulting in a Default or an Event of Default and notices of lis pendens and associated
rights related to litigation being contested in good faith by appropriate proceedings and in respect of which Holdings or any affected
Restricted Subsidiary has set aside on its books reserves in accordance with GAAP with respect thereto;


 






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(7)            survey
exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capitalized Lease
Obligations), licenses, special assessments, rights of way, covenants, conditions, restrictions and declarations on or with respect
to the use of Real Property, servicing agreements, development agreements, site plan agreements and title defects or irregularities
and other similar encumbrances incurred in the ordinary course of business in each case that are of a minor nature and that, individually
and in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of Holdings or any Restricted
Subsidiary;


 


(8)            Liens
securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other assets relating
to such letters of credit and products and proceeds thereof;


 


(9)            Liens
encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of Holdings
or any Restricted Subsidiary, including rights of offset and setoff, and deposits made in the ordinary course of business to secure
liability to insurance carriers;


 


(10)          bankers’
Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or
more accounts maintained by Holdings or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor
of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management
and operating account arrangements, including those involving pooled accounts and netting arrangements or rights of set-off relating
to purchase orders and other agreements entered into with customers of Holdings or any Restricted Subsidiary in the ordinary course
of business;


 


(11)          any
interest or title of a lessor or sublessor under any lease or sublease entered into by Holdings or any Restricted Subsidiary in
accordance with this Indenture;


 


(12)          the
filing of Uniform Commercial Code financing statements or PPSA financing statements or equivalent statements in any other jurisdiction
solely as a precautionary measure;


 


(13)          (i) Liens
securing the Notes and any Guarantee issued on the Issue Date and any Obligations owing to the Trustee or the Notes Collateral
Agent under this Indenture, the Security Documents or the Intercreditor Agreements, (ii) Liens on Collateral securing additional
Pari Passu Notes Lien Indebtedness or Junior Lien Indebtedness permitted to be incurred and then outstanding pursuant to Section 4.9(b)(1) or
Section 4.9(b)(2)(b) and (iii) Liens on Collateral securing Junior Lien Indebtedness permitted to be incurred and
then outstanding pursuant to Section 4.9(b)(1), Section 4.9(b)(2)(b) or Section 4.9(b)(2)(c);


 


(14)          Liens
(other than on Collateral) securing Hedging Obligations entered into for bona fide hedging purposes of Holdings or any Restricted
Subsidiary and not for the purpose of speculation;


 


(15)          leases,
subleases, licenses or sublicenses granted to others in the ordinary course of business, which do not materially interfere with
the ordinary conduct of the business of Holdings and its Restricted Subsidiaries;


 


(16)          Liens
in favor of the Issuers or a Guarantor;


 


(17)          Liens
on Collateral securing Indebtedness and other obligations under Debt Facilities (including, for clarity, any Pari Passu Indebtedness
or Junior Lien Indebtedness) incurred and then outstanding pursuant to Section 4.9(b)(1), including, without limitation, loans,
obligations in respect of letters of credit, related Hedging Obligations and related Specified Cash Management Agreements;


 






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(18)          Liens
arising pursuant to Purchase Money Indebtedness incurred and then outstanding pursuant to Section 4.9(b)(8); provided
that (i) the Indebtedness secured by any such Lien (including refinancings thereof) does not exceed 100.0% of the cost of
the property being acquired, leased, constructed, improved or developed at the time of the incurrence of such Indebtedness and
(ii) any such Liens attach only to the property being financed pursuant to such Purchase Money Indebtedness (plus improvements,
accessions, proceeds, replacements or dividends or distributions in respect thereof) and do not encumber any other property of
Holdings or any Restricted Subsidiary;


 


(19)          Liens
securing Acquired Indebtedness permitted to be incurred under this Indenture incurred and then outstanding pursuant to Section 4.9(b)(15);
provided that such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary or being acquired or merged into Holdings or a Restricted Subsidiary of Holdings and the Liens do not extend to assets
not subject to such Lien at the time of acquisition (plus improvements, accessions, proceeds, replacements or dividends or distributions
in respect thereof);


 


(20)          Liens
on property or assets of a Person (including shares of stock owned by such Person) existing at the time such Person is acquired
or amalgamated or merged with or into or consolidated with Holdings or any Restricted Subsidiary or at the time such Person becomes
a Restricted Subsidiary or at the time such property or assets are otherwise acquired by Holdings or such Restricted Subsidiary
(and not created in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject
to such Liens at the time of acquisition (plus improvements, accessions, proceeds, replacements or dividends or distributions in
respect thereof) (other than after-acquired property that is affixed or appurtenant thereto or incorporated into the property covered
by such Lien and after-acquired property of such Person subject to a Lien securing such Indebtedness, which Indebtedness requires
or includes a pledge of after-acquired property of such Person);


 


(21)          Liens
on and pledges of the Equity Interests of any Unrestricted Subsidiary or any joint venture owned by Holdings or any Restricted
Subsidiary of Holdings to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or joint
venture;


 


(22)          Liens
arising from the deposit of funds or Cash Equivalents or securities in trust for the purpose of decreasing or defeasing Indebtedness
so long as such deposit of funds or securities and such decreasing or defeasing of Indebtedness are permitted under Section 4.9;


 


(23)          licenses
of Intellectual Property granted by Holdings or any Restricted Subsidiary in the ordinary course of business and not interfering
in any material respect with the ordinary conduct of the business of Holdings or such Restricted Subsidiary;


 


(24)          Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Holdings
or any Restricted Subsidiary in the ordinary course of business;


 


(25)          Liens
in favor of the Trustee as provided for in this Indenture on money or property held or collected by the Trustee in its capacity
as Trustee;


 


(26)          Liens
securing Indebtedness of Non-Guarantor Subsidiaries incurred and then outstanding pursuant to Section 4.9(b)(16) or Section 4.9(b)(17);
provided that such Liens extend only to the assets of such Non-Guarantor Subsidiaries;


 


(27)          Liens
existing on the Issue Date (other than Liens permitted under clauses (13) and (17) above);


 






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(28)          Liens
on Equity Interests of Unrestricted Subsidiaries securing Indebtedness of Unrestricted Subsidiaries or obligations under agreements
in respect of Unrestricted Subsidiaries;


 


(29)          Liens
disclosed by the title insurance policies delivered on or subsequent to the Issue Date and any replacement, extension or renewal
of any such Liens (so long as the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are
permitted by this Indenture); provided that such replacement, extension or renewal Liens do not cover any property other
than the property that was subject to such Liens prior to such replacement, extension or renewal;


 


(30)          the
prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;


 


(31)          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;


 


(32)          Liens
securing insurance premium financing arrangements;


 


(33)          Liens
on vehicles or equipment of Holdings or any of the Restricted Subsidiaries granted in the ordinary course of business;


 


(34)          Liens
(a) of a collection bank arising under Section 4-210 of the UCC, or any comparable or successor provision, on items in
the course of collection; (b) attaching to pooling, commodity trading accounts or other commodity brokerage accounts incurred
in the ordinary course of business; or (c) in favor of banking or other financial institutions or entities, or electronic
payment service providers, arising as a matter of law encumbering deposits (including the right of set-off) and which are within
the general parameters customary in the banking or finance industry (including, in relation to bank accounts held in Germany, Liens
arising under the general terms and conditions of banks (Allgemeine Geschäftsbedingungen der Banken und Sparkassen));


 


(35)          Liens
securing additional obligations (including, for clarity, any Pari Passu Indebtedness or Junior Lien Indebtedness) in an aggregate
outstanding principal amount not to exceed the greater of (a) $75.0 million and (b) 3.0% of Consolidated Total Assets
as of the date such Liens are first created;


 


(36)          any
Liens arising by operation of law (sections 22, 204 of the German Transformation Act (Umwandlungsgesetz)) in favor of creditors
as a consequence of a merger or conversion permitted under this Indenture;


 


(37)          Liens
on accounts receivable and related assets of the type specified in the definition of Qualified Receivables Financing securing Indebtedness
incurred in accordance with Section 4.9(b)(23);


 


(38)          Liens
on cash collateral supporting letters of credit entered into in the ordinary course of business; and


 


(39)          any
Lien renewing, extending, refinancing or refunding a Lien permitted by clauses (13), (18), (19), (20), (26) and (27) above and
this clause (39); provided that such Liens (i) do not extend to any additional assets (other than improvements, accessions,
proceeds, replacements or dividends or distributions in respect thereof) and the amount of such Indebtedness is not increased except
as necessary to pay premiums or expenses incurred in connection with such refinancing and (ii) have no greater priority relative
to the Notes and the Guarantees and the holders of such Indebtedness secured by such Liens have no greater intercreditor rights
relative to the Notes and the Guarantees than the original Liens and related Indebtedness and the holders thereof.


 






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


 


“Plan of Liquidation”
with respect to any Person, means a plan that provides for, contemplates or the effectuation of which is preceded or accompanied
by (whether or not substantially contemporaneously, in phases or otherwise):


 


(1)            the
sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person otherwise than as an entirety
or substantially as an entirety; and


 


(2)            the
distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition and all or substantially
all of the remaining assets of such Person to holders of Equity Interests of such Person.


 


“Post-Closing
Guarantors” means (1) the Spanish Subsidiary, (2) Venator France SAS, Venator Chemicals France SAS, Venator
International France SAS and Venator Pigments France SAS, each an entity organized under the laws of France and (3) Venator
Pigments GmbH & Co. KG, an entity organized under the laws of the Federal Republic of Germany.


 


“PPSA”
means the Personal Property Security Act (Ontario) (or any successor statute) or similar legislation (including, without limitation,
the Civil Code of Quebec) of any other jurisdiction the laws of which are required by such legislation to be applied in connection
with the issuance, perfection, enforcement, validity or effect of security interests and hypothecs.


 


“Preferred
Stock” means, with respect to any Person, any and all preferred or preference stock or other Equity Interests (however
designated) of such Person whether now outstanding or issued after the Issue Date that is preferred as to the payment of dividends
upon liquidation, dissolution or winding up.


 


“principal”
means, with respect to the Notes, the principal of, and premium, if any, on the Notes.


 


“Public Company”
means any Person with a class or series of Voting Stock that is traded on a stock exchange or in the over-the-counter market.


 


“Purchase
Money Indebtedness” means Indebtedness, including Capitalized Lease Obligations, mortgage financings, construction financings,
or purchase money obligations, of Holdings or any Restricted Subsidiary incurred in connection with the purchase of, or for the
purpose of financing the purchase of, all or any part of the purchase price, lease or cost of design, construction, installation,
improvement, deployment, refurbishment or modification of property (real or personal), plant or equipment or furniture, fixtures,
equipment or other fixed or capital assets, in each case, used in the business of Holdings or any Restricted Subsidiary or the
cost of installation, construction or improvement thereof, and in each case whether incurred through the direct purchase of assets
or through the Capital Stock of any Person owning such assets, and Indebtedness arising from the conversion of the obligations
of Holdings or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet
Indebtedness of Holdings or any Restricted Subsidiary.


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A under the Securities Act.


 






    35


     


    

 


“Qualified
Equity Interests” of any Person means Equity Interests of such Person other than Disqualified Equity Interests; provided
that such Equity Interests shall not be deemed Qualified Equity Interests to the extent sold or owed to a Subsidiary of such
Person or financed, directly or indirectly, using funds (1) borrowed from such Person or any Subsidiary of such Person until
and to the extent such borrowing is repaid or (2) contributed, extended, guaranteed or advanced by such Person or any Subsidiary
of such Person (including, without limitation, in respect of any employee stock ownership or benefit plan). Unless otherwise specified,
Qualified Equity Interests refer to Qualified Equity Interests of Holdings.


 


“Qualified
Equity Offering” means the issuance and sale of Qualified Equity Interests of Holdings (or any direct or indirect parent
of Holdings to the extent the net proceeds therefrom are contributed to the common equity capital of Holdings or used to purchase
Qualified Equity Interests of Holdings), other than (a) any issuance pursuant to employee benefit plans or otherwise in compensation
to officers, directors, trustees or employees or (b) public offerings with respect to Holdings’ Qualified Equity Interests
(or options, warrants or rights with respect thereto) registered on Form S-4 or S-8.


 


“Qualified
Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:


 


(1)            the
Board of Directors of Holdings has determined in good faith that such Qualified Receivables Financing (including financing terms,
covenants, termination events and other provisions) is, in the aggregate, economically fair and reasonable to Holdings and its
Restricted Subsidiaries;


 


(2)            all
sales or contributions of accounts receivable and related assets by Holdings or any Restricted Subsidiary to the Receivables Subsidiary
are made at fair market value (as determined in good faith by an Officer of Holdings); and


 


(3)            the
financing terms, covenants, termination events and other provisions thereof will be market terms (as determined in good faith by
an Officer of Holdings) and may include Standard Securitization Undertakings.


 


The grant of a security
interest in any accounts receivable of Holdings or any Restricted Subsidiary (other than a Receivables Subsidiary) to secure any
Indebtedness will not be deemed a Qualified Receivables Financing; provided, however, that a grant of a security
interest in such accounts receivable to perfect the transfer of an ownership interest in such accounts receivable to a Receivables
Subsidiary shall not be considered a grant to secure any Indebtedness.


 


“Rating Agencies”
means each of Moody’s and S&P, or if Moody’s or S&P or both shall not make a rating on the Notes publicly available
(other than as a result of voluntary action or inaction on the part of Holdings), a nationally recognized statistical rating agency
or agencies, as the case may be, selected by Holdings (as certified by a resolution of the Board of Directors) which shall be substituted
for Moody’s or S&P, as the case may be.


 


“Real Property”
means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests
in real property owned in fee or leased, subleased or licensed by the Issuers or any Guarantor, together with, in each case, all
easements, hereditaments and appurtenances relating thereto, and all improvements and appurtenant fixtures incidental to the ownership,
lease, sublease or license thereof.


 


“Receivables
Facility” means one or more receivables financing facilities, as amended, supplemented, modified, extended, renewed,
restated, refunded, replaced or refinanced from time to time, the Indebtedness of which is non-recourse (except for standard representations,
warranties, covenants and indemnities made in connection with such facilities) to Holdings and its Restricted Subsidiaries pursuant
to which Holdings or any Restricted Subsidiary sells or contributes its accounts receivable to either (1) a Person that is
not a Restricted Subsidiary; or (2) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that
is not a Restricted Subsidiary or borrows against such accounts receivable.


 






    36


     


    

 


“Receivables
Financing” means any transaction or series of transactions that may be entered into by Holdings or any Restricted Subsidiary
pursuant to which Holdings or any Restricted Subsidiaries may sell, convey, contribute or otherwise transfer to:


 


(1)            a Receivables
Subsidiary (in the case of a transfer by Holdings or any Restricted Subsidiary that is not a Receivables Subsidiary); and


 


(2)            any other
Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether
now existing or arising in the future) of Holdings or any Restricted Subsidiary, and any assets related thereto including all collateral
securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable,
proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests
are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations
entered into by Holdings or any such Restricted Subsidiary in connection with such accounts receivable.


 


“Receivables
Repurchase Obligation” means any obligation of a seller to repurchase receivables transferred by such seller in a Qualified
Receivables Financing, which obligation arises as a result of a breach of a representation, warranty or covenant or otherwise,
including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim
of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.


 


“Receivables
Subsidiary” means a Wholly-Owned Subsidiary of Holdings (or another Person formed solely for the purposes of engaging
in a Qualified Receivables Financing with Holdings or any Restricted Subsidiary and to which Holdings or any Restricted Subsidiary
transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of
accounts receivable of Holdings and its Restricted Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral
and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated
by the Board of Directors of Holdings (as provided below) as a Receivables Subsidiary and:


 


(1)           no portion
of the Indebtedness or any other obligations (contingent or otherwise):


 


(a)            is
guaranteed by Holdings or any Restricted Subsidiary (excluding guarantees of obligations (other than the principal of, and interest
on, Indebtedness) pursuant to Standard Securitization Undertakings, including servicing performance guarantees);


 


(b)            is
recourse to or obligates Holdings or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings,
including servicing performance guarantees; or


 


(c)            subjects
any property or asset of Holdings or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction
thereof, other than pursuant to Standard Securitization Undertakings;


 


(2)           with which
neither Holdings nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on
terms which Holdings reasonably believes to be no less favorable to Holdings or such Restricted Subsidiary than those that might
be obtained at the time from Persons that are not Affiliates of Holdings; and


 






    37


     


    

 


(3)           to which neither
Holdings nor any other Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition
or cause such entity to achieve certain levels of operating results.


 


Any such designation
by the Board of Directors of Holdings will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution
of the Board of Directors of Holdings giving effect to such designation and an Officer’s Certificate of Holdings certifying
that such designation complied with the foregoing conditions.


 


“refinance”
means to refinance, repay, prepay, replace, renew or refund.


 


“Refinancing
Indebtedness” means Indebtedness of Holdings or a Restricted Subsidiary incurred in exchange for, or the proceeds of
which are used to redeem, refinance, replace, defease, discharge, refund, restate, substitute, modify, supplement or reissue or
otherwise retire for value, in whole or in part, any Indebtedness of Holdings or any Restricted Subsidiary (the “Refinanced
Indebtedness”); provided that:


 


(1)            the
principal amount (or accreted value, in the case of Indebtedness issued at a discount) of the Refinancing Indebtedness does not
exceed the principal amount of the Refinanced Indebtedness plus the amount of accrued and unpaid interest on the Refinanced Indebtedness,
any premium paid to the holders of the Refinanced Indebtedness and reasonable expenses and defeasance costs incurred in connection
with the incurrence of the Refinancing Indebtedness;


 


(2)            the
obligor of the Refinancing Indebtedness does not include any Person (other than the Issuers or any Guarantor) that is not an obligor
of the Refinanced Indebtedness;


 


(3)            if
the Refinanced Indebtedness was subordinated in right of payment to the Notes or the Guarantees, as the case may be, then such
Refinancing Indebtedness, by its terms, is subordinate in right of payment to the Notes or the Guarantees, as the case may be,
at least to the same extent as the Refinanced Indebtedness;


 


(4)            if
the Refinancing Indebtedness is secured on the Collateral, the Liens securing such Refinancing Indebtedness have a Lien priority
equal or junior to the Liens securing the Refinanced Indebtedness;


 


(5)            the
Refinancing Indebtedness has a Stated Maturity either (a) no earlier than the Refinanced Indebtedness being repaid or amended
or (b) no earlier than 91 days after the maturity date of the Notes;


 


(6)            the
portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has
a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the
Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or
prior to the maturity date of the Notes; and


 


(7)            the
proceeds of the Refinancing Indebtedness shall be used substantially concurrently with the incurrence thereof to redeem, refinance,
replace, defease, discharge, refund or otherwise retire for value the Refinanced Indebtedness, unless the Refinanced Indebtedness
is not then due and is not redeemable or prepayable at the option of the obligor thereof or is redeemable or prepayable only with
notice, in which case such proceeds shall be held until the Refinanced Indebtedness becomes due or redeemable or prepayable or
such notice period lapses and then shall be used to refinance the Refinanced Indebtedness; provided that in any event the
Refinanced Indebtedness shall be redeemed, refinanced, replaced, defeased, discharged, refunded or otherwise retired within 90
days of the incurrence of the Refinancing Indebtedness.


 






    38


     


    

 


“Replacement
Assets” means (1) proceeds to restore, rebuild, retain, construct, improve, replace or otherwise acquire assets
used or useful in Holdings’, any Issuer’s or any Restricted Subsidiary’s business or (2) all or substantially
all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will
become on the date of acquisition thereof a Restricted Subsidiary.


 


“Responsible
Financial or Accounting Officer” means any one of the Chief Financial Officer (or other principal financial officer),
Vice President of Finance, Treasurer or Chief Accounting Officer (or other principal accounting officer or controller) of Holdings
or other Officer of Holdings fulfilling the functions of any such position.


 


“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 is referred because of such Person’s knowledge of and familiarity with
the particular subject and, in each case, who shall have direct responsibility for the administration of this Indenture.


 


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


 


“Restricted
Payment” means any of the following:


 


(1)            the
declaration or payment of any dividend or any other distribution (whether made in cash, securities or other property) on or in
respect of Equity Interests of Holdings or any Restricted Subsidiary or any payment made to the direct or indirect holders (in
their capacities as such) of Equity Interests of Holdings or any Restricted Subsidiary, including, without limitation, any payment
in connection with any merger or consolidation involving Holdings or any of its Restricted Subsidiaries but excluding (a) dividends
or distributions payable solely in Qualified Equity Interests or through accretion or accumulation of such dividends on such Equity
Interests and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to Holdings or to a Restricted
Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of its Equity Interests on
a pro rata basis or a basis more favorable to Holdings);


 


(2)            the
purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests of Holdings or any direct
or indirect parent of Holdings held by Persons other than Holdings or a Restricted Subsidiary (including, without limitation, any
payment in connection with any merger or consolidation involving Holdings);


 


(3)            any
Restricted Investment; or


 


(4)            any
principal payment on, purchase, redemption, defeasance, prepayment, decrease or other acquisition or retirement for value prior
to any scheduled maturity or prior to any scheduled repayment of principal or sinking fund payment, as the case may be, in respect
of Subordinated Indebtedness (other than any such payment made within one year of any such scheduled maturity or scheduled repayment
or sinking fund payment and other than any Subordinated Indebtedness owed to and held by Holdings or any Restricted Subsidiary
permitted under Section 4.9(b)(6)).


 


“Restricted
Payments Basket” has the meaning given to such term in Section 4.7(a).


 


“Restricted
Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary.


 






    39


     


    

 


“Sale and
Leaseback Transaction” means any arrangements with any Person providing for the leasing by Holdings or any of its Restricted
Subsidiaries of real or personal property which has been or is to be sold or transferred by Holdings or such Restricted Subsidiary
to such Person or to any other Person to whom funds have been or are to be advanced by such Person in connection therewith.


 


“S&P”
means S&P Global Inc. or any successor to its rating agency business.


 


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


 


“Secured Indebtedness”
means all Indebtedness for borrowed money and all obligations in the form of loans, notes, bonds, debentures or other similar instruments
that are secured by a Lien.


 


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


 


“Securities
Act” means the U.S. Securities Act of 1933, as amended.


 


“Security
Documents” means the Intercreditor Agreements, each joinder or other agreement (including other intercreditor agreements)
pursuant to which holders of other Pari Passu Notes Lien Indebtedness become parties thereto, and all security agreements, pledge
agreements, Mortgages, deeds of hypothec, collateral assignments, collateral agency agreements, debentures, control agreements
or other grants or transfers for security executed and delivered by the Issuers or any Guarantor (including, without limitation,
Uniform Commercial Code financing statements or PPSA financing statements or equivalent statements in any other jurisdiction) creating
(or purporting to create) a Lien upon Collateral in favor of the Notes Collateral Agent or other agent or representative of Pari
Passu Notes Lien Indebtedness or notice of such pledge, grant or assignment is given, in each case, as amended, modified, renewed,
restated or replaced, in whole or in part, from time to time, in accordance with its terms and the terms of the Intercreditor Agreements.


 


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


 


“Spanish Lien”
means a Lien granted on any Collateral located in Spain or the creation, perfection or priority of which is governed by the laws
of Spain.


 


“Spanish Subsidiary”
means Venator P&A Spain, S.L.U., an entity organized under the laws of Spain.


 


“Specified
Cash Management Agreements” means any agreement providing for treasury, depositary, pooling, netting, overdraft, stored
value card, purchasing card (including so call “procurement card” or “P card”), debit card, credit card
or cash management services, supply chain finance services (including, without limitation, trade payable services and supplier
accounts receivable purchases), including in connection with any automated clearing house transfers of funds or any similar transactions
between Holdings or any Restricted Subsidiary and any Person who is or was a lender at the time such agreement was entered into.


 


“Specified
Foreign Jurisdiction” means Canada, France, Germany, Luxembourg, Spain, the United Kingdom and Finland.


 






    40


     


    

 


“Standard
Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance
entered into by Holdings or any Subsidiary of Holdings that an Officer of Holdings has determined in good faith to be customary
in a Receivables Financing, including those relating to the servicing of the assets of a Receivables Subsidiary, it being understood
that any Receivables Repurchase Obligation will be deemed to be a Standard Securitization Undertaking.


 


“Stated Maturity”
means, with respect to any Indebtedness, the date specified in the agreement governing or certificate relating to such Indebtedness
as the fixed date on which the final payment of principal of such Indebtedness is due and payable, including pursuant to any mandatory
redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior
to the date originally scheduled for the payment thereof.


 


“Subordinated
Indebtedness” means Indebtedness of the Issuers or any Guarantor that is expressly subordinated in right of payment to
the Notes or the Guarantees, respectively.


 


“Subsidiary”
means, with respect to any Person:


 


(1)            any
corporation, limited liability company, association, trust or other business entity of which more than 50.0% of the total voting
power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board
of Directors thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries
of such Person (or a combination thereof); and


 


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


 


Unless otherwise specified,
 “Subsidiary” refers to a Subsidiary of Holdings (including the Issuers).


 


“Subsidiary
Guarantee” means a Guarantee of the Obligations of the Issuers under the Notes issued by a Subsidiary of Holdings.


 


“Subsidiary
Guarantor” means a Restricted Subsidiary of Holdings (other than the Issuers) that has issued a Subsidiary Guarantee
of payment of the Notes.


 


“Term Loan
Collateral Agent” means JPMorgan Chase Bank, N.A., in its capacity as the collateral agent under the Term Loan Credit
Facility, or any successor representative acting in such capacity.


 


“Term Loan
Credit Facility” means that certain Term Loan Credit Agreement, dated as of August 8, 2017, by and among Holdings,
the Issuers, certain Subsidiaries party thereto, J.P. Morgan Chase Bank, N.A., as administrative agent and collateral agent, and
the several lenders and other agents party thereto, including any notes, guarantees, collateral and security documents, instruments
and agreements executed in connection therewith (including Hedging Obligations related to the Indebtedness incurred thereunder),
and in each case as such agreement or facility may be amended (including any amendment or restatement thereof), supplemented or
otherwise modified from time to time, including any agreement or indenture exchanging, extending the maturity of, refinancing,
renewing, replacing, substituting or otherwise restructuring, whether in the bank or debt capital markets (or combination thereof)
(including increasing the amount of available borrowings thereunder, changing the maturity or adding or removing Subsidiaries as
borrowers or guarantors thereunder and whether or not with the same agents, lenders, investors or holders) all or any portion of
the Indebtedness under such agreement or facility or any successor or replacement agreement or facility.


 






    41


     


    

 


“Term Loan
Obligations” means all Indebtedness, liabilities and obligations (of every kind or nature) incurred or arising under
or relating to the Term Loan Credit Facility that is secured by a Permitted Lien described under clause (17) of the definition
thereof, and all other obligations of the Issuers or any Guarantor in respect thereof.


 


“Total Net
Leverage Ratio” means, at any time of determination, the ratio of (i) the outstanding principal amount of Indebtedness
(net of Unrestricted Cash) to (ii) the Consolidated Cash Flow of Holdings during the most recent Four-Quarter Period ending
on or prior to the date of determination; provided that such Total Net Leverage Ratio shall be determined on a pro forma
basis in a manner consistent with the definition of Consolidated Interest Coverage Ratio.


 


“Transactions”
means the offering of the Notes, the use of proceeds from the Notes, the payment of fees and expenses in connection with the foregoing
and the other transactions described in the Offering Memorandum.


 


“Treasury
Rate” means, as of any redemption date, the yield to maturity at the time of computation of United States Treasury securities
with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has
become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer
published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to July 1,
2022; provided, however, that if the period from the redemption date to July 1, 2022 is not equal to the constant
maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by
linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury
securities for which such yields are given, except that if the period from the redemption date to July 1, 2022 is less than
one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one
year shall be used.


 


“Trustee”
has the meaning set forth in the preamble of this Indenture and any successor thereto.


 


“Trust Funds”
means, to the extent segregated from other assets of the Issuers and the Guarantors in a segregated account that contains amounts
comprised solely and exclusively of such Trust Funds, cash, Cash Equivalents or other assets comprised solely of:


 


(1)            funds
used for payroll and payroll taxes and other employee benefit payments to or for the benefit of the Issuers’ or the Guarantors’
employees;


 


(2)            all
taxes required to be collected, remitted or withheld (including federal and state withholding taxes (including the employer’s
share thereof));


 


(3)            (a) proceeds
from the issuance of Indebtedness, (b) proceeds from the sale or disposition of assets (other than ABL Priority Collateral)
and (c) proceeds of insurance and condemnation awards (and payments in lieu thereof) relating to any assets (other than ABL
Priority Collateral), in each of clauses (a), (b) and (c), to the extent such cash or permitted investment is required to
be deposited in an account pursuant to the documentation governing any Indebtedness having a first priority lien on any such assets;
and


 


(4)            any
other funds which Holdings or any Restricted Subsidiaries hold in trust or as an escrow or fiduciary for another person which is
not a Restricted Subsidiary of Holdings.


 


“United States”
or “U.S.” means the United States of America.


 






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“Uniform
Commercial Code” means the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.


 


“Unrestricted
Cash” means, as of any date, all cash and Cash Equivalents of Holdings and its Restricted Subsidiaries as of such date
that would not appear as “restricted” on Holdings’ financial statements, determined on a consolidated basis in
accordance with GAAP, determined based upon the most recent quarter-end financial statements available internally as of the date
of determination, and calculated on a pro forma basis.


 


“Unrestricted
Subsidiary” means (1) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary
by the Board of Directors of Holdings in accordance with Section 4.16 and (2) any Subsidiary of an Unrestricted Subsidiary.
Notwithstanding the preceding, if at any time, any Unrestricted Subsidiary would fail to meet the requirements as an Unrestricted
Subsidiary described under Section 4.16, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture.


 


“U.S. Excluded
Assets” means:


 


(1)            all
Excluded Equity Interests;


 


(2)            all
leasehold Real Property interests;


 


(3)            (i) all
fee simple Real Property that is not Owned Material Real Property, (ii) all fee simple Real Property that is subject to a
Sale and Lease-back Transaction permitted under the Term Loan Credit Facility and (iii) all fee simple Real Property located
outside of the United States;


 


(4)            security
interests to the extent the same would result in materially adverse tax consequences (including any adverse tax consequences due
to the application of Section 956 of the Code) or materially adverse regulatory consequences, in each case, as reasonably
determined by an Officer of Holdings in good faith and identified in writing to the Notes Collateral Agent;


 


(5)            any
governmental licenses or state or local franchises, charters and authorizations that are not permitted to be pledged under applicable
law, other than to the extent that any such prohibition would be rendered ineffective pursuant to Section 9-407, 9-408 or
9-409 of the Uniform Commercial Code or any other applicable law (including Title 11 of the United States Code) or principles of
equity;


 


(6)            any
 “intent-to-use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of
the Lanham Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and
1(d) of the Lanham Act has been filed, to the extent that, and solely during the period for which, any assignment of an “intent-to-use”
application prior to such filing would violate applicable federal law or impair the validity or enforceability of any registration
that issues from such “intent-to-use” application under applicable federal law;


 


(7)            any
Trust Funds;


 


(8)            any
assets (including stock) owned directly or indirectly by a CFC or a FSHCO;


 


(9)            any
aircraft and any trucks, trailers, tractors, service vehicles, automobiles, rolling stock, registered mobile equipment and any
other assets subject to certificates of title or ownership of the Holdings or any Subsidiary;


 






    43


     


    

 


(10)          any
lease, license, contract or agreement to which the Issuers or any Guarantor are parties or any of their right, title or interest
thereunder or in any assets subject thereto to the extent, but only to the extent, and only for a period in which, such a grant
would, under the terms of such lease, license, contract or agreement, result in a breach of the terms of, or constitute a default
under, such lease, license, contract or agreement, or result in the abandonment, invalidation or unenforceability thereof or create
a right of termination in favor of or require the consent of any other party thereto (other than Holdings, the Issuers or any
of their respective Subsidiaries), to the extent not entered into for the primary purpose of qualifying for this exception and
other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409
of the Uniform Commercial Code or any other applicable law (including Title 11 of the Code) or principles of equity; provided,
however, that the Collateral shall include (and such security interest shall attach and the definition of “U.S. Excluded
Assets” shall not then include) immediately at such time as the contractual or legal provisions referred to above shall
no longer be applicable and to the extent severable, and shall attach immediately to, any portion of such lease, license, contract
or agreement or related assets not subject to the provisions specified in this clause (10); provided, further, that
the exclusions referred to in this clause shall not include any proceeds of or monies due or to become due (including any Accounts)
(as defined in the New York Uniform Commercial Code) from such lease, license, contract or agreement;


 


(11)          assets
to the extent the granting of a security interest therein would be prohibited or restricted by applicable law, rule or regulation
(including any requirement to obtain the consent, approval, license or authorization of any Governmental Authority which has not
been obtained) or enforceable anti-assignment provisions of contracts, other than to the extent that such prohibition or restriction
would be overridden by the applicable Uniform Commercial Code; provided, however, that the Collateral shall include
(and such security interest shall attach and the definition of “U.S. Excluded Assets” shall not then include) immediately
at such time as the contractual or legal provisions referred to above shall no longer be applicable and to the extent severable,
and shall attach immediately to, any portion of such assets not subject to the provisions specified in this clause (11); provided,
further, that the exclusions referred to in this clause (11) shall not include any proceeds of or monies due or to become
due (including any Accounts) from such assets;


 


(12)          any
assets to the extent the cost, burden, difficulty or consequence of obtaining or perfecting a security interest therein outweighs
the benefit of the security afforded thereby, as reasonably agreed by Holdings and the Term Loan Collateral Agent pursuant to the
Term Loan Credit Facility; or


 


(13)          (a) any
assets and proceeds thereof subject to a Lien permitted under this Indenture to the extent that the documents providing for the
Indebtedness secured by such Liens do not permit such assets and proceeds thereof to be pledged to the Notes Collateral Agent;
provided, further, that the exclusions referred to in this clause (a) shall not include any proceeds of such
document; or (b) any assets subject to a Lien permitted by this Indenture so long as the documents providing for such Lien
do not permit such assets to be pledged to the Notes Collateral Agent.


 


“U.S. Government
Obligations” means direct non-callable obligations of, or guaranteed by, the United States for the payment of which guarantee
or obligations the full faith and credit of the United States is pledged.


 


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


 


“Voting Stock”
with respect to any Person, means securities of any class of Equity Interests of such Person entitling the holders thereof (whether
at all times or only so long as no senior class of stock or other relevant equity interest has voting power by reason of any contingency)
to vote in the election of members of the Board of Directors of such Person.


 






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“Weighted
Average Life to Maturity” when applied to any Indebtedness at any date, means the number of years obtained by dividing
(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund,
serial maturity or other required payment of principal, including payment at Stated Maturity, in respect thereof by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (2) the
then outstanding principal amount of such Indebtedness.


 


“Wholly-Owned
Subsidiary” means a Restricted Subsidiary, all of the Equity Interests of which (other than directors’ qualifying
shares) are owned by Holdings or another Wholly-Owned Subsidiary.


 


		Section 1.2.	Other
                                         Definitions.



 


	Term	 	Defined in Section
	“acceleration declaration”	 	6.2
	“Additional Amounts”	 	2.15(b)
	“Affiliate Transaction”	 	4.11(a)
	“Alternate Offer”	 	4.13(g)
	“Applicable Premium Deficit”	 	8.8(2)
	“Appointee”	 	10.11(2)
	“Authentication Order”	 	2.2(c)
	“CERCLA”	 	10.10(f)
	“Change of Control Offer”	 	4.13(b)
	“Change of Control Payment Date”	 	4.13(b)
	“Change of Control Purchase Price”	 	4.13(a)
	“Charged Property”	 	10.11(2)
	“Collateral Disposition Offer”	 	4.10(a)(4)
	“Covenant Defeasance”	 	8.3
	“Delegate”	 	10.11(2)
	“Deposit Trustee”	 	8.5
	“EDGAR”	 	4.3(d)
	“English Security Documents”	 	10.11(1)
	“Event of Default”	 	6.1
	“Excess Collateral Proceeds”	 	4.10(a)(4)
	“Excess Proceeds”	 	4.10(c)
	“Finnish Companies Act”	 	11.4(e)
	“Finnish Guarantor”	 	11.4(e)
	“Four-Quarter Period”	 	1.1 (“Consolidated Interest Coverage Ratio”)
	“French Guarantor”	 	11.4(c)
	“Foreign Collateral”	 	10.10(h)
	“German Guarantor”	 	11.4(d)
	“German GmbH Guarantor”	 	11.4(d)
	“German GmbH & Co. KG Guarantor”	 	11.4(d)
	“Guaranteed Obligations”	 	11.4(d)
	“Hypothecary Representative”	 	10.1(d)
	“Legal Defeasance”	 	8.2




 






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	“Loan Documents”	 	1.1 (“Notes Documents”)
	“LSTA”	 	Exhibit D
	“Luxembourg”	 	Preamble
	“Maximum Guaranteed Amount”	 	11.4(c)
	“Net Asset Determination”	 	11.4(d)
	“Net Assets”	 	11.4(d)
	“Net Proceeds Offer”	 	4.10(c)
	“Net Proceeds Offer Amount”	 	4.10(d)
	“Net Proceeds Offer Period”	 	4.10(d)
	“Net Proceeds Purchase Date”	 	4.10(d)
	“Note Amount”	 	4.10(c)(1)
	“Note Register”	 	2.3(a)
	“Pari Passu Offer”	 	4.10(c)(2)
	“Paying Agent”	 	2.3(a)
	“Payor”	 	2.15(a)
	“Redesignation”	 	4.16(d)
	“Registrar”	 	2.3(a)
	“Reinstatement Date”	 	4.17(b)
	“Relevant Taxing Jurisdiction”	 	2.15(a)
	“Rights”	 	10.11(11)
	“Security Document Action”	 	10.7(d)
	“Share Capital Impairment”	 	11.4(d)
	“Specified Foreign Collateral”	 	10.12
	“Specified Foreign Grantors”	 	10.12
	“stamp taxes”	 	2.15(c)
	“Successor”	 	5.1(a)
	“Suspended Covenants”	 	4.17(a)
	“Suspension Date”	 	4.17(a)
	“Suspension Period”	 	4.17(b)
	“Transaction Date”	 	1.1 (“Consolidated Interest Coverage Ratio”)
	“transfer”	 	1.1 (“Asset Sale”)
	“Upstream Affiliate”	 	11.4(d)
	“Venator Co-Issuer”	 	Preamble
	“Venator Finance”	 	Preamble
	 	 	 


 


		Section 1.3.	Rules of
                                         Construction.  Unless the context otherwise requires:



 


(a)            a
term defined in Sections 1.1 or 1.2 has the meaning assigned to it therein;


 


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


 


(c)            “or”
is not exclusive;


 


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


 


(e)            provisions
apply to successive events and transactions;


 






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


 


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


 


(h)            “including”
or “include” means including or include without limitation;


 


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


 


(j)            unless
otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications
to such agreements or instruments, but only to the extent such amendments and other modifications are not prohibited by the terms
of this Indenture;


 


(k)            unsecured
Indebtedness shall not be deemed to be subordinated or junior to secured Indebtedness merely by virtue of its nature as unsecured
Indebtedness and senior Indebtedness shall not be deemed to be subordinated or junior to any other senior Indebtedness merely because
it has a junior priority with respect to the same collateral; and


 


(l)            certain
terms used primarily in Appendix A are defined in that Appendix.


 


		Section 1.4.	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 or record or both are delivered to the Trustee and, where it is hereby expressly required,
to the Issuers and the Guarantors. 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 7.1) conclusive
in favor of the Trustee, the Notes Collateral Agent, the Issuers and the Guarantors, if made in the manner provided in this Section 1.4.


 


(b)            The
fact and date of the execution by any Person of any such instrument or writing may be proved (1) 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 or (2) in any
other manner deemed reasonably sufficient by the Trustee. Where such execution is by a signer acting in a capacity other than such
signer’s individual capacity, such certificate or affidavit shall also constitute proof of such signer’s authority.
The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also
be proved in any other manner 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, the Notes Collateral Agent, the Issuers
or the Guarantors in reliance thereon, whether or not notation of such action is made upon such Note.


 






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(e)            If
the Issuers shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other act,
the Issuers may, at their option, by or pursuant to a board resolution of the Issuers’ Board of Directors, fix in advance
a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent,
waiver or other act, but the Issuers shall have no obligation to do so. Any such record date shall be the record date specified
in or pursuant to such board resolution, which shall be a date not more than 30 days prior to the first solicitation of Holders
generally in connection therewith and no later than the date such solicitation is completed. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after such record date,
but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of outstanding Notes have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding Notes shall be computed as
of such record date; provided that no request, demand, authorization, direction, notice, consent, waiver or other act by
the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.


 


(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 paragraph shall have the same effect as if given
or taken by separate Holders of each such different part.


 


(g)            Without
limiting the generality of the foregoing, a Holder, including a Depositary that is the Holder of a Global Note, 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 a Depositary that is the Holder of a Global
Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depositary’s
standing instructions and customary practices.


 


(h)            With
respect to any Global Note, the Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners
of interests in any Global Note held by a Depositary entitled under the procedures of such Depositary, if any, 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; provided that if such a record date is fixed,
only the beneficial owners of interests in such Global Note on such record date or their duly appointed proxy or proxies shall
be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether
or not such beneficial owners remain beneficial owners of interests in such Global Note after such record date. No such request,
demand, authorization, direction, notice, consent, waiver or other action shall be effective hereunder unless made, given or taken
on or prior to the expiration date, if any, designated by the Issuers.


 






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		Section 1.5.	Spanish
                                         Terms and Definitions.



 


(a)            In
this Indenture, where it relates to a person incorporated or formed or having its center of main interests in Spain, a reference
to:


 


(i)            “administration,”
 “insolvency” or “insolvency proceeding” and any step or proceeding relating to it has the meaning attributed
to them under the Spanish Insolvency Law, including a declaración de concurso con independecia de su carácter
necesario o voluntario (as well as any solicitud de inicio del procedimiento de concurso voluntario, the request of
declaration of insolvency by a third party (solicitud de concurso por acreedores) (including without limitation, any petition
filed under a competent court pursuant to article 5 bis or article 231 of the Spanish Insolvency Law and its solictud de inicio
de procedimiento de concurso, auto de declaración de concurso, convenio judicial o extrajudicial con acreedores
and transacción extrajudicial). A person being unable to pay its debts includes that person being in a state
of insolvencia or in concurso according to Spanish Insolvency Law;


 


(ii)            “winding-up,”
 “liquidation” or “dissolution” includes, without limitation, disolución, liquidación,
or any other similar proceedings as regulated under the laws of Spain from time to time;


 


(iii)            a
 “liquidator,” “receiver,” “administrative receiver,” “administrator” or “compulsory
manager” includes, without limitation, mediador concursal, administrador del concurso, administración
concursal or a liquidador or any other person or entity performing the same or a similar function;


 


(iv)            a
 “composition,” “moratorium” or “arrangement” with any creditor includes, without limitation,
a convenio de acreedores or propuesta anticipada de convenio or acuerdo de refinanciación or acuerdo
extrajudicial de pagos or refinancing agreement to be judicially sanctioned for the purposes of the Spanish Insolvency Law
or any agreement under article 71bis or Additional Provision Four (Disposición Adicional Cuarta) of the Spanish Insolvency
Law;


 


(v)            a
 “security” includes any mortgage (hipoteca), pledge (prenda) (with or without transfer of possession),
financial collateral agreement (garantía financiera pignoraticia) and, in general, any in rem security right governed
by the laws of Spain; and


 


(vi)            a
 “guarantee” includes any accessory personal guarantee (fianza), performance bond (aval), joint and several
guarantee (garantía solidaria) and first demand guarantee (garantía a primer requerimiento).


 


(b)            In
this Indenture, the following terms shall have the following definitions:


 


“Spain” shall
mean the Kingdom of Spain.


 


“Spanish Civil Code”
shall mean the Spanish Código Civil, as amended from time to time.


 


“Spanish Civil Procedural
Law” shall mean Law 1/2000 of 7 January (Ley de Enjuiciamiento Civil), as amended from time to time.


 


“Spanish Companies Law”
shall mean the Royal Legislative Decree 1/2010, of 2 July, whereby the companies act is approved (Real Decreto Legislativo 1/2010,
de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital), as amended from time to time.


 


“Spanish Guarantors”
shall mean, collectively, each Guarantor that is incorporated under the laws of Spain (including the Spanish Subsidiary).


 






    49


     


    

 



 


“Spanish Insolvency
Law” shall mean the Law 22/2003 of 9 July 2003, on insolvency (Ley 22/2003, de 9 de julio, Concursal), as
amended from time to time or, if applicable, as superseded by virtue of the Spanish Royal Legislative Decree 1/2020 of 5 May 2020
approving the Spanish Recast Insolvency Law, as amended from time to time (the “Spanish Recast Insolvency Law”).
If applicable, references in this Indenture to specific sections of the Spanish Insolvency Law shall be understood to be done
to the equivalent provisions of the Spanish Recast Insolvency Law.


 


“Spanish Public Document”
shall mean a Spanish law notarial deed (documento público), being either an escritura pública or a
póliza o efecto intervenido por notario español.


 


ARTICLE II

THE NOTES


 


Section 2.1.          Form and
Dating, Terms.


 


(a)            Provisions
relating to the Initial Notes, Additional Notes and any other Notes issued under this Indenture are set forth in Appendix A, which
is hereby incorporated in and expressly made a part of this Indenture (with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture). The Notes and the Trustee’s certificate of authentication
shall each be substantially in the form of Exhibit A attached hereto (with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture), which is hereby incorporated in and expressly made a part
of this Indenture. The Notes may have notations, legends or endorsements required by law, rules or agreements with national
securities exchanges to which the Issuers or any Guarantor is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Issuers). Each Note shall be dated the date of its authentication. The Notes
shall be issued only in fully registered form without coupons and only in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof.


 


(b)            The
aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.


 


(c)            The
terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the
Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions
and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling. For the avoidance of doubt, the application of articles 470-1
to 470-19 (inclusive and to the fullest extent permitted by law) of the Luxembourg Act of 10 August 1915 on commercial companies,
as amended, shall be expressly excluded.


 


(d)            The
Notes shall be subject to repurchase by the Issuers pursuant to a Collateral Disposition Offer or a Net Proceeds Offer as provided
in Section 4.10 or a Change of Control Offer as provided in Section 4.13, and otherwise as not prohibited by this Indenture.
The Notes shall not be redeemable, other than as provided in Article III.


 


(e)            An
unlimited aggregate principal amount of Additional Notes ranking pari passu with the Initial Notes may be created and issued from
time to time by the Issuers without notice to or consent of the Holders and 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 (other than issue date, issue price
and, if applicable, the first interest payment date and the first date from which interest will accrue) as the Initial Notes; provided
that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.9
and Section 4.12; provided, further, that if any Additional Notes are not fungible with the Initial Notes for
U.S. federal income tax purposes, such Additional Notes shall be issued as a separate series under this Indenture and shall have
separate CUSIP and ISIN numbers from the Initial Notes. The Initial Notes and any Additional Notes, to the extent issued as part
of the same series, shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions
and offers to purchase. Any Additional Notes shall be issued either pursuant to an Officer’s Certificate of the Issuers,
pursuant to a resolution by the Board of Directors of the Issuers or pursuant to an indenture supplemental to this Indenture.


 



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Section 2.2.         Execution
and Authentication.


 


(a)            At
least one Officer of the Issuers shall execute the Notes on behalf of the Issuers by manual, electronic or facsimile signature.
If an Officer whose signature is on a Note no longer holds that or any office at the time a Note is authenticated, the Note shall
nevertheless be valid.


 


(b)            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 by the manual signature of an authorized signatory of the Trustee. The signature
shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.


 


(c)            On
the Issue Date, the Trustee shall, upon receipt of a written request or order of the Issuers signed by an Officer of the Issuers
(an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time
to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate
principal amount specified in such Authentication Order for such Additional Notes issued hereunder.


 


(d)            The
Trustee may appoint an Authenticating Agent acceptable to the Issuers to authenticate Notes in accordance Section 7.10. Unless
limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference
in this Indenture to authentication by the Trustee includes authentication by such agent. An Authenticating Agent has the same
rights as an Agent to deal with Holders, the Issuers or an Affiliate of the Issuers.


 


(e)            The
Trustee shall authenticate and make available for delivery upon receipt of an Authentication Order from the Issuers (a) Initial
Notes for original issue on the Issue Date in an aggregate principal amount of $225,000,000, (b) subject to the terms of this
Indenture, Additional Notes, and (c) any Unrestricted Global Notes (as defined in Appendix A) issued in exchange for any of
the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date
on which the Notes are to be authenticated and whether the Notes are to be Initial Notes, Additional Notes or Unrestricted Global
Notes. Upon receipt of a written order of the Issuers signed by one Officer of the Issuers, the Trustee shall authenticate Notes
in substitution for Notes originally issued to reflect any name change of the Issuers.


 


Section 2.3.         Registrar;
Paying Agent.


 


(a)            The
Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”)
and at least one office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall
keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuers may appoint one
or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar,
and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or
Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such. Holdings, the Issuers and/or any Restricted Subsidiary may act as Paying Agent or Registrar. As the application
of articles 470-1 to 470-19 (inclusive and to the fullest extent permitted by law) of the Luxembourg Act of 10 August 1915
on commercial companies, as amended, will be expressly excluded pursuant to this Indenture, Venator Finance will not maintain its
own register of the Notes issued by it at its registered office (the “Issuer Register”). In the absence of any
Issuer Register, it is generally accepted that any register maintained by the Registrar would constitute the best evidence of ownership
of the Notes, in the absence of proof to the contrary. However, there may be a delay in updating the register and discrepancies
in recordings cannot be excluded. Upon written request from Venator Finance, the Registrar will provide Venator Finance with a
copy of the register for corporate law purposes.


 



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(b)            The
Issuers initially appoint The Depository Trust Company to act as Depositary with respect to the Global Notes. The Issuers initially
appoint the Trustee to act as Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.


 


Section 2.4.          Paying
Agent to Hold Money in Trust. Unless otherwise agreed with the Paying Agent, the Issuers shall, no later than 11:00 a.m. (New
York City time) on each due date for the payment of principal, premium, if any, and interest on any of the Notes, deposit with
a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the Holders entitled to the same, and (unless
such Paying Agent is the Trustee) the Issuers shall promptly notify the Trustee of their action or failure so to act. The Issuers
shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal, premium, if any, and interest
on the Notes, and shall notify the Trustee of any default by the Issuers in making any such payment. While any such default continues,
the Trustee may require a Paying Agent to pay all money held by it in trust for the benefit of the Holders to the Trustee. The
Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, a
Paying Agent shall have no further liability for the money. If Holdings, the Issuers or a Subsidiary acts as Paying Agent, they
shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by them as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Issuers specified in Section 6.1(9), the Trustee shall serve
as Paying Agent for the Notes.


 


Section 2.5.         Holder
Lists. The Trustee, for so long as it is acting as 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 Trustee is not the
Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each interest payment date, and at such
other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders. Every Holder, by receiving and holding the same, agrees with the Issuers,
the Guarantors, the Trustee and the Notes Collateral Agent that none of the Issuers, the Guarantors, the Trustee or the Notes
Collateral Agent or any agent of any of them shall be held accountable by reason of the disclosure of any information as to
the names and addresses of the Holders, regardless of the source from which such information was derived.


 


Section 2.6.         Transfers
and Exchange.


 


(a)            The
Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer
and in compliance with Appendix A.


 


(b)            To
permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 or at the Registrar’s request.


 






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(c)            No
service charge shall be imposed in connection with any registration of transfer or exchange of the Notes (other than pursuant to
Section 2.7), but the Issuers may require payment of a sum sufficient to cover any documentary, stamp, similar issue or transfer
tax or similar governmental charge payable in connection therewith (other than any such documentary, stamp, similar issue or transfer
tax or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.6, 4.10, 4.13 and 9.4).


 


(d)            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 Issuers, 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.


 


(e)            Neither
the Issuers nor the Registrar shall be required (1) 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 day of any selection of Notes for redemption in accordance with
Section 3.2 and ending at the close of business on the day of selection, (2) to register the transfer of or to exchange
any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connection with a Change of Control Offer,
a Collateral Disposition Offer or a Net Proceeds Offer, in whole or in part, except the unredeemed or unpurchased portion of any
Note being redeemed or repurchased in part or (3) to register the transfer of or to exchange any Note between a record date
and the next succeeding interest payment date.


 


(f)            Prior
to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers 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,
premium, if any, and (subject to the record date provisions of the Notes) interest on such Notes and for all other purposes, and
none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.


 


(g)            Upon
surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.2,
the Issuers 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.


 


(h)            At
the option of the Holder, 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 Issuers shall execute, and the Trustee 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 Appendix
A.


 


(i)            All
certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.6
to effect a registration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.


 


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


 


Section 2.7.         Replacement
Notes . If a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost, destroyed or
wrongfully taken and the Trustee receives evidence to its satisfaction of the ownership and loss, destruction or theft of
such Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement
Note if the Trustee’s requirements are otherwise met. If required by the Trustee or the Issuers, an indemnity bond must
be provided by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the
Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers
may charge the Holder for the expenses of the Issuers and the Trustee in replacing a Note. Every replacement Note is a
contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this
Section 2.7, in case any mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and
payable, the Issuers in their discretion may, instead of issuing a new Note, pay such Note.


 



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Section 2.8.         Outstanding
Notes.


 


(a)            The
Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions
hereof, and those described in this Section 2.8 as not outstanding. Except as set forth in Section 2.9, a Note does not
cease to be outstanding because Holdings, the Issuers or an Affiliate of Holdings or the Issuers hold the Note; provided
that Notes held by Holdings, the Issuers or a Subsidiary of Holdings will not be deemed to be outstanding to the extent specified
in Section 3.7(c)(1).


 


(b)            If
a Note is replaced pursuant to Section 2.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the New York Uniform
Commercial Code.


 


(c)            If
the principal amount of any Note is considered paid under Section 4.1, it ceases to be outstanding and interest on it ceases
to accrue from and after the date of such payment.


 


(d)            If
a Paying Agent (other than Holdings, the Issuers, a Subsidiary or an Affiliate of any thereof) holds, on the maturity date, any
redemption date or any date of purchase pursuant to an Offer to Purchase, money sufficient to pay Notes payable or to be redeemed
or purchased on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to
accrue interest.


 


Section 2.9.         Treasury
Notes. In determining whether the Holders of the requisite principal amount of Notes have concurred in any direction, waiver
or consent, Notes beneficially owned by the Holdings, the Issuers, or by any Affiliate of Holdings or the Issuers, 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 has written notice as being 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 Holdings, the Issuers or any obligor upon the Notes or any Affiliate of Holdings, the Issuers
or of such other obligor. Notwithstanding the foregoing, Notes that are to be acquired by Holdings, the Issuers or an Affiliate
of Holdings or the Issuers pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such
entity until legal title to such Notes passes to such entity. To the extent Holdings or the Issuers acquire Notes, Holdings or
the Issuers may in their discretion, but is not required to, submit such Notes to the Trustee for cancellation.


 


Section 2.10.       Temporary
Notes. Until Definitive Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication
Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have
variations that the Issuers consider appropriate for temporary Notes. Without unreasonable delay, the Issuers shall prepare and
the Trustee 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.


 



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Section 2.11.       Cancellation.
All Notes surrendered for payment, redemption, registration of transfer or exchange or for credit against any current or future
sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Notes so delivered
to the Trustee shall be promptly cancelled by it. The Issuers may at any time deliver to the Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Issuers may have acquired in any manner whatsoever, and may deliver
to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes previously authenticated hereunder
which the Issuers have not issued and sold, and all Notes so delivered shall be promptly cancelled by the Trustee. If the Issuers
shall acquire any of the Notes, however, such acquisition shall not operate as a redemption, cancellation or satisfaction of the
indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation. If Holdings,
the Issuers or any of their Restricted Subsidiaries acquires any of the Notes, Holdings, the Issuers and their Restricted Subsidiaries
may, but are not required to, submit such Notes to the Trustee for cancellation. No Notes shall be authenticated in lieu of or
in exchange for any Notes cancelled as provided in this Section 2.11, except as expressly permitted by this Indenture. All
cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures. The Issuers
may not issue new Notes or replace Notes that they have paid or that have been delivered to Trustee for cancellation. The Trustee
shall, at the Issuers’ written request, provide certification of the disposal of cancelled Notes.


 


Section 2.12.       Interest
and Defaulted Interest.


 


(a)            Interest,
if any, on the Notes which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid
to the Person in whose name such Note is registered at the close of business on the regular record date for such interest at the
office or agency of the Issuers maintained for such purpose pursuant to Section 4.2; provided, however, that
each installment of interest, if any, on the Notes may, at the Issuers’ option, be paid by (i) mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 2.14 or to the address of
such Person as it appears on the Note Register or (ii) wire transfer to an account located in the United States maintained
by the payee; provided that payment by wire transfer of immediately available funds shall be required with respect to interest
payable on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers
or the Paying Agent at least five Business Days prior to the applicable payment date. Such payment shall be in such coin or currency
of the United States as at the time of payment is legal tender for payment of public and private debts.


 


(b)            If
the Issuers default in a payment of interest on the Notes, they 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 4.1. The Issuers 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 the Issuers 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 Issuers shall fix or cause to be fixed each 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 Issuers shall promptly
notify the Trustee of such special record date. At least 15 days before the special record date, the Issuers (or, upon the request
of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or deliver by electronic transmission in
accordance with the applicable procedures of the Depositary, or cause to be mailed or delivered by electronic transmission in accordance
with the applicable procedures of the Depositary to each Holder a notice that states the special record date, the related payment
date and the amount of such interest to be paid.


 



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(c)            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 interest, which were carried by such other Note.


 


Section 2.13.       CUSIP
and ISIN Numbers The Issuers in issuing the Notes may use CUSIP or ISIN numbers (if then generally in use) and, if so,
the Trustee shall use CUSIP or ISIN numbers in notices of redemption or exchange or in Offers to Purchase as a convenience to
Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of redemption or exchange or in Offers to Purchase and that
reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or exchange or
Offer to Purchase shall not be affected by any defect in or omission of such numbers. The Issuers shall promptly notify the
Trustee in writing of any change in the CUSIP or ISIN numbers.


 


Section 2.14.       Persons
Deemed Owners


 


Prior to due presentment
of a Note for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person
in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Section 2.12) interest, if any, on such Note and for all other purposes whatsoever, whether or not
such Note be overdue, and none of the Issuers, the Trustee or any agent of the Issuers or the Trustee shall be affected by notice
to the contrary.


 


None of the Issuers,
the Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any aspect of (i) the records
relating to or payments made on account of any participants in the Depositary or any beneficial ownership interests of a Global
Note, (ii) maintaining, supervising or reviewing any records maintained by any Depositary or participant therein or any other
Person relating to such beneficial ownership interests, (iii) any consent given or other action taken by the Depositary or
other Holder of a Note, as the registered holder thereof or (iv) or any act or omission of the Depositary.


 


Notwithstanding the
foregoing, with respect to any Global Note, nothing herein shall prevent the Issuers, the Trustee, or any agent of the Issuers
or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any Depositary, as a
Holder, with respect to such Global Note or impair, as between such Depositary and owners of beneficial interests in such Global
Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of
such Global Note.


 


Section 2.15.       Additional
Amounts.


 


(a)            All
payments required to be made by the Issuers under or with respect to the Notes or by any Guarantor under or with respect to a Guarantee
(each of the Issuers or such Guarantor and, in each case, any successor thereof, making such payment, the “Payor”),
will be made free and clear of, and without withholding or deduction for or on account of, any taxes (which term, for purposes
of this Section 2.15, also includes other governmental charges or, in each case, any related penalties and interest) imposed
or levied by or on behalf of any jurisdiction in which any Payor is incorporated, organized or otherwise resident for tax purposes,
or engaged in business for tax purposes, or any jurisdiction from or through which payment is made by or on behalf of such Payor,
or in each case any political subdivision or taxing authority or agency thereof or therein (each a “Relevant Taxing Jurisdiction”),
unless such Payor is required to withhold or deduct such taxes by law or regulation.


 



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(b)            If
a Payor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by or on behalf of a Relevant
Taxing Jurisdiction from any payment made under or with respect to the Notes or a Guarantee, as applicable, such Payor will be
required to pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received
by any Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holder or
beneficial owner would have received if such taxes had not been withheld or deducted; provided, however, that the
foregoing obligation to pay Additional Amounts does not apply to:


 


(1)            any
taxes that would not have been (or would not be required to be) so imposed, withheld, deducted or levied but for the existence
of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary,
partner, member or shareholder of, or possessor of power over, the relevant Holder or beneficial owner, if the relevant Holder
or beneficial owner is an estate, nominee, trust, partnership, company or corporation) and the Relevant Taxing Jurisdiction, including,
without limitation, such Holder or beneficial owner being or having been a citizen, domiciliary, national or resident thereof,
or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein
(other than any connection arising solely from the acquisition or holding of any Note, the receipt of any payments in respect of
such Note or Guarantee or the exercise or enforcement of rights under such Note or Guarantee);


 


(2)            any
estate, inheritance, gift, sales, transfer, personal property or similar tax or assessment;


 


(3)            any
taxes which are payable other than by withholding or deduction from payments made under or with respect to the Notes or any Guarantee;


 


(4)            any
taxes that would not have been (or would not be required to be) imposed, withheld, deducted or levied if such Holder or the beneficial
owner of any Note or interest therein complied with all reasonable written requests by the Payor (made to the Holder at a time
that would enable the Holder or beneficial owner acting reasonably to comply with such request) to provide timely and accurate
information or documentation concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction
of such Holder or beneficial owner, if such compliance is required or imposed by a statute, treaty, regulation or administrative
practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of withholding or deduction
of, all or part of such taxes;


 


(5)            any
taxes imposed or withheld on or with respect to a payment which could have been made without deduction or withholding if the beneficiary
of the payment had presented the Note for payment (where presentation is required) within 30 days after the date on which such
payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except
to the extent that the Holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented on
any day during the 30-day period);


 


(6)            any
taxes imposed on or with respect to any payment made under or with respect to such Note or Guarantee to any Holder who is a fiduciary
or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor
with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled
to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of such Note;


 






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(7)            any
taxes payable under Sections 1471-1474 of the Code, as of the Issue Date (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any regulations or official interpretations thereof, any intergovernmental
agreement entered into in connection therewith or any law or regulation adopted pursuant to any such intergovernmental agreement
or any agreements entered into pursuant to Section 1471(b)(1) of the Code;


 


(8)            any
taxes imposed by the United States or any political subdivision thereof; or


 


(9)            any
taxes imposed or levied by reason of any combination of clauses (1) through (8) above.


 


(c)            The
Issuers and the Guarantors (as the case may be) will pay any present or future stamp, issue, registration, excise, property, court
or documentary taxes, or similar taxes, charges or levies (referred to in this Section 2.15 as “stamp taxes”)
and interest, penalties and other reasonable expenses related thereto that arise in or are levied by any Relevant Taxing Jurisdiction
on the execution, issuance, delivery, enforcement or registration of the Notes, this Indenture, the Guarantees or any other document
or instrument in relation thereto (other than on a transfer or assignment of the Notes after the Issue Date) except for stamp taxes
due as a result of registration or other action by the Holder of the Notes where such registration or action is not necessary to
maintain, preserve, establish, enforce, perfect or protect the rights of the Holder of Notes.


 


(d)            The
Payor will make or cause to be made any withholding or deduction required in respect of taxes, and remit the full amount deducted
or withheld to the Relevant Taxing Jurisdiction, in accordance with applicable law. Upon request, the Payor will provide, within
a reasonable time after the date the payment of any such taxes so deducted or withheld is made, the Trustee with official receipts
or other documentation evidencing the payment of the taxes so deducted or withheld.


 


(e)            If
any Payor will be obligated to pay Additional Amounts under or with respect to any payment made on the Notes or the Guarantees,
the Payor will deliver to the Paying Agent with a copy to the Trustee on a date that is at least 30 days prior to the date of that
payment (unless the obligation to pay Additional Amounts arises after the 45th day prior to that payment date, in which case the
Payor shall notify the Paying Agent and the Trustee promptly thereafter) a certificate stating the fact that Additional Amounts
will be payable and the amount estimated to be so payable and such other information reasonably necessary to enable the Paying
Agent to pay Additional Amounts to Holders on the relevant payment date. The Payor shall also deliver a form of Additional Amounts
notice that can be delivered to the registered Holders.


 


(f)            Whenever
in this Indenture there is mentioned, in any context:


 


(1)            the
payment of principal;


 


(2)            the
payment of interest; or


 


(3)            any
other amount payable on or with respect to any of the Notes,


 


such reference will be deemed to include
payment of Additional Amounts as described under this Section 2.15 to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof.


 


(g)            The
obligations described under this Section 2.15 will survive any termination, defeasance or discharge of this Indenture or any
Guarantee and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Payor is incorporated,
organized or otherwise resident for tax purposes, or engaged in business for tax purposes, or any jurisdiction from or through
which payment is made by or on behalf of such successor Person, or in each case any political subdivision or taxing authority or
agency thereof or therein.


 



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ARTICLE III

REDEMPTION AND PREPAYMENT


 


Section 3.1.         Notices
to Trustee. If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.7, they
shall furnish to the Trustee, at least three Business Days (or such shorter period as is acceptable to the Trustee) before sending
a notice of such redemption to the Holders, a notice setting forth the (i) section of this Indenture pursuant to which the
redemption shall occur, (ii) redemption date and (iii) aggregate principal amount of Notes to be redeemed. Any such
notice to the Trustee may be cancelled at any time prior to notice of such redemption being sent to any Holder and shall thereby
be void and of no effect.


 


Section 3.2.         Selection
of Notes to Be Redeemed. In the event that less than all of the Notes are to be redeemed at any time, the Trustee shall select
the Notes to be redeemed among the Holders on a pro rata basis to the extent practicable or by lot or by such other method as
the Trustee shall deem fair and appropriate (except that any Notes represented by a Global Note will be redeemed by such method
as the Depositary may require) unless otherwise required by law or any applicable depositary or stock exchange requirements; provided,
however, that no Notes of a principal amount of $2,000 in aggregate principal amount or less shall be selected for redemption
in part.


 


On and after the redemption
date, unless the Issuers default in the payment of the redemption price, interest will cease to accrue on Notes or portions thereof
called for redemption so long as the Issuers have deposited with the Paying Agent funds in satisfaction of the applicable redemption
price pursuant to this Indenture (including accrued and unpaid interest, if any, on the Notes to be redeemed to, but excluding,
the redemption date). The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption. The Trustee
may select for redemption portions (equal to $1,000 or any integral multiples of $1,000 thereof) of the principal of the Notes
that have minimum denominations larger than $2,000.


 


Section 3.3.         Notice
of Optional Redemption. The Issuers shall deliver or cause to be delivered in accordance with Section 12.2, a notice
of optional redemption to each Holder whose Notes are to be redeemed (with a copy to the Trustee), at least 30 days but not more
than 60 days before a redemption date (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 transaction effected pursuant to Article VIII). Any notice of redemption
made in connection with a related transaction or event (including, without limitation, a Qualified Equity Offering, Change of
Control, Asset Sale, financing or other transaction) may, at the Issuers’ discretion, be given prior to the completion or
the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions
precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be.
In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice will describe each
such condition, and if applicable, will state that, in the Issuers’ discretion, the redemption date may be delayed until
such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic
transmission) as any or all such conditions are satisfied (or waived by the Issuers in their sole discretion), or that such redemption
may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the
Issuers in their sole discretion) by the redemption date, or by the redemption date as so delayed, or that such notice may be
rescinded at any time in the Issuers’ discretion if, as determined in good faith by the Issuers, any or all of such conditions
will not be satisfied. If one or more conditions specified with respect to a redemption are not satisfied or waived or are delayed,
the redemption date shall be deemed not to have occurred or shall be delayed, as applicable, for all purposes under this Indenture,
and the Issuers shall give notice of such non-occurrence or delay to the Holders and to the Trustee. In addition, the Issuers
may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect
to such redemption may be performed by another Person.


 



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The notice shall identify
the Notes to be redeemed (including “CUSIP” numbers and corresponding “ISINs,” if applicable)
and shall state:


 


(1)            the
redemption date;


 


(2)            the
redemption price (or the method by which it is to be determined);


 


(3)            if
any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption
date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon
cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made,
as appropriate);


 


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


 


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


 


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


 


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


 


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


 


(9)            any
conditions precedent to such redemption.


 


At the Issuers’
written request, the Trustee shall give the notice of redemption in the Issuers’ name and at the Issuers’ expense;
provided, however, that the Issuers shall have delivered to the Trustee, at least three Business Days prior to the
date of the giving of the notice of redemption (or such shorter period as is acceptable to the Trustee), an Officer’s Certificate
requesting that the Trustee give such notice and setting forth the information to be stated in the notice as provided in the preceding
paragraph. Any such request to the Trustee may be revoked or cancelled at any time prior to notice of such redemption being sent
to any Holder and shall thereby be void and of no effect. The notice sent in the manner herein provided shall be deemed to have
been duly given whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice
to the Holder of any Note shall not affect the validity of the proceeding for the redemption of any other Note. The notice of redemption
issued pursuant to Section 3.7(a) need not set forth the Applicable Premium but only the manner of calculation thereof.


 


Section 3.4.         Effect
of Notice of Redemption. Once notice of redemption is delivered in accordance with Section 3.3, the Notes called for
redemption become due and payable on the redemption date at the applicable redemption price, subject to satisfaction of any conditions
specified in the notice of redemption.


 






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Section 3.5.         Deposit
of Redemption Price. On or before 11:00 a.m. (New York City time) on the redemption date, the Issuers shall deposit with
the Trustee or with the Paying Agent (or, if the Issuers or a Subsidiary of Holdings is the Paying Agent, shall segregate and
hold in trust) money sufficient to pay the redemption price on all Notes to be redeemed on that date. The Trustee or the Paying
Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of
the amounts necessary to pay the redemption price of all Notes to be redeemed.


 


If Notes called for
redemption or tendered in a Collateral Disposition Offer, Net Proceeds Offer or Change of Control Offer are paid or if the Issuers
have deposited with the Trustee or Paying Agent money sufficient to pay the redemption or purchase price of, and unpaid and accrued
interest, if any, on, all Notes to be redeemed or purchased, on and after the redemption or purchase date, interest, if any, shall
cease to accrue on the Notes or the portions of Notes called for redemption or tendered and not withdrawn in a Collateral Disposition
Offer, Net Proceeds Offer or Change of Control Offer (regardless of whether certificates for such securities are actually surrendered).
If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then
any accrued and unpaid interest, if any, 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 shall not be so paid upon surrender for redemption because of the failure
of the Issuers to comply with the preceding paragraph, interest, if any, shall be paid on the unpaid principal from the redemption
or purchase date until such principal is paid, and to the extent lawful on any interest, if any, not paid on such unpaid principal,
in each case, at the rate provided in the Notes and in Section 4.1.


 


Section 3.6.         Notes
Redeemed in Part. Upon surrender and cancellation of a Note that is redeemed in part, the Issuers shall issue and, upon receipt
of an Authentication Order from the Issuers, the Trustee shall authenticate for the Holder at the expense of the Issuers a new
Note equal in principal amount to the unredeemed portion of the Note surrendered and canceled; provided that each such
new Note will be in a minimum denomination of $2,000 or integral multiples of $1,000 in excess thereof.


 


Section 3.7.         Optional
Redemption.


 


(a)            The
Notes may be redeemed, in whole or in part, at any time or from time to time prior to July 1, 2022, at the option of the Issuers,
upon notice as provided in Section 3.3, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed
plus the Applicable Premium, and 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 that
is on or prior to the redemption date). The Issuers will calculate the Treasury Rate and Applicable Premium and, prior to the redemption
date, provide an Officer’s Certificate to the Trustee setting forth the Treasury Rate and the Applicable Premium and showing
the calculation of each in reasonable detail. The Trustee shall be permitted to conclusively rely on such Officer’s Certificate
and shall have no duty to confirm or verify such calculations.


 


(b)            At
any time or from time to time on or after July 1, 2022, the Issuers, at their option, may redeem the Notes, in whole or in
part, upon notice as provided in Section 3.3, at the redemption prices (expressed as percentages of principal amount of the
Notes to be redeemed) set forth below, together with accrued and unpaid interest thereon, 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 that is on or prior to the redemption date), if redeemed during the 12-month period beginning on July 1
of the years indicated below:


 


	Year	 	Redemption Price:	 
	2022	 	 	107.125	%
	2023	 	 	103.563	%
	2024 and thereafter	 	 	100.000	%



 



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(c)            At
any time or from time to time prior to July 1, 2022, the Issuers, at their option, may, on any one or more occasions, redeem
up to 40.0% of the principal amount of the outstanding Notes issued under this Indenture (including any Additional Notes issued
after the Issue Date), upon notice as provided in Section 3.3, in an amount not greater than the net cash proceeds of one
or more Qualified Equity Offerings at a redemption price equal to 109.500% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date (subject to the right of Holders of record
on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the redemption
date); provided that:


 


(1)            at
least 60.0% of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date (including any
Additional Notes but excluding Notes held by Holdings and its Subsidiaries) remains outstanding immediately after giving effect
to any such redemption; and


 


(2)            the
redemption occurs not more than 180 days after the date of the closing of any such Qualified Equity Offering.


 


Section 3.8.         Optional
Redemption for Changes in Withholding Taxes.


 


(a)            The
Issuers are entitled to redeem the Notes, at their option, at any time in whole but not in part, upon not less than 30 nor more
than 60 days’ notice to the Holders, at a redemption price equal to 100% of the outstanding principal amount thereof, plus
accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment date that is on or prior to the redemption date),
in the event any Payor has become or would become obligated to pay, on the next date on which any amount would be payable with
respect to the Notes, any Additional Amounts (but, in the case of a Guarantor, only if such amount could not be paid by the Issuers
or another Guarantor who can pay such amount without the obligation to pay Additional Amounts), in each case, as a result of:


 


(1)            a
change in, or an amendment to, the laws (including any regulations or rulings promulgated thereunder) or treaties of any Relevant
Taxing Jurisdiction; or


 


(2)            any
change in, amendment to, or introduction of any official published position regarding the application, administration or interpretation
of such laws or treaties (including any regulations or rulings promulgated thereunder and including the decision of any court,
governmental agency or tribunal),


 


which change, amendment or introduction
is publicly announced and becomes effective on or after the Issue Date, and the Payor cannot avoid such obligation by taking reasonable
measures available to it (including making payment through a Paying Agent located in another jurisdiction); provided that
such Payor will not be required to take any measures that would result in the imposition on it of any material legal or regulatory
burden or the incurrence by it of any material additional costs, or would otherwise result in any material adverse consequences.
The foregoing provisions will apply mutatis mutandis to the laws and official positions of any jurisdiction in which any
successor permitted under Section 5.1 is incorporated, organized or otherwise resident for tax purposes, or engaged in business
for tax purposes, or in each case any political subdivision or taxing authority or agency thereof or therein.


 



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(b)            Prior
to the giving of any notice of redemption described in Section 3.8(a), the Issuers will deliver to the Trustee an Officer’s
Certificate to the effect that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available
to it. The Issuers will also deliver to the Trustee an Opinion of Counsel to the effect that the Payor would be obligated to pay
Additional Amounts as a result of a change, amendment, or introduction described above. Absent manifest error, the Trustee will
accept such Opinion of Counsel as sufficient evidence of the Payor’s obligation to pay such Additional Amounts, and it will
be conclusive and binding on the Holders.


 


Section 3.9.         Mandatory
Redemption.


 


The Issuers are not required to make mandatory
redemption or sinking fund payments with respect to the Notes.


 


ARTICLE IV

COVENANTS


 


Section 4.1.         Payment
of Notes.


 


The Issuers 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 for all purposes hereunder on the date the Trustee or
the Paying Agent (if other than Holdings, the Issuers or a Subsidiary thereof) holds, as of 11:00 a.m. (New York City time)
on the relevant payment date, U.S. dollars deposited by the Issuers in immediately available funds and designated for and sufficient
to pay all such principal, premium, if any, and interest then due. The Issuers 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; they 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 4.2.         Maintenance
of Office or Agency.


 


(a)            The
Issuers will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar)
where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers
in respect of the Notes and this Indenture may be served. The Issuers will 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 Issuers fail to maintain any such required office
or agency or fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee; provided, however, no service of legal process may be made
at any office of the Trustee.


 


(b)            The
Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission will in any manner relieve the Issuers of its obligation to maintain an office or agency for such purposes.
The Issuers will 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.


 






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(c)            The
Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with
Section 2.3 hereof.


 


Section 4.3.         Provision
of Financial Information.


 


(a)            Whether
or not required by the SEC, so long as any Notes are outstanding, Holdings will furnish to the Trustee and to the Holders, within
the time periods specified in the SEC’s rules and regulations including any extension periods available under such rules and
regulations and excluding any requirement and time periods applicable to “accelerated filers” (as defined in Rule 12b-2
under the Exchange Act) under such rules and regulations, and make available to securities analysts and potential investors
upon request:


 


(1)            all
quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K
if Holdings were required to file such Forms, including a “Narrative Analysis of Results of Operations” or “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” as applicable, and, with respect to the annual
information only, a report on the annual financial statements by Holdings’ certified independent accountants; and


 


(2)            all
current reports that would be required to be filed with the SEC on Form 8-K if Holdings were required to file such reports;


 


provided, however, that (i) in no event shall
such reports be required to comply with Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC
(except that summary financial information with respect to Non-Guarantor Subsidiaries of the type and scope included in the Offering
Memorandum will be required), (ii) in no event shall such reports be required to comply with Regulation G promulgated by the
SEC or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein,
(iii) no such reports referenced under clause (2) above (other than reports referenced in clause (v) below) shall
be required to be furnished if Holdings determines in its good faith judgment that such event is not material to the Holders or
the business, assets, operations or financial position of Holdings and its Restricted Subsidiaries, taken as a whole, (iv) in
no event shall such reports be required to include any information that is not otherwise similar to information currently included
in the Offering Memorandum, other than with respect to reports provided under clause (2) above and (v) in no event shall
reports referenced in clause (2) above be required to include as an exhibits copies of any agreements, financial statements
or other items that would be required to be filed as exhibits to a current report on Form 8-K except for (x) agreements
evidencing material Indebtedness and (y) historical and pro forma financial statements to the extent reasonably available
and, in any case with respect to pro forma financial statements, to include only pro forma total assets, total debt, senior secured
debt, revenues, operating income and capital expenditures in lieu thereof.


 


(b)            If
Holdings has designated as an Unrestricted Subsidiary any of its Subsidiaries that would, individually or in the aggregate, constitute
a Significant Subsidiary, then the quarterly and annual financial information required by the Section 4.3(a) will include
a reasonably detailed presentation, either on the face of the financial statements or in the footnotes or schedules thereto, or
in Narrative Analysis of Results of Operations or Management’s Discussion and Analysis of Financial Condition and Results
of Operations, as applicable, of the financial condition and results of operations of Holdings and the Restricted Subsidiaries
separate from the financial condition and results of operations of any such Unrestricted Subsidiaries of Holdings.


 






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(c)            So
long as any Notes are outstanding, the Issuers will also:


 


		(1)	not later than five Business Days after filing or furnishing a copy of each of the reports referred to in Section 4.3(a)(1) with
the SEC or the Trustee, hold a conference call to discuss the results of operations for the relevant reporting period, with the
opportunity to ask questions of management (the Issuers may satisfy the requirements of this Section 4.3(c)(1) by holding
the required conference call within the time period required by this Section 4.3(c)(1) as part of any earnings call of
the Issuers); and



 


		(2)	issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the date of
the conference call required to be held in accordance with Section 4.3(c)(1), announcing the time and date of such conference
call and either including all information necessary to access the call or directing Holders, prospective investors, broker-dealers
and securities analysts to contact the appropriate person at the Issuers to contact the appropriate person at the Issuers to obtain
such information.



 


(d)            The
Issuers will be (i) deemed to have furnished such reports to the Holders if they maintain a customary website (such as Intralinks)
on which the reports required by this Section 4.3 are posted along with details regarding the times and dates of conference
calls required above and information on how to access such conference calls (provided that the Holders are given prior written
notice of such practice before the first posting thereof) or (ii) deemed to have furnished such reports to the Trustee and
the Holders if they file such reports electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and
Retrieval System (or any successor system) (“EDGAR”) (and, in the case of the Trustee, notice will have been
provided to the Trustee of such filing).


 


(e)            For
so long as any Notes remain outstanding and are not freely transferable, Holdings will furnish to the Holders and to securities
analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.


 


(f)            Any
Default or Event of Default arising from a failure to furnish on a timely basis any financial information required by this Section 4.3
will be deemed cured (and Holdings will be deemed to be in compliance with this Section 4.3) upon furnishing such financial
information (but without regard for the date on which such information is furnished; provided that such cure occurs prior
to an acceleration of the Notes, with any such acceleration not annulled, rescinded or waived by such cure).


 


(g)            Delivery
of such reports and information described in this Section 4.3 to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive or actual notice of any information contained therein or determinable from the
information contained therein, including Holdings’, the Issuers’ or the Subsidiary Guarantors’ compliance with
any covenants under this Indenture (as to which the Trustee is entitled to rely on an Officer’s Certificate). The Trustee
shall not be obliged to monitor or confirm, on a continuing basis or otherwise, the Issuers’ compliance with their covenants
hereunder or with respect to any reports or other documents filed with the SEC or EDGAR or any website under this Indenture, or
participate in any conference calls.


 


Section 4.4.         Compliance
Certificate. The Issuers shall deliver to the Trustee and the Notes Collateral Agent, within 120 days after the end of each
fiscal year beginning with the fiscal year ending December 31, 2020, an Officer’s Certificate stating that a review
of the activities of Holdings, the Issuers and their Subsidiaries during the preceding fiscal year has been made under the supervision
of the signing Officer with a view to determining whether each has kept, observed, performed and fulfilled their respective obligations
under this Indenture (including compliance with the Guaranty and Security Principles), and further stating, as to such Officer
signing such certificate, that, to his or her knowledge, each entity has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events
of Default of which he or she may have knowledge and what action the Issuers are taking or proposes to take with respect thereto)
and that, to his or her knowledge, no event has occurred and remains in existence by reason of which payments on account of the
principal of, premium, if any, or interest, if any, on the Notes is prohibited or if such event has occurred, a description of
the event and what action the Issuers are taking or proposes to take with respect thereto.


 



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The Issuers shall,
so long as any of the Notes are outstanding, deliver to the Trustee and the Notes Collateral Agent, within 30 days after any Officer
of the Issuers becomes aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event
of Default and what action the Issuers are taking or propose to take with respect thereto.


 


Section 4.5.         Taxes.
Holdings and the Issuers shall pay, and shall cause each of their respective Subsidiaries to pay, prior to delinquency all material
taxes, assessments and governmental levies, except such as are contested in good faith and by appropriate proceedings or where
the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.


 


Section 4.6.         Stay,
Extension and Usury Laws. Each of the Issuers and each of the Guarantors covenants (to the extent that it may lawfully do
so) that it will 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 each of the Issuers and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though
no such law has been enacted.


 


Section 4.7.         Limitation
on Restricted Payments.


 


(a)            Holdings
shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment if at the time
of such Restricted Payment:


 


(1)            a
Default shall have occurred and be continuing or shall occur as a consequence thereof;


 


(2)            Holdings
is not able to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or


 


(3)            the
amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after the Issue Date
(other than Restricted Payments made pursuant to Section 4.7(b)(2) through Section 4.7(b)(12)), exceeds the sum
(the “Restricted Payments Basket”) of (without duplication):


 


(A)            50.0%
of Consolidated Net Income of Holdings and its Restricted Subsidiaries for the period (taken as one accounting period) commencing
on April 1, 2020 to, and including, the last day of the fiscal quarter ended immediately prior to the date of such calculation
for which internal consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus
100.0% of such deficit), plus


 


(B)            100.0%
of (1) (i) the aggregate net cash proceeds and (ii) the Fair Market Value of (x) marketable securities (other
than marketable securities of Holdings or a Subsidiary of Holdings), (y) Equity Interests of a Person (other than Holdings
or a Subsidiary of Holdings) engaged in a Permitted Business and (z) other assets used in any Permitted Business, received
by Holdings or its Restricted Subsidiaries after the Issue Date, in each case as a contribution to Holdings’ common equity
capital or from the issue or sale of Qualified Equity Interests of Holdings or from the issue or sale of convertible or exchangeable
Disqualified Equity Interests of Holdings or convertible or exchangeable debt securities of Holdings that have in each case been
converted into or exchanged for such Qualified Equity Interests (other than (x) Equity Interests or debt securities sold to
a Subsidiary of Holdings or (y) net cash proceeds received by Holdings from Qualified Equity Offerings to the extent applied
to redeem the Notes in accordance with Section 3.7(c)), and (2) the aggregate net cash proceeds, if any, received by
Holdings or any of its Restricted Subsidiaries upon any conversion or exchange described in clause (1) above, plus


 



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(C)            with
respect to any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary after the Issue Date, the Fair Market
Value of the aggregate Restricted Investments made by Holdings and its Restricted Subsidiaries in such Unrestricted Subsidiary
prior to the time of such redesignation, plus


 


(D)            to
the extent not already included in Consolidated Net Income for such period, an amount equal to the sum, without duplication, of
(1) if any Restricted Investment that was made by Holdings or any Restricted Subsidiary after the Issue Date is sold for cash
or otherwise liquidated or repaid for cash, the cash return of capital with respect to such Restricted Investment resulting from
such sale, liquidation or repayment (less any out-of-pocket costs incurred in connection with any such sale) plus (2) the
net reduction in such Restricted Investment resulting from (i) repayments of loans or advances, or other transfers of assets,
in each case to Holdings or any of its Restricted Subsidiaries, (ii) other repurchases, repayments or redemptions of such
Restricted Investments and (iii) the release of any Guarantee (except to the extent any amounts are paid under such Guarantee)
that constituted a Restricted Investment, plus


 


(E)            the
amount by which Indebtedness of Holdings or its Restricted Subsidiaries is reduced on Holdings’ balance sheet upon the conversion
or exchange (other than by a Subsidiary of Holdings) subsequent to the Issue Date of any such Indebtedness for Equity Interests
(other than Disqualified Equity Interests) of Holdings (less the amount of any cash, or the Fair Market Value of any other property
(other than such Equity Interests), distributed by Holdings upon such conversion or exchange and excluding the net cash proceeds
from the conversion or exchange financed, directly or indirectly, using funds borrowed from Holdings or any Subsidiary), together
with the net proceeds, if any, received by Holdings or any of its Restricted Subsidiaries upon such conversion or exchange, plus


 


(F)            100%
of any dividends or distributions received by Holdings or any of its Restricted Subsidiaries after the Issue Date from an Unrestricted
Subsidiary, to the extent such dividends or distributions were not otherwise included in Consolidated Net Income of Holdings for
such period.


 


(b)            Notwithstanding
the foregoing, Section 4.7(a) shall not prohibit:


 


(1)            the
payment of any dividend or redemption payment or the making of any distribution within 60 days after the date of declaration or
issuance of the notice of redemption thereof if, on the date of declaration or issuance of the notice of redemption, the dividend,
redemption or distribution payment, as the case may be, would have complied with the provisions of this Indenture;


 






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(2)            any
Restricted Payment made in exchange for, or out of the proceeds of, the substantially concurrent issuance and sale of Qualified
Equity Interests (an issuance or sale being deemed substantially concurrent if the Restricted Payment occurs within 90 days after
the issuance or sale);


 


(3)            the
purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of Holdings
or any Restricted Subsidiary in exchange for, or out of the proceeds of, the substantially concurrent incurrence of, Refinancing
Indebtedness permitted to be incurred under Section 4.9 and the other terms of this Indenture;


 


(4)            the
purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of Holdings
or any Restricted Subsidiary (a) at a purchase price not greater than 101.0% of the principal amount of such Subordinated
Indebtedness in the event of a Change of Control in accordance with provisions similar to Section 4.13 or (b) at a purchase
price not greater than 100.0% of the principal amount thereof in accordance with provisions similar to Section 4.10; provided
that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the
Issuers have made the Change of Control Offer, Collateral Disposition Offer or Net Proceeds Offer, as applicable, as provided in
such Section 4.13 or Section 4.10 with respect to the Notes and has completed the repurchase or redemption of all Notes
validly tendered for payment in connection with such Change of Control Offer, Collateral Disposition Offer or Net Proceeds Offer;


 


(5)            so
long as no Default or Event of Default has occurred and is continuing or would result therefrom, the redemption, repurchase or
other acquisition or retirement for value of Equity Interests of Holdings held by officers, directors or employees or former officers,
directors or employees (or their heirs, family members, spouses, former spouses, transferees, estates or beneficiaries under their
estates), either (x) upon any such individual’s death, disability, retirement, severance or termination of employment
or service or (y) pursuant to any equity subscription agreement, stock option agreement, stockholders’ agreement or
similar agreement; provided, in any case, that the aggregate cash consideration paid for all such redemptions, repurchases
or other acquisitions or retirements shall not exceed (A) $5.0 million during any calendar year (with unused amounts in any
calendar year being carried forward to subsequent calendar years (but no more than $10.0 million in any one calendar year)), plus
(B) the amount of any net cash proceeds received by or contributed to Holdings from the issuance and sale after the Issue
Date of Qualified Equity Interests to its officers, directors or employees that have not been applied to the payment of Restricted
Payments pursuant to this Section 4.7(b)(5), plus (C) the net cash proceeds of any “key-man” life insurance
policies that have not been applied to the payment of Restricted Payments pursuant to this Section 4.7(b)(5); and provided,
further that cancellation of Indebtedness owing to Holdings or any Restricted Subsidiary from employees of Holdings or any
Restricted Subsidiary in connection with a repurchase of Equity Interests of Holdings will not be deemed to constitute a Restricted
Payment for purposes of this Section 4.7 or any other provision of this Indenture;


 


(6)            (A) repurchases,
redemptions or other acquisitions or retirements for value of Equity Interests of Holdings deemed to occur upon the exercise of
stock options, warrants, rights to acquire Equity Interests of Holdings or other convertible securities (or other similar arrangements
to acquire Equity Interests) to the extent such Equity Interests of Holdings represent a portion of the exercise or exchange price
thereof and (B) any repurchase, redemptions or other acquisitions or retirements for value of Equity Interests of Holdings
made in lieu of withholding taxes in connection with any exercise, vesting or exchange of stock options, restricted stock, restricted
stock units, performance stock units, warrants or similar rights or other equity compensation;


 






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(7)            so
long as no Default or Event of Default has occurred and is continuing or would result therefrom, dividends or distributions on
Disqualified Equity Interests of Holdings or any Restricted Subsidiary or on any Preferred Stock of any Restricted Subsidiary,
in each case, which Preferred Stock or Disqualified Equity Interests were issued in compliance with Section 4.9 to the extent
such dividends or distributions are included in the definition of Consolidated Interest Expense;


 


(8)            payments
of cash, dividends, distributions, advances or other Restricted Payments by Holdings or its Restricted Subsidiaries to allow (A) the
payment of cash in lieu of fractional Equity Interests of Holdings or (B) the repurchase, redemption or other acquisition
or retirement for value by Holdings of fractional Equity Interests arising out of dividends, splits or combinations, business combinations
or other transactions permitted by this Indenture;


 


(9)            payments
or distributions to dissenting stockholders pursuant to applicable law in connection with a merger, consolidation, amalgamation,
reorganization or transfer of assets that complies with Section 5.1;


 


(10)            cash
distributions by Holdings to the holders of Equity Interests of Holdings in accordance with a distribution reinvestment plan or
dividend reinvestment plan to the extent such payments are applied to the purchase of Equity Interests directly from Holdings;


 


(11)            so
long as no Default or Event of Default has occurred and is continuing or would result therefrom, payment of other Restricted Payments
from time to time in an aggregate amount since the Issue Date not to exceed the greater of (i) $25.0 million and (ii) 1.0%
of Consolidated Total Assets;


 


(12)            Restricted
Payments to Holdings or any Restricted Subsidiary (or, in the case of non-Wholly-Owned Subsidiaries, to Holdings and to each other
owner of Equity Interests of such Restricted Subsidiary) on a pro rata basis (or more favorable basis from the perspective of Holdings
or such Restricted Subsidiary) based on their relative ownership interests so long as any repurchase of its Equity Interests from
a Person that is not Holdings or a Restricted Subsidiary is permitted under Section 4.8;


 


(13)            Restricted
Payments in connection with the issuance of Equity Interests to management or employees pursuant to and in accordance with compensation
agreements with such management or employees of Holdings and its Subsidiaries in such reasonably estimated amounts as are necessary
to satisfy the tax obligations of such management or employees (including estimated tax payments) as a result of the issuance of
such Equity Interests;


 


(14)            any
Restricted Payment if (A) no Default or Event of Default shall have occurred and be continuing immediately prior to making
such Restricted Payment or would result therefrom and (B) the Total Net Leverage Ratio, on a pro forma basis, is less than
or equal to 2.20 to 1.00; and


 


(15)            any
Restricted Payments (x) in the form of cash distributions with respect to any taxable period in which Holdings or any of its
Restricted Subsidiaries is treated as a disregarded entity, partnership or S corporation for U.S. federal income tax purposes or
is a member of a consolidated, combined, unitary or similar tax group with any equityholders, to enable any equityholders to pay
any taxes attributable solely to the income, operations and/or ownership of Holdings and/or its Restricted Subsidiaries or its
Unrestricted Subsidiaries to the extent of any cash distribution from such Unrestricted Subsidiaries made to Holdings or any of
its Restricted Subsidiaries, as applicable, or (y) to permit any direct or indirect parent to pay franchise taxes and other
similar taxes and expenses, in each case, in connection with the maintenance of its legal existence;


 






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provided that no issuance and sale
of Qualified Equity Interests used to make a payment pursuant to Section 4.7(b)(2) or Section 4.7(b)(5)(B) above
shall increase the Restricted Payments Basket to the extent of such payment.


 


(c)            For
purposes of determining compliance with any U.S. dollar-denominated restriction on Restricted Payments denominated in a foreign
currency, the U.S. dollar-equivalent amount of such Restricted Payment shall be calculated based on the relevant currency exchange
rate in effect on the date that such Restricted Payment was made. The amount of any Restricted Payment (other than cash) will be
the Fair Market Value on the date of the Restricted Payment (or, in the case of a dividend, on the date of declaration) of the
assets or securities proposed to be transferred or issued by Holdings or such Restricted Subsidiary, as the case may be, pursuant
to the Restricted Payment.


 


Section 4.8.            Limitation
on Dividend and Other Restrictions Affecting Restricted Subsidiaries.


 


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


 


(a)            pay
dividends or make any other distributions on or in respect of its Equity Interests to Holdings or any of its Restricted Subsidiaries,
or with respect to any other interest or participation in, or measured by, its profits (it being understood that the priority of
any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid
on Common Stock shall not be deemed a restriction on the ability to make distributions on Equity Interests);


 


(b)            make
loans or advances, or pay any Indebtedness or other obligation owed, to Holdings or any other Restricted Subsidiary (it being understood
that the subordination of loans or advances made to Holdings or any Restricted Subsidiary to other Indebtedness or obligations
incurred by Holdings or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances);
or


 


(c)            transfer
any of its property or assets to Holdings or any other Restricted Subsidiary (it being understood that such transfers shall not
include any type of transfer described in clause (a) or (b) above);


 


except for, in each case:


 


(1)            encumbrances
or restrictions existing under agreements existing on the Issue Date (including, without limitation, the Term Loan Credit Facility
and the ABL Credit Facility) as in effect on that date;


 


(2)            encumbrances
or restrictions existing under this Indenture, the Notes (including any Additional Notes), the Guarantees, the Intercreditor Agreements
and the Security Documents;


 


(3)            any
instrument governing Acquired Indebtedness or Equity Interests of a Person acquired by or merged with or into Holdings or any of
its Restricted Subsidiaries, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person or the properties or assets of the Person so acquired or any Restricted Subsidiary having no assets
other than the Person or the properties or assets of the Person so acquired (including the Equity Interests of such Person) and
other de minimis assets;


 






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(4)            any
agreement or other instrument of a Person acquired by or merged with or into Holdings or any of its Restricted Subsidiaries in
existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable
to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets
of the Person and its Subsidiaries, so acquired (including after-acquired property) or any Restricted Subsidiary having no assets
other than the Person or the properties or assets of the Person so acquired (including the capital stock of such Person) and other
de minimis assets;


 


(5)            customary
restrictions and conditions contained in any agreement relating to the sale, transfer or other disposition of any asset permitted
under Section 4.10 pending the consummation of such sale, transfer or other disposition;


 


(6)            any
amendment, restatement, modification, renewal, increase, supplement, refunding, replacement or refinancing of an agreement referred
to in this Section 4.8; provided, however, that such amendments, restatements, modifications, renewals, increases,
supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings, not materially more restrictive,
taken as a whole, than the encumbrances and restrictions contained in the agreement prior to such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing;


 


(7)            encumbrances
or restrictions existing under or by reason of applicable law, regulation, order, approval, license, permit or similar restriction
or agreement with governmental authorities with respect to assets located in their jurisdiction;


 


(8)            non-assignment
or non-subletting provisions of any contract, license or any lease entered into in the ordinary course of business and customary
provisions contained in agreements related to the license of intellectual property;


 


(9)            Liens
permitted to be incurred under Section 4.12;


 


(10)          restrictions
imposed under any agreement to sell or dispose of Equity Interests or assets, as permitted under this Indenture, to any Person
pending the closing of such sale;


 


(11)          customary
restrictions on leases, subleases, licenses or Equity Interests or asset sale agreements otherwise permitted hereby as long as
such restrictions relate to the Equity Interests and assets subject thereto;


 


(12)          any
other agreement governing Indebtedness or other obligation entered into after the Issue Date that either (A) contains encumbrances
and restrictions that in the good faith judgment of Holdings are not materially more restrictive, taken as a whole, with respect
to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements
in effect on the Issue Date or those contained in this Indenture, the Notes and the Guarantees or (B) contains encumbrances
or restrictions that are customary and do not prohibit (except upon a default or an event of default thereunder) the payment of
dividends in an amount sufficient, as determined by Holdings in good faith, to make scheduled payments of cash interest and principal
on the Notes when due;


 


(13)          customary
provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements,
shareholder agreements and other similar agreements entered into in the ordinary course of business that restrict the disposition
or distribution of ownership interests in or assets of such partnership, limited liability company, joint venture, corporation
or similar Person;


 






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(14)          Purchase
Money Indebtedness, security agreements or mortgage financings for property acquired in the ordinary course of business and any
Refinancing Indebtedness in respect thereof incurred in compliance with Section 4.9 that imposes restrictions of the nature
described in clause (17) below on the assets acquired;


 


(15)          restrictions
on cash, Cash Equivalents or other deposits or net worth imposed by customers, suppliers, lessors or landlords under contracts
or leases entered into in the ordinary course of business;


 


(16)          any
encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted
Subsidiary is a party to entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided
that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and
any such encumbrance or restriction shall not extend to any assets or property of Holdings or any other Restricted Subsidiary other
than the assets and property so acquired;


 


(17)          any
restriction on a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity
Interests or assets of a Restricted Subsidiary pending the closing of such sale or disposition;


 


(18)          any
encumbrance or restriction contained in the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was
incurred if either (A) the encumbrance or restriction applies only in the event of a Payment Default or a default with respect
to a financial covenant in such Indebtedness or agreement or (B) Holdings determines that any such encumbrance or restriction
will not materially affect the Issuers’ ability to make principal or interest payments on the Notes, as determined in good
faith by the Board of Directors or management of Holdings, whose determination shall be conclusive; and


 


(19)          supermajority
voting requirements existing under corporate charters, by-laws, stockholders agreements and similar documents and agreements.


 


Section 4.9.            Limitation
on Additional Indebtedness.


 


(a)            Holdings
shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness (including Acquired
Indebtedness); provided that Holdings, the Issuers or any Subsidiary Guarantor may incur additional Indebtedness (including
Acquired Indebtedness), in each case, if, after giving effect thereto on a pro forma basis (including giving pro forma effect to
the application of the proceeds thereof), Holdings’ Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the
 “Coverage Ratio Exception”).


 


(b)            Notwithstanding
the above, each of the following incurrences of Indebtedness shall be permitted (the “Permitted Indebtedness”):


 


(1)            Indebtedness
of Holdings, the Issuers or any Subsidiary Guarantor under one or more Debt Facilities in an aggregate principal amount (or accreted
value, as applicable) at any time outstanding, including 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) and any guarantees thereunder not to exceed the sum of (a) $375.0 million and (b) the greater of (i) $400.0
million and (ii) the Borrowing Base determined as of the time of incurrence;


 






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(2)            Indebtedness
represented by:


 


(A)            the
Initial Notes and related Guarantees (excluding any Additional Notes and related Guarantees);


 


(B)            additional
Pari Passu Notes Lien Indebtedness or Junior Lien Indebtedness in an aggregate principal amount (including any other then-outstanding
Pari Passu Notes Lien Indebtedness (other than the Notes and the Term Loan Obligations)) not to exceed an amount such that, after
giving effect to such incurrence and the use of proceeds thereof, the Pari Passu Lien Net Leverage Ratio would not exceed 1.50
to 1.00; and


 


(C)            Junior
Lien Indebtedness in an aggregate principal amount (including any other then-outstanding Junior Lien Indebtedness) not to exceed
an amount such that, after giving effect to such incurrence and the use of proceeds thereof, the Total Net Leverage Ratio would
not exceed 3.20 to 1.00;


 


(3)            existing
Indebtedness of Holdings and its Restricted Subsidiaries (other than Indebtedness referred to in Section 4.9(b)(1) and
Section 4.9(b)(2)(A));


 


(4)            guarantees
by (a) the Issuers or any Guarantor of Indebtedness, which Indebtedness is permitted to be incurred by the Issuers or any
Guarantor in accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being
guaranteed is Subordinated Indebtedness, then the related guarantee shall be subordinated in right of payment to the Notes or the
Guarantees, as the case may be, and (b) Non-Guarantor Subsidiaries of Indebtedness incurred by Non-Guarantor Subsidiaries
in accordance with the provisions of this Indenture;


 


(5)            Indebtedness
under Hedging Obligations entered into for bona fide hedging purposes of Holdings or any Restricted Subsidiary in the ordinary
course of business and not for speculation purposes, including any obligations with respect to letters of credit issued in connection
therewith;


 


(6)            Indebtedness
of Holdings or the Issuers owed to and held by another Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed
to and held by Holdings or any other Restricted Subsidiary; provided, however, that


 


(A)            if
Holdings or the Issuers are the obligors on Indebtedness and a Non-Guarantor Subsidiary is the obligee, such Indebtedness is expressly
subordinated in right of payment to the prior payment in full in cash of all Obligations with respect to the Notes or is subordinated
in right of payment to the Holdings Guarantee, as the case may be;


 


(B)            if
a Guarantor is the obligor on such Indebtedness and a Non-Guarantor Subsidiary is the obligee, such Indebtedness is subordinated
in right of payment to the Guarantee of such Guarantor; and


 


(C)            (i)           any
subsequent issuance or transfer of Equity Interests or any other event which results in any such Indebtedness being held by a Person
other than Holdings or any other Restricted Subsidiary; and


 






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(ii)            any
sale or other transfer of any such Indebtedness to a Person other than Holdings or any other Restricted Subsidiary


 


shall be deemed, in each case of this Section 4.9(b)(6)(C),
to constitute an incurrence of such Indebtedness not permitted by this Section 4.9(b)(6);


 


(7)            Indebtedness
in respect of workers’ compensation claims, bank guarantees, warehouse receipt or similar facilities, property, casualty
or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations or completion, performance,
bid performance, appeal, deposit or surety bonds, in the ordinary course of business, including guarantees or obligations or reimbursement
obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit supporting
such workers’ compensation claims, obligations to direct and indirect tax authorities and agencies, warehouse or manufacturing
facility or receipt or similar facilities, property, casualty or liability insurance, take-or-pay obligations in supply arrangements,
self-insurance obligations or completion, performance, bid performance, appeal or surety bonds, or other similar obligations, including,
in the case of each of the above, those incurred to secure health, disability and other employee benefits (whether to current or
former employees) and safety and environmental obligations, in the ordinary course of business;


 


(8)            Purchase
Money Indebtedness incurred by Holdings or any Restricted Subsidiary in an aggregate principal amount, taken together with Refinancing
Indebtedness in respect thereof, not to exceed at any time outstanding the greater of (a) $40.0 million and (b) 2.0%
of Holdings’ Consolidated Total Assets determined at the time of incurrence; provided that such Indebtedness is incurred
within 270 days after the purchase, lease, construction, installation, repair or improvement of the property that is the subject
of such Indebtedness;


 


(9)            Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except
in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business;


 


(10)          Indebtedness
arising in connection with endorsement of instruments for deposit in the ordinary course of business;


 


(11)          Refinancing
Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or with respect to Indebtedness incurred
pursuant to Section 4.9(b)(2), Section 4.9(b)(3) or Section 4.9(b)(8) above, this Section 4.9(b)(11)
or Section 4.9(b)(13), Section 4.9(b)(15), Section 4.9(b)(16), Section 4.9(b)(17) or Section 4.9(b)(24)
below;


 


(12)          indemnification,
adjustment of purchase or acquisition price, earn-out or similar obligations, in each case, incurred or assumed in connection with
the acquisition or disposition of any business or assets of Holdings or any Restricted Subsidiary or Equity Interests of a Restricted
Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets
or Restricted Subsidiaries for the purpose of financing such acquisition;


 


(13)          additional
Indebtedness of Holdings or any Restricted Subsidiary in an aggregate principal amount which, when taken together with the principal
amount of all other Indebtedness incurred pursuant to this Section 4.9(b)(13) and then outstanding, will not exceed the greater
of (a) $100.0 million and (b) 4.0% of Holdings’ Consolidated Total Assets determined at the time of incurrence;


 






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(14)          Indebtedness
in respect of Specified Cash Management Agreements entered into in the ordinary course of business;


 


(15)          Indebtedness
of Persons incurred and outstanding on the date on which such Person (or its assets) was acquired by Holdings or any Restricted
Subsidiary, or merged or consolidated with or into Holdings or any Restricted Subsidiary, and Indebtedness incurred by Holdings
or any Restricted Subsidiary in order to finance and consummate one or more acquisitions, mergers, amalgamations or consolidations;
provided, however, that at the time such Person or assets is/are acquired by Holdings or a Restricted Subsidiary,
or merged or consolidated with Holdings or any Restricted Subsidiary, or at the time of such merger, amalgamation, acquisition
or consolidation, and after giving pro forma effect to the incurrence of such Indebtedness pursuant to this Section 4.9(b)(15)
and any other related Indebtedness and the use of proceeds thereof, either (i) Holdings or the Issuers would have been able
to incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception or (ii) the Consolidated Interest Coverage
Ratio of Holdings and its Restricted Subsidiaries would be greater than or equal to such Consolidated Interest Coverage Ratio immediately
prior to such acquisition, merger, amalgamation or consolidation;


 


(16)          Indebtedness
of Non-Guarantor Subsidiaries in an aggregate principal amount which, when taken together with Refinancing Indebtedness in respect
thereof, may not exceed the greater of (a) $25.0 million and (b) 1.0% of Consolidated Total Assets as of the date any
such Indebtedness is incurred; provided that the principal amount of any Indebtedness incurred pursuant to this Section 4.9(b)(16)
will decrease the amount of Indebtedness that may be incurred pursuant to Section 4.9(b)(17) by the same amount;


 


(17)          Indebtedness
of Venator Italy S.r.l., Venator Pigments S.r.l., Pacific Iron Products Sdn Bhd and Venator Asia Sdn. Bhd. in an aggregate principal
amount which, when taken together with Refinancing Indebtedness in respect thereof and any Indebtedness incurred pursuant to Section 4.9(b)(16),
may not exceed the greater of (a) $75.0 million and (b) 3.0% of Consolidated Total Assets as of the date any such Indebtedness
is incurred;


 


(18)          Indebtedness
to the extent the net proceeds thereof are deposited to defease or satisfy and discharge the Notes in their entirety;


 


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


 


(20)          Indebtedness
issued to future, current or former officers, directors, managers and employees, consultants and independent contractors of Holdings
or any Restricted Subsidiary or any direct or indirect parent thereof, their respective estates, heirs, family members, spouse
or former spouses, in each case to finance the purchase or redemption of Equity Interests of any direct or indirect parent permitted
by Section 4.7;


 


(21)          (a) unsecured
Indebtedness in respect of short-term obligations to pay the deferred purchase price of goods or services or progress payments
in connection with such goods and services so long as such obligations are incurred in the ordinary course of business and not
in connection with the borrowing of money and (b) customer deposits and advance payments received in the ordinary course of
business from customers for goods purchased in the ordinary course of business;


 






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(22)          Indebtedness
consisting of (a) the financing of insurance premiums or (b) take or pay obligations contained in supply arrangements,
in each case, in the ordinary course of business;


 


(23)          Indebtedness
supported by a letter of credit, in a principal amount not in excess of the stated amount of such letter of credit;


 


(24)          Indebtedness
incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures; provided that the aggregate outstanding
principal amount of such Indebtedness, taken together with Refinancing Indebtedness in respect thereof, may not exceed the greater
of (a) $25.0 million and (b) 1.0% of Consolidated Total Assets as of the date any such Indebtedness is incurred;


 


(25)          Indebtedness
incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to Holdings, the Issuers or any
Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings); and


 


(26)          the
incurrence by Holdings or any of its Restricted Subsidiaries of liability in respect of Indebtedness of any Unrestricted Subsidiary
of Holdings or any joint venture but only to the extent that such liability is the result of the pledge of (or a Guarantee limited
in recourse solely to) Equity Interests in such Unrestricted Subsidiary or joint venture held by Holdings or such Restricted Subsidiary
to secure such Indebtedness and solely to the extent such Indebtedness constitutes Non-Recourse Debt.


 


(c)            For
purposes of determining compliance with this Section 4.9, in the event that an item of Indebtedness meets the criteria of
more than one of the categories of Permitted Indebtedness described in Section 4.9(b)(1) through Section 4.9(b)(26)
or is entitled to be incurred pursuant to the Coverage Ratio Exception, Holdings shall, in its sole discretion, classify such item
of Indebtedness and may divide and/or classify such Indebtedness in more than one of the types of Indebtedness described (including
in part in one category and in part in another category, including the Coverage Ratio Exception) and may later divide and/or reclassify
any item of Indebtedness described in Section 4.9(b)(1) through Section 4.9(b)(26) or incurred pursuant to the Coverage
Ratio Exception (provided that at the time of reclassification it meets the criteria in such category or categories; provided,
further that any Indebtedness incurred under the Term Loan Credit Facility and the ABL Credit Facility as of the Issue Date
shall be deemed to have been incurred under Section 4.9(b)(1) and may not be reclassified). In addition, for purposes
of determining any particular amount of Indebtedness under this Section 4.9, (i) guarantees, Liens or letter of credit
obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so
long as incurred by a Person that could have incurred such Indebtedness; and (ii) the amount of Indebtedness issued at a price
that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance
with GAAP.


 


(d)           The
accrual of interest or Preferred Stock or Disqualified Equity Interests dividends or distributions, the accretion or amortization
of accreted value or original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness
with the same terms, the payment of dividends or distributions on Preferred Stock or Disqualified Equity Interests in the form
of additional shares and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange
rate of currencies will not be deemed to be an incurrence of Indebtedness under this Section 4.9; provided, in each
such case, that the amount thereof is included in Consolidated Interest Expense of Holdings as accrued to the extent required by
the definition thereof.


 






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(e)            For
the purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness denominated
in a foreign currency, the U.S. dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated
based on the relevant currency exchange rate in effect on the earlier of the date that such Indebtedness was incurred, in the case
of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness
is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable
U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of
such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount
of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, together with the
amount of accrued and unpaid interest and any premium payable to the holders of such refinanced Indebtedness. Notwithstanding any
other provision of this Section 4.9, the maximum amount of Indebtedness that Holdings or any Restricted Subsidiary may incur
under this Section 4.9 will not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies.
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
Indebtedness is denominated that is in effect on the date of such refinancing.


 


(f)            If
at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to
be incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be incurred as of such date
under this Section 4.9, Holdings shall be in Default of this Section 4.9).


 


(g)            Holdings
will not, and will not permit the Issuers or any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness (including
Acquired Indebtedness) that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated
or junior in right of payment to any other Indebtedness of Holdings, the Issuers or such Subsidiary Guarantor, as the case may
be, unless such Indebtedness (including Acquired Indebtedness) is expressly subordinated in right of payment to the Notes or such
Subsidiary Guarantor’s Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated
to such other Indebtedness of Holdings, the Issuers or such Subsidiary Guarantor, as the case may be. For purposes of the foregoing,
no Indebtedness will be deemed to be contractually subordinate or junior in right of payment to any other Indebtedness solely by
virtue of (1) being unsecured or (2) its having a junior priority with respect to the same collateral.


 


Section 4.10.          Limitation
on Asset Sales.


 


(a)


 


(1)            Holdings
shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Sale of Collateral unless:


 


(A)            Holdings
or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by way of any other
Person assuming sole responsibility for, any liabilities, contingent or otherwise) at least equal to the Fair Market Value (such
Fair Market Value to be determined as of the date of contractually agreeing to such Asset Sale) of the Collateral subject to such
Asset Sale;


 


(B)            at
least 75.0% of the consideration from such Asset Sale received by Holdings or such Restricted Subsidiary, as the case may be, is
in the form of (1) cash, (2) Cash Equivalents, (3) Replacement Assets of a type which would constitute (x) Pari
Passu Priority Collateral in the case of an Asset Sale of Pari Passu Priority Collateral or (y) ABL Priority Collateral in
the case of an Asset Sale of ABL Priority Collateral (which in both cases are thereupon with their acquisition added to the Collateral
securing the Notes) or (4) any combination of the foregoing; and


 






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(C)            to
the extent that any consideration from such Asset Sales received by Holdings or such Restricted Subsidiary, as the case may be,
constitutes securities or other assets that are of a type or class that constitute Collateral, such securities or other assets,
including the assets of any Person that becomes a Guarantor as a result of such transaction, are concurrently with their acquisition
added to the Collateral securing the Notes (as Pari Passu Priority Collateral or ABL Priority Collateral, as applicable) in the
manner provided for in this Indenture or any of the Security Documents.


 


In the case
of any Asset Sale of Collateral pursuant to a condemnation, seizure, appropriation or similar taking, including by deed in lieu
of condemnation, or any actual or constructive total loss or an agreed or compromised total loss, such Asset Sale shall not be
required to satisfy the requirements of Section 4.10(a)(1)(A) or Section 4.10(a)(1)(B).


 


(2)            If
at any time any non-cash consideration received by Holdings or any Restricted Subsidiary, as the case may be, in connection with
any Asset Sale of Collateral is repaid or converted into or sold or otherwise disposed of for cash (other than interest received
with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to
constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this
Section 4.10.


 


(3)            Subject
to the terms of the Intercreditor Agreements, within 365 days of the date of such Asset Sale of Collateral, the Issuers or any
Guarantor, as the case may be, may (A) use any Net Available Proceeds received from Asset Sales of ABL Priority Collateral
to repay, redeem, retire, defease, replace, refinance or repurchase any ABL Obligations, (B) use any Net Available Proceeds
received from Asset Sales of Pari Passu Priority Collateral to repay, redeem, retire, defease, replace, refinance or repurchase
Pari Passu Secured Obligations; provided that if Holdings or a Restricted Subsidiary repays, redeems or repurchases any
Pari Passu Secured Obligations other than the Notes, Holdings or such Restricted Subsidiary must equally and ratably redeem or
repurchase (or offer to repurchase) the Notes, at the Issuers’ option, as provided for under Section 3.7, through open
market purchases (to the extent such purchases are at a purchase price at or above 100% of the principal amount thereof plus accrued
and unpaid interest, if any) or by making an offer to all Holders to purchase their Notes at 100% of the principal amount thereof,
plus accrued and unpaid interest, if any (and such offer shall be deemed for purposes of this covenant to be a use of proceeds
from an Asset Sale equal to the aggregate amount of Net Available Proceeds offered to the Holders, whether or not the offer is
accepted by any or all Holders) or (C) invest any Net Available Proceeds received from Asset Sales of Collateral in Replacement
Assets that would constitute (x) Pari Passu Priority Collateral in the case of an Asset Sale of Pari Passu Priority Collateral
and (y) ABL Priority Collateral or Pari Passu Priority Collateral in the case of an Asset Sale of ABL Priority Collateral,
which Replacement Assets are thereupon with their acquisition added to the Collateral securing the Notes.


 






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(4)            Any
Net Available Proceeds from Asset Sales of Collateral that are not applied or invested as provided in this Section 4.10(a) will
be deemed to constitute “Excess Collateral Proceeds.” When the aggregate amount of Excess Collateral Proceeds
exceeds $30.0 million, the Issuers will be required to make an offer (a “Collateral Disposition Offer”) to all
Holders to purchase the maximum principal amount of the Notes (on a pro rata basis, subject to adjustments to maintain the authorized
denomination of the Notes) and, if required by the terms of any other Pari Passu Notes Lien Indebtedness, to the holders of such
Pari Passu Notes Lien Indebtedness(on a pro rata basis), to which the Collateral Disposition Offer applies that may be purchased
out of the Excess Collateral Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes
and such other Pari Passu Notes Lien Indebtedness, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase,
in accordance with the procedures set forth in this Indenture in a minimum principal amount of $2,000 or an integral multiple of
$1,000 in excess thereof with respect to the Notes. To the extent that the aggregate amount of Notes so validly tendered and not
properly withdrawn pursuant to a Collateral Disposition Offer (together with, if required by the terms of any other Pari Passu
Notes Lien Indebtedness, the amount of Pari Passu Notes Lien Indebtedness tendered pursuant to any similar requirement), is less
than the Excess Collateral Proceeds, the Issuers may use any remaining Excess Collateral Proceeds for general corporate purposes,
subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes surrendered by Holders and,
if required by the holders of Pari Passu Notes Lien Indebtedness, holders of any Pari Passu Notes Lien Indebtedness exceeds the
amount of Excess Collateral Proceeds, the Notes and the Pari Passu Notes Lien Indebtedness to be purchased shall be selected by
the Issuers on a pro rata basis (subject to adjustments to maintain the authorized denomination of the Notes) on the basis of the
aggregate principal amount of tendered Notes and Pari Passu Notes Lien Indebtedness. Upon completion of such Collateral Disposition
Offer, the amount of Excess Collateral Proceeds shall be reset at zero. The Issuers may make a Collateral Disposition Offer if
Excess Collateral Proceeds are less than $30.0 million and prior to 365 days after an Asset Sale of Collateral. Notwithstanding
the foregoing, to the extent that any Net Available Proceeds or Excess Collateral Proceeds are required to be applied to prepay
Indebtedness under the ABL Credit Facility or other Pari Passu ABL Lien Indebtedness, the Issuers may make a prepayment with respect
to such Indebtedness out of such Net Available Proceeds or Excess Collateral Proceeds, at a price in cash in an amount equal to
100% of the principal amount of such Indebtedness, plus accrued and unpaid interest, if any, to, but excluding, the date of prepayment
(and correspondingly reduce commitments with respect to the ABL Credit Facility or other Pari Passu ABL Lien Indebtedness if such
repayment is made with the proceeds of Pari Passu Priority Collateral).


 


(5)            Pending
the final application of any such Net Available Proceeds in accordance with Section 4.10(a)(3) and Section 4.10(a)(4),
Holdings and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Proceeds in
any manner not prohibited by this Indenture.


 


(b)


 


(1)            Holdings
shall not, and shall not permit any Restricted Subsidiary to, make any Asset Sale (other than Asset Sales of Collateral, which
shall be treated in the manner set forth in Section 4.10(a)) unless:


 


(A)            Holdings
or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by way of any other
Person assuming sole responsibility for, any liabilities, contingent or otherwise) at least equal to the Fair Market Value (such
Fair Market Value to be determined as of the date of contractually agreeing to such Asset Sale) of the Equity Interest or assets
subject to such Asset Sale;


 


(B)            either
(x) at least 75.0% of the consideration from such Asset Sale received by Holdings or such Restricted Subsidiary, as the case
may be, is in the form of cash or Cash Equivalents or a combination thereof or (y) the Fair Market Value of the aggregate
of all non-cash consideration for all Asset Sales since the Issue Date would not exceed 5.0% of the Consolidated Total Assets of
Holdings after giving effect to such Asset Sale; provided that


 






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(i)            in
the case of any Asset Sale pursuant to a condemnation, seizure, appropriation or similar taking, including by deed in lieu of condemnation,
or any actual or constructive total loss or an agreed or compromised total loss, such Asset Sale shall not be required to satisfy
the requirements of Section 4.10(b)(1)(A) or this Section 4.10(b)(1)(B);


 


(ii)            if
at any time any non-cash consideration received by Holdings or any Restricted Subsidiary, as the case may be, in connection with
any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect
to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the
date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.10;
and


 


(iii)          for
purposes of this Section 4.10(b)(1)(B), each of the following will be deemed to be cash: (a) any liabilities, as shown
on Holdings’ most recent consolidated balance sheet, of Holdings or any Restricted Subsidiary to the extent secured by a
Lien permitted to have Pari Passu Lien Priority on any Collateral (other than contingent liabilities and liabilities that are by
their terms subordinated to the Notes or any Guarantee) that are contributed, exchange or delivered to Holdings or the Issuers
as consideration for or in connection with such Asset Sale, or that are assumed or otherwise forgiven by the transferee of any
such assets pursuant to a novation, indemnity or other agreement that releases Holdings or such Restricted Subsidiary from further
liability; (b) any securities, notes or other obligations received by Holdings or any Restricted Subsidiary from such transferee
that are, within 90 days of the Asset Sale, converted by Holdings or such Restricted Subsidiary into cash, to the extent of the
cash received in that conversion; or (c) any Capital Stock or assets of the kind referred to in Section 4.10(b)(1)(C)(ii);
and


 


(C)            within
365 days following such Asset Sale, an amount equal to 100% of the Net Available Proceeds from such Asset Sale is applied by Holdings
or such Restricted Subsidiary, as the case may be, as follows (it being understood that actions under Section 4.10(b)(1)(C)(ii),
Section 4.10(b)(1)(C)(iii) or Section 4.10(b)(1)(C)(iv) may occur prior to actions under Section 4.10(b)(1)(C)(i) during
such 365-day period):


 


(i)            to
the extent Holdings or such Restricted Subsidiary elects (or is required by the terms of any Indebtedness) to prepay, repay or
purchase Indebtedness (other than Disqualified Equity Interests or Subordinated Indebtedness) (in each case other than Indebtedness
owed to Holdings or an Affiliate of Holdings, unless such Affiliate only sells its pro rata portion of any Notes acquired by Holdings
in any open market purchases or pursuant to any offer to purchase Notes) within 365 days after the date of such Asset Sale;


 


(ii)            to
the extent Holdings or such Restricted Subsidiary elects to acquire all or substantially all of the properties and assets of a
Person in a Permitted Business, to acquire any capital stock of a Person in a Permitted Business if said Person becomes a Restricted
Subsidiary, to acquire other assets that are used or useful in a Permitted Business, to make an Investment in assets that will
be used or useful in a Permitted Business or to reinvest in assets of or usable in a Permitted Business (including equity securities
of a Permitted Business) (including by means of an investment in such assets by a Restricted Subsidiary with Net Available Proceeds
received by Holdings or another Restricted Subsidiary) within 365 days from the date of such Asset Sale;


 






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(iii)          to
the extent Holdings or such Restricted Subsidiary elects to make an investment in a capital expenditure used or useful in a Permitted
Business within 365 days after the date of such Asset Sale; and


 


(iv)          to
make an offer to purchase the Notes and any Pari Passu Indebtedness with similar asset sale provisions, pro rata at 100% of the
tendered principal amount thereof (or 100% of the accreted value of such other Pari Passu Indebtedness so tendered, if such Pari
Passu Indebtedness was offered at a discount) plus accrued and unpaid interest, if any, to, but excluding, the purchase date;


 


provided, however, that in
connection with any prepayment, repayment or purchase of Indebtedness pursuant to Section 4.10(b)(1)(C)(i) or Section 4.10(b)(1)(C)(iv),
Holdings or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be
permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased (other than Indebtedness under an
asset-based debt facility, so long as the asset sold in such Asset Sale constituted part of the borrowing base of such facility
prior to such Asset Sale); provided, further, that pending the final application of any such Net Available Proceeds
in accordance with this Section 4.10(b)(1)(C), Holdings and its Restricted Subsidiaries may temporarily reduce Indebtedness
or otherwise invest such Net Available Proceeds in any manner not prohibited by this Indenture.


 


(2)            In
the case of Section 4.10(a)(3) or under Section 4.10(b)(1)(C)(ii) or under Section 4.10(b)(1)(C)(iii),
if, during the 365-day period following the date of the Asset Sale, Holdings or such Restricted Subsidiary enters into a written
agreement committing it to apply such Net Available Proceeds in accordance with the requirements of Section 4.10(a)(3) or
Section 4.10(b)(1)(C)(ii) after such 365-day period, then such 365-day period will be extended with respect to the amount
of Net Available Proceeds so committed for a period not to exceed 180 days, until such Net Available Proceeds are required to be
applied in accordance with such agreement (or, if earlier, until termination of such agreement) or has been applied toward such
construction, as the case may be.


 


(c)            In
the event of an Asset Sale that requires the purchase of Notes or in which the Issuers elect to purchase Notes pursuant to Section 4.10(b)(1)(C)(iv) above,
the Issuers will be required to apply such Excess Proceeds to the repayment of the Notes and any other Pari Passu Indebtedness
outstanding with similar provisions requiring the Issuers to make an offer to purchase such Indebtedness with the proceeds from
any Asset Sale as follows:


 


(1)            the
Issuers will make an offer to purchase (a “Net Proceeds Offer”) within ten Business Days of such time from all
Holders in accordance with the procedures set forth in this Indenture in the maximum principal amount of Notes that may be purchased
out of an amount (the “Note Amount”) equal to the product of such Excess Proceeds multiplied by a fraction,
the numerator of which is the outstanding principal amount of the Notes and the denominator of which is the sum of the outstanding
principal amount of the Notes and such Pari Passu Indebtedness; and


 






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(2)            to
the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness,
the Issuers will make an offer to purchase or otherwise repurchase or redeem such Pari Passu Indebtedness (a “Pari Passu
Offer”) in an amount equal to the excess of the Excess Proceeds over the Note Amount at a purchase price of 100% of their
principal amount (or 100% of the accreted value of such Pari Passu Indebtedness, if such Pari Passu Indebtedness was offered at
a discount) plus accrued and unpaid interest, if any, to, but excluding, to the purchase date in accordance with the procedures
(including prorating in the event of oversubscription) set forth in this Indenture with respect to the Net Proceeds Offer and in
the documentation governing such Pari Passu Indebtedness with respect to the Pari Passu Offer. If the aggregate purchase price
of the Notes and Pari Passu Indebtedness tendered pursuant to the Net Proceeds Offer and Pari Passu Offer is less than the Excess
Proceeds, the remaining Excess Proceeds will be available to the Issuers for use in accordance with any corporate purpose to the
extent consistent with any other applicable provision of this Indenture. The Issuers shall only be required to make a Net Proceeds
Offer for Notes pursuant to this Section 4.10 if the Net Available Proceeds available therefor (after application of the proceeds
as provided in clauses Section 4.10(b)(1)(C)(i), Section 4.10(b)(1)(C)(ii) and Section 4.10(b)(1)(C)(iii))
(the “Excess Proceeds”) exceeds $30.0 million (and any lesser amounts shall be carried forward for purposes
of determining whether a Net Proceeds Offer is required with respect to the Net Available Proceeds from any subsequent Asset Sale).
Upon completion of any such Net Proceeds Offer, the amount of Excess Proceeds shall be reset at zero. The Issuers may make a Net
Proceeds Offer if Excess Proceeds are less than $30.0 million and prior to 365 days after an Asset Sale.


 


(d)           The
Collateral Disposition Offer or Net Proceeds Offer will remain open for a period of 20 Business Days following its commencement,
except to the extent that a longer period is required by applicable law (the “Net Proceeds Offer Period”). No
later than five Business Days after the termination of the Net Proceeds Offer Period (the “Net Proceeds Purchase Date”),
the Issuers will purchase the principal amount of Notes, Pari Passu Notes Lien Indebtedness and Pari Passu Indebtedness, as applicable,
required to be purchased pursuant to this Section 4.10 (the “Net Proceeds Offer Amount”) or, if less than
the Net Proceeds Offer Amount has been so validly tendered and not properly withdrawn, all Notes, Pari Passu Notes Lien Indebtedness
and Pari Passu Indebtedness, if applicable, validly tendered in response to the Collateral Disposition Offer or Net Proceeds Offer,
as applicable.


 


(e)            If
the Net Proceeds Purchase Date is on or after an interest record date and on or before the related interest payment date, then
with respect to Holders who have tendered their Notes for purchase pursuant to a Collateral Disposition Offer or Net Proceeds Offer,
any accrued and unpaid interest will be paid on such Net Proceeds Purchase Date to the Person in whose name a Note is registered
at the close of business on such record date, and no additional interest will be payable to Holders with respect to Notes tendered
pursuant to the Collateral Disposition Offer or Net Proceeds Offer.


 


(f)            On
or before the Net Proceeds Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis (subject
to adjustments to maintain the authorized denomination of the Notes) to the extent necessary, the Net Proceeds Offer Amount of
Notes, Pari Passu Notes Lien Indebtedness and Pari Passu Indebtedness, as applicable, or portions of Notes, Pari Passu Notes Lien
Indebtedness and Pari Passu Indebtedness, as applicable, so validly tendered and not properly withdrawn pursuant to the Collateral
Disposition Offer or Net Proceeds Offer, or if less than the Net Proceeds Offer Amount has been validly tendered and not properly
withdrawn, all Notes, Pari Passu Notes Lien Indebtedness and Pari Passu Indebtedness, as applicable, so validly tendered and not
properly withdrawn, in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof in the case of
the Notes. The Issuers or the applicable tender agent, as the case may be, will promptly (but in any case not later than five Business
Days after termination of the Net Proceeds Offer Period) mail or deliver to each tendering Holder of Notes or holder or lender
of Pari Passu Notes Lien Indebtedness or Pari Passu Indebtedness, as the case may be, an amount equal to the purchase price of
the Notes, Pari Passu Notes Lien Indebtedness or Pari Passu Indebtedness so validly tendered and not properly withdrawn by such
holder or lender, as the case may be, and accepted by the Issuers for purchase, and, in the case of Notes in non-global form, the
Issuers will promptly issue a new Note, and the Trustee, upon delivery of an authentication order from the Issuers, will authenticate
and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered;
provided that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess
thereof. Any Note not so accepted will be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will publicly
announce the results of the Collateral Disposition Offer or Net Proceeds Offer, as the case may be, on the Net Proceeds Purchase
Date.


 






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(g)            For
purposes of Section 4.10(a)(1)(B) and Section 4.10(b)(1)(B) and for no other purpose, the following shall be
deemed to be cash:


 


(1)            the
amount (without duplication) of any liabilities (as shown on Holdings’ or such Restricted Subsidiary’s most recent
balance sheet) (other than Subordinated Indebtedness or intercompany Indebtedness) of Holdings or such Restricted Subsidiary that
is expressly assumed by the transferee of any such assets pursuant to a written agreement that releases Holdings or such Restricted
Subsidiary from further liability therefor;


 


(2)            the
amount of any securities, notes or other obligations received from such transferee that are within 180 days after such Asset Sale
converted by Holdings or such Restricted Subsidiary into cash (to the extent of the cash actually so received);


 


(3)            any
assets or Equity Interests of the kind referred to in Section 4.10(b)(1)(C)(ii) and Section 4.10(b)(1)(C)(iii);


 


(4)            accounts
receivable of a business retained by Holdings or any Restricted Subsidiary, as the case may be, following the sale of such business;
provided that such accounts receivable (i) are not past due more than 60 days and (ii) do not have a payment date
greater than 90 days from the date of the invoices creating such accounts receivable; and


 


(5)            any
Designated Non-cash Consideration received by Holdings 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 Section 4.10(g)(5),
not to exceed an amount equal to the greater of (i) $100.0 million and (ii) 5.0% of Holdings’ Consolidated Total
Assets (determined at the time of receipt of such Designated Non-cash Consideration), with the Fair Market Value of each item of
Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.


 


(h)            Notwithstanding
the foregoing, the sale, conveyance or other disposition of all or substantially all of the assets of Holdings and its Restricted
Subsidiaries, taken as a whole, will be governed by Section 4.13 and/or Section 5.1 and not by this Section 4.10.


 


(i)             The
Issuers shall reasonably determine in their sole discretion in good faith whether, and to what extent, the Net Available Proceeds
of an Asset Sale is attributable to Pari Passu Priority Collateral or ABL Priority Collateral or is invested in Pari Passu Priority
Collateral or ABL Priority Collateral, taking into account all relevant factors. In the event that ABL Priority Collateral and
Pari Passu Priority Collateral (and/or other assets not constituting Collateral) is disposed of in a single transaction or series
of related transactions in which the aggregate sales price or purchase price is not allocated between the ABL Priority Collateral
and Pari Passu Priority Collateral (and/or other assets not constituting Collateral), including in connection with the sale of
a Guarantor which owns assets constituting both ABL Priority Collateral and Pari Passu Priority Collateral (and/or other assets
not constituting Collateral), then, solely for purposes of this Indenture, the portion of the aggregate sales price deemed to be
Net Available Proceeds from the ABL Priority Collateral, on the one hand, and Pari Passu Priority Collateral, on the other hand
(and/or proceeds of other assets not constituting Collateral), or the portion of the purchase price deemed to be invested in ABL
Priority Collateral or Pari Passu Priority Collateral, as the case may be (and/or other assets not constituting Collateral), shall
be reasonably allocated by the Issuers in their sole discretion in good faith, taking into account all relevant factors.


 






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(j)            The
Issuers shall comply with all applicable securities laws and regulations in the United States, including, without limitation, the
requirements of Rule 14e-1 under the Exchange Act and any other applicable laws and regulations in connection with the purchase
of Notes pursuant to a Collateral Disposition Offer or a Net Proceeds Offer. To the extent that the provisions of any applicable
securities laws or regulations conflict with this Section 4.10, the Issuers shall comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance.


 


Section 4.11.          Limitation
on Transactions with Affiliates.


 


(a)            Holdings
shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, in one transaction or a series of
related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter
into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of any Affiliate (an “Affiliate
Transaction”) involving aggregate payments or consideration to or from Holdings or a Restricted Subsidiary in excess
of $5.0 million, unless:


 


(1)            the
terms of such Affiliate Transaction or series of related Affiliate Transactions are not materially less favorable to Holdings or
such Restricted Subsidiary, as the case may be, than those that could reasonably be expected to have been obtained in a comparable
transaction at the time of such transaction in arm’s length dealings with a Person who is not such an Affiliate, or if in
the good faith judgment of Holdings’ Board of Directors, no comparable transaction is available with which to compare such
Affiliate Transaction or series of related Affiliate Transactions, or are otherwise fair to Holdings or such Restricted Subsidiary
from a financial point of view; and


 


(2)            the
Issuers deliver to the Trustee, (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate value in excess of $20.0 million, an Officer’s Certificate certifying that such Affiliate Transaction
or series of related Affiliate Transactions complies with Section 4.11(a)(1) and (b) with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate value in excess of $40.0 million, an Officer’s
Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with Section 4.11(a)(1) and
which sets forth and authenticates a resolution that has been approved by a majority of the disinterested members of the Board
of Directors of Holdings.


 


(b)            The
foregoing restrictions shall not apply to:


 


(1)            transactions
to the extent between or among (a) Holdings and one or more Restricted Subsidiaries or a Person that becomes a Restricted
Subsidiary as a result of such transaction or (b) Restricted Subsidiaries;


 


(2)            employment
agreements, equity awards, compensation plans, deferred compensation plans, severance agreements and arrangements, director, trustee,
officer and employee compensation (including bonuses) and other benefits (including pursuant to any employment agreement or any
retirement, health, stock option or other benefit plan), payments of fees, reasonable out-of-pocket costs and indemnities to employees,
officers, directors and consultants of Holdings or any of its Restricted Subsidiaries and indemnification arrangements, including
any other compensation plans, agreements or arrangements, benefit plans, retirement plans, savings plans, vacation plans and directors
and officers insurance arrangements entered into by Holdings or any Restricted Subsidiary in the ordinary course of business and
payments pursuant thereto, in each case, as determined in good faith by Holdings’ Board of Directors or senior management;


 






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(3)            any
issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment
arrangements, equity purchase agreements, stock options and stock ownership, in each case, as determined in good faith by Holdings’
Board of Directors or senior management;


 


(4)            Permitted
Investments or Restricted Payments which are made in accordance with the covenant described under Section 4.7;


 


(5)            any
agreement in effect on the Issue Date (and performance thereunder) or as thereafter amended or replaced in any manner that, taken
as a whole, is not materially less advantageous to Holdings than such agreement as it was in effect on the Issue Date;


 


(6)            any
transaction with a Person (other than an Unrestricted Subsidiary of Holdings) which would constitute an Affiliate of Holdings solely
because Holdings or a Restricted Subsidiary owns an equity interest in or otherwise controls such Person;


 


(7)            loans
or advances to officers, directors, consultants and employees of Holdings or its Restricted Subsidiaries that are Permitted Investments;


 


(8)            transactions
with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business
and otherwise in compliance with the terms of this Indenture; provided that in the reasonable determination of the Board
of Directors or the senior management of Holdings, such transactions are on terms not materially less favorable to Holdings or
the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such
time on an arm’s-length basis from a Person that is not an Affiliate of Holdings;


 


(9)            transactions
with Restricted Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course
of business;


 


(10)          the
issuance, sale or transfer of any Qualified Equity Interests of Holdings and the granting of registration and other customary rights
in connection therewith to, or the receipt of capital contributions from, Affiliates of Holdings;


 


(11)          any
transaction where the only consideration paid by Holdings or the relevant Restricted Subsidiary is Qualified Equity Interests of
Holdings;


 


(12)          any
purchase by any direct or indirect parent (other than Holdings) of the Equity Interests of Holdings and the purchase by Holdings
of Equity Interests in any Restricted Subsidiary;


 


(13)          transactions
between Holdings or any Restricted Subsidiary and any Person, a director of which is also a director of Holdings or any direct
or indirect parent company of Holdings, and such director is the sole cause for such Person to be deemed an Affiliate of Holdings
or any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of Holdings
or such direct or indirect parent company, as the case may be, on any matter involving such other Person;


 






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(14)          the
entering into of a tax sharing agreement, or payments pursuant thereto, between Holdings and/or one or more Subsidiaries, on the
one hand, and any other applicable Person;


 


(15)          transactions
with respect to which Holdings or a Restricted Subsidiary delivers to the Trustee a letter from an independent investment bank,
appraisal firm, valuation firm or accounting firm stating that the transaction is fair to Holdings or such Restricted Subsidiary,
as the case may be, from a financial point of view or otherwise complies with the standard in Section 4.11(a)(1);


 


(16)          pledges
by Holdings or a Restricted Subsidiary of Equity Interests of an Unrestricted Subsidiary for the benefit of lenders or other creditors
of the Unrestricted Subsidiary;


 


(17)          transactions
with customers, clients, suppliers or purchasers or sellers of goods or services, or lessors or lessees of property, in each case
in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are, in the aggregate (taking
into account all the costs and benefits associated with such transactions), not materially less favorable to Holdings and the Restricted
Subsidiaries than those that would have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with
an unrelated person, as determined in good faith by Holdings’ Board of Directors or senior management, or are on terms at
least as favorable to Holdings or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained
in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Holdings;


 


(18)            payments
or loans (or cancellation of loans) to employees or consultants that are: (a) approved by a majority of the disinterested
directors of Holdings or the Issuers in good faith; (b) made in compliance with applicable law; and (c) otherwise permitted
by this Indenture;


 


(19)          the
existence of, or the performance by any of Holdings, the Issuers or a Restricted Subsidiary of its obligations under the terms
of, any customary registration rights agreement to which such entity is a party or becomes a party in the future;


 


(20)          intercompany
transactions undertaken in good faith (as certified by an Officer of Holdings) for the purpose of improving the consolidated tax
efficiency of Holdings and the Restricted Subsidiaries as permitted by this Indenture;


 


(21)          Investments
by Affiliates in securities of Holdings or any Restricted Subsidiary (so long as the Investment is being generally offered to other
investors on the same or more favorable terms), any participation in a tender or exchange offer for securities or debt instruments
issued by Holdings or any of its Restricted Subsidiaries that are conducted on arm’s-length terms and provide for the same
price or exchange, as the case may be, to all holders accepting such tender or exchange offer, and payments to an Affiliate in
respect of notes, capital stock or Indebtedness of Holdings or any Restricted Subsidiary on the same basis as concurrent payments
made or offered in respect thereof to non-Affiliates;


 


(22)          central
services (including, without limitation, management information systems, pension and profit sharing plans and human resources)
provided by Holdings or any Restricted Subsidiary to any Affiliates;


 


(23)          Qualified
Receivables Financings; and


 






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(24)          dividends
and distributions to Holdings and the Restricted Subsidiaries by any Unrestricted Subsidiary or joint venture.


 


Section 4.12.          Limitation
on Liens.


 


(a)            Holdings,
the Issuers and each other Guarantor shall not, and Holdings shall not permit any Restricted Subsidiary to, directly or indirectly,
create, incur, assume or permit or suffer to exist any Lien of any kind (other than Permitted Liens) upon any of their property
or assets (including Equity Interests of any Subsidiary), whether owned at the Issue Date or thereafter acquired, which Lien secures
Indebtedness.


 


(b)            If
Holdings, the Issuers or any other Guarantor, directly or indirectly, shall create, incur, assume or permit or suffer to exist
any Lien of any kind upon any of their property or assets (including Equity Interests of any Subsidiary), whether owned at the
Issue Date or thereafter acquired, (x) in the case of Liens securing any of the ABL Obligations, Pari Passu ABL Lien Indebtedness
or Pari Passu Notes Lien Indebtedness (including the Term Loan Obligations), Holdings, the Issuers or such Guarantor, as the case
may be, shall, contemporaneously with the incurrence of such Lien, grant at least a first- or second-priority Lien consistent with
the relative Lien priority set forth in the Intercreditor Agreements subject to Permitted Liens, upon such property or asset as
security for the Notes and the Guarantees pursuant to the Intercreditor Agreements and any other applicable intercreditor agreement,
and (y) in the case of Liens securing Junior Lien Obligations, Holdings, the Issuers or such Guarantor, as the case may be,
shall, contemporaneously with the incurrence of such Lien, grant a priority Lien relative to such Junior Lien Obligations subject
to Permitted Liens, upon such property or asset as security for the Notes and the Guarantees pursuant to the Junior Lien Intercreditor
Agreement or other applicable intercreditor agreement.


 


(c)            Any
such Lien granted to secure the Notes pursuant to Section 4.12(b) on property or assets (which property or assets would
not otherwise constitute Collateral other than as required by Section 4.12(b)) shall be automatically and unconditionally
released and discharged in all respects upon (i) the release and discharge of the other Lien to which it relates (except a
release and discharge upon payment of the obligation secured by such Lien during the pendency of any Default or Event of Default
under this Indenture, in which case such Liens shall only be discharged and released upon payment of the Notes or cessation of
such Default or Event of Default) or (ii) in the case of any such Lien in favor of any Guarantee, upon the termination and
discharge of such Guarantee in accordance with the terms of this Indenture.


 


Section 4.13.          Offer
to Purchase upon Change of Control.


 


(a)            Upon
the occurrence of any Change of Control, unless the Issuers have issued a notice of redemption with respect to all of the Notes
previously or concurrently as described in Section 3.7, each Holder will have the right, except as provided below, to require
that the Issuers purchase all or any portion (equal to a minimum of $2,000 or an integral multiple of $1,000 in excess thereof)
of that Holder’s Notes for a cash price (the “Change of Control Purchase Price”) equal to 101.0% of the
principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of
purchase.


 


(b)            Not
later than 30 days following any Change of Control, the Issuers will deliver, or cause to be delivered, to the Holders, with a
copy to the Trustee, a notice:


 


(1)            describing
the transaction or transactions that constitute the Change of Control;


 


(2)            offering
to purchase, pursuant to the procedures required by this Indenture and described in the notice (a “Change of Control Offer”),
on a date specified in the notice, which shall be a Business Day not earlier than 30 days, nor later than 60 days, from the date
the notice is delivered (the “Change of Control Payment Date”), and for the Change of Control Purchase Price,
all Notes properly tendered by such Holder pursuant to such Change of Control Offer prior to 5:00 p.m. New York time on the
second Business Day preceding the Change of Control Payment Date; and


 






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(3)            describing
the procedures, as determined by the Issuers, consistent with this Indenture, that Holders must follow to accept the Change of
Control Offer.


 


(c)            On
or before the Change of Control Payment Date, the Issuers will, to the extent lawful:


 


(1)            deposit
with the applicable tender agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of
Notes properly tendered;


 


(2)            accept
for payment all Notes or portions of Notes (of a minimum of $2,000 or integral multiples of $1,000 in excess thereof) properly
tendered pursuant to the Change of Control Offer; and


 


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


 


(d)            The
applicable tender agent will promptly deliver to each Holder who has so tendered Notes the Change of Control Purchase Price for
such Notes, and, in the case of non-global forms of Notes, the Trustee will promptly authenticate and mail to each Holder a new
Note equal in principal amount to any unpurchased portion of the Notes so tendered, if any; provided that each such new
Note will be in a minimum principal amount of $2,000 or integral multiples of $1,000 in excess thereof.


 


(e)            If
the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, then
with respect to Holders who have tendered their Notes for purchase pursuant to the Change of Control Offer, any accrued and unpaid
interest, if any, to, but excluding, the Change of Control Payment Date will be paid on the Change of Control Payment Date to the
Person in whose name a Note is registered at the close of business on such record date.


 


(f)            A
Change of Control Offer will be required to remain open for at least 20 Business Days or for such longer period as is required
by applicable law. The Issuers will publicly announce the results of the Change of Control Offer on or as soon as practicable after
the date of purchase.


 


(g)            The
Issuers will not be required to make a Change of Control Offer upon 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 Issuers and purchases all Notes properly tendered and not withdrawn under such Change
of Control Offer, (ii) a notice of redemption with respect to all outstanding Notes has been given pursuant to this Indenture
as described in Section 3.7 unless or until there is a default in payment of the applicable redemption price or (iii) in
connection with or in contemplation of any publicly announced Change of Control, the Issuers have made an offer to purchase (such
offer to purchase described in this Section 4.13(g)(iii), an “Alternate Offer”) any and all Notes validly
tendered at a cash price equal to or higher than the Change of Control Purchase Price and has purchased all Notes properly tendered
in accordance with the terms of the Alternate Offer. The provisions under this Indenture relating to the Issuers’ obligation
to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent
of the Holders of a majority in aggregate principal amount of the Notes.


 






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(h)            If
Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes
in a Change of Control Offer or Alternate Offer and the Issuers, or any third party making a Change of Control Offer in lieu of
the Issuers as described above, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will
have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase
pursuant to the Change of Control Offer or Alternate Offer, as applicable, to redeem all Notes that remain outstanding following
such purchase at a redemption price in cash equal to the applicable Change of Control Purchase Price or Alternate Offer price,
as applicable, plus, to the extent not included in the Change of Control Purchase Price or Alternate Offer price, as applicable,
accrued and unpaid interest, if any, to, but excluding, the date of redemption.


 


(i)            The
Issuers will comply with all applicable securities legislation in the United States, including, without limitation, the requirements
of Rule 14e-1 under the Exchange Act, and any other applicable laws and regulations in connection with the purchase of Notes
pursuant to a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations conflict
with this Section 4.13, the Issuers shall comply with the applicable securities laws and regulations and will not be deemed
to have breached its obligations under this Section 4.13 by virtue of such compliance.


 


(j)            The
provisions in this Section 4.13 may be waived, modified or terminated with the written consent of the Holders of a majority
in principal amount of the Notes then outstanding.


 


(k)            Notwithstanding
anything to the contrary contained 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. The closing date of any such Change of Control Offer made in advance of a Change
of Control may be changed to conform to the actual closing date of the Change of Control, whether or not later than 60 days from
the date the Change of Control Offer notice is delivered as described above.


 


Section 4.14.          Corporate
Existence. Subject to Article V, Holdings and each Issuer shall do or cause to be done all things necessary to preserve
and keep in full force and effect:


 


(1)            its
corporate existence, and the corporate, partnership or other existence of each of the Guarantors, in accordance with the respective
organizational documents (as the same may be amended from time to time) of Holdings, such Issuer or any such Guarantor; and


 


(2)            the
rights (charter and statutory), licenses and franchises of Holdings, such Issuer and the Guarantors; provided, however,
that Holdings shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence
of any of the Guarantors, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the
conduct of the business of Holdings, the Issuers and the Guarantors, taken as a whole, and that the loss thereof is not adverse
in any material respect to the Holders of the Notes.


 


Section 4.15.          Additional
Guarantees.


 


(a)            If
any Restricted Subsidiary of Holdings (other than the Issuers, any Subsidiary Guarantor (including the Post-Closing Guarantors)
or any Excluded Subsidiary) shall guarantee any Indebtedness in excess of $5.0 million in aggregate principal amount of the Issuers
or any Guarantor (including Holdings) under any Debt Facility (including the Term Loan Credit Facility and the ABL Credit Facility)
after the Issue Date, subject to the Guaranty and Security Principles, then Holdings shall, within 20 Business Days thereof, cause
such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C
attached hereto, pursuant to which such Restricted Subsidiary shall become a Guarantor with respect to the Notes, upon the terms
and subject to the release provisions and other limitations described under Article XI. Any Guarantee that is required pursuant
to this Section 4.15 will be automatically released upon the release of the applicable Restricted Subsidiary from its liability
with respect to all Indebtedness of the Issuers and the Guarantors.


 






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(b)            Each
Restricted Subsidiary that becomes a Guarantor on or after the Issue Date shall, also within 20 Business Days thereof, become a
party to the applicable Security Documents, the Intercreditor Agreements and, to the extent required by this Indenture, shall as
promptly as practicable execute and deliver such security instruments, financing statements or analogous filings, certificates,
Officer’s Certificates and Opinions of Counsel (to the extent, and substantially in the form, delivered on the Issue Date)
as may be necessary to vest in the Notes Collateral Agent a perfected first- or second-priority Lien, as the case may be (subject
to Permitted Liens), in properties and assets that constitute Collateral as security for the Notes or the Guarantees and as may
be necessary to have such properties or assets added to the applicable Collateral as required under the Security Documents and
this Indenture, and thereupon all provisions of this Indenture relating to the Collateral (including, without limitation, those
set forth in Article X) shall be deemed to relate to such properties and assets to the same extent and with the same force
and effect.


 


(c)            Notwithstanding
the foregoing, a Foreign Subsidiary is not required to become a Guarantor hereunder if the accession of such Subsidiary as a Guarantor
could reasonably be expected (in good faith by Holdings but in its sole discretion) to result in material adverse tax consequences
to Holdings, the Issuers and their Restricted Subsidiaries and so long as the Holders’ ability to receive payment in full
with respect to the Obligations under this Indenture and the Notes will not be impaired (it being understood that the materiality
of such adverse tax consequences of guaranteeing the Notes by such Foreign Subsidiary shall be analyzed with respect to the incremental
tax burden of the Guarantee of the Notes and not the initial Guarantee of Indebtedness by such Foreign Subsidiary).


 


Section 4.16.     Limitation
on Designation of Unrestricted Subsidiaries. (a)  The Board of Directors of Holdings may designate any Subsidiary
(with the exception of the Issuers, but including any newly formed or newly acquired Subsidiary or a Person becoming a
Subsidiary through merger, amalgamation or consolidation or Investment therein) of Holdings as an “Unrestricted
Subsidiary” under this Indenture (a “Designation”) only if:


 


(1)       no
Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation; and


 


(2)       Holdings
would be permitted to make, at the time of such Designation, (a) a Permitted Investment or (b) an Investment pursuant
to Section 4.7, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value
of Holdings’ proportionate interest in such Subsidiary on such date.


 


(b)            No
Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless:


 


(1)       all
of the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of Designation, consist of Non-Recourse Debt, except
for the pledge by Holdings or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, and except for
any guarantee of Indebtedness of such Subsidiary by Holdings or a Restricted Subsidiary that is permitted as both an incurrence
of Indebtedness and an Investment (in each case in an amount equal to the amount of such Indebtedness so guaranteed) permitted
by Section 4.7 and Section 4.9;


 


(2)       except
to the extent permitted by Section 4.11, on the date such Subsidiary is Designated an Unrestricted Subsidiary, such Subsidiary
is not party to any agreement, contract, arrangement or understanding with Holdings or any Restricted Subsidiary unless the terms
of the agreement, contract, arrangement or understanding are not materially less favorable to Holdings or the Restricted Subsidiary
than those that could reasonably be expected to have been obtained at the time from Persons who are not Affiliates of Holdings;
and


 






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


 


(c)            Any
such Designation by the Board of Directors of Holdings shall be evidenced to the Trustee by filing with the Trustee a resolution
of the Board of Directors of Holdings giving effect to such Designation and an Officer’s Certificate certifying that such
Designation complies with the foregoing conditions. If, at any time, any Unrestricted Subsidiary fails to meet the preceding requirements
as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary
at such time and, if the Indebtedness is not permitted to be incurred under Section 4.9 or the Lien is not permitted under
Section 4.12, Holdings shall be in default of the applicable covenant.


 


(d)            The
Board of Directors of Holdings may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”)
only if:


 


(1)       no
Default or Event of Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation;
and


 


(2)        all
Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation would,
if incurred or made at such time, have been permitted to be incurred or made for all purposes of this Indenture.


 


Any such Redesignation
shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of Holdings giving effect to
such Redesignation and an Officer’s Certificate certifying that such Redesignation complies with the foregoing conditions.


 


Section 4.17.     Effectiveness
of Covenants.


 


(a)            Following
the first day (such date, a “Suspension Date”) on which:


 


(1)       the
Notes have an Investment Grade Rating from both of the Rating Agencies; and


 


(2)       no
Default or Event of Default has occurred and is continuing under this Indenture,


 


Holdings and its Restricted Subsidiaries
(including, without limitation, the Issuers) will not be subject to the provisions of this Indenture summarized under the headings
below (collectively, the “Suspended Covenants”):


 


(i)            Section 4.7,
Limitation on Restricted Payments;


 






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 (ii)          Section 4.8, Limitation on Dividend and Other Restrictions Affecting Restricted Subsidiaries;




 


(iii)         Section 4.9,
Limitation on Additional Indebtedness;


 


(iv)         Section 4.10(b),
Limitation on Asset Sales;


 


(v)          Section 4.11,
Limitation on Affiliate Transactions;


 


 (vi)         Section 4.15, Additional Guarantees (but only with respect to any Person that is required to become a Guarantor after the date of the commencement of the applicable Suspension Date);




 


(vii)        Section 4.16,
Limitation on Designation of Unrestricted Subsidiaries; and


 


 (viii)       Section 5.1(a)(3), Consolidation, Merger, Conveyance, Transfer or Lease.




 


(b)            If
at any time after a Suspension Date, a credit rating assigned to the Notes is downgraded from an Investment Grade Rating by any
Rating Agency or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated
as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms
of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms
of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from both Rating Agencies and no
Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time
that the Notes maintain an Investment Grade Rating from both Rating Agencies and no Default or Event of Default is in existence);
provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture,
the Notes or the Guarantees with respect to the Suspended Covenants based on, and none of Holdings or any of its Subsidiaries shall
bear any liability for, any actions taken or events occurring during the Suspension Period, regardless of whether such actions
or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of
time between the Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.”


 


(c)            On
the Reinstatement Date, (i) all Indebtedness incurred during the Suspension Period will be deemed to have been outstanding
on the Issue Date, so that it is classified under Section 4.9(b)(3), (ii) any transaction with an Affiliate entered into
after the Suspension Date will be deemed to have been outstanding on the Issue Date, so that it is classified under Section 4.11(b)(5),
(iii) any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to take any actions
described in Section 4.8(a), Section 4.8(b) and Section 4.8(c) entered into after the Suspension Date
and existing on the Reinstatement Date will be deemed to have been outstanding on the Issue Date, so that it is classified under
Section 4.8(1) and (iv) any Investment made after the Suspension Date will be deemed to have been made on the Issue
Date, so that it is classified under clause (14) of the definition of Permitted Investment. Calculations made after the Reinstatement
Date of the amount available to be made as Restricted Payments under Section 4.7 will be made as though Section 4.7 had
been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension
Period will reduce the amount available to be made as Restricted Payments under Section 4.7(a).


 


(d)            During
any period when the Suspended Covenants are suspended, the Board of Directors of Holdings may not designate any of Holdings’
Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture.


 


(e)            Promptly
following the occurrence of any Suspension Date or Reinstatement Date, the Issuers will provide an Officer’s Certificate
to the Trustee regarding such occurrence. The Trustee shall have no obligation to monitor or independently determine or verify
if a Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The
Trustee may provide a copy of such Officer’s Certificate to any Holder of the Notes upon written request.


 






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ARTICLE V

SUCCESSORS


 


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


 


(a)            Each
of Holdings and the Issuers will not, directly or indirectly, in a single transaction or a series of related transactions, consolidate,
or merge with or into another Person (whether or not Holdings or the Issuers, as applicable, are the surviving Persons), or sell,
lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of Holdings and its Restricted
Subsidiaries or the Issuers and their Restricted Subsidiaries (in each case taken as a whole), as applicable, to any Person unless:


 


(1)       either:


 


(A)         Holdings
or the Issuers, as applicable, will be the surviving or continuing Persons; or


 


(B)          the
Person (if other than Holdings or the Issuers, as applicable) formed by or surviving or continuing from such consolidation or merger
or to which such sale, lease, transfer, conveyance or other disposition or assignment shall be made (collectively, the “Successor”)
is a corporation, limited liability company or limited partnership organized and existing under the laws of Luxembourg, the United
States, any state in the United States or the District of Columbia or the United Kingdom, Canada or any member state of the European
Union, and the Successor expressly assumes by agreement all of the obligations of Holdings or the Issuers, as applicable, under
the Notes and this Indenture, the Security Documents and the Intercreditor Agreements and the Successor shall cause such amendments,
supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law
to preserve and protect the Lien on the Collateral owned by or transferred to such Successor, together with such financing statements
or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing
of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the
relevant states or jurisdictions; provided that, in the case of the Issuers, if the Successor is not a corporation, a Restricted
Subsidiary that is a corporation expressly assumes as co-obligor all of the obligations of the Issuers under this Indenture and
the Notes pursuant to a supplemental indenture to this Indenture executed and delivered to the Trustee;


 


(2)       immediately
after giving effect to such transaction and the assumption of the obligations as set forth in Section 5.1(a)(1)(B) and
the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma
basis, no Default or Event of Default shall have occurred and be continuing;


 


(3)       immediately
after giving pro forma effect to such transaction and the assumption of the obligations as set forth in Section 5.1(a)(1)(B) and
the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma
basis, (i) Holdings, the Issuers or their respective Successors, as the case may be, could incur $1.00 of additional Indebtedness
pursuant to the Coverage Ratio Exception or (ii) the Consolidated Interest Coverage Ratio for Holdings, the Issuers or their
respective Successors, as the case may be, and such entity’s Restricted Subsidiaries would be greater than or equal to such
Consolidated Interest Coverage Ratio prior to such transaction; and


 






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(4)       the
Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that such merger,
consolidation or transfer and such agreements, amendments, supplements or other instruments (if any) and/or supplemental indenture
(if any) comply with this Indenture and the Security Documents and that all covenants and conditions precedent to the execution
and delivery of such agreements and/or supplemental indenture have been satisfied.


 


For purposes of this
Section 5.1, any Indebtedness of the Successor which was not Indebtedness of Holdings or the Issuers, as applicable, immediately
prior to the transaction shall be deemed to have been incurred in connection with such transaction.


 


(b)            Except
in circumstances under which this Indenture provides for the release of the Guarantee of a Subsidiary Guarantor as described under
Section 11.5, no Subsidiary Guarantor will, and Holdings will not permit any Subsidiary Guarantor to, directly or indirectly,
in a single transaction or a series of related transactions, consolidate or merge or amalgamate with or into another Person (whether
or not the Subsidiary Guarantor is the surviving Person), or sell, lease, transfer, convey or otherwise dispose of or assign all
or substantially all of the assets of such Subsidiary Guarantor to any Person, unless either:


 


(1)


 


		(a)	(i) such Subsidiary Guarantor will be the surviving or continuing Person; or (ii) the
Person (if other than such Subsidiary Guarantor) formed by or surviving any such consolidation or merger or amalgamation is Holdings,
the Issuers or another Subsidiary Guarantor or assumes, by agreements in form reasonably satisfactory to the Trustee, all of the
obligations of such Subsidiary Guarantor under the Guarantee of such Subsidiary Guarantor and this Indenture, the Security Documents
and the Intercreditor Agreements and the successor Subsidiary Guarantor shall cause such amendments, supplements or other instruments
to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien
on the Collateral owned by or transferred to such successor Subsidiary Guarantor, together with such financing statements or comparable
documents as may be required to perfect or render opposable to third parties any Liens in such Collateral which may be perfected
or rendered opposable to third parties by the filing of a financing statement or a similar document under the Uniform Commercial
Code or other similar statute or regulation of the relevant states or jurisdictions;



 


		(b)	immediately after giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing; and



 


		(c)	the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that such merger or consolidation and such agreements, amendments, supplements or other instruments and/or
supplemental indenture (if any) comply with this Indenture and the Security Documents and that all covenants and conditions precedent
to the execution and delivery of such agreement and/or supplemental indenture have been satisfied; or



 


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


 






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For purposes of the
foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted Subsidiaries of Holdings or the Issuers, as applicable,
the Equity Interests of which constitute all or substantially all of the properties and assets of Holdings or the Issuers, as applicable,
will be deemed to be the transfer of all or substantially all of the properties and assets of Holdings or the Issuers, as applicable.


 


(c)            Upon
any consolidation or merger or amalgamation of Holdings, the Issuers or a Guarantor, or any transfer of all or substantially all
of the assets of Holdings, the Issuers or a Guarantor in accordance with the foregoing, in which Holdings, the Issuers or such
Guarantor are not the continuing obligors under the Notes or their Guarantee, as applicable, the surviving entity formed by such
consolidation or merger or amalgamation or into which Holdings, the Issuers or such Guarantor is merged or amalgamated or the Person
to which the sale, conveyance, lease, transfer, disposition or assignment is made will succeed to, and be substituted for, and
may exercise every right and power of, Holdings, the Issuers or such Guarantor, as applicable, under the Notes or its Guarantee,
as the case may be, this Indenture, the Security Documents and the Intercreditor Agreements with the same effect as if such surviving
entity had been named therein as Holdings, the Issuers or such Guarantor, as the case may be, and, except in the case of a lease,
Holdings, the Issuers or such Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest
on the Notes or in respect of its Guarantee, as the case may be, and all of Holdings’, the Issuers’ or such Guarantor’s
other obligations and covenants under the Notes or its Guarantee, as the case may be, as well as this Indenture, the Security Documents
and the Intercreditor Agreements.


 


(d)            Notwithstanding
the foregoing, (i) any Restricted Subsidiary (other than the Issuers) may consolidate or merge or amalgamate with or into
or convey, transfer, sell, dispose, assign or lease, in one transaction or a series of transactions, all or substantially all of
its assets to Holdings or another Restricted Subsidiary and (ii) the Issuers or any Guarantor (including Holdings) may consolidate
or merge or amalgamate with or into or convey, transfer or lease, in one transaction or a series of transactions, all or part of
its properties and assets to the Issuers or another Guarantor (including Holdings) or merge or amalgamate with a Restricted Subsidiary
of Holdings solely for the purpose of reincorporating the Issuers or Guarantor in a State of the United States or the District
of Columbia or Canada, as long as the amount of Indebtedness of the Issuers or such Guarantor and their Restricted Subsidiaries
is not increased thereby.


 


ARTICLE VI

DEFAULTS AND REMEDIES


 


Section 6.1.       Events
of Default. Each of the following is an “Event of Default”:


 


(1)       failure
to pay interest on any of the Notes when the same becomes due and payable and the continuance of any such failure for 30 days;


 


(2)       failure
to pay principal of or premium, if any, on any of the Notes when it becomes due and payable, whether at Stated Maturity, upon redemption,
required purchase, acceleration or otherwise;


 


(3)       failure
by Holdings, the Issuers or any of their Restricted Subsidiaries to comply with any of their respective agreements or covenants
described under Section 5.1;


 


(4)       failure
by the Issuers to comply in respect of their obligations to make a Change of Control Offer under Section 4.13 or either a
Collateral Disposition Offer or a Net Proceeds Offer under Section 4.10 and continuance of this failure for 30 days after
notice of the failure has been given to the Issuers by the Trustee or to the Issuers and the Trustee by the Holders of at least
25.0% of the aggregate principal amount of the Notes then outstanding;


 






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(5)       failure
for 90 days after notice from the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding
to comply with the provisions described under Section 4.3;


 


(6)       except
as described in Section 6.1(3), Section 6.1(4) and Section 6.1(5) above, failure by Holdings, the Issuers
or any Restricted Subsidiary to comply with any other covenant or agreement contained in this Indenture, the Notes, the Intercreditor
Agreements or the Security Documents and continuance of this failure for 60 days after notice of the failure has been given to
the Issuers by the Trustee or to the Issuers and the Trustee by the Holders of at least 25.0% of the aggregate principal amount
of the Notes then outstanding;


 


(7)       default
by Holdings, the Issuers or any Restricted Subsidiary under any mortgage, indenture or other instrument or agreement under which
there is issued or by which there is secured or evidenced Indebtedness for borrowed money by Holdings, the Issuers or any Restricted
Subsidiary, whether such Indebtedness now exists or is incurred after the Issue Date, other than intercompany Indebtedness, which
default:


 


(A)         is
caused by a failure to pay at its Stated Maturity principal on such Indebtedness within the applicable express grace period and
any extensions thereof, or


 


(B)          results
in the acceleration of such Indebtedness prior to its Stated Maturity (which acceleration is not rescinded, annulled or otherwise
cured within 30 days of receipt by Holdings, the Issuers or such Restricted Subsidiary of notice of any such acceleration),


 


and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other Indebtedness with respect to which an event described
in Section 6.1(7)(A) or Section 6.1(7)(B) has occurred and is continuing, aggregates $50.0 million or more;


 


(8)       one
or more final judgments entered by a court of competent jurisdiction (to the extent not covered by insurance) for the payment of
money in an aggregate amount in excess of $50.0 million shall be rendered against Holdings, the Issuers, any of their Significant
Subsidiaries or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements
for Holdings and its Restricted Subsidiaries), would constitute a Significant Subsidiary, and the same shall remain undischarged
for a period of 60 consecutive days during which execution shall not be effectively stayed;


 


(9)       Holdings,
the Issuers or any Significant Subsidiary of Holdings or the Issuers or group of Restricted Subsidiaries of Holdings and the Issuers
that, taken together (as of the latest audited consolidated financial statements for Holdings and its Restricted Subsidiaries),
would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:


 


(A)         commences
a voluntary case,


 


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


 


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


 


(D)          makes
a general assignment for the benefit of its creditors,


 






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(E)          generally
is not paying, or is unable to pay, or admits in writing its inability to pay, its debts as they become due and with respect to
Venator Finance, has lost its creditworthiness (crédit ébranlé),


 


(F)           commences
any bankruptcy (faillite), controlled management (gestion contrôlée), reprieve from payments (sursis
de paiement) or composition with creditors (concordat préventif de la faillite) with respect to Venator Finance,
insolvency, liquidation, moratorium, reorganization process or other process under similar laws affecting the rights of creditors
in Luxembourg, or


 


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


 


(i)            is
for relief against Holdings, the Issuers or any Significant Subsidiary of Holdings or the Issuers or group of Restricted Subsidiaries
of Holdings or the Issuers that, taken together (as of the latest audited consolidated financial statements for Holdings and its
Restricted Subsidiaries), would constitute a Significant Subsidiary, in an involuntary case;


 


(ii)           appoints
a custodian of Holdings, the Issuers or any Significant Subsidiary of Holdings, the Issuers or group of Restricted Subsidiaries
of Holdings or the Issuers that, taken together (as of the latest audited consolidated financial statements for Holdings and its
Restricted Subsidiaries), would constitute a Significant Subsidiary or for all or substantially all of the property of Holdings,
the Issuers or any Significant Subsidiary of Holdings, the Issuers or group of Restricted Subsidiaries of Holdings or the Issuers
that, taken together (as of the latest audited consolidated financial statements for Holdings and its Restricted Subsidiaries),
would constitute a Significant Subsidiary; or


 


(iii)           orders
the liquidation of Holdings, the Issuers or any Significant Subsidiary of Holdings, the Issuers or group of Restricted Subsidiaries
of Holdings or the Issuers that, taken together (as of the latest audited consolidated financial statements for Holdings and its
Restricted Subsidiaries), would constitute a Significant Subsidiary


 


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


 


(10)     the
Guarantee of Holdings or of any Guarantor that is a Significant Subsidiary (or any group of Guarantors that, taken together, as
of the latest audited consolidated financial statements of Holdings, would constitute a Significant Subsidiary) ceases to be in
full force and effect (other than in accordance with the terms of such Guarantee and this Indenture) or is declared null and void
and unenforceable or found to be invalid or Holdings or any Guarantor that is a Significant Subsidiary (or any group of Guarantors
that, taken together, as of the latest audited consolidated financial statements of Holdings, would constitute a Significant Subsidiary)
denies its liability under the Guarantee of Holdings or such Guarantor (other than by reason of release of such Guarantor or such
group of Guarantors from its Guarantee in accordance with the terms of this Indenture and the Guarantee); or


 


(11)     the
occurrence of any of the following:


 


(A)         any
Security Document or any obligation under the Intercreditor Agreements is held in any judicial proceeding to be unenforceable or
invalid in any material respect or ceases for any reason to be in full force and effect in any material respect, other than in
accordance with the terms of this Indenture, the relevant Security Documents or the Intercreditor Agreements; provided that
it will not be a Default if the sole result is that any Lien with a fair market value of not more than $30.0 million ceases to
be enforceable;


 






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(B)          with
respect to any Collateral having a fair market value in excess of $30.0 million, individually or in the aggregate, (x) the
failure of the Lien with respect to such Collateral under the Security Documents, at any time, to be in full force and effect in
any material respect for any reason other than in accordance with the terms of the relevant Security Documents and the terms of
this Indenture or the Intercreditor Agreements, as applicable, and other than the satisfaction in full of all obligations under
this Indenture and discharge of this Indenture, if such failure continues for 60 days or (y) the assertion by the Issuers
or any Guarantor, in any pleading in any court of competent jurisdiction, that any such Lien is invalid or unenforceable; provided
that it will not be an Event of Default if such condition results from the action or inaction of the Trustee or the Notes Collateral
Agent; or


 


(C)           Holdings,
the Issuers or any Significant Subsidiary that is a Guarantor (or any such Guarantors that taken together would constitute a Significant
Subsidiary), or any Person acting on behalf of any of them, denies or disaffirms, in writing, any material obligation of Holdings,
the Issuers or such Significant Subsidiary that is a Guarantor (or such Guarantors that taken together would constitute a Significant
Subsidiary) set forth in or arising under this Indenture, the Intercreditor Agreements or any Security Document.


 


Section 6.2.       Acceleration.
If an Event of Default (other than an Event of Default specified in Section 6.1(9) with respect to Holdings or the
Issuers), shall have occurred and be continuing under this Indenture, the Trustee, by written notice to the Issuers, or the
Holders of at least 25.0% in aggregate principal amount of the Notes then outstanding by written notice to the Issuers and
the Trustee, may declare (an “acceleration declaration”) all amounts owing under the Notes to be due and
payable. Upon such acceleration declaration, the aggregate principal of and accrued and unpaid interest on the outstanding
Notes shall become due and payable immediately; provided, however, that after such acceleration, but before a
judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Notes
may rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal and
accrued and unpaid interest, have been cured or waived as provided in this Indenture. If an Event of Default specified in
Section 6.1(9) occurs with respect to Holdings or the Issuers, all outstanding Notes shall become due and payable
without any further action or notice to the extent permitted by applicable law.


 


In the case of an Event
of Default specified in Section 6.1(7) above, such Event of Default and all consequences thereof (excluding, however,
any resulting Payment Default) will be annulled, waived and rescinded with respect to the Notes, automatically and without any
action by the Trustee or the Holders, if within 30 days after such Event of Default first arose the Issuers deliver an Officer’s
Certificate to the Trustee stating that (a) the Indebtedness or Guarantee that is the basis for such Event of Default has
been paid or discharged, (b) the holders of the Indebtedness have rescinded or waived the acceleration giving rise to such
Event of Default or (c) the Default that is the basis for such Event of Default has been otherwise cured; provided,
however, that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived
or rescinded upon the happening of any such events.


 


After such acceleration,
but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Notes then
outstanding may rescind and annul such acceleration and its consequences if:


 


(1)       the
rescission would not conflict with any judgment or decree;


 






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(2)       all
existing Events of Default have been cured or waived other than nonpayment of accelerated principal and interest;


 


(3)       to
the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has
become due otherwise than by such declaration of acceleration, has been paid; and


 


(4)       the
Issuers have paid the Trustee and the Notes Collateral Agent their reasonable compensation and reimbursed the Trustee and the Notes
Collateral Agent for their reasonable expenses, disbursements and advances.


 


No such rescission
shall affect any subsequent Default or impair any right consequent thereto.


 


Section 6.3.       Other
Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment
of principal, premium, if any, and interest, if any, 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. All remedies are cumulative to the extent permitted by
law.


 


Section 6.4.       Waiver
of Past Defaults. Subject to Section 9.2, the Holders of a majority in aggregate principal amount of the Notes then
outstanding by written notice to the Trustee and the Notes Collateral Agent may, on behalf of the Holders of all of the
Notes, waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default
or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes. 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.


 


Section 6.5.       Control
by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time,
method and place of conducting any proceeding for exercising any remedy available to the Trustee or the Notes Collateral
Agent or exercising any trust power conferred on them. However, (i) the Trustee or the Notes Collateral Agent may refuse
to follow any direction that conflicts with law or this Indenture, that may involve the Trustee or the Notes Collateral Agent
in personal liability or that the Trustee or the Notes Collateral Agent determines in good faith may be unduly prejudicial to
the rights of Holders not joining in the giving of such direction and (ii) the Trustee or the Notes Collateral Agent may
take any other action it deems proper that is not inconsistent with any such direction received from the Holders.


 


Section 6.6.        Limitation
on Suits. A Holder may not pursue any remedy with respect to this Indenture or the Notes (subject to the Intercreditor
Agreements) unless:


 


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


 


(2)       the
Holder or Holders of at least 25.0% in aggregate principal amount of then outstanding Notes make a written request to the Trustee
to pursue the remedy;


 


(3)       such
Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;


 


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


 






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


 


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


 


Section 6.7.       Rights
of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the contractual right of
any Holder to receive payment of the principal of, premium, if any, or interest on, such Note or to bring suit for the
enforcement of any such payment, on or after the due date expressed in the Notes, shall not be modified without the consent
of the Holder.


 


Section 6.8.       Collection
Suit by Trustee. If an Event of Default specified in Section 6.1(1) or Section 6.1(2) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the
Issuers for the whole amount of principal of, premium and interest remaining unpaid on the Notes and interest on overdue
principal and, to the extent lawful, 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, the Notes Collateral
Agent, their agents and counsel.


 


Section 6.9.       Trustee
May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee and the Notes Collateral Agent (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Trustee, the Notes Collateral Agent, their
agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuers (or any other obligor upon
the Notes), their creditors or their property and shall be entitled and empowered to collect, receive and distribute any
money or other securities or property payable or deliverable upon the conversion or exchange of the Notes or on any such
claims, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, the
Notes Collateral Agent, their agents and counsel, and any other amounts due the Trustee or Notes Collateral Agent under
Section 7.6. To the extent that the payment of any such compensation, expenses, disbursements and advances to the
Trustee, the Notes Collateral Agent, their agents and counsel, and any other amounts due the Trustee or Notes Collateral
Agent under Section 7.6 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 in this Section 6.9 shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.


 


Section 6.10.     Priorities.
Subject to the Intercreditor Agreements and subject to applicable law, if the Trustee collects any money or property pursuant
to this Article VI, it shall pay out the money and property in the following order:


 


First: to the
ratable payment of fees, costs, expenses (including reasonable attorneys’ fees and expenses and court costs), and indemnities
of the Notes Collateral Agent and the Trustee;


 






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Second: to the
ratable payment of the Obligations under the Notes Documents; and


 


Third: the balance,
if any, to the Issuers, the Guarantors or to whosoever may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.


 


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


 


Section 6.11.     Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as the Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit
by the Trustee, a suit by a Holder pursuant to Section 6.7, or a suit by Holders of more than 10.0% in principal amount
of the then outstanding Notes.


 


ARTICLE VII

TRUSTEE


 


Section 7.1.       Duties
of Trustee. 


 


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


 


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


 


(1)       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


 


(2)       the
Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates
or opinions furnished to the Trustee and conforming to the requirements of this Indenture (but need not confirm or investigate
the accuracy of mathematical calculations or other facts stated therein); provided, however, the Trustee shall examine
the certificates and opinions furnished to it to determine whether or not they conform to the requirements of this Indenture.


 


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


 


(1)       this
Section 7.1(c) does not limit the effect of Section 7.1(b);


 


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


 


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


 


(4)       no
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability.


 






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(d)            The
Trustee shall not be liable for interest on or the investment of any money received by it except as the Trustee may agree in writing
with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by
law. In the absence of written instruction from the Issuers, money held by the Trustee shall remain uninvested. The Trustee shall
have no responsibility or liability for any loss which may result from any investment or sale of any investment made pursuant
to this Indenture. The Trustee is hereby authorized, in making or disposing of any investment permitted by this Indenture, to
deal with itself (in its individual capacity) or with any one or more of its Affiliates, whether or not any such Affiliate is
acting as an agent of the Trustee or for any third person or deal as principal for its own account. The Parties acknowledge that
the Trustee is not providing any investment supervision, recommendations or advice.


 


(e)            Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this
Section 7.1 and Section 7.2.


 


(f)            The
Trustee agrees to accept and act upon facsimile, pdf or electronic transmission of documents hereunder.


 


Section 7.2.       Rights
of Trustee.


 


(a)            The
Trustee may request and conclusively rely and shall be fully protected in acting or refraining from acting on any resolution, certificate,
statement, instrument, opinion, notice, report, request, direction, consent, order, judgment, bond, debenture or other document
(whether in original or facsimile form) 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 therein.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(i)            The
Trustee may request that the Issuers and each of the Guarantors deliver to the Trustee an Officer’s Certificate setting forth
the names of individuals and/or titles of Officers of the Issuers and each Guarantor, as applicable, authorized at such time to
take specified actions pursuant to this Indenture, the Notes and the Guarantees on behalf of the Issuers and/or the Guarantors,
which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any
Person specified as so authorized in any such certificate previously delivered and not superseded.


 


(j)            The
Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or the Trustee shall have received from the Issuers or any other obligor upon
the Notes or from any Holder written notice thereof at its address set forth in Section 12.2 and such notice references the
Notes and this Indenture and states that it is a “notice of default.” In the absence of such actual knowledge or such
notice, the Trustee may conclusively assume that no such Default or Event of Default exists.


 


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


 


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


 


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


 


(n)          The
Issuers will be responsible for making calculations called for under the Notes, including, but not limited to, determination of
redemption price, premium, if any, and any other amounts payable on the Notes. The Issuers will make the calculations in good faith
and, absent manifest error, their calculations will be final and binding on the Holders of the Notes. The Issuers will provide
a schedule of their calculations to the Trustee, upon request, when applicable, and the Trustee is entitled to rely conclusively
on the accuracy of the Issuers’ calculations without independent verification.


 


(o)          The
Trustee shall be under no obligation to effect or maintain insurance or to renew any policies of insurance or to inquire as to
the sufficiency of any policies of insurance carried by the Company or any Guarantor, or to report, or make or file claims or proof
of loss for, any loss or damage insured against or that may occur, or to keep itself informed or advised as to the payment of any
taxes or assessments, or to require any such payment to be made.


 






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(p)            The
permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties.


 


(q)            Neither
the Trustee nor the Notes Collateral Agent shall be liable for any amount in excess of the value of the Collateral held by it.


 


(r)            Notwithstanding
anything to the contrary set forth herein, in no event shall the Trustee or the Paying Agent be liable for interest on any money
received by it (including, but not limited to, any negative interest) except as the Trustee or the Paying Agent may otherwise agree
in writing with the Issuers. In the event that market conditions are such that negative interest applies to amounts deposited with
the Trustee or the Paying Agent, the Issuers shall be responsible for the payment of such interest and the Trustee or the Paying
Agent shall be entitled to deduct from amounts on deposit with it an amount necessary to pay such negative interest. For the avoidance
of doubt, the compensation, reimbursement and indemnification protections afforded to the Trustee and the Paying Agent under Section 7.06
of this Indenture shall cover any interest-related expenses incurred by the Trustee or the Paying Agent in the performance of their
duties hereunder.


 


Section 7.3.       Individual
Rights of the Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Issuers or any Affiliate of the Issuers 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 7.9.


 


Section 7.4.       Trustee’s
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this
Indenture, the Notes, any Guarantee or any Notes Documents, it shall not be accountable for the use of the proceeds from the
Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall
not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall
not be responsible for any statement or recital herein, any statement in the Notes or any Notes Documents, any
Officer’s Certificate delivered to the Trustee hereunder, or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than the Trustee’s certificate of authentication hereunder. The Trustee shall
have no duty to know or inquire as to the performance or non-performance of any provision of any party under the Notes
Documents. Neither the Trustee nor any of its directors, officers, employees agents or Affiliates shall have any duty to
monitor the performance or any action of the Issuers or any of their directors, members, officers, agents, Affiliates or
employees, nor shall it have any liability in connection with the malfeasance or nonfeasance by such party. The Trustee may
assume performance by all such persons of their respective obligations. The Trustee shall have no enforcement or notification
obligations relating to breaches of representations or warranties of any other Person.


 


Section 7.5.       Notice
of Defaults. If a Default or Event of Default occurs and is continuing and if it is actually known to a Responsible
Officer of the Trustee, the Trustee shall deliver to Holders a notice of the Default or Event of Default within 90 days after
it obtains such knowledge, unless such Default shall have been cured or waived. Except in the case of a Default or Event of
Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so
long as the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders.


 






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Section 7.6.       Compensation
and Indemnity. The Issuers shall pay to the Trustee from time to time reasonable compensation for its acceptance of this
Indenture and for all services rendered by it hereunder as agreed upon in writing. The Trustee’s compensation shall not
be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon
request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for
its services (as well as any notarial fees relating to the granting of any Spanish Public Document and registration fees, if
any), except any such expense, disbursement or advance as may be attributable to its gross negligence or willful misconduct.
Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and
counsel.


 


Each of the Issuers
and the Guarantors, jointly and severally, shall indemnify and hold harmless the Trustee (which for purposes of this Section 7.6
shall include its officers, directors, employees and agents) against any and all claims, damages, losses, liabilities, costs or
expenses incurred by it (including, without limitation, the fees and expenses of its agents and counsel) arising out of or in connection
with the acceptance or administration of its duties under this Indenture, the performance of its obligations and/or exercise of
its rights hereunder, including the costs and expenses of enforcing this Indenture against the Issuers or any Guarantor (including
this Section 7.6 and notarial fees relating to any Spanish Public Document, court clerk fees (procurador) (only if
their intervention is mandatory), court costs and any sworn translation costs and together with any applicable VAT) and defending
itself against any claim (whether asserted by the Issuers or any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, claim, damage, liability
or expense shall be caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers promptly of
any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their
obligations hereunder. In the event that defense of any such claim is assumed by the Issuers or a Guarantor, it shall be done so
with the Trustee’s consent, and the Trustee may have one separate counsel, and the Issuers shall pay the reasonable fees
and expenses of such counsel for the Trustee. The Issuers need not pay for any settlement made without their consent, which consent
shall not be unreasonably withheld.


 


The obligations of
the Issuers and the Guarantors under this Section 7.6 shall survive the satisfaction and discharge of this Indenture, the
payment of the Notes or the resignation or removal of the Trustee.


 


To secure the Issuers’
payment obligations in this Section 7.6, the Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal or interest, if any, on particular Notes. Such Lien shall
survive the satisfaction and discharge of this Indenture, the payment of the Notes and the resignation or removal of the Trustee.


 


When the Trustee incurs
expenses or renders services after an Event of Default specified in Section 6.1(9) 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.


 


Section 7.7.       Replacement
of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only
upon the successor trustee’s acceptance of appointment as provided in this Section 7.7.


 


The Trustee may resign
in writing at any time and be discharged from the trust hereby created by so notifying the Issuers in writing. The Holders of a
majority in principal amount of the then outstanding Notes may remove the Trustee upon 30 days’ prior notice by so notifying
the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:


 


(a)            the
Trustee fails to comply with Section 7.9;


 






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


 


(c)            a
receiver of the Trustee or of its property is appointed or any public officer takes charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or liquidation; or


 


(d)            the
Trustee becomes incapable of acting.


 


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


 


If a successor trustee
does not take office within 30 days after the retiring Trustee resigns or is removed, such retiring Trustee (at the expense of
the Issuers), the Issuers or the Holders of at least 10.0% in principal amount of the then outstanding Notes may petition any court
of competent jurisdiction for the appointment of a successor trustee.


 


If the Trustee, after
written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.9, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee.


 


A successor trustee
shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor trustee shall have all the rights, powers and the duties
of the Trustee under this Indenture. The successor trustee shall mail a notice of its succession to the Holders. The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor Trustee; provided that all sums owing to such
Trustee hereunder have been paid and subject to the Lien provided for in Section 7.6. Notwithstanding replacement of the Trustee
pursuant to this Section 7.7, the Issuers’ and the Guarantors’ obligations under Section 7.6 shall continue
for the benefit of the retiring Trustee.


 


Section 7.8.       Successor
Trustee by Merger, Etc. If the Trustee or any Agent consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business (including this transaction) to, another corporation, the successor
corporation without any further act shall be the successor Trustee or any Agent, as applicable, without the execution or
filing of any instrument or paper or the performance of any further act.


 


Section 7.9.       Eligibility;
Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and doing business
under the laws of the United States or of any state thereof that is authorized under such laws to exercise corporate trust
powers and that is subject to supervision or examination by federal or state authorities. Such Trustee (or its parent)
together with its Affiliates shall at all times have a combined capital surplus of at least $50.0 million as set forth in its
most recent annual report of condition.


 


Section 7.10.     Appointment
of Authenticating Agent. 


 


(a)            At
any time when any of the Notes remain outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to the
Notes which shall be authorized to act on behalf of the Trustee to authenticate the Notes and the Trustee shall give written notice
of such appointment to all Holders of Notes, in the manner provided for in Section 12.2. Notes so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Any such appointment shall be evidenced by an instrument in writing signed by the Trustee, and a copy of such instrument shall
be promptly furnished to the Issuers. Wherever reference is made in this Indenture to the authentication and delivery of Notes
by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee
by an Authenticating Agent.


 






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(b)            Each
Authenticating Agent shall be reasonably acceptable to the Issuers and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of at least $50.0 million and subject to supervision or examination
by federal or state authority. If such corporation publishes or files reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the purposes of this Section 7.10, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published or filed. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section 7.10, it shall resign immediately in the manner and with the effect specified in this Section 7.10.


 


(c)            Any
corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation
succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating
Agent; provided that such corporation shall be otherwise eligible under this Section 7.10, without the execution or
filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.


 


(d)            An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuers. The Trustee may
at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to
the Issuers. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 7.10, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Issuers and shall give written notice of such appointment to all Holders
of Notes, in the manner provided for in Section 12.2. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally
named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 7.10.


 


(e)            The
Issuers agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.


 


Section 7.11.     Spanish
Provisions in Relation to the Spanish Liens.


 


(a)            By
their acceptance of the Notes and the Guarantees thereof, the Holders hereby authorize and direct the Trustee to execute and deliver
the Spanish Liens in which the Trustee is named as a party, including any Spanish Liens executed after the Issue Date (expressly
including appearing before Spanish notaries to grant or execute any Spanish Public Document or private document related to this
mandate and, specifically, those deemed necessary or appropriate according to the mandate received (including, but not limited
to, amendments or ratifications of this Indenture, the Guarantees or any other document related thereto, all the above with express
faculties of self-contracting (subcontratación), sub-empowering (subdelegación) or multiple representation
(multirepresentación)). It is hereby expressly acknowledged and agreed that, in doing so, the Trustee is not responsible
for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any
purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under, the Spanish
Liens, the Trustee shall have all of the rights, immunities, indemnities and other protections granted to it under this Indenture
(in addition to those that may be granted to it under the terms of such other agreement or agreements).


 






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(b)            The
Holders shall, if so requested by the Trustee in relation to any eventual enforcement of any Spanish Liens, (i) grant a power
of attorney in favor of the Trustee entitling it to grant, perfect, register, novate, enforce and/or cancel the relevant Spanish
Liens and (ii) notarize and apostille, at their own cost, such power of attorney before a notary public in their jurisdiction
of incorporation (if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the
proper legalization process in order for such power of attorney to be valid in Spain). Neither the Trustee nor the Notes Collateral
Agent shall have any liability for any failure of the Holders to grant a power of attorney or to otherwise execute, notarize, and
apostille any document required in order for the Trustee or Notes Collateral Agent to exercise any rights, remedies, powers or
discretions in respect of the Spanish Liens.


 


ARTICLE VIII

DEFEASANCE; DISCHARGE OF THIS INDENTURE


 


Section 8.1.       Option
to Effect Legal Defeasance or Covenant Defeasance. The Issuers may, by delivery of an Officer’s Certificate, at
their option and at any time, elect to have either Section 8.2 or Section 8.3 applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article VIII.


 


Section 8.2.       Legal
Defeasance. Upon the Issuers’ exercise under Section 8.1 of the option applicable to this Section 8.2,
the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.4, be deemed to have been
discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are
satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and
the Guarantors shall be deemed to have paid and discharged the entire Obligations represented by the Notes and the
Guarantees, which shall thereafter be deemed to be outstanding only for the purposes of Section 8.5 and the other
Sections of this Indenture referred to in Section 8.2(a) and Section 8.2(b), and to have satisfied all of its
other Obligations under such Notes, Guarantees and this Indenture (and the Trustee, on written demand of and at the expense
of the Issuers, shall execute instruments acknowledging the same), and this Indenture shall cease to be of further effect as
to all such Notes and Guarantees, except for the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of,
and interest and premium, if any, on such Notes when such payments are due from the trust funds referred to in
Section 8.4(1) (but not a Change of Control Payment or the payment pursuant to a Collateral Disposition Offer or
Net Proceeds Offer); (b) the Issuers’ obligations with respect to such Notes under Section 2.2,
Section 2.3, Section 2.4, Section 2.7, Section 2.10, and Section 4.2; (c) the rights, powers,
trust, duties, immunities and indemnities of the Trustee, including without limitation thereunder, under Section 7.6,
Section 8.5 and Section 8.7, and the obligations of the Issuers and the Guarantors in connection therewith; and
(d) the provisions of this Article VIII.


 


Subject to compliance
with this Article VIII, the Issuers may exercise their option under this Section 8.2 notwithstanding the prior exercise
of their option under Section 8.3. If the Issuers exercise the Legal Defeasance option, the Liens on the Collateral will be
released and the Guarantees in effect at such time will automatically be released.


 






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Section 8.3.       Covenant
Defeasance. Upon the Issuers’ exercise under Section 8.1 of the option applicable to this Section 8.3,
the Issuers shall, subject to the satisfaction of the conditions set forth in Section 8.4 below, be released from their
obligations under Section 4.3, Section 4.5, Section 4.7, Section 4.8, Section 4.9,
Section 4.10, Section 4.11, Section 4.12, Section 4.13, Section 4.15, Section 4.16 and
Section 5.1(a)(3) on and after the date the conditions set forth below are satisfied (hereinafter,
 “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 such Notes
shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes, Holdings, the Issuers or any of their Subsidiaries may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of
any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not constitute a Default or Event of Default under
Section 6.1, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected
thereby.


 


If the Issuers exercise the Covenant Defeasance
option, the Liens on the Collateral will be released and the Guarantees in effect at such time will automatically be released.


 


Section 8.4.       Conditions
to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.2 or
Section 8.3 to the outstanding Notes:


 


(1)       the
Issuers must irrevocably deposit with the Trustee, as trust funds, in trust solely for the benefit of the Holders, U.S. legal tender,
U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment
of interest) to pay the principal of and interest, if any, on the outstanding Notes on the stated date for payment thereof or on
the applicable redemption date, as the case may be;


 


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


 


(A)         the
Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or


 


(B)          since
the Issue Date, there has been a change in the applicable U.S. federal income tax law,


 


in either case to the effect
that, and based thereon this Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the beneficial
owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the
Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;


 


(3)       in
the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States confirming
that, subject to customary assumptions and exclusions, the beneficial owners of the outstanding Notes will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of the 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;


 






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


 


(5)            the
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other
material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased,
discharged or replaced) to which Holdings, the Issuers or any of their Subsidiaries are parties or by which Holdings, the Issuers
or any of their Subsidiaries are bound or, if such breach, violation or default would occur, such breach, violation or default
is waived as of, and for all purposes, on and after, the date of such deposit; and


 


(6)            the
Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that the conditions
precedent provided for in Section 8.4(1) through Section 8.4(5) have been complied with; provided that
the opinion with respect to the condition in Section 8.4(5) may be limited to a review of instruments certified by an
Officer as being the only material instruments of the Issuers.


 


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


 


Section 8.5.            Deposited
Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6, all
U.S. legal tender and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.5, the “Deposit Trustee”) pursuant to Section 8.4
or Section 8.8 in respect of the outstanding Notes shall be held in trust, shall not be invested, and shall be applied by
the Deposit Trustee in accordance with the provisions of such Notes and this Indenture to the payment, either directly or through
any Paying Agent (including Holdings, the Issuers or any Subsidiary acting as Paying Agent) as the Deposit Trustee may determine,
to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest,
if any, but such money need not be segregated from other funds except to the extent required by law.


 


The Issuers shall pay
and indemnify the Deposit Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable
U.S. Government Obligations deposited pursuant to Section 8.4 or Section 8.8 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding
Notes.


 


Anything in this Article VIII
to the contrary notwithstanding, the Deposit Trustee shall deliver or pay to the Issuers from time to time upon the written request
of the Issuers and be relieved of all liability with respect to any U.S. legal tender or non-callable U.S. Government Obligations
held by it as provided in Section 8.4 or Section 8.8 which are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance or satisfaction and discharge, as the case may
be.


 


Section 8.6.            Repayment
to Issuers. Subject to applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuers,
in trust (or, if the concept of trust is not recognized under such Issuer’s jurisdiction, as an agent) for the payment of
the principal of, premium, if any, or interest, if any, 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 Issuers on their written request or (if then
held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Issuers for payment thereof; and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such repayment, may at the direction and expense of the
Issuers cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification
or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuers.


 






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Section 8.7.            Reinstatement.
If the Trustee or Paying Agent is unable to apply any U.S. dollars or U.S. Government Obligations in accordance with Section 8.2,
Section 8.3 or Section 8.8, as the case may be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the obligations of the Issuers and the Guarantors under
this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.2, Section 8.3
or Section 8.8 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2,
Section 8.3 or Section 8.8, as the case may be; provided, however, that if the Issuers make any payment
of principal of, premium, if any, or interest on any Note following the reinstatement of their obligations, the Issuers shall
be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying
Agent.


 


Section 8.8.            Satisfaction
and Discharge. This Indenture and the Security Documents will be discharged and will cease to be of further effect (except
as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, defaced, destroyed, lost
or stolen Notes, (iii) rights of Holders to receive payments of principal thereof and interest thereon and (iv) the
rights, protections, indemnities and immunities of the Trustee and the specific obligations set forth in this Section 8.8)
as to all outstanding Notes and security granted for the Notes and the Guarantees when either:


 


(1)            all
the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and
Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuers (or, if the concept of
trust is not recognized under such Issuer’s jurisdiction, as an agent) and thereafter repaid to the Issuers or discharged
from this trust) have been delivered to the Trustee for cancellation; or


 


(2)            (A)            all
Notes not delivered to the Trustee for cancellation otherwise (i) have become due and payable, (ii) will become due and
payable, or may be called for redemption, within one year or (iii) have been called for redemption pursuant to Section 3.7
and, in any case, the Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds, in trust solely
for the benefit of the Holders, U.S. legal tender, 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 (including all
principal and accrued and unpaid interest, if any) on the Notes not theretofore delivered to the Trustee for cancellation (provided
that if such redemption is made as provided under Section 3.7(a), (x) the amount of cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable
Premium calculated as of the date of such deposit and (y) if there is an adjustment to the Applicable Premium, the Issuers
must provide notice of such updated redemption amount to the Holders (with a copy to the Trustee) no later than two Business Days
prior to such redemption date and the depositor must irrevocably deposit or cause to be deposited additional money in trust on
the redemption date as necessary to pay the Applicable Premium as determined by such date) (any such amount, the “Applicable
Premium Deficit”) (it being understood that any satisfaction and discharge shall be subject to the condition subsequent
that such Applicable Premium Deficit is in fact paid); provided that the Trustee shall have no liability whatsoever in the
event that such Applicable Premium Deficit is not in fact paid after any satisfaction and discharge of this Indenture and that
any Applicable Premium Deficit will 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 will be applied toward such redemption;


 






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(B)            the
Issuers have paid or caused to be paid all other sums payable by them under this Indenture; and


 


(C)            the
Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at
maturity or on the date of redemption, as the case may be.


 


In addition, the Issuers
must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to the
satisfaction and discharge of this Indenture have been complied with. Upon the satisfaction and discharge of this Indenture, all
Liens on the Collateral securing the Notes and all Guarantees then in effect will be automatically released (without the need for
any action by any party), and the Trustee and Notes Collateral Agent shall execute acknowledgements thereof upon the reasonable
request of the Issuer.


 


After the Notes are
no longer outstanding, the Issuers’ and the Guarantors’ obligations in Section 7.6, Section 8.5 and Section 8.7
shall survive any discharge pursuant to this Section 8.8.


 


After such delivery
or irrevocable deposit and receipt of the Officer’s Certificate and Opinion of Counsel, the Trustee, upon written request,
shall acknowledge in writing the discharge of the Issuers’ obligations under the Notes and this Indenture except for those
surviving obligations specified above.


 


ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.1.            Without
Consent of Holders of the Notes.


 


(a)            Notwithstanding
Section 9.2, Holdings, the Issuers, any other Guarantor (with respect to a Guarantee, this Indenture or any Security Documents
to which they are parties), the Trustee and the Notes Collateral Agent (as applicable) may amend this Indenture, the Guarantees,
the Notes or any Security Document without the consent of any Holder:


 


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


 


(2)            to
provide for uncertificated Notes in addition to or in place of certificated Notes (provided that such uncertificated Notes
are issued in registered form for purposes of Section 163(f) of the Code);


 


(3)            to
provide for the assumption of the Issuers’ or a Guarantor’s (including Holdings’) obligations to the Holders
under this Indenture and under the Security Documents in the case of a merger, amalgamation, consolidation or sale of all or substantially
all of the Issuers’ or such Guarantor’s (including Holdings’) assets, or sale, lease, transfer, conveyance or
other disposition or assignment in accordance with Section 5.1, including the addition of any co-Issuer of the Notes;


 






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(4)            to
add any Guarantee or Guarantor or to effect the release of any Subsidiary Guarantor from any of its obligations under its Guarantee
or the provisions of this Indenture (to the extent in accordance with this Indenture);


 


(5)            to
make any change that would provide any additional rights or benefits to the Holders or does not materially adversely affect the
rights of any Holder;


 


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


 


(7)            to
make any change in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulations S or to institutional
accredited investors;


 


(8)            to
make any change to this Indenture relating to the transfer and legending of Notes as permitted by this Indenture;


 


(9)            to
evidence and provide for the acceptance of appointment by a successor Trustee or a successor Notes Collateral Agent;


 


(10)           to
conform the text of this Indenture, the Notes, the Guarantees or the Security Documents to any provision of the “Description
of notes” contained in the Offering Memorandum, to the extent that such provision in such “Description of notes”
was intended to be a substantially verbatim recitation of a provision of this Indenture, the Notes, the Guarantees or the Security
Documents, as evidenced by an Officer’s Certificate of the Issuers;


 


(11)           to
provide for the issuance of Additional Notes and related Guarantees (and the grant of security for such Additional Notes and Guarantees)
in accordance with this Indenture and the Intercreditor Agreements;


 


(12)           to
make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any
release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents;


 


(13)           to
grant any Lien for the benefit of the holders of any future Pari Passu Notes Lien Indebtedness, Pari Passu ABL Lien Indebtedness
or Junior Lien Indebtedness (including by amending any existing Security Document) in accordance with and as permitted by the terms
of this Indenture and the Intercreditor Agreements (and, with respect to Junior Lien Indebtedness, any Junior Lien Intercreditor
Agreement);


 


(14)           to
add additional secured parties to the Intercreditor Agreements to the extent Liens securing obligations held by such parties are
permitted under this Indenture;


 






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(15)           to
mortgage, pledge, hypothecate or grant a Lien in favor of the Notes Collateral Agent for the benefit of the Trustee and the Holders
as additional security for the payment and performance of the Issuers’ and any Guarantor’s Obligations under this Indenture,
in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security
interest is required to be granted to the Trustee or the Notes Collateral Agent in accordance with the terms of this Indenture
or otherwise; or


 


(16)           to
provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial
in nature) and the Intercreditor Agreements in connection with an amendment, renewal, extension, substitution, refinancing, restructuring,
replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture,
the Intercreditor Agreements and the relevant Security Documents.


 


(b)            The
Holders of the Notes shall be deemed to have consented for purposes of the Security Documents and the Intercreditor Agreements
to any of the following amendments, waivers and other modifications to the Security Documents and the Intercreditor Agreements:


 


(1)            (A) to
add other parties (or any authorized agent thereof or trustee therefor) holding Pari Passu Notes Lien Indebtedness that are incurred
in compliance with the Term Loan Credit Facility, the ABL Credit Facility and the Notes Documents and (B) to establish that
the Liens on any Collateral securing such Pari Passu Notes Lien Indebtedness shall rank equally with the Liens on such Collateral
securing the Obligations under this Indenture, the Notes and the Guarantees;


 


(2)            (A) to
add other parties (or any authorized agent thereof or trustee therefor) holding Pari Passu ABL Lien Indebtedness that is incurred
in compliance with the Term Loan Credit Facility, the ABL Credit Facility and the Notes Documents, (B) to establish that the
Liens on any Collateral securing such Pari Passu ABL Lien Indebtedness shall rank equally with the Liens on such Collateral securing
the ABL Obligations and senior to the Liens on such ABL Priority Collateral securing any Obligations under this Indenture, the
Notes and the Guarantees, all on the terms provided for in the Intercreditor Agreements in effect immediately prior to such amendment,
and (C) to establish that the Liens on any Pari Passu Priority Collateral securing such Pari Passu ABL Lien Indebtedness shall
be junior and subordinated to the Liens on such Pari Passu Priority Collateral securing any Obligations under this Indenture, the
Notes and the Guarantees, all on the terms provided for in the Intercreditor Agreements in effect immediately prior to such amendment;


 


(3)            to
establish that the Liens on any ABL Priority Collateral securing any Indebtedness replacing the ABL Credit Facility permitted to
be incurred under Section 4.9(b)(1) shall be senior to the Liens on such ABL Priority Collateral securing any Obligations
under this Indenture, the Notes and the Guarantees, and that any Obligations under this Indenture, the Notes and the Guarantees
shall continue to be secured on a first-priority basis by the Pari Passu Priority Collateral and on a second-priority basis on
the ABL Priority Collateral; and


 


(4)            upon
any cancellation or termination of the ABL Credit Facility without a replacement thereof, to establish that the ABL Priority Collateral
shall become Pari Passu Priority Collateral.


 


(c)            Any
such additional party added pursuant to Section 9.1(b), the Term Loan Collateral Agent, the ABL Collateral Agent, the Trustee
and the Notes Collateral Agent shall be entitled to rely upon an Officer’s Certificate certifying that such Pari Passu Notes
Lien Indebtedness or Pari Passu ABL Lien Indebtedness, as the case may be, was issued or borrowed in compliance with the Term Loan
Credit Facility, the ABL Credit Facility and the Notes Documents, and no Opinion of Counsel shall be required in connection therewith.


 


(d)            The
Holders also shall be deemed to have authorized and directed the Trustee and the Notes Collateral Agent to, and to have otherwise
consented for purposes of this Indenture, the Security Documents and the Intercreditor Agreements to the execution and delivery
by the Trustee and the Notes Collateral Agent of a Junior Lien Intercreditor Agreement to the extent it is approved by the Term
Loan Collateral Agent and the ABL Collateral Agent, respectively, or, if the Term Loan Credit Facility and the ABL Credit Facility,
respectively, have been replaced, any other agent for the creditors of the Term Loan Obligations and the ABL Obligations, respectively.
Upon execution of the Junior Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement shall be considered a “Security
Document.”


 






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(e)            After
an amendment under this Indenture, the Security Documents or the Intercreditor Agreements becomes effective, the Issuers shall
deliver to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders,
or any defect therein, will not impair or affect the validity of the amendment. Disclosure of any such amendment in a filing made
with the SEC shall constitute delivery to Holders of the Notes of such notice.


 


Section 9.2.            With
Consent of Holders of Notes. Except as otherwise provided in this Section 9.2, this Indenture, the Guarantees, the Notes
or the Security Documents (subject to compliance with the Intercreditor Agreements) may be amended or supplemented with the consent
(which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of at least
a majority in principal amount of the Notes then outstanding, other than Notes beneficially owned by Holdings, the Issuers and
their Affiliates, and any existing Default under, or compliance with any provision of, this Indenture, the Notes, the Guarantees
or the Security Documents may be waived with the consent (which may include consents obtained in connection with a tender offer
or exchange offer for Notes) of the Holders of a majority in principal amount of the Notes then outstanding, other than Notes
beneficially owned by Holdings, the Issuers and their Affiliates; provided, however, that without the consent of
each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):


 


(1)            reduce,
or change the maturity of, the principal of any Note;


 


(2)            reduce
the rate of or extend the time for payment of interest on any Note;


 


(3)            reduce
any premium payable upon redemption of the Notes or change the date on which any Notes are subject to redemption (other than the
notice provisions) or waive any payment with respect to the redemption of the Notes; provided, however, that solely
for the avoidance of doubt, and without any other implication, any purchase or repurchase of Notes (including pursuant to Section 4.10
and Section 4.13) shall not be deemed a redemption of the Notes;


 


(4)            make
any Note payable in money or currency other than that stated in the Notes;


 


(5)            modify
or change any provision of this Indenture or the related definitions to affect the ranking of the Notes or any Guarantee in a manner
that adversely affects the Holders;


 


(6)            reduce
the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Notes;


 


(7)            waive
a Default or Event of Default in the payment of principal of, or premium or interest, if any, on any Notes (except a rescission
of acceleration of the Notes by the Holders thereof as provided in this Indenture and a waiver of the Payment Default with respect
to the Notes that resulted from such acceleration);


 


(8)            modify
the contractual rights of Holders to receive payments of principal of, or premium or interest, if any, on the Notes on or after
the due date therefor or to institute suit for the enforcement of any payment on the Notes; provided, however, that
solely for the avoidance of doubt, and without any other implication, this provision is not impacted by changes or amendments to
Section 4.10 and Section 4.13;


 






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(9)            release
any Guarantor from any of its Obligations under its Guarantee or this Indenture, except as permitted by this Indenture;


 


(10)           modify
or change the obligation of the Issuers to make and consummate a Collateral Disposition Offer with respect to any Asset Sale of
Pari Passu Priority Collateral in accordance with Section 4.10 after the obligation to make such a Collateral Disposition
Offer has arisen; or


 


(11)           make
any change in these amendment and waiver provisions.


 


In addition, without
the consent of the Holders of at least 662⁄3% of the principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), no amendment, supplement
or waiver may amend any of the Security Documents or this Indenture if such amendment, supplement or waiver has the effect of releasing
all or substantially all of the Collateral from the Liens of this Indenture or any Security Document.


 


It shall not be necessary
for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver,
but it shall be sufficient if such consent approves the substance thereof.


 


Section 9.3.            Revocation
and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note
is a continuing consent by the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent is not made on the Note. However, any such Holder
or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date
the waiver, supplement or amendment becomes effective. When an amendment, supplement or waiver becomes effective in accordance
with its terms, this Indenture shall be modified in accordance therewith, and such amendment, supplement or waiver shall form
a part of this Indenture for all purposes, and it thereafter binds every Holder. The Issuers may, but shall not be obligated to,
fix a record date for determining which Holders consent to such amendment, supplement or waiver.


 


Section 9.4.            Notation
on or Exchange of Notes. The Issuers, or the Trustee and the direction of the Issuers, may place an appropriate notation about
an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the
Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver. Failure to make the appropriate notation
or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 


Section 9.5.            Trustee
to Sign Amendments, Etc. The Trustee and the Notes Collateral Agent (if applicable) shall sign any amended or
supplemental indenture or other amendment authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee or the Notes Collateral Agent, as
applicable.


 


Section 9.6.            Officer’s
Certificate and Opinion of Counsel. In connection with any amendment, supplement or waiver, in signing or refusing to sign
any such amendment, supplement or waiver, or in providing its consent to any amendment, supplement or waiver, the Trustee and
the Notes Collateral Agent (as applicable) shall be entitled to receive (and, subject to Section 7.1, shall be fully protected
in relying upon) an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent under this
Indenture, the Intercreditor Agreements and any applicable Security Document to such amendment, supplement or waiver have been
satisfied, that such amendment, supplement or waiver is authorized or permitted by this Indenture, the Intercreditor Agreements
and any applicable Security Documents, and, with respect to such Opinion of Counsel, that such amendment, supplement or waiver
is the legal, valid and binding obligation of the parties thereto, enforceable against it in accordance with its terms.


 






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ARTICLE X

collateral


 


Section 10.1.           The
Collateral.


 


(a)            The
Issuers and the Guarantors hereby appoint Wilmington Trust, National Association to act as Notes Collateral Agent, and each Holder,
by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Notes Collateral
Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding
any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Notes Collateral
Agent shall be ministerial and administrative in nature, and the Notes Collateral Agent shall not have any duties or responsibilities,
except those expressly set forth herein and in the Security Documents to which the Notes Collateral Agent is a party, nor shall
the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the
Issuers or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read
into this Indenture or the Security Documents or otherwise exist against the Notes Collateral Agent. Without limiting the generality
of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent
is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties. From and after the Issue Date, the due and punctual payment of the principal
of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether
on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal
of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees thereof and performance of all other
obligations under this Indenture, including, without limitation, the obligations of the Issuers set forth in Section 7.6 and
Section 8.5 herein, and the Notes and the Guarantees thereof and the Security Documents, shall be secured by (i) first-priority
Liens and security interests on the Pari Passu Priority Collateral and (ii) second-priority Liens and security interests on
the ABL Priority Collateral (in each case subject to Permitted Liens), as and to the extent provided in the Security Documents,
which the Issuers and the Guarantors, as the case may be, will enter into on the Issue Date, and at such time, will be secured
pursuant to the Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. The
Collateral will also secure the Issuers’ and the Guarantors’ Obligations under the ABL Credit Facility, Pari Passu
Notes Lien Indebtedness (including the Term Loan Obligations) and Pari Passu ABL Lien Indebtedness as provided in the Intercreditor
Agreements and any Junior Lien Indebtedness as provided under the Junior Lien Intercreditor Agreement, if any. The Issuers and
the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral on behalf of and for the benefit of all of
the Holders, the Trustee and the Notes Collateral Agent, in each case pursuant to the terms of the Security Documents, and the
Notes Collateral Agent and the Trustee are hereby directed and authorized by the Holders to execute and deliver the Intercreditor
Agreements and the other Security Documents, as applicable.


 






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(b)            Each
Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the terms of the Security
Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be
in effect or may be amended from time to time in accordance with their terms, agrees to the appointment of the Notes Collateral
Agent and authorizes and directs the Notes Collateral Agent (i) to enter into the Security Documents (including, without limitation,
the Intercreditor Agreements and the Junior Lien Intercreditor Agreement, if any), whether executed on or after the Issue Date,
and perform its obligations and exercise its rights, powers and discretions under the Security Documents in accordance therewith
(expressly including appearing before Spanish notaries to grant or execute any Spanish Public Document or private document related
to this mandate and, specifically, those deemed necessary or appropriate according to the mandate received (including, but not
limited to, amendments or ratifications of this Indenture, the Guarantees or any other document related thereto, all the above
with express faculties of self-contracting (subcontratación), sub-empowering (subdelegación) or multiple
representation (multirepresentación)), (ii) make the representations of the Holders set forth in the Security
Documents (including, without limitation, the Intercreditor Agreements and the Junior Lien Intercreditor Agreement, if any), and
(iii) bind the Holders on the terms as set forth in the Security Documents (including, without limitation, the Intercreditor
Agreements and the Junior Lien Intercreditor Agreement, if any).


 


(c)            The
Trustee, the Notes Collateral Agent and each Holder, by accepting the Notes and the Guarantees thereof acknowledges that, as more
fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all
the Holders, the Notes Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect
of the Trustee, the Notes Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security
Documents and actions that may be taken thereunder.


 


(d)            For
the purposes of any grant of any Lien under the laws of the Province of Québec, Canada, which may now or in the future be
required to be provided by any Issuer and Guarantor, Wilmington Trust, National Association, as Notes Collateral Agent, is hereby
irrevocably authorized and appointed by each of the Issuers and Guarantors hereto to act as hypothecary representative (within
the meaning of Article 2692 of the Civil Code of Québec) for all present and future Secured Parties (in such
capacity, the “Hypothecary Representative”) in order to hold any hypothec granted under the laws of the Province
of Québec, Canada and to exercise such rights and duties as are conferred upon the Hypothecary Representative under the
relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties). Each of the Holders, the
Trustee and the Notes Collateral Agent, by its respective acceptance of the Notes and the Guarantees thereof, irrevocably confirms,
consents and agrees to such appointment. The execution prior to the date hereof by the Notes Collateral Agent in its capacity as
the Hypothecary Representative of any deed of hypothec or other Security Documents made pursuant to the laws of the Province of
Québec, Canada is hereby ratified and confirmed. Any Person who becomes a Secured Party or successor Notes Collateral Agent
shall be deemed to have consented to and ratified the foregoing appointment of the Notes Collateral Agent as the Hypothecary Representative
on behalf of all Secured Parties, including such Person and any Affiliate of such Person designated above as a Secured Party. For
greater certainty, the Notes Collateral Agent, acting as the Hypothecary Representative, shall have the same rights, powers, immunities,
indemnities and exclusions from liability as are prescribed in favor of the Notes Collateral Agent in this Indenture, which shall
apply mutatis mutandis. In the event of the resignation of the Notes Collateral Agent (which shall include its resignation
as the Hypothecary Representative) and appointment of a successor Notes Collateral Agent, such successor Notes Collateral Agent
shall also act as the Hypothecary Representative, as contemplated above.


 


(e)            To
the extent any such Lien or security interest is not perfected by the Issue Date, the Issuers and the applicable Guarantors will
use their commercially reasonable efforts to perform all acts and things that may be required, including obtaining any required
consents from third parties, to have all Liens and security interests in the Collateral duly created and enforceable and perfected,
to the extent required by this Indenture and the Security Documents.


 






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Section 10.2.           Maintenance
of Collateral; Further Assurances.


 


(a)            The
Issuers and the Guarantors (i) shall maintain the Collateral in good, safe and insurable operating order, condition and repair
(ordinary wear and tear excepted) and to do all other acts as may be reasonably necessary or appropriate to maintain and preserve
the Collateral and (ii) shall pay all real estate and other taxes (except such as are being contested in good faith and by
appropriate negotiations or proceedings), and maintain in full force and effect all material permits and certain insurance coverages.


 


(b)            The
Issuers and the Guarantors shall execute any and all further documents, financing statements or analogous, agreements and instruments,
and take all further actions that may be required under applicable law, or that the Notes Collateral Agent or the Trustee may reasonably
request, in order to grant, preserve, protect and perfect and render opposable to third parties the validity and priority of the
security interests and Liens created or intended to be created by the Security Documents in the Collateral (including, without
limitation, the notarization of the Spanish Liens and the delivery of notifications to counterparties thereunder). In addition,
from time to time, the Issuers and the Guarantors will reasonably promptly secure the obligations under this Indenture and Security
Documents by pledging or creating, or causing to be pledged or created, perfected or rendered opposable to third parties security
interests and Liens with respect to the Collateral to the extent required by this Indenture and/or the Security Documents.


 


Section 10.3.           After-Acquired
Property. Upon the acquisition by any of the Issuers or the Guarantors after the Issue Date of any assets (other than U.S.
Excluded Assets, Excluded Pension Assets or assets that are excluded from the Collateral pursuant to the Guaranty and Security
Principles), the Issuers or such Guarantor shall execute and deliver such Mortgages, security instruments, financing statements
or analogous filings and such certificates, title insurance policies, surveys and opinions as are required under this Indenture
or any Security Document to vest in the Notes Collateral Agent a perfected security interest, with the priority required by this
Indenture and the Security Documents, subject only to Permitted Liens, in such after-acquired property and to have such after-acquired
property added to the Collateral, and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral
shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect.


 


Section 10.4.           Impairment
of Security Interest. Neither Holdings nor any of its Restricted Subsidiaries will grant any Person, or permit any Person
to retain (other than the Notes Collateral Agent), any Liens on the Collateral, other than Permitted Liens. The Issuers and each
Guarantor will, at their sole cost and expense, execute and deliver all such agreements and instruments as necessary, or as the
Trustee or the Notes Collateral Agent may reasonably request, to more fully or accurately describe the assets and property intended
to be Collateral or the Obligations intended to be secured by the Security Documents.


 


Section 10.5.           Real
Estate Mortgages and Filings.


 


With respect to any
Mortgaged Property located in the United States and owned on the Issue Date that forms a part of the Collateral which is required
to be mortgaged to the Notes Collateral Agent in accordance with the requirements of this Indenture and/or the Security Documents,
within 90 days after the Issue Date or as soon as practicable thereafter using commercially reasonable efforts, or in the case
of Mortgaged Property acquired after the Issue Date, within 90 days after the acquisition thereof or as soon as practicable thereafter
using commercially reasonable efforts, the applicable Issuer or Guarantor shall deliver to the Notes Collateral Agent the following:


 


(1)            a
fully executed counterpart of a Mortgage covering the applicable Mortgaged Property, in accordance with the requirements of this
Indenture, duly executed by the applicable Issuer or such Guarantor, together with (a) satisfactory evidence of the completion
(or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees
in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected first priority
lien, subject to no Liens other than Permitted Liens and (b) evidence of the payment in full by the applicable Issuer or the
applicable Guarantor of all mortgage tax, recording fees and all title search and premiums and examination costs (or that satisfactory
arrangements for such payments have been made);


 






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(2)            with
respect to each Mortgaged Property, to the extent delivered to the Term Loan Collateral Agent in connection with the Term Loan
Credit Facility, a policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the Notes
Collateral Agent and its successors and/or assigns, in the form and amount consistent with the title insurance policies issued
under the Term Loan Credit Facility paid for by the Issuers, issued by a nationally recognized title insurance company insuring
the Lien of such Mortgage as a valid first priority Lien (subject to Permitted Liens) on the applicable real property described
therein, together with such endorsements, coinsurance and reinsurance as delivered under the Term Loan Credit Facility;


 


(3)            such
surveys (or any updates or affidavits that the title insurance company may reasonably require in connection with the issuance of
the title insurance policies and sufficient for the title insurance company to remove the standard survey exception and issue the
survey-related endorsements) in the form consistent with the surveys delivered under the Term Loan Credit Facility;


 


(4)            with
respect to each Mortgaged Property, an executed legal opinion in form and substance reasonably acceptable to the Notes Collateral
Agent and consistent with the opinions delivered under the Term Loan Credit Facility;


 


(5)            such
other documents, affidavits, certificates, instruments, agreements and other items as shall be reasonably required to comply with
Section 10.5(1) through Section 10.5(4), and necessary to perfect the Notes Collateral Agent’s security interest,
with the lien priority required by this Indenture in such Mortgaged Properties; and


 


(6)            delivery
to the Notes Collateral Agent and the Trustee an Officer’s Certificate of the Issuers stating that the Issuers and the applicable
Guarantors have satisfied their obligations under this Section 10.5 (upon which the Notes Collateral Agent and the Trustee
may conclusively rely).


 


Section 10.6.           Release
of Liens on the Collateral.


 


(a)            The
Liens on the Collateral securing the Notes will automatically and without the need for any further action by any Person be released:


 


(1)            in
whole, upon payment in full of the principal of, accrued and unpaid interest and premium, if any, on the Notes;


 


(2)            in
whole upon:


 


(A)            a
Legal Defeasance or Covenant Defeasance as set forth in Article VIII; or


 


(B)            the
satisfaction and discharge of this Indenture as set forth in Section 8.8;


 


(3)            in
part, as to any property constituting Collateral that (A) is sold, transferred or otherwise disposed of by the Issuers or
any Guarantor (other than to the Issuers or another Guarantor) in a transaction not prohibited by this Indenture or the Security
Documents at the time of such sale, transfer or disposition or (B) is owned or at any time acquired by a Subsidiary Guarantor
that has been released from its Guarantee in accordance with this Indenture, concurrently with the release of such Guarantee (including
in connection with the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary);


 






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(4)            in
whole or in part, as applicable, in accordance with the provisions set forth in Article IX;


 


(5)            in
part, in accordance with the applicable provisions of the Security Documents and the Intercreditor Agreements;


 


(6)            in
whole or in part, as applicable, as to all or any part of the Collateral that has been taken by eminent domain, condemnation or
other similar circumstances;


 


(7)            if
and to the extent any Collateral becomes a U.S. Excluded Asset, Excluded Pension Assets or is excluded pursuant to the Guaranty
and Security Principles;


 


(8)            as
to the Collateral of any Guarantor, if and to the extent any Guarantor becomes an Excluded Subsidiary; or


 


(9)            as
ordered pursuant to applicable law under a final and non-appealable order or judgment of a court of competent jurisdiction;


 


provided that, in the case of any
release in whole pursuant to Section 10.6(a)(1) and Section 10.6(a)(2) above, all amounts owing to the Trustee
and the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreements
have been paid in full.


 


(b)            To
the extent required by this Indenture for the release of properties that constitute Collateral, the Issuers and each applicable
Guarantor will furnish to the Trustee and the Notes Collateral Agent, prior to each proposed release of such Collateral pursuant
to the Security Documents and this Indenture, an Officer’s Certificate and an Opinion of Counsel confirming that all conditions
precedent provided for in this Indenture and the Security Documents relating to the release of Collateral have been complied with.


 


(c)            Upon
compliance by the Issuers or the Guarantors, as the case may be, with the conditions precedent set forth above, the Trustee, the
Term Loan Collateral Agent or the Notes Collateral Agent shall (at the request and expense of the Issuers or the Guarantors) promptly
execute and deliver such releases or other documents or otherwise authorize the filing of such documents prepared by the Issuers
or the Guarantors in order to cause to be released and reconveyed to the Issuers or the applicable Guarantors, as the case may
be, the released Collateral.


 


(d)            In
addition to the foregoing, in the event that the Issuers or any Guarantor has any Collateral or intends to have any Collateral
subject to a Permitted Lien, and the Company or such Guarantor requests in writing, pursuant to an Officer’s Certificate
and Opinion of Counsel confirming that all conditions precedent hereunder and under the Security Documents to such subordination
of such Collateral have been complied with, that the Trustee or Notes Collateral Agent, as applicable, enter into a subordination
agreement with the holder of such Permitted Lien in order to subordinate the Lien of the Notes Collateral Agent in such Collateral
to the Lien of such holder in such Collateral, the Trustee and the Notes Collateral Agent, as applicable, shall execute, acknowledge
and deliver to the Issuers or such Guarantor or the holder of such Permitted Lien such an instrument of subordination (in the form
prepared by the Company, or the holder of such Permitted Lien and reasonably satisfactory to the Trustee or the Notes Collateral
Agent, as applicable, at the Company’s sole expense) promptly after such written request.


 






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Section 10.7.           Authorization
of Actions to be Taken by the Trustee or the Notes Collateral Agent Under the Security Documents.


 


(a)            Subject
to the provisions of the Security Documents, each of the Trustee or the Notes Collateral Agent may (but shall not be obligated
to), in its sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions it deems necessary
or appropriate in order to (1) enforce any of its rights or any of the rights of the Holders under the Security Documents
and (2) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the
Issuers and the Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents, the Trustee or the Notes
Collateral Agent shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent
any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture,
and such suits and proceedings as the Trustee or the Notes Collateral Agent may deem expedient to preserve or protect its interest
and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain
the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional
or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest
hereunder or be prejudicial to the interests of the Holders or the Trustee).


 


(b)            Neither
the Trustee nor the Notes Collateral Agent shall be responsible for, nor do they make any representation regarding, the existence,
genuineness or value of any of the Collateral or for the validity, sufficiency, perfection, priority or enforceability of the Liens
in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder,
for the ownership, transferability, validity or sufficiency of the Collateral or any agreement or assignment contained therein,
for the validity of the title of the Issuers to the Collateral, for insuring the Collateral or for the payment of taxes, charges,
assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Neither the Trustee nor the Notes
Collateral Agent shall have any responsibility for recording, filing, re-recording or re-filing any financing statement, continuation
statement, termination statement, document, instrument or other notice in any public office at any time or times or to otherwise
take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise.


 


(c)            Where
any provision of this Indenture requires that additional property or assets be added to the Collateral and a security interest
with respect to such property or assets would not be created or perfected without preparation and execution of additional documentation,
the Issuers and each Guarantor shall deliver to the Trustee or the Notes Collateral Agent the following:


 


(1)            a
request from the Issuers that such Collateral be added;


 


(2)            the
form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially
the form of the applicable Security Documents entered into on the Issue Date, with such changes thereto as the Issuers shall consider
appropriate, or in such other form as the Issuers shall deem proper; provided that any such changes or such form are administratively
satisfactory to the Trustee and the Notes Collateral Agent; and


 


(3)            such
financing statements, if any, as the Issuers shall deem necessary to perfect the Notes Collateral Agent’s security interest
in such Collateral.


 






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(d)            The
Trustee and the Notes Collateral Agent, in giving any consent or approval under the Security Documents or in executing any Security
Documents (a “Security Document Action”), shall be entitled to receive, as a condition to such Security Document
Action, a request of the Issuers and, in all cases, an Officer’s Certificate to the effect that all conditions precedent
specified in this Indenture with respect to such Security Document Action have been satisfied and that such Security Document Action
does not violate this Indenture, and the Trustee and the Notes Collateral Agent shall be fully protected in taking such Security
Document Action on the basis of such Officer’s Certificate.


 


(e)            Notwithstanding
anything else to the contrary herein, whenever reference is made in this Indenture or any Security Document to any discretionary
action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other
direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Notes Collateral Agent or to any
election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or
remedies to be made (or not to be made) by the Notes Collateral Agent, it is understood that in all cases the Notes Collateral
Agent shall be fully justified in failing or refusing to take any such action under this Indenture if it shall not have received
such written instruction, advice or concurrence of the Trustee (acting at the direction of the Holders and otherwise in accordance
with this Indenture, the Intercreditor Agreements and other Security Documents), and such indemnity from the Holders as it deems
appropriate. This provision is intended solely for the benefit of the Notes Collateral Agent and its successors and permitted assigns
and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights
or benefits on any party hereto.


 


Section 10.8.           Information
Regarding Collateral.


 


(a)            The
Issuers will furnish to the Notes Collateral Agent, with respect to the Issuers or any Guarantor, prompt written notice of any
change in such Person’s (1) legal name, (2) jurisdiction of organization or formation and head or registered office,
(3) identity or corporate structure or (4) Organizational Identification Number. Promptly upon the occurrence of any
of the foregoing, the Issuers and the Guarantors will make all filings under the Uniform Commercial Code, PPSA and any other applicable
laws that are required by this Indenture and/or the Security Documents in order for the Collateral to be made subject to the Lien
of the Notes Collateral Agent under this Indenture and/or the Security Documents in the manner and to the extent required by this
Indenture or any of the Security Documents, and shall take all necessary action so that such Lien is perfected and rendered opposable
to third parties with the same priority as immediately prior to such change to the extent required by this Indenture and/or the
Security Documents. The Issuers also agree promptly to notify the Notes Collateral Agent in writing if any material portion of
the Collateral is damaged, destroyed or condemned.


 


(b)            The
Issuers shall deliver to the Trustee and the Notes Collateral Agent an Officer’s Certificate attaching supplemental schedules
required under the Security Documents to the extent required under and at the same time as similar supplemental schedules are delivered
to the Term Loan Collateral Agent, and upon the reasonable request of the Notes Collateral Agent (or at any same time as an updated
Perfection Certificate is delivered to the Term Loan Collateral Agent), an updated Perfection Certificate (or, to the extent such
request relates to specified information contained in the Perfection Certificate, such information), or in the case of any non-U.S.
Issuer or Guarantor, updated information relating to the Collateral consistent with such information provided on the Issue Date,
in each case consistent with such Perfection Certificate or information delivered to the Term Loan Collateral Agent.


 


Section 10.9.           Guaranty
and Security Principles. Notwithstanding anything to the contrary in this Article X, and subject to the Security Documents,
the perfection of a security interest in Collateral outside the United States shall be subject to the Guaranty and Security Principles.
Neither the Notes Collateral Agent nor the Trustee shall have any obligation to monitor or verify the compliance by Holdings,
the Issuers or the Guarantors with the Guaranty and Security Principles. In executing and delivering any Security Document after
the Issue Date, the Notes Collateral Agent shall be entitled to receive and conclusively rely upon a the Issuers’ request
given pursuant to Section 10.7(d) to take such Security Document Action, which shall include a certification by the
Issuers that the actions of the Issuers (or applicable Guarantor) in respect of such Collateral, including the execution and delivery
of the subject Security Document, comply with the Guaranty and Security Principles.


 






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Section 10.10.          Regarding
the Notes Collateral Agent.


 


(a)            The
Notes Collateral Agent is authorized and empowered to appoint one or more subagents or co-collateral agents as it deems necessary
or appropriate.


 


(b)            Neither
the Trustee nor the Notes Collateral Agent shall have any obligation whatsoever to the Trustee or any of the Holders to assure
that the Collateral exists or is owned by the Issuers or the Guarantors or is cared for, protected or insured or has been encumbered,
or that the Notes Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected,
maintained or enforced or are entitled to any particular priority, or to determine whether all of the Issuers’ or any Guarantor’s
property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly
and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof
or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue
exercising, any of the rights, authorities and powers granted or available to the Notes Collateral Agent pursuant to this Indenture
or any Security Document other than pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal
amount of the then outstanding Notes or as otherwise provided in the Security Documents.


 


(c)            Notwithstanding
anything to the contrary contained in this Indenture or the Security Documents, in the event the Notes Collateral Agent is entitled
or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral,
the Notes Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any
studies of any property under the Mortgages or take any such other action if the Notes Collateral Agent has determined that the
Notes Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such
property, of any hazardous substances. The Notes Collateral Agent shall at any time be entitled to cease taking any action described
in this Section 10.10(c) if it no longer reasonably deems any indemnity, security or undertaking from the Issuers or
the Holders to be sufficient.


 


(d)            The
Notes Collateral Agent shall not be liable for (i) any action taken or omitted to be taken by it in connection with this Indenture
and the Security Documents or instrument referred to herein or therein, except to the extent that any of the foregoing are found
by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful
misconduct, and (ii) interest on any money received by it except as the Notes Collateral Agent may agree in writing with the
Issuers (and money held in trust by the Notes Collateral Agent shall be segregated from other funds except to the extent required
by law).


 


(e)            The
Notes Collateral Agent shall exercise reasonable care in the custody of any Collateral in its possession or control or in the possession
or control of any agent or bailee or any income thereon. The Notes Collateral Agent shall be deemed to have exercised reasonable
care in the custody of Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it
accords similar property held for its own benefit and shall not be liable or responsible for any loss or diminution in value of
any of the Collateral, including, without limitation, by reason of the act or omission of any carrier, forwarding agency or other
agent or bailee selected by the Notes Collateral Agent in good faith.


 






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(f)            The
parties hereto and the Holders hereby agree and acknowledge that neither the Notes Collateral Agent nor the Trustee shall assume,
be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests,
demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including,
but not limited to, any remediation, corrective action, response, removal or remedial action, or investigation, operations and
maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to
any environmental law as a result of this Indenture, the Security Documents or any actions taken pursuant hereto or thereto. Further,
the parties hereto and the Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture and the
Security Documents, the Notes Collateral Agent or the Trustee may hold or obtain indicia of ownership primarily to protect the
security interest of the Notes Collateral Agent or the Trustee in the Collateral and that any such actions taken by the Notes Collateral
Agent or the Trustee shall not be construed as or otherwise constitute any participation in the management of such Collateral.
In the event that the Notes Collateral Agent or the Trustee is required to acquire title to an asset for any reason, or take any
managerial action of any kind in regard thereto, which in the Notes Collateral Agent’s or the Trustee’s sole discretion
may cause the Notes Collateral Agent or the Trustee to be considered an “owner or operator” under the provisions of
the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et
seq., or otherwise cause the Notes Collateral Agent or the Trustee to incur liability under CERCLA or any other federal, state
or local law, the Notes Collateral Agent and the Trustee reserves the right, instead of taking such action, to either resign as
the Notes Collateral Agent or the Trustee or arrange for the transfer of the title or control of the asset to a court-appointed
receiver. Neither the Notes Collateral Agent nor the Trustee shall be liable to the Issuers, the Guarantors or any other Person
for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of
the Notes Collateral Agent’s or the Trustee’s actions and conduct as authorized, empowered and directed hereunder or
relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time it is necessary
or advisable for property to be possessed, owned, operated or managed by any Person (including the Notes Collateral Agent or the
Trustee) other than the Issuers or the Guarantors, subject to the terms of the Security Documents, a majority in interest of Holders
shall direct the Notes Collateral Agent or the Trustee to appoint an appropriately qualified Person (excluding the Notes Collateral
Agent or the Trustee) whom it shall designate to possess, own, operate or manage, as the case may be, such property.


 


(g)            For
the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Notes Collateral Agent hereunder,
including, without limitation, its right to be indemnified prior to taking action, shall survive the satisfaction, discharge or
termination of this Indenture or earlier termination, resignation or removal of the Trustee, in such capacity, with respect to
the holders of the ABL Obligations or the other Pari Passu Secured Obligations, as applicable, to the extent the Security Documents
remain in force thereafter.


 


(h)            Without
limiting the foregoing, with respect to any Collateral located outside of the United States (“Foreign Collateral”),
the Notes Collateral Agent shall have no obligation to directly enforce, or exercise rights and remedies in respect of, or otherwise
exercise any judicial action or appear before any court in any jurisdiction outside of the United States. To the extent the Holders
of a majority in aggregate outstanding amount of Notes outstanding determine that it is necessary or advisable in connection with
any enforcement or exercise of rights with respect to Foreign Collateral to exercise any judicial action or appear before any such
court, the Holders of a majority in aggregate outstanding amount of Notes outstanding shall be entitled to direct the Notes Collateral
Agent to appoint a local agent for such purpose (subject to the receipt of such protections, security and indemnities as the Notes
Collateral Agent shall determine in its sole discretion to protect the Notes Collateral Agent from liability).


 


(i)            Neither
the Notes Collateral Agent nor the Trustee shall have any responsibility or liability for the actions or omissions of the ABL Collateral
Agent or the Term Loan Collateral Agent or any other “Controlling Collateral Agent” under the Pari Passu Intercreditor
Agreement, nor shall the Trustee or Notes Collateral Agent be obligated at any time to indemnify any person in connection with
the exercise of any remedy under the Security Documents.


 






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(j)            In
acting under this Indenture or any other Notes Document, the Notes Collateral Agent shall have all the rights and protections provided
hereunder and in the Note Documents as well as the rights and protections afforded to the Trustee (including its rights to be compensated,
reimbursed and indemnified under Section 7.6).


 


(k)            The
Notes Collateral Agent may resign at any time by notice to the Trustee and the Company, such resignation to be effective upon the
acceptance of a successor agent to its appointment as Notes Collateral Agent. The Notes Collateral Agent may be removed by the
Company at any time, upon 30 days’ written notice to the Notes Collateral Agent. The Holders of a majority in principal amount
of the Securities may remove the Notes Collateral Agent by so notifying the Company and the Notes Collateral Agent in writing and
may appoint a successor Notes Collateral Agent. If the Notes Collateral Agent resigns or is removed under this Indenture, and such
Holders do not reasonably promptly appoint a successor, the Company shall appoint a successor collateral agent. If no successor
collateral agent is appointed and has accepted such appointment within 30 days after the Notes Collateral Agent gave notice of
resignation or was removed, the retiring Notes Collateral Agent or the Holders of at least 10% in aggregate principal amount of
the Securities may, at their option, appoint a successor Notes Collateral Agent or petition a court of competent jurisdiction for
the appointment of a successor. In any case, the appointment of a successor agent shall be subject to the prior written approval
of the Issuers (which approval may not be unreasonably withheld). Upon the acceptance of its appointment as successor collateral
agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Notes Collateral
Agent, and the term “Notes Collateral Agent” shall mean such successor collateral agent, and the retiring or removed
Notes Collateral Agent’s appointment, powers and duties as the Notes Collateral Agent shall be terminated. After the retiring
Notes Collateral Agent’s resignation or removal hereunder, the provisions of this Section 10.10 (and Section 7.6)
shall continue to inure to its benefit.


 


(l)            Except
as expressly set forth in this Indenture or under the Security Documents or Intercreditor Agreements, in each case that the Notes
Collateral Agent may or is required hereunder or under any Security Document or any Intercreditor Agreement to take any action
(an “Action”), including without limitation to make any determination, to give consents, to exercise rights, powers
or remedies, to release or sell Collateral or otherwise to act hereunder or under any Security Document or any Intercreditor Agreement,
the Notes Collateral Agent may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding
Notes. The Notes Collateral Agent shall not be liable with respect to any Action taken or omitted to be taken by it in accordance
with the direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. If the Notes Collateral
Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Securities with
respect to any Action, the Notes Collateral Agent shall be entitled to refrain from such Action unless and until the Notes Collateral
Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes,
and the Notes Collateral Agent shall not incur liability to any Person by reason of so refraining.


 


(m)            The
Notes Collateral Agent shall be permitted to use overnight carriers to transmit possessory collateral and shall be not liable for
any items lost or damages in transmit.


 


(n)            In
no event shall the Notes Collateral Agent be required to execute and deliver any landlord lien waiver, estoppel or collateral access
letter, or any account control agreement or any instruction or direction letter delivered in connection with such document that
the Notes Collateral Agent determines adversely affects it or otherwise subjects it to personal liability, including without limitation
agreements to indemnify any contractual counterparty; provided that nothing in this clause (n) shall be implied as
imposing any such obligation on the Issuers, Holdings or any Guarantor to obtain any such landlord lien waiver, estoppel or collateral
access letter, or any account control agreement.


 






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Section 10.11.          Notes
Collateral Agent as English Security Trustee.


 


		(1)	For the purposes of any Liens created under the Security Documents governed by the laws of England
and Wales (the “English Security Documents”), the following additional provisions shall apply, in addition to
the provisions set out in this Article X or otherwise in this Indenture.



 


		(2)	In this Section 10.11, the following expressions have the following meanings:



 


(1)            “Appointee”
means any receiver, administrator or other insolvency officer appointed in respect of any Issuer or Guarantor or its assets.


 


(2)            “Charged
Property” means the assets of the Issuers and the Guarantors subject to a security interest under the English Security
Documents.


 


(3)            “Delegate”
means any delegate, agent, attorney or co-trustee appointed by the Notes Collateral Agent (in its capacity as security trustee).


 


		(3)	The Secured Parties appoint the Notes Collateral Agent to hold the security interests constituted
by the English Security Documents on trust for the Secured Parties on the terms of the Notes Documents and the Notes Collateral
Agent accepts that appointment.



 


		(4)	The Notes Collateral Agent, its subsidiaries and associated companies may each retain for its own
account and benefit any fee, remuneration and profits paid to it in connection with (i) its activities under the Notes Documents;
and (ii) its engagement in any kind of banking or other business with any Secured Party.



 


		(5)	Nothing in this Indenture constitutes the Notes Collateral Agent as a trustee or fiduciary of,
nor shall the Notes Collateral Agent have any duty or responsibility to, any Secured Party.



 


		(6)	The Notes Collateral Agent shall have no duties or obligations to any other Person except for those
which are expressly specified in the Notes Documents or mandatorily required by applicable law.



 


		(7)	The Notes Collateral Agent may appoint one or more Delegates on such terms (which may include the
power to sub-delegate) and subject to such conditions as it thinks fit, to exercise and perform all or any of the duties, rights,
powers and discretions vested in it by the English Security Documents and shall not be obliged to supervise any Delegate or be
responsible to any person for any loss incurred by reason of any act, omission, misconduct or default on the part of any Delegate.



 


		(8)	The Notes Collateral Agent may (whether for the purpose of complying with any law or regulation
of any overseas jurisdiction, or for any other reason) appoint (and subsequently remove) any person to act jointly with the Notes
Collateral Agent either as a separate trustee or as a co-trustee on such terms and subject to such conditions as the Notes Collateral
Agent thinks fit and with such of the duties, rights, powers and discretions vested in the Notes Collateral Agent by the English
Security Documents as may be conferred by the instrument of appointment of that person.



 


		(9)	The Notes Collateral Agent shall notify the Holders of the appointment of each Appointee (other
than a Delegate).



 


		(10)	The Notes Collateral Agent may pay reasonable remuneration to any Delegate or Appointee, together
with any costs and expenses (including legal fees) reasonably incurred by the Delegate or Appointee in connection with its appointment.
All such remuneration, costs and expenses shall be treated, for the purposes of this Indenture, as paid or incurred by the Notes
Collateral Agent (and be subject to the Issuers’ obligations under Section 7.6).



 






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		(11)	Each Delegate and each Appointee shall have every benefit, right, power and discretion and the
benefit of every exculpation (together “Rights”) of the Notes Collateral Agent (in its capacity as security
trustee) under the English Security Documents, and each reference to the Notes Collateral Agent (where the context requires that
such reference is to the Notes Collateral Agent in its capacity as security trustee) in the provisions of the English Security
Documents which confer Rights shall be deemed to include a reference to each Delegate and each Appointee.



 


		(12)	Each Secured Party confirms its approval of the English Security Documents and authorizes and instructs
the Notes Collateral Agent: (i) to execute and deliver the English Security Documents; (ii) to exercise the rights, powers
and discretions given to the Notes Collateral Agent (in its capacity as security trustee) under or in connection with the English
Security Documents together with any other incidental rights, powers and discretions; and (iii) to give any authorizations
and confirmations to be given by the Notes Collateral Agent (in its capacity as security trustee) on behalf of the Secured Parties
under the English Security Documents.



 


		(13)	The Notes Collateral Agent may accept without inquiry the title (if any) which any person may have
to the Charged Property.



 


		(14)	Each other Secured Party confirms that it does not wish to be registered as a joint proprietor
of any security interest constituted by a English Security Document and accordingly authorizes: (a) the Notes Collateral Agent
to hold such security interest in its sole name (or in the name of any Delegate) as trustee for the Secured Parties; and (b) the
land registry (or other relevant registry) to register the Notes Collateral Agent (or any Delegate or Appointee) as a sole proprietor
of such security interest.



 


		(15)	On a disposal of any of the Charged Property which is permitted under the Notes Documents, the
Notes Collateral Agent shall (at the cost of the Issuers and the Guarantors) execute any release of the English Security Documents
or other claim over that Charged Property and issue any certificates of non-crystallization of floating charges that may be required
or take any other action that the Notes Collateral Agent considers desirable and/or as requested by Holdings or the Secured Parties.



 


		(16)	The Notes Collateral Agent shall not be liable for: (i) any defect in or failure of the title
(if any) which any person may have to any assets over which security is intended to be created by a English Security Document;
(ii) any loss resulting from the investment or deposit at any bank of moneys which it invests or deposits in a manner permitted
by a English Security Document; (iii) the exercise of, or the failure to exercise, any right, power or discretion given to
it by or in connection with any Notes Document or any other agreement, arrangement or document entered into, or executed in anticipation
of, under or in connection with, any Notes Document; or (iv) any shortfall which arises on enforcing a English Security Document.



 


		(17)	The Notes Collateral Agent shall not be obligated to: (i) obtain any authorization or environmental
permit in respect of any of the Charged Property or a English Security Document; (ii) perfect, protect, register, make any
filing or give any notice in respect of a English Security Document (or the order of ranking of a English Security Document); or
(iii) require any further assurances in relation to a English Security Document.



 






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		(18)	In respect of any English Security Document, the Notes Collateral Agent shall not be obligated
to: (i) insure, or require any other person to insure, the Charged Property; or (ii) make any enquiry or conduct any
investigation into the legality, validity, effectiveness, adequacy or enforceability of any insurance existing over such Charged
Property.



 


		(19)	In respect of any English Security Document, the Notes Collateral Agent shall not have any obligation
or duty to any person for any loss suffered as a result of: (i) the lack or inadequacy of any insurance; or (ii) the
failure of the Notes Collateral Agent to notify the insurers of any material fact relating to the risk assumed by them, or of any
other information of any kind, unless the Holders have requested it to do so in writing and the Notes Collateral Agent has failed
to do so within 14 days after receipt of that request.



 


		(20)	Every appointment of a successor Notes Collateral Agent under an English Security Document shall
be by deed.



 


		(21)	Section 1 of the Trustee Act 2000 shall not apply to the duties of the Notes Collateral Agent
in relation to the trusts constituted by this Indenture or the other Notes Documents.



 


		(22)	In the case of any inconsistencies or conflict between the Trustee Act 1925 or the Trustee Act
2000 (UK) and the provisions of this Indenture or any other Notes Document, the provisions of this Indenture or such other Notes
Document shall, to the extent permitted by applicable law, prevail and, in the case of any inconsistency with the Trustee Act 2000
(UK), the provisions of this Indenture or such other Notes Document shall constitute a restriction or exclusion for the purposes
of that Act.



 


		(23)	The perpetuity period under the rule against perpetuities if applicable to this Indenture
and any English Security Document shall be 80 years from the date of this Indenture.



 


Section 10.12.          Authorization
of Actions to be Taken by the Term Loan Collateral Agent. Subject to the terms of the Security Documents, with respect to the
Issuers or Guarantors that (i) are organized in Germany, Luxembourg and Finland (the “Specified Foreign Grantors”)
or (ii) that have granted liens or security interests in certain foreign pledged collateral governed by the laws of Germany,
Luxembourg and Finland (“Specified Foreign Collateral”), the Issuer, the Guarantors and the Notes Collateral
Agent have appointed the Term Loan Collateral Agent for the benefit of the Secured Parties as collateral and security interest
agent for purposes of creation, perfection and enforcement with respect to the Specified Foreign Grantors and Specified Foreign
Collateral under the applicable Security Documents. With respect to the Specified Foreign Grantors and Specified Foreign Collateral,
the Issuer or Guarantors, as applicable, shall take all necessary steps (if any) in accordance with the terms of the applicable
Security Documents to ensure a continuous, valid and perfected security interest with respect to the Specified Foreign Grantors
and Specified Foreign Collateral in favor of the Term Loan Collateral Agent (as collateral and security interest agent on behalf
of the Notes Collateral Agent) or the Notes Collateral Agent.


 


Section 10.13.         Negative
Pledge. The Issuers and each Guarantor shall not, and Holdings shall not permit any of its Restricted Subsidiaries to, further
pledge the Collateral as security or otherwise, subject to Permitted Liens.


 






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Section 10.14.     Spanish
Particularities in Relation to the Spanish Liens.


 


(a)            By
their acceptance of the Notes and the Guarantees hereunder, each of the Holders hereby:


 


		(A)	appoints the Notes Collateral Agent to be its mandatario (empowered representative) for the purpose of executing any
Spanish Lien in the name and on behalf of the Holders, with the power to determine and agree any term and condition of such Spanish
Lien, execute any other agreement or instrument, give or receive any notice and take any other action in relation to the creation,
perfection, maintenance, enforcement and release of the security created there under in the name and on behalf of the Holders (all
the above with express faculties of self-contracting (subcontratación), sub-empowering (subdelegación)
or multiple representation (multirepresentación)); and



 


		(B)	undertakes to ratify and approve any such action taken in the name and on behalf of the Holders by the Notes Collateral Agent
acting in such capacity.



 


(b)            For
the above purposes, each of the Holders shall, if so requested by the Notes Collateral Agent:


 


		(A)	grant a power of attorney in favor of the Notes Collateral Agent entitling it to grant, perfect, register, novate, enforce
and/or cancel the relevant Spanish Lien; and



 


		(B)	notarize and apostille, at their own cost, this power of attorney before a notary public in their jurisdiction of incorporation
(if the process of notarization and apostille exists within that relevant jurisdiction, if not, to carry out the proper legalization
process in order for such power of attorney to be valid in Spain).



 


(c)            Each
of the Holders hereby authorizes the Notes Collateral Agent (whether or not by or through employees or agents):


 


		(A)	to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Notes Collateral
Agent by the Spanish Liens together with such powers and discretions as are reasonably incidental thereto; and



 


		(B)	to take such action on its behalf as may from time to time be authorized under or in accordance with the Spanish Liens.



 


(d)            To
the extent any Holder is unable to grant such powers referred to above or in any other provision of this Indenture to the Notes
Collateral Agent, each such Holder irrevocably undertakes before the Notes Collateral Agent, the Trustee and the other Holders
to appear and execute with the Notes Collateral Agent to enable the Notes Collateral Agent to exercise any right, power, authority
or discretion vested in it as Notes Collateral Agent pursuant to this Indenture and to execute any document or instrument including
any Spanish Public Document. Neither the Trustee nor the Notes Collateral Agent shall have any liability for any failure of the
Holders to grant a power of attorney or to otherwise execute, notarize, and apostille any document required in order for the Trustee
or Notes Collateral Agent to exercise any rights, remedies, powers or discretions in respect of the Spanish Liens.


 






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ARTICLE XI

GUARANTEES


 


Section 11.1.     Guarantees.


 


(a)            For
value received, each Guarantor, fully and unconditionally, jointly and severally with each other Guarantor and each other Person
which may become a Guarantor hereunder, guarantees the Notes and Obligations of the Issuers hereunder and thereunder, and guarantees
to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and Notes Collateral Agent, that: (i) the
principal of and premium, if any, and interest, if any, on the Notes shall be paid in full when due, whether at Stated Maturity,
by acceleration, call for redemption or otherwise, together with interest on the overdue principal, if any, and interest on any
overdue interest, if any, to the extent lawful, and all other Obligations of the Issuers to the Holders, Notes Collateral Agent
or the Trustee under this Indenture, the Security Documents or the Notes shall be paid in full or performed, all in accordance
with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any
such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal,
whether at Stated Maturity, by acceleration or otherwise. Each of the Guarantees shall be a guarantee of payment and not of collection.


 


(b)            Each
Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect
to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.


 


(c)            Each
Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event
of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers or any other Person, protest,
notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note or
this Indenture except by complete performance of the Obligations contained in such Note and this Indenture and such Guarantee.
Each of the Guarantors hereby agrees that, in the event of a Default in payment of principal or premium, if any, or interest on
any Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be
instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture,
directly against each of the Guarantors to enforce each such Guarantor’s Guarantee without first proceeding against the Issuers
or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default,
the Trustee, the Notes Collateral Agent or any of the Holders are prevented by applicable law from exercising their respective
rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or
remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor,
the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee,
the Notes Collateral Agent or any of the Holders and any other amounts due and owing to the Trustee under this Indenture.


 


(d)            If
any Holder, the Notes Collateral Agent or the Trustee is required by any court or otherwise to return to the Issuers or any Guarantor,
or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers or any Guarantor, any amount
paid by any of them to the Trustee, the Notes Collateral Agent or such Holder, the Guarantee of each of the Guarantors, to the
extent theretofore discharged, shall be reinstated in full force and effect. This Section 11.1(d) shall remain effective
notwithstanding any contrary action which may be taken by the Trustee, the Notes Collateral Agent or any Holder in reliance upon
such amount required to be returned. This Section 11.1(d) shall survive the termination of this Indenture.


 


(e)            Each
Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders, the Notes Collateral Agent and the
Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article VI
for the purposes of the Guarantee of such Guarantor, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any acceleration of such Obligations
as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by each
Guarantor for the purpose of the Guarantee of such Guarantor.


 






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(f)            Each
Guarantor that makes a payment for distribution under its Guarantee is entitled upon payment in full of all guaranteed Obligations
under this Indenture to seek contribution from each other Guarantor in a pro rata amount of such payment based on the respective
net assets of all the Guarantors at the time of such payment in accordance with GAAP.


 


Section 11.2.     Execution
and Delivery of Guarantee. To evidence its Guarantee set forth in Section 11.1, each Guarantor agrees that this Indenture
or a supplemental indenture in substantially the form of Exhibit C attached hereto shall be executed on behalf of such Guarantor
by an Officer of such Guarantor (or, if an Officer is not available, by a board member or director) on behalf of such Guarantor
by manual, electronic or facsimile signature. Each Guarantor hereby agrees that its Guarantee set forth in Section 11.1 hereof
shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the
Notes. In case the Officer, board member or director of such Guarantor whose signature is on this Indenture or supplemental indenture,
as applicable, no longer holds such or any office at the time the Trustee authenticates any 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.


 


Section 11.3.     Severability.
In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 11.4.     Limitation
of Guarantors’ Liability.


 


(a)            Each
Guarantor, and by its acceptance hereof, each Holder 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 the Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent
transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders, the Notes Collateral Agent and the Guarantors
hereby irrevocably agree that the Obligations of such Guarantor under its Guarantee and the related security granted as Collateral
therefor (other than a company that is a direct or indirect parent of Holdings or the Issuers) shall be limited to the maximum
amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation,
any guarantees under the Term Loan Credit Facility and the ABL Credit Facility) and after giving effect to any collections from
or payments made by or on behalf of any other Guarantor in respect of the Obligations of such other Guarantor under its Guarantee
or the related security granted as Collateral therefor or pursuant to its contribution obligations under this Indenture, result
in the Obligations of such Guarantor under its Guarantee or the related security granted as Collateral therefor constituting a
fraudulent conveyance, fraudulent preference or fraudulent transfer or otherwise reviewable transaction under applicable law, or
otherwise to reflect limitations under applicable laws, including with respect to maintenance of share capital and other applicable
statutory provisions.


 






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(b)            Limitation
on Guarantees by Spanish Guarantors. Any guarantee, indemnity, obligation and/or liability granted, incurred, undertaken, assumed
or otherwise agreed by any Spanish Guarantor shall be subject to the following:


 


(1)            it
shall not extend to any obligation to the extent that the same would constitute unlawful financial assistance within the meaning
of articles 143 and 150 of the Spanish Companies Law;


 


(2)            if
the Spanish Guarantor is incorporated as a limited liability company (sociedad de responsabilidad limitada), restrictions
contained in the Spanish Companies Law shall be applicable; including in particular, in case the provisions of article 401 of the
Spanish Companies Law are considered to be applicable to any Notes’ guarantee or security provided by a Spanish Guarantor,
the fact that such guarantee or security should be limited to twice the amount of the Spanish Guarantor’s own funds (recursos
propios), to the extent that the Notes are not secured by a mortgage, a pledge over securities, a public guarantee (garantía
pública) or with a joint and several guarantee granted by a credit institution; and


 


(3)            for
the purposes of article 135 and the Additional Provision Four (Disposición Adicional Cuarta) of the Spanish Insolvency
Law, the obligations of each Spanish Guarantor under the Guarantee shall be governed by the terms of this Indenture at any time
such that the Spanish Guarantor’s obligations hereunder vis-à-vis each Holder of a Note authenticated and delivered
by the Trustee and the Trustee shall not be affected by (and shall remain exactly within the terms stated herein irrespective of):


 


(i)            the
approval or ratification of a composition agreement (convenio) as a result of the insolvency of any of the Issuers or Guarantors;
or


 


(ii)            the
approval or execution of an out-of-court workout (a refinancing agreement (acuerdo de refinanciación)) and which
may be entered into by any of the Issuers or Guarantors (in any case, prior to the declaration of insolvency, whether voluntary
or mandatory);


 


provided that the scope, term and amount of any liability
and guaranteed obligations of any Spanish Guarantor will be governed or affected by said convenio or acuerdo de refinanciación,
to the extent that such Holder or Trustee has expressly accepted (by voting in favor or otherwise) the effect contemplated by such
composition agreement or out-of-court workout, as the case may be. Unless the relevant Holder or Trustee expressly agrees (by voting
in favor or otherwise) a write-off to the guaranteed obligations or guarantee granted by any Spanish Guarantor hereunder, the guarantee
shall secure at any time 100% of the payment obligations under the Indenture and the Notes.


 


(c)            Limitation
on Guarantees by French Guarantors. Each Guarantor incorporated under the laws of France (hereafter, a “French Guarantor”)
and, by its acceptance of Notes, each Holder, hereby confirms the following:


 


(1)            the
obligations and liabilities of any French Guarantor under this Indenture, and in particular under the Notes and the Guarantee,
shall not extend to include any obligations or liabilities which if incurred would constitute a breach of the financial assistance
prohibitions within the meaning of article L. 225-216 of the French Code de commerce and/or would constitute a misuse of
corporate assets within the meaning of article L. 241-3, L. 242-6 or L. 244-1 of the French Code de commerce or any
other law or regulations having the same effect, as interpreted by French courts;


 






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(2)            the
obligations and liabilities of each French Guarantor under this Indenture for the payment obligations under the Notes and the Guarantee
of the Issuers or any other Guarantor which is not a direct or indirect Subsidiary of such French Guarantor, shall be limited at
any time to an amount equal to the aggregate of the proceeds of the Notes to the extent directly or indirectly on-lent by the Issuers
or such other Guarantor to that French Guarantor or any of its Subsidiaries under intercompany loans (including pursuant to cash
pooling arrangements) or similar arrangements and outstanding on the date a payment is requested to be made by such French Guarantor
under this Guarantee (the “Maximum Guaranteed Amount”), it being specified that notwithstanding any other provisions
of this Indenture, any payment made by such French Guarantor under this Guarantee in respect of the payment obligations of the
Issuers or any other Guarantor shall immediately reduce pro tanto the outstanding amount of the intra-group loans, or any
sums, due by such French Guarantor under such intra-group loan (including pursuant to cash pooling arrangements) or similar arrangements
referred to above;


 


(3)            the
obligations and liabilities of each French Guarantor under this Indenture for the payment obligations under the Notes and the Guarantee
of its direct or indirect Subsidiaries which are or become a Guarantor from time to time under this Indenture or any supplemental
indenture shall be limited to all amounts incurred by such Subsidiaries which are French Guarantors;


 


(4)            for
the avoidance of doubt, any payment made by a French Guarantor under Section 11.4(c)(2) shall reduce the Maximum Guaranteed
Amount; and


 


(5)            it
is acknowledged that no French Guarantor is acting jointly and severally with the other Guarantors and no French Guarantor shall
therefore be considered as “co-débiteur solidaire” as to its Obligations pursuant to the Guarantee given
pursuant therewith.


 


For the purpose of
this Section 11.4(c), “Subsidiary” means, in relation to any company, another company which is controlled
by it within the meaning of articles L.233-3 of the French Code de commerce.


 


(d)            Limitation
on Guarantees by German Guarantors. For the purpose of this Section 11.4(d):


 


Any reference to “the
date of this Indenture” shall, with regard to any Guarantor acceding after the date of this Indenture which is a German
Guarantor, be construed as a reference to the date of accession of such Guarantor.


 


“German Guarantor”
means a German GmbH Guarantor or a German GmbH & Co. KG Guarantor;


 


“German GmbH
Guarantor” means any Guarantor incorporated in the Federal Republic of Germany as a private limited company “Gesellschaft
mit beschränkter Haftung”;


 


“German GmbH &
Co. KG Guarantor” means any Guarantor established in the Federal Republic of Germany as a limited partnership “Kommanditgesellschaft”
with a private limited company “Gesellschaft mit beschränkter Haftung” as its sole general partner “persönlich
haftender Gesellschafter”;


 


“Guarantee
Obligations” means the Obligations of any German Guarantor granted or incurred under this Indenture; and


 


“Net Assets”
means, in relation to a German GmbH Guarantor or a German GmbH & Co. KG Guarantor's general partner “persönlich
haftender Gesellschafter”, the amount of its assets (section 266 sub-section 2 A, B, C, D and E HGB and
including, for the avoidance of doubt, any claim for consideration or return “Gegenleistungs- oder Rückgewähranspruch”
of the relevant German Guarantor against the Upstream Affiliate whose obligations are secured by the relevant Guarantee Obligations)
less (i) the aggregate of its liabilities (section 266 sub-section 3 B, C (including, for the avoidance
of doubt, any Guarantee Obligations), D and E HGB) and (ii) its stated share capital “Stammkapital.”


 






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(1)            Subject
to Sections 11.4(d)(2) to Section 11.4(d)(4), the enforcement of the Guarantee Obligations shall be limited in relation
to German Guarantors as follows:


 


(A)            Each
Secured Party agrees not to enforce the Guarantee Obligations if and to the extent:


 


(i)            the
Guarantee Obligations relate to any Obligations of, or amounts owed by, an Affiliate of the relevant German Guarantor (other than
the relevant German Guarantor’s Subsidiaries; provided that the relevant Obligations or amounts owed by the relevant
Subsidiary are or are based upon own liabilities of such Subsidiary but not upon Guarantee Obligations (each an “Upstream
Affiliate”); and


 


(ii)            the
relevant German Guarantor’s Net Assets, or in the case of a German GmbH & Co. KG Guarantor, the Net Assets of its
general partner “persönlich haftender Gesellschafter”, would have been, at the date of this Indenture,
reduced to zero or would have been reduced below zero as a result of any payment in relation to the Guarantee Obligations (such
circumstances constituting a “Share Capital Impairment”).


 


(B)            For
the purposes of the calculation of the Net Assets, the following balance sheet items shall be treated as follows:


 


(i)            any
claim for consideration or return “Gegenleistungs- oder Rückgewähranspruch” of the relevant German
Guarantor against the Upstream Affiliate whose Obligations are secured by the relevant Guarantee Obligations shall be treated as
due and payable as at the date of this Indenture, and shall be activated based on a commercial projection "kaufmännische
Prognoseentscheidung" of a managing director and the information available at the time of this Indenture; and


 


(ii)            the
amount of any anticipated payment under this Indenture shall be treated as due and payable as at the date of this Indenture.


 


(2)            In
relation to the limitations applicable in case of a Share Capital Impairment pursuant to Section 11.4(d)(1)(A), the Issuers
hereby undertake to deliver to the Trustee, within ten Business Days after receipt from the Trustee of a notice stating that the
Trustee intends to demand payment of the Guarantee Obligations from a German Guarantor, (i) a balance sheet of the relevant
German Guarantor, and, in the case of a German GmbH & Co. KG Guarantor, also of such German Guarantor’s general
partner “persönlich haftender Gesellschafter”, as of the date of this Indenture together with (ii) a
detailed calculation of the amount of the Net Assets of the German Guarantor or its general partner “persönlich haftender
Gesellschafter”, respectively, at the date of this Indenture, taking into account the adjustments and treatments set
forth in Section 11.4(d)(1) (a “Net Asset Determination”). Any such balance sheet and Net Asset
Determination shall be prepared in accordance with the Accounting Principles as consistently applied and shall be, upon the Trustee’s
request (acting reasonably), confirmed by the relevant German Guarantor’s Auditors within a period of thirty Business Days
following such request. Based upon the Net Asset Determination (as and to the extent confirmed by the relevant German Guarantor’s
Auditors, if such confirmation has been requested by the Trustee), the relevant German Guarantor shall fulfill its Guarantee Obligations,
and the Trustee shall be entitled to enforce the Guarantee Obligations, in an amount which would, in accordance with the Net Asset
Determination (as and to the extent confirmed by the relevant German Guarantor’s Auditors, if such confirmation has been
requested by the Trustee), not have caused a Share Capital Impairment on the relevant German Guarantor's part or, in the case of
a German GmbH & Co. KG Guarantor, on the part of its general partner “persönlich haftender Gesellschafter”
on the date of this Indenture.


 






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(3)            The
limitations set out in Section 11.4(d)(1) in relation to Share Capital Impairments shall not apply:


 


(A)            to
any Guarantee Obligations which relate to any monies borrowed under this Indenture which (i) have been on-lent or otherwise
made available to the relevant German Guarantor or any of its Subsidiaries and (ii) are still outstanding; or


 


(B)            if,
at the date of this Indenture, the German Guarantor was party to a domination agreement “Beherrschungsvertrag”
and/or a profit transfer agreement “Gewinnabführungsvertrag” as dominated entity “beherrschtes
Unternehmen”, unless the German Guarantor can prove at the time of enforcement of the Guarantee, that the existence of
such a domination agreement “Beherrschungsvertrag” and/or a profit transfer agreement “Gewinnabführungsvertrag”
does not lead to the full inapplicability of section 30 paragraph 1 sentence 1 GmbHG.


 


(4)            Any
limitations set out in Section 11.4(d)(1) in relation to Share Capital Impairments shall further not apply:


 


(A)            for
so long as the German Guarantors have not complied with their obligations pursuant to Section 11.4(d)(1); or


 


(B)            if
and to the extent, at the time of enforcement of the Guarantee Obligations, such limitations are not required to protect the managing
directors of the relevant German Guarantor or, in case of a German GmbH & Co. KG Guarantor, its general partner “persönlich
haftender Gesellschafter”, from the risk of personal liability arising from such enforcement of the Guarantee Obligations.


 


(5)            No reduction of the amount enforceable under the Guarantee Obligations in accordance with the above limitations will prejudice
the rights of the Trustee to continue enforcing the Guarantee Obligations (subject always to the operation of the limitation set
out above at the time of such enforcement) until full satisfaction of the guaranteed claims.


 


(e)            Limitation
on Guarantees by Finnish Guarantors. Notwithstanding anything to the contrary in this Indenture, the Guarantee, indemnity and
other obligations of, and any Liens granted by, any Guarantor incorporated in Finland (the “Finnish Guarantor”)
under this Indenture shall not be assumed or granted by the Finnish Guarantor to the extent assumption or granting of the same
would constitute unlawful distribution of company’s assets within the meaning of Chapter 13 Section 1 of the Finnish
Companies Act (osakeyhtiölaki 624/2006, as amended, supplemented, re-enacted or renewed, the “Finnish Companies
Act”) or financial assistance within the meaning of Chapter 13 Section 10 of the Finnish Companies Act.


 


In the assessment of the compliance with Chapter
13 Section 1 of the Finnish Companies Act, among other things:


 


(1)            any
amount paid or payable by the Finnish Guarantor under this Indenture or in respect of the Notes, the Term Loan Credit Facility
and any other group financing instrument to which the Finnish Guarantor is party or becomes party or in respect of which the Finnish
Guarantor grants a guarantee after or in connection with the signing of this Indenture;


 






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(2)            subordination
of claims owed to it in favor of any group financing instrument; and


 


(3)            any
amount paid from proceeds of any collateral granted by Finnish Guarantor in respect of the Term Loan Credit Facility or any other
group financing instrument,


 


shall be taken into account.


 


Section 11.5.     Releases.
A Subsidiary Guarantor shall be automatically released from its Obligations under its Guarantee and its Obligations under this
Indenture (without the need for any action by any party) upon:


 


(a)


 


(1)            any
sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor (by merger, consolidation or otherwise)
to a Person that is not (either before or after giving effect to such transaction) Holdings, the Issuers or a Restricted Subsidiary,
if the sale or other disposition does not violate the applicable provisions of this Indenture (including Section 4.10);


 


(2)            any
sale, exchange or transfer (by merger, consolidation or otherwise) of all or a portion of the Equity Interests of such Subsidiary
Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, which sale, exchange or transfer
does not violate the applicable provisions of this Indenture (including Section 4.10);


 


(3)            the
proper designation by Holdings of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary;


 


(4)            upon
the release of an Obligation by such Subsidiary Guarantor under the Term Loan Credit Facility, the ABL Credit Facility or such
other Debt Facility that initially triggered such Subsidiary Guarantor’s obligations to incur such Guarantee if such Subsidiary
Guarantor would not then otherwise be required to guarantee the Notes pursuant to this Indenture;


 


(5)            if
the Issuers exercise their Legal Defeasance option or their Covenant Defeasance option pursuant to Section 8.2 or Section 8.3
or if their Obligations under this Indenture are discharged in accordance with Section 8.8;


 


(6)            such
Subsidiary Guarantor becomes an Excluded Subsidiary; or


 


(7)            liquidation
or dissolution of such Subsidiary Guarantor; provided that no Default or Event of Default has occurred and is continuing;
and


 


(b)            the
Issuers delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that all conditions precedent
provided for in this Indenture relating to the release of such Subsidiary Guarantor’s Guarantee have been complied with.


 


For the avoidance of doubt, and notwithstanding
anything to the contrary under the Notes Documents or elsewhere, none of any CFC or FSHCO (or any Subsidiary of a CFC or FSHCO)
shall provide a Guarantee.


 






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Upon the release of
any Guarantee in accordance with this Indenture, the Trustee and the Term Loan Collateral Agent shall execute any documents reasonably
requested in order to evidence the release of the Subsidiary Guarantor from its Obligations under its Guarantee.


 


Any Subsidiary Guarantor
not released from its Obligations under its Guarantee shall remain liable for the full amount of principal of and interest on the
Notes and for the other Obligations of any Guarantor under this Indenture as provided in this Article XI.


 


Section 11.6.     Benefits
Acknowledged. Each Guarantor (other than any Finnish Guarantor) acknowledges that it will receive direct and indirect benefits
from the financing arrangements contemplated by this Indenture and that its Guarantee and waivers pursuant to its Guarantee are
knowingly made in contemplation of such benefits. Each Finnish Guarantor acknowledges that entering into this Indenture is in
its best interests and is based on commercial grounds.


 


Section 11.7.     Post-Closing
Guarantors. Notwithstanding anything to the contrary in this Indenture and subject to the Security Documents, for the avoidance
of doubt, the Post-Closing Guarantors will jointly and severally guarantee the Notes on a senior secured basis within (i) 90
days after the Issue Date (provided that to the extent that the state of emergency (estado de alarma) declared by
the Spanish Government to be able to manage the health crisis situation caused by COVID-19 coronavirus has not been lifted by
the end of such period, such period shall be automatically extended until the date that is ten Business Days after such state
of alarm has been lifted, in respect of the Spanish Subsidiary, (ii) within 90 days after the Issue Date in respect of the
Post-Closing Guarantors organized under the laws of France and (iii) within 90 days after the Issue Date (provided
that if by the end of such period any governmental orders due to COVID-19 are in force that would limit the ability to convene
a partners’ meeting, such period shall be automatically extended to 60 days after such governmental orders are revoked),
in respect of the Post-Closing Guarantor organized under the laws of Germany (or, in each case, as soon as practicable thereafter
using commercially reasonable efforts) and will enter into a supplemental indenture to this Indenture substantially the form of
Exhibit C attached hereto and the applicable Security Documents at such time.


 


ARTICLE XII

MISCELLANEOUS


 


Section 12.1.     Concerning
the Trust Indenture Act. The Trust Indenture Act of 1939, as amended, shall not be applicable to, and shall not govern, this
Indenture, the Notes or the Guarantees.


 






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Section 12.2.     Notices.
Any notice, request, direction, instruction or communication by the Issuers, any Guarantor, the Trustee or the Notes Collateral
Agent to the others is duly given if in writing and delivered in person or mailed by first class mail (registered or certified,
return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, or sent by email, to the addresses
set forth below:


 


If to the Issuers or
any Guarantor:


 


c/o Venator Materials
PLC


Titanium House, Hanzard
Drive


Wynyard Park


Stockton On Tees,
TS22 5FD


United Kingdom


Attention: Jeff Pehrson


E-mail: jeff_pehrson@venatorcorp.com


 


With a copy (which
shall not constitute notice) to:


 


Latham & Watkins LLP


811 Main Street


Suite 3700


Houston, Texas 77002


E-mail: michael.chambers@lw.com


Attention: Michael Chambers, Esq.


 


If to the Trustee or
the Notes Collateral Agent:


 


Wilmington Trust, National Association


50 South Sixth Street, Suite 1290


Minneapolis, MN 55402


Attention: Venator Materials Administrator


Fax: (612)
217-5651


 


The parties hereto,
by written 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 and the Trustee or the Notes Collateral Agent) shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed;
when receipt acknowledged, if telecopied or emailed; and the next Business Day after timely delivery to the courier, if sent by
overnight air courier promising next Business Day delivery. Notices to the Trustee or the Notes Collateral Agent shall be deemed
to have been duly given upon actual receipt thereof.


 


Any notice or communication
to a Holder shall be mailed by first class mail or by overnight air courier promising next Business Day delivery to its address
shown on the register kept by the Registrar. Notwithstanding the foregoing, as long as the Notes are Global Notes, notices to be
given to the Holders shall be given to the Depositary, in accordance with its applicable policies as in effect from time to time.
Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other
Holders. Any notice mailed or delivered to a Holder in the aforesaid manner shall be conclusively deemed to have been received
by such Holder, whether or not such Holder actually receives such notice.


 


In respect of this
Indenture, the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions,
reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such
instructions, directions, reports notices or other communications or information on behalf of the party purporting to send such
electronic transmission; and the Trustee shall not have any liability for any losses, liability, costs or expenses incurred or
sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or
other communications or information. Each other party agrees to assume all risks arising out of the use of electronic methods to
submit instructions, directions, reports, notices or other communications or indemnifications to the Trustee, including, without
limitation, the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information,
and the risks of interception and misuse by third parties.


 






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If a notice or communication
is delivered in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it,
except in the case of notices or communications given to the Trustee, which shall be effective only upon actual receipt.


 


If the Issuers deliver
a notice or communication to Holders, they shall deliver a copy to the Trustee and the Notes Collateral Agent at the same time.


 


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


 


Any request, demand,
authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country of publication.


 


Waivers of notice by
Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.


 


Section 12.3.     Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Issuers to the Trustee to take any action under
this Indenture (other than in connection with the issuance of the Initial Notes), the Issuers shall furnish to the Trustee upon
request:


 


(a)            an
Officer’s Certificate (which shall include the statements set forth in Section 12.4) stating that, in the opinion of
the signer, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have
been satisfied; and


 


(b)            an
Opinion of Counsel (which shall include the statements set forth in Section 12.4) stating that, in the opinion of such counsel,
all such conditions precedent and covenants have been satisfied.


 


In case of any application
or request as to which the furnishing of other specified documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional Officer’s Certificate or Opinion of Counsel need be furnished.


 


Section 12.4.     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 any certificate required by Section 4.4 or Section 10.8 hereof) shall include substantially:


 


(a)            a
statement that the Person making such certificate or opinion has read and understands such covenant or condition;


 


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


 


(c)            a
statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


(d)            a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.


 


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


 






    140


     


    

 


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


 


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


 


Section 12.5.     Rules by
Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. Each of the Agents
may make reasonable rules and set reasonable requirements for its functions.


 


Section 12.6.     No
Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator, member
or stockholder of the Issuers or any Guarantor will have any liability for any indebtedness, obligations or liabilities of the
Issuers or any Guarantor under the Notes, this Indenture, the Guarantees, the Intercreditor Agreements or the Security Documents,
as applicable, or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes
and the Guarantees.


 


Section 12.7.     Governing
Law; Consent to Jurisdiction; WAIVER OF JURY TRIAL THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
THIS INDENTURE, THE NOTES AND THE GUARANTEES. The Intercreditor Agreements will be governed by, and construed in accordance
with, the laws of the State of New York, and the Security Documents will be governed by, and construed in accordance with,
the laws of the State of New York or the applicable jurisdiction. Each of the parties to this Indenture each hereby
irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of
Manhattan in The City of New York in any action or proceeding arising out of or relating to the Notes, the Guarantees and
this Indenture, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be
heard and determined in such New York State or federal court and hereby irrevocably waive, to the fullest extent that they
may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. For the avoidance of
doubt, the application of articles 470-1 to 470-19 (inclusive and to the fullest extent permitted by law) of the Luxembourg
Act of 10 August 1915 on commercial companies, as amended, shall be expressly excluded.


 


EACH OF THE ISSUERS, THE GUARANTORS, THE TRUSTEE
AND THE NOTES COLLATERAL AGENT 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 SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE
GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 






    141


     


    

 


Section 12.8.     No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan agreement
or debt agreement of Holdings, the Issuers or any of their Subsidiaries or of any other Person. Any such indenture, loan agreement
or debt agreement may not be used to interpret this Indenture.


 


Section 12.9.     Successors.
All agreements of the Issuers and the Guarantors in this Indenture and the Notes and the Guarantees, as applicable, shall bind
their respective successors and assigns. All agreements of the Trustee and the Notes Collateral Agent in this Indenture shall
bind their respective successors and assigns.


 


Section 12.10.     Severability;
Entire Agreement. 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. This Indenture,
the exhibits hereto and the Notes Documents set forth the entire agreement and understanding of the parties related to this transaction
and supersedes all prior agreements and understandings, oral or written.


 


Section 12.11.     Execution
in Counterparts. This Indenture may be executed in two or more counterparts, which when so executed shall constitute one and
the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall
constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes. For the avoidance of doubt, the words “execution,” “signed,” “signature,”
 “delivery” and words of like import in or relating to this Indenture or any document to be signed in connection with
this Indenture shall be deemed to include electronic signatures, deliveries 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, physical delivery thereof
or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions
contemplated hereunder by electronic means; provided that, notwithstanding anything herein to the contrary, the Trustee
and the Notes Collateral Agent is not under any obligation to agree to accept electronic signatures in any form or in any format
unless agreed to by it pursuant to procedures approved by such it.


 


Section 12.12.     Table
of Contents, Headings, Etc. The Table of Contents and Headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or
restrict any of the terms or provisions hereof.


 


Section 12.13.     Force
Majeure. In no event shall the Trustee, the Notes Collateral Agent or any other Agent be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its
control, including, without limitation, fire, riots, strikes, or stoppages for any reason, pandemics, epidemics, embargoes,
governmental actions, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities, the unavailability of the Federal Reserve Bank wire or telex
or other wire or communication facility; communications or computer (software and hardware) services, it being understood that
the Trustee, the Notes Collateral Agent and each of the Agents shall use reasonable efforts which are consistent with accepted
practices in the U.S. banking industry to resume performance as soon as practicable under the circumstances.


 


Section 12.14.     Legal
Holidays. If any scheduled payment date with respect to the payment of principal, premium, if any, or interest on the Notes,
including, without limitation, any interest payment date, redemption date, Stated Maturity or maturity date, falls on a day that
is not a Business Day, then notwithstanding any other provision of this Indenture or of the Notes, the payment to be made on such
payment date will be made on the next succeeding Business Day with the same force and effect as if made on such payment date,
and no additional interest will accrue solely as a result of such delayed payment. Interest on overdue principal and interest,
if any, will accrue at the applicable interest rate on the Notes.


 






    142


     


    

 


Section 12.15.     Benefit
of this Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the
parties hereto, any Authenticating Agent, any Paying Agent, any Registrar and their successors hereunder and the Holders of Notes,
any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 12.16.     Spanish
Provisions Relating to Executive Proceedings.


 


(a)            Spanish
Public Documents


 


(i)            Any
supplemental indenture to be executed by any Spanish Guarantor (as well as any amendments hereto or thereto) shall be formalized
as a Spanish Public Document (including as an attachment the Indenture and any other supplemental indentures amending its terms)
on the relevant date in which the Spanish Guarantor accedes as a Guarantor hereunder, so that it may have the status of a notarial
document for all purposes contemplated in Article 517, numbers 4o or 5o (as applicable) of the Spanish Civil Procedural
Law. Any costs and expenses relating to such formalization shall be paid and satisfied by the relevant Spanish Guarantor.


 


(ii)            The
costs of issuance of first copies (with and without enforcement title) of such Spanish Public Document shall be borne by the relevant
Spanish Guarantor, and the cost regarding the issuance of additional copies will be borne by the party requesting such additional
copies.


 


(b)            Enforcement
Proceedings


 


(i)            Upon
enforcement, the sum payable by any Spanish Guarantor shall be the total aggregate amount determined as payable by the Issuers
and/or Guarantors in the schedule of calculations provided by the Issuers to the Trustee in accordance with Section 7.2(n) of
this Indenture. For the purposes of Articles 571 et seq. of the Spanish Civil Procedural Law, the Spanish Guarantors, the
Notes Collateral Agent and the Trustee expressly agree that such amount shall be considered as due, liquid and payable and may
be claimed pursuant to the same provisions of such law.


 


(ii)            For
the purpose of the provisions of Art. 571 et seq. of the Spanish Civil Procedural Law, it is expressly agreed by the Spanish
Guarantors, the Notes Collateral Agent and the Trustee that the determination of the debt to be claimed through the executive proceedings
shall be effected by the Notes Collateral Agent or the Trustee by means of the relevant schedule of calculations referred to in
paragraph (i) above. By virtue of the foregoing, to exercise executive action by the Notes Collateral Agent or the Trustee
it will be sufficient to present (1) an original notarial first or authentic copy of this Indenture (or supplemental indenture
to the same), (2) a notarial certificate, if necessary, for the purposes described in paragraph (iii) below, (3) the
notarial document (acta notarial) which incorporates the schedule of calculations received by the Trustee of the amount
due by the Issuers and/or the Guarantors (including the Spanish Guarantor), evidencing that the determination of the amounts due
and payable by the Spanish Guarantor have been calculated as agreed in this Indenture and that such amounts coincide with the referred
schedule of calculations and (4) a notarial document (acta notarial) evidencing that the Spanish Guarantor has been
served notice of the amount that is due and payable.


 






    143


     


    

 


(iii)            The
amount due arising from such schedule of calculations shall be notified to the Spanish Guarantor in an attestable manner at least
three days in advance of exercising the executive action set out in paragraph (ii) above.


 


(iv)            The
Spanish Guarantors hereby expressly authorize the Notes Collateral Agent and the Trustee to request and obtain certificates and
documents issued by the notary who has formalized this Indenture (or any supplemental indenture or amendment thereto) in order
to evidence its compliance with the entries of his registry-book and the relevant entry date for the purpose of numbers 4o
or 5o (as applicable) of Article 517 of the Spanish Civil Procedural Law. The cost of such certificate and documents
will be for the account of the Spanish Guarantor in the manner provided under this Indenture.


 


(v)            For
the purposes of article 540.2 of the Spanish Civil Procedural Law, the Spanish Guarantors acknowledge and accept that, provided
that the relevant assignment, transfer or change of Holders has been made in accordance with the terms of this Indenture, any assignment,
transfer or change of Holders shall be duly and sufficiently evidenced to any Spanish court by means of a certificate issued by
the Notes Collateral Agent or the Trustee confirming who the Holders are in each moment, and therefore, those who are certified
as Holders by the Notes Collateral Agent or the Trustee shall be able to initiate enforcement in Spain through procedimiento
ejecutivo without further evidence being required.


 


[Signatures on following page]


 






    144


     


    

 


	 	ISSUERS
	 	 
	 	VENATOR FINANCE S.À R.L.
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	 Title: Manager
	 	 	 
	 	 	 
	 	VENATOR MATERIALS LLC
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Executive Vice President and Chief Financial Officer



 


	 	GUARANTORS
	 	 
	 	 
	 	VENATOR AMERICAS LLC
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Executive Vice President and Chief Financial Officer
	 	 	 
	 	 	 
	 	VENATOR AMERICAS HOLDINGS LLC
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden 
	 	 	Title: Executive Vice President and Chief Financial Officer
	 	 	 
	 	 	 
	 	VENATOR CHEMICALS LLC
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Executive Vice President and Chief Financial Officer



 


[Signature
Page to Indenture]


 






    


     


    

 


	 	VENATOR MATERIALS PLC
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Executive Vice President and Chief Financial Officer




 


[Signature
Page to Indenture]


 






    


     


    

 


	 	VENATOR INTERNATIONAL HOLDINGS UK LIMITED
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	VENATOR MATERIALS INTERNATIONAL UK LIMITED
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	VENATOR P&A HOLDINGS UK LIMITED
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	CREAMBAY LIMITED
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	VENATOR PIGMENTS UK LIMITED
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	VENATOR MATERIALS UK LIMITED
	 	 
	 	 
	 	By	:/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Authorized Signatory


 


[Signature
Page to Indenture]


 






    


     


    

 


	 	VENATOR GROUP
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	VENATOR INVESTMENTS UK LIMITED
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	VENATOR GROUP SERVICES LIMITED
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	VENATOR P&A FINLAND OY
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Authorized Signatory
	 	 
	 	 
	 	VENATOR GROUP CANADA INC.
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Vice President
	 	 
	 	 
	 	VENATOR INVESTMENTS LTD
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Executive Vice President and Chief Financial Officer


 


[Signature
Page to Indenture]


 






    


     


    

 


	 	VENATOR GERMANY GMBH
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Managing Director
	 	 
	 	By:	/s/Richard Justin James Phillipson
	 	 	Name: Richard Justin James Phillipson
	 	 	Title: Managing Director
	 	 
	 	 
	 	VENATOR HOLDINGS GERMANY GMBH
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Managing Director
	 	 
	 	By:	/s/Richard Justin James Phillipson
	 	 	Name: Richard Justin James Phillipson
	 	 	Title: Managing Director
	 	 
	 	 
	 	VENATOR UERDINGEN GMBH
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Managing Director
	 	 
	 	By:	/s/Richard Justin James Phillipson
	 	 	Name: Richard Justin James Phillipson
	 	 	Title: Managing Director
	 	 
	 	 
	 	VENATOR WASSERCHEMIE GMBH
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Managing Director
	 	 
	 	By:	/s/Richard Justin James Phillipson
	 	 	Name: Richard Justin James Phillipson
	 	 	Title: Managing Director


 


[Signature
Page to Indenture]


 






    


     


    

 


	 	VENATOR WASSERCHEMIE HOLDING GMBH
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Managing Director
	 	 
	 	By:	/s/Richard Justin James Phillipson
	 	 	Name: Richard Justin James Phillipson
	 	 	Title: Managing Director
	 	 
	 	 
	 	VENATOR PIGMENTS HOLDING GMBH
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Managing Director
	 	 
	 	By:	/s/Richard Justin James Phillipson
	 	 	Name: Richard Justin James Phillipson
	 	 	Title: Managing Director
	 	 
	 	 
	 	SILO PIGMENTE GMBH
	 	 
	 	 
	 	By:	/s/Kurt D. Ogden
	 	 	Name: Kurt D. Ogden
	 	 	Title: Managing Director
	 	 
	 	By:	/s/Richard Justin James Phillipson
	 	 	Name: Richard Justin James Phillipson
	 	 	Title: Managing Director



 


[Signature
Page to Indenture]


 






    


     


    

 


	 	
        WILMINGTON TRUST, NATIONAL ASSOCIATION,

        as Trustee and Notes Collateral Agent

	 	 
	 	 
	 	By:	/s/Jane Schweiger
	 	 	Name: Jane Schweiger
	 	 	Title: Vice President



 


[Signature
Page to Indenture]


 






    


     


    

 



 


APPENDIX
A


 


PROVISIONS RELATING TO INITIAL NOTES AND

ADDITIONAL NOTES


 


		Section 1.1	Definitions.



 


(a)  Capitalized Terms.


 


Capitalized terms used but not defined in
this Appendix A have the meanings given to them in the Indenture. The following capitalized terms have the following meanings:


 


“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures
of the Depositary for such Global Note, Euroclear or Clearstream, in each case to the extent applicable to such transaction and
as in effect from time to time.


 


“Clearstream” means Clearstream
Banking, Société Anonyme, or any successor securities clearing agency.


 


“Distribution Compliance Period,”
with respect to any Note, means the period of 40 consecutive days beginning on and including the later of (a) the day on which
such Note is first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S, notice
of which day shall be promptly given by the Issuers to the Trustee, and (b) the date of issuance with respect to such Note
or any predecessor of such Note.


 


“Euroclear” means Euroclear
Bank S.A./N.Y., as operator of Euroclear Clearance System or any successor securities clearing agency.


 


“IAI” means an institution
that is an “accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act and is not a QIB.


 


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


 


“Regulation S” means Regulation
S promulgated under the Securities Act (including any successor provision thereto), as it may be amended from time to time.


 


“Rule 144” means Rule 144
promulgated under the Securities Act (including any successor provision thereto), as it may be amended from time to time.


 


“Rule 144A” means
Rule 144A promulgated under the Securities Act (including any successor provision thereto), as it may be amended from time
to time.


 


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


 


“Unrestricted Global Note”
means any Note in global form that does not bear or is not required to bear the Restricted Notes Legend.


 


“U.S. person” means a “U.S.
person” as defined in Regulation S.


 






    


     


    

 


(b)  Other Definitions.


 


	Term:	 	Defined in Section:
	“Agent Member”	 	 	2.1(c)
	“Definitive Notes Legend”	 	 	2.2(e)
	“ERISA Legend”	 	 	2.2(e)
	“Global Note”	 	 	2.1(b)
	“Global Notes Legend”	 	 	2.2(e)
	“IAI Global Note”	 	 	2.1(b)
	“OID Legend”	 	 	2.2(e)
	“Regulation S Global Note”	 	 	2.1(b)
	“Regulation S Notes”	 	 	2.1(a)
	“Restricted Notes Legend”	 	 	2.2(e)
	“Rule 144A Global Note”	 	 	2.1(b)
	“Rule 144A Notes”	 	 	2.1(a)




 


		Section 2.1	Form and Dating.



 


(a)  The Notes shall be issued
initially in the form of one or more Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented
thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers
and authenticated by the Trustee as provided herein. The Initial Notes issued on the date hereof shall be (i) offered and
sold by the Issuers to the initial purchasers thereof and (ii) resold, initially, only to (1) QIBs in reliance on Rule 144A
(“Rule 144A Notes”) and (2) Persons other than U.S. persons in reliance on Regulation S (“Regulation
S Notes”). Additional Notes may also be considered to be Rule 144A Notes or Regulation S Notes, as applicable.


 


(b)  Global Notes. Rule 144A
Notes shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form, numbered
144A-001 upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued
initially in the form of one or more Global Notes, numbered S-001 upward (collectively, the “Regulation S Global Note”),
in each case without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall be deposited
on behalf of the purchasers of the Notes represented thereby with the Custodian and registered in the name of the Depositary or
a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee (or an Authenticating Agent appointed
by the Trustee in accordance with the Indenture) as provided in the Indenture. One or more Global Notes in definitive, fully registered
form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered IAI-001 upward (collectively,
the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian and registered
in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee (or
an Authenticating Agent appointed by the Trustee in accordance with the Indenture) as provided in the Indenture to accommodate
transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note,
the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred to herein as a “Global
Note” and are collectively referred to herein as “Global Notes.” 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 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 Trustee or the Custodian,
at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 of
the Indenture and Section 2.2(c) of this Appendix A.


 






    2


     


    

 


(c)  Book-Entry Provisions.
This Section 2.1(c) shall apply only to a Global Note deposited with or on behalf of the Depositary.


 


The Issuers shall execute and the Trustee
shall, in accordance with this Section 2.1(c) and Section 2.2 of the Indenture and pursuant to an order of the Issuers
signed by one Officer of the Issuers, authenticate and deliver initially one or more Global Notes that (i) shall be registered
in the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary and (ii) shall be delivered
by the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Custodian.


 


Members of, or participants and current
holders in, the Depositary, Euroclear and Clearstream (“Agent Members”) shall have no rights under the Indenture
with respect to any Global Note held on their behalf by the Depositary or by the Trustee as Custodian or any other custodian of
the Depositary or under such Global Note, and the Depositary or its nominee may be treated by the Issuers, the Trustee and any
agent of the Issuers, the Guarantors or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Subject
to any provisions contained in the Indenture, the registered Holder of a Global Note may grant proxies and otherwise authorize
any Person, including Agent Members, to take any action that a Holder is entitled to take under the Indenture or the Notes. Notwithstanding
the foregoing, nothing herein shall prevent the Issuers, the Guarantors, the Trustee or any agent of the Issuers, the Guarantors
or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair,
as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise
of the rights of a holder of a beneficial interest in any Global Note.


 


(d)  Definitive Notes. Except
as provided in Section 2.2 or Section 2.3 of this Appendix A, owners of beneficial interests in Global Notes shall not
be entitled to receive physical delivery of Definitive Notes.


 


		Section 2.2	Transfer and Exchange.



 


(a)  Transfer and Exchange of
Definitive Notes for Definitive Notes. When Definitive Notes are presented to the Registrar with a request:


 


(i)   to register the transfer
of such Definitive Notes; or


 


(ii)  to exchange
such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,


 


the Registrar shall register
the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however,
that the Definitive Notes surrendered for transfer or exchange:


 


(1)  shall be duly endorsed
or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar, duly executed
by the Holder thereof or his attorney duly authorized in writing; and


 






    3


     


    

 


(2)  in the case of
Transfer Restricted Notes, must be transferred or exchanged pursuant to an effective registration statement under the Securities
Act or pursuant to Section 2.2(b) of this Appendix A or otherwise in accordance with the Restricted Notes Legend, and
be accompanied by a certification from the transferor in the form provided on the reverse side of the Form of Note in Exhibit A
attached hereto for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications
and other information as may be requested pursuant thereto.


 


(b)  Restrictions on Transfer
of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest
in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note,
duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the Registrar,
together with:


 


(i) a certification from
the transferor in the form provided on the reverse side of the Form of Note in Exhibit A attached hereto for exchange
or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be
requested pursuant thereto; and


 


(ii) written instructions
directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books and records with respect to such
Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Depositary account to be credited with such increase,


 


the Trustee shall cancel such Definitive Note and cause, or
direct the Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and
the Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal
amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in
such instructions a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If
the applicable Global Note is not then outstanding, the Issuers shall issue and the Trustee shall authenticate, upon an Authentication
Order, a new applicable Global Note in the appropriate principal amount.


 


(c)  Transfer and Exchange
of Global Notes.


 


(i)  The transfer and exchange
of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with the Indenture (including
applicable restrictions on transfer set forth in Section 2.2(d) of this Appendix A, if any) and the procedures of the
Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given
in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary
to be credited with a beneficial interest in such Global Note, or another Global Note, and such account shall be credited in accordance
with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall
be debited by an amount equal to the beneficial interest in the Global Note being transferred.


 


(ii)  If the proposed transfer
is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall
reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is
being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect
on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest
is being transferred.


 






    4


     


    

 


(iii)  Notwithstanding any other
provisions of this Appendix A (other than the provisions set forth in Section 2.3 of this Appendix A), a Global Note may
not be transferred except as a whole and not in part if the transfer is 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.


 


(d) Restrictions on Transfer of
Global Notes; Voluntary Exchange of Interests in Transfer Restricted Global Notes for Interests in Unrestricted Global Notes.


 


(i) Transfers by an owner of a beneficial
interest in a Rule 144A Global Note or an IAI Global Note to a transferee who takes delivery of such interest through another
Transfer Restricted Global Note shall be made in accordance with the Applicable Procedures and the Restricted Notes Legend and
only upon receipt by the Trustee of a certification from the transferor in the form provided on the reverse side of the Form of
Note in Exhibit A attached hereto for exchange or registration of transfers and, as applicable, delivery of such legal opinions,
certifications and other information as may be requested pursuant thereto. In addition, in the case of a transfer of a beneficial
interest in either a Regulation S Global Note or a Rule 144A Global Note for an interest in an IAI Global Note, the transferee
must furnish a signed letter substantially in the form of Exhibit B attached hereto to the Trustee.


 


(ii) During the Distribution Compliance
Period, beneficial ownership interests in the Regulation S Global Note may only be sold, pledged or transferred through Euroclear
or Clearstream in accordance with the Applicable Procedures, the Restricted Notes Legend on such Regulation S Global Note and any
applicable securities laws of any state of the United States. Prior to the expiration of the Distribution Compliance Period, transfers
by an owner of a beneficial interest in the Regulation S Global Note to a transferee who takes delivery of such interest through
a Rule 144A Global Note or an IAI Global Note shall be made only in accordance with the Applicable Procedures and the Restricted
Notes Legend and upon receipt by the Trustee of a written certification from the transferor of the beneficial interest in the form
provided on the reverse side of the Form of Note in Exhibit A attached hereto for exchange or registration of transfers.
Such written certification shall no longer be required after the expiration of the Distribution Compliance Period. Upon the expiration
of the Distribution Compliance Period, beneficial ownership interests in the Regulation S Global Note shall be transferable in
accordance with applicable law and the other terms of the Indenture.


 


(iii)  Upon the expiration of the Distribution
Compliance Period, beneficial interests in the Regulation S Global Note may be exchanged for beneficial interests in an Unrestricted
Global Note upon certification in the form provided on the reverse side of the Form of Note in Exhibit A attached hereto
for an exchange from a Regulation S Global Note to an Unrestricted Global Note.


 


(iv)  Beneficial interests in a Transfer
Restricted Note that is a Rule 144A Global Note or an IAI Global Note may be exchanged for beneficial interests in an Unrestricted
Global Note if the Holder certifies in writing to the Registrar that its request for such exchange is in respect of a transfer
made in reliance on Rule 144 (such certification to be in the form set forth on the reverse side of the Form of Note
in Exhibit A attached hereto) and/or upon delivery of such legal opinions, certifications and other information as the Issuers
or the Trustee may reasonably request.


 


(v)  If no Unrestricted Global Note
is outstanding at the time of a transfer contemplated by the preceding clauses (iii) and (iv), the Issuers shall issue and
the Trustee shall authenticate, upon an Authentication Order, a new Unrestricted Global Note in the appropriate principal amount.


 






    5


     


    

 


(e)  Legends.


 


(i)  Except as permitted by Section 2.2(d) and
this Section 2.2(e) of this Appendix A, each Note certificate evidencing the Global Notes and the Definitive Notes (and
all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each
defined term in the legend being defined as such for purposes of the legend only) (“Restricted Notes Legend”):


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES AND IAI NOTES: SIX MONTHS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE
ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE
OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF
ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER
THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO AN ISSUER OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO
A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER
HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]


 






    6


     


    

 


Each Definitive Note shall bear the following additional legend
(“Definitive Notes Legend”):


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


Each Global Note shall bear the following additional legend
(“Global Notes Legend”):


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUERS OR
THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.,
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


Each Note shall bear the following additional legend (“ERISA
Legend”):


 


BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN,
THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH
HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF (A) AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I
OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) A PLAN, INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON-U.S. FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (C) AN ENTITY WHOSE
UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN CLAUSE
(A) OR (B), PURSUANT TO ERISA OR OTHERWISE, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY (OR ANY INTEREST THEREIN)
WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR
VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.


 


Each Note shall bear the following additional legend (“OID
Legend”):


 


THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT”
(WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST, THE ISSUERS
WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF
THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. HOLDERS SHOULD
CONTACT THE ISSUERS AT Titanium House, Hanzard Drive, Wynyard Park, Stockton On Tees,
TS22 5FD, United Kingdom; ATTENTION: Jeff Pehrson.


 






    7


     


    

 


(ii)  Upon any sale or transfer of
a Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted
Note for a Definitive Note that does not bear the Restricted Notes Legend and the Definitive Notes Legend and rescind any restriction
on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such
exchange is in respect of a transfer made in reliance on Rule 144 (such certification to be in the form set forth on the reverse
side of the Form of Note in Exhibit A attached hereto) and provides such legal opinions, certifications and other information
as the Issuers or the Trustee may reasonably request.


 


(v)  Any Additional Notes sold
in a registered offering shall not be required to bear the Restricted Notes Legend.


 


(f)  Cancellation or Adjustment
of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes,
transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall be returned
by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation,
if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another
Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced
and an adjustment shall be made on the books and records of the Registrar (if it is then the Custodian for such Global Note) with
respect to such Global Note, by the Registrar or the Custodian, to reflect such reduction.


 


(g)  Obligations with Respect
to Transfers and Exchanges of Notes.


 


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


 


(ii) No service charge shall be imposed
in connection with any registration of transfer or exchange of the Notes (other than pursuant to Section 2.7 of the Indenture),
but the Issuers may require payment of a sum sufficient to cover any documentary, stamp, similar issue or transfer tax or similar
governmental charge payable in connection therewith (other than any such documentary, stamp, similar issue or transfer tax or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.6, 4.10, 4.13 and 9.4 of the Indenture).


 


(iii)  Prior to the due presentation
for registration of transfer of any Note, the Issuers, the Trustee, the Paying Agent or the Registrar may deem and treat the person
in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium,
if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuers,
the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.


 






    8


     


    

 


(iv)  All Notes issued upon any
transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits
under the Indenture as the Notes surrendered upon such transfer or exchange.


 


(v)  In order to effect any transfer
or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend
and has not been registered under the Securities Act, if the Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel, in form reasonably acceptable to the Registrar to the effect that no registration under the Securities Act
is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be
required to be delivered to the Registrar and the Trustee.


 


(h) No Obligation of the Trustee.


 


(i)  The Trustee shall have no
responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or 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 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 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.


 


(ii)  The Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture
or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary
participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof.


 


		Section 2.3	Definitive Notes.



 


(a)  A Global Note deposited with
the Depositary or with the Trustee as Custodian pursuant to Section 2.1 may be transferred to the beneficial owners thereof
in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange
for such Global Note, only if such transfer complies with Section 2.2 of this Appendix A and (i) the Depositary notifies
the Issuers that it is unwilling or unable to continue as a Depositary for such Global Note or at any time the Depositary ceases
to be a “clearing agency” registered under the Exchange Act and, in each case, a successor depositary is not appointed
by the Issuers within 90 days of such notice or after the Issuers become aware of such cessation, or (ii) an Event of
Default has occurred and is continuing and the Registrar has received a request from the Depositary. In addition, any Affiliate
of the Issuers or any Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial
interest transferred to such Affiliate in the form of a Definitive Note by providing a written request to the Issuers and the Trustee
and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuers or Trustee.


 


(b)  Any Global Note that is transferable
to the beneficial owners thereof pursuant to this Section 2.3 shall be surrendered by the Depositary to the Trustee, to be
so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such
transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.
Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated and delivered only
in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary
shall direct. Any Definitive Note delivered in exchange for an interest in a Global Note that is a Transfer Restricted Note shall,
except as otherwise provided by Section 2.2(e) of this Appendix A, bear the Restricted Notes Legend.


 






    9


     


    

 


(c)  The registered Holder of
a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests
through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes.


 


(d)  In the event of the occurrence
of any of the events specified in Section 2.3(a) of this Appendix A, the Issuers shall promptly make available to the
Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.


 






    10


     


    

 


EXHIBIT A


 


[FORM OF FACE OF NOTE]


 


[Insert the Restricted Notes Legend, if
applicable, pursuant to the provisions of the Indenture]


 


[Insert the Global Notes Legend, if applicable,
pursuant to the provisions of the Indenture]


 


[Insert the Definitive Notes Legend, if
applicable, pursuant to the provisions of the Indenture]


 


[Insert the ERISA Legend, if applicable,
pursuant to the provisions of the Indenture]


 


[Insert the OID Legend, if applicable,
pursuant to the provisions of the Indenture]


 






    A-1


     


    

 


CUSIP [          ]


 


ISIN [           ]1


 


[RULE 144A][REGULATION S][IAI][GLOBAL] NOTE


 


9.500% Senior Secured Notes due 2025


 


	 	No. [144A-__] [S-__] [IAI-__] [U-__]	[Up to]2 [$______________]



 


VENATOR
FINANCE S.À R.L.


 


a private limited liability company (société
 à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered
office at 8-10 avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce
under number B215641


 


VENATOR MATERIALS LLC


 


promises to pay to [CEDE & CO.]3
[_______________] or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global
Note attached hereto]4 [$__________(__________Dollars)]5 on July 1, 2025.


 


Interest Payment Dates: January 1 and
July 1


 


Record Dates: December 15 and June 15


 


	1	Rule 144A Note CUSIP: 9226AL AA2
	 	Rule 144A Note ISIN: US9226ALAA26
	 	Regulation S Note CUSIP: L9633L AA4
	 	Regulation S Note ISIN: USL9633LAA46
	 	IAI Note CUSIP: 9226AL AB0
	 	IAI Note ISIN: US9226ALAB09
	2	Include in Global Notes.
	3	Include in Global Notes.
	4	Include in Global Notes.
	5	Include in Definitive Notes




 






    


     


    

 


	 	VENATOR FINANCE S.À R.L.
	IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.	 
	 	 
	Dated:	By:	 
	 	 	Name:
	 	 	Title:



 


 


	 	VENATOR MATERIALS LLC
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    A-2


     


    

 


CERTIFICATE OF AUTHENTICATION


 


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


 


	 	wilmington trust, national association as Trustee
	 
	 
		By:	 
	 	Authorized Signatory
	 	 


Dated:


 






    A-3


     


    

 


[Reverse Side of Note]


 


9.500% Senior Secured Notes due 2025


 


Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.            INTEREST.
Venator Finance S.à r.l., a private limited liability company (société à responsabilité limitée)
incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610 Luxembourg,
Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce under number B215641, and Venator Materials LLC,
a Delaware limited liability company (together, the “Issuers”), promise to pay interest on the principal amount
of this Note at 9.500% per annum until but excluding maturity. The Issuers shall pay interest semi-annually in arrears on January 1
and July 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest
Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from and including [●]; provided that the first Interest Payment Date shall be [●].
The Issuers shall 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 interest rate on the Notes to the extent lawful; they 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 interest rate on the Notes to the extent lawful. Interest shall
be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


2.            METHOD
OF PAYMENT. The Issuers shall pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business
on the December 15 or June 15 (whether or not a Business Day), as the case may be, immediately preceding the related
Interest Payment Date, even if such Notes are canceled 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. Principal, premium, if any, and interest
on the Notes shall be payable at the office or agency of the Issuers maintained for such purpose or, at the option of the Issuers,
payment of interest and premium, if any, may be made by check mailed to the Holders at their respective addresses set forth in
the Note Register; provided that payment by wire transfer of immediately available funds shall be required with respect
to principal, premium, if any, and interest on all Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Issuers or the Paying Agent at least five Business Days prior to the applicable payment date. Such
payment shall be in such coin or currency of the United States as at the time of payment is legal tender for payment of public
and private debts.


 


3.            PAYING
AGENT AND REGISTRAR. Initially, Wilmington Trust, National Association, the Trustee under the Indenture, shall act as Paying Agent
and Registrar. The Issuers may change any Paying Agent or Registrar without notice to the Holders. Holdings, the Issuers or any
of their Restricted Subsidiaries may act in any such capacity.


 


4.            INDENTURE.
The Issuers issued the Notes under an Indenture, dated as of May 22, 2020 (as amended or supplemented from time to time, the
 “Indenture”), among Venator Finance S.à r.l., Venator Materials LLC, the Guarantors named therein, the
Trustee and Wilmington Trust, National Association, as Notes Collateral Agent. This Note is one of a duly authorized issue of notes
of the Issuers designated as their 9.500% Senior Secured Notes due 2025. The Issuers shall be entitled to issue Additional Notes
pursuant to Sections 2.1, 4.9 and 4.12 of the Indenture. The Notes and any Additional Notes issued under the Indenture shall
be treated as a single class of securities under the Indenture. The terms of the Notes include those stated in the Indenture. The
Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. Any term used in
this Note that is defined in the Indenture shall have the meaning assigned to it in the Indenture. 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.


 






    A-4


     


    

 


5.            SECURITY.
The Notes and the Guarantees will be secured by first-priority Liens and security interests on the Pari Passu Priority Collateral
and by second-priority Liens and security interests on the ABL Priority Collateral subject to the terms and conditions set forth
in the Indenture, the Intercreditor Agreements and the Security Documents. The Notes Collateral Agent will hold the Collateral
in trust for the benefit of the Trustee and the Holders, in each case pursuant to the Intercreditor Agreements and the Security
Documents. Each Holder by accepting this Note consents and agrees to the terms of the Intercreditor Agreements and the Security
Documents as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture and
authorizes and directs the Notes Collateral Agent to enter into the Intercreditor Agreements and the Security Documents and to
perform its obligations and exercise its rights thereunder in accordance therewith.


 


6.            REDEMPTION
AND REPURCHASE. The Notes are subject to optional redemption, and may be the subject of a Collateral Disposition Offer or a Net
Proceeds Offer pursuant to Section 4.10 of the Indenture or a Change of Control Offer pursuant to Section 4.13 of the
Indenture, as further described in the Indenture. The Issuers shall not be required to make mandatory redemption or sinking fund
payments with respect to the Notes.


 


7.            DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The
Registrar, the Trustee and the Issuers may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents, and Holders shall be required to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need
not exchange or register the transfer of any Note or portion of a Note selected for redemption or tendered for repurchase in connection
with a Change of Control Offer, a Collateral Disposition Offer or a Net Proceeds Offer, except for the unredeemed portion of any
Note being redeemed or repurchased in part.


 


8.            PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.


 


9.            AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture, the Guarantees, the Notes, the Intercreditor Agreements or the Security Documents may be
amended or supplemented as provided in the Indenture.


 


10.          DEFAULTS
AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.1 of the Indenture. Upon the occurrence
of an Event of Default, the rights and obligations of the Issuers, the Guarantors, the Trustee and the Holders shall be as set
forth in the applicable provisions of the Indenture.


 


11.          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.


 


12.          GOVERNING
LAW. THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 






    A-5


     


    

 


13.          CUSIP
AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Issuers have caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers 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.


 


The Issuers shall furnish to any Holder upon
written request and without charge a copy of the Indenture. Requests may be made to the Issuers at the following address:


 


c/o Venator Materials PLC

Titanium House, Hanzard Drive


Wynyard Park


Stockton On Tees, TS22 5FD


United Kingdom


Attention: Jeff Pehrson


 






    A-6


     


    

 


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 Issuers. 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-7


     


    

 



 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR

REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES


 


This certificate relates to $_________ principal
amount of Notes held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned.


 


The undersigned (check one box below):


 


		 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the
Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to
its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or



 


		 ̈	has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.



 


In connection with any transfer of any of
the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance with its
terms:


 


CHECK ONE BOX BELOW


 


		(1)	 ̈	to Holdings, the Issuers or Subsidiary thereof; or



 


		(2)	 ̈	to the Registrar for registration in the name of the Holder, without transfer; or



 


		(3)	 ̈	pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”);
or



 


		(4)	 ̈	to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A
under the Securities Act (“Rule 144A”)) that purchases for its own account or for the account of a qualified
institutional buyer and to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant
to and in compliance with Rule 144A; or



 


		(5)	 ̈	pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under
the Securities Act (and if the transfer is being made prior to the expiration of the Distribution Compliance Period, the Notes
shall be held immediately thereafter through Euroclear or Clearstream); or



 


		(6)	 ̈	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements; or



 


		(7)	 ̈	pursuant to Rule 144 under the Securities Act; or



 


		(8)	 ̈	pursuant to another available exemption from registration under the Securities Act.



 






    A-8 


     


    

 


Unless one of the boxes is checked, the Trustee will
refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof;
provided, however, that if box (5), (6), (7) or (8) is checked, the Issuers or the Trustee may require,
prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuers or
the Trustee has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of, the Securities Act.


 


	 	 
	 	Your Signature
	 	 
	Date:____________________	

	 	Signature of Signature

Guarantor


 


TO BE COMPLETED BY PURCHASER IF (4) ABOVE
IS CHECKED.


 


The undersigned represents and warrants
that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion
and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is
aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding
the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that
it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


 





	Dated:____________________	 
	 	NOTICE:	To be executed by

 an executive officer
	 	Name:
	 	Title:



 


Signature Guarantee*: __________________________________


 


		*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).



 






    A-9 


     


    

 


 


 





TO BE COMPLETED IF THE HOLDER REQUIRES
AN EXCHANGE FROM A
 REGULATION S GLOBAL NOTE TO AN UNRESTRICTED GLOBAL NOTE,
 PURSUANT TO SECTION 2.2(d)(iii) OF
APPENDIX A TO THE INDENTURE6


 




The undersigned represents and warrants that
either:


 


		 ̈	the undersigned is not a dealer (as defined in the Securities Act) and is a non-U.S. person (within the meaning of Regulation S
under the Securities Act); or



 


		 ̈	the undersigned is not a dealer (as defined in the Securities Act) and is a U.S. person (within the meaning of Regulation S
under the Securities Act) who purchased interests in the Notes pursuant to an exemption from, or in a transaction not subject to,
the registration requirements under the Securities Act; or



 


		 ̈	the undersigned is a dealer (as defined in the Securities Act) and the interest of the undersigned in this Note does not constitute
the whole or a part of an unsold allotment to or subscription by such dealer for the Notes.



 


	Dated:____________________	
 



	 	Your Signature


 





 






6        Include
only for Regulation S Global Notes.


 






    A-10 


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Issuers pursuant to Section 4.10 or Section 4.13 of the Indenture, check the appropriate box below:


 


[   ] Section 4.10          [   ]
Section 4.13


 


If you want to elect to have only part of
this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.13 of the Indenture, state the amount you elect
to have purchased:


 


		$_______________	(integral multiples of $1,000,

provided that the unpurchased

portion must be in a minimum

principal amount of $2,000)



 


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 Note 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, Depositary or Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




 


__________________

*This schedule should be included only if the Note is issued in global form.


 






    A-12 


     


    







 


EXHIBIT B


 





FORM OF

TRANSFEREE LETTER OF REPRESENTATION FOR TRANSFERS TO IAIS


 


Venator Finance S.à r.l.


 


a private limited liability company (société
 à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered
office at 8-10 avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce
under number B215641


 


Venator Materials LLC


 


c/o Venator Materials PLC

Titanium House, Hanzard Drive


Wynyard Park


Stockton On Tees, TS22 5FD


United Kingdom


Attention: Jeff Pehrson


Ladies and Gentlemen:


 


This certificate is delivered to request
a transfer of $[_______] principal amount of the 9.500% Senior Secured Notes due 2025 (the “Notes”) of Venator
Finance S.à r.l. and Venator Materials LLC (collectively, the “Issuers”).


 


Upon transfer, the Notes would be registered
in the name of the new beneficial owner as follows:


 


Name:________________________


 


Address:______________________


 


Taxpayer ID Number:____________


 


The undersigned represents and warrants
to you that:


 


1. We are an institutional “accredited
investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
 “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited
investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes, for investment purposes and not
with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge
and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes,
and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which
we are acting, are each able to bear the economic risk of our or its investment.


 


2. We understand that the Notes have not
been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence.
We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise
transfer such Notes prior to the date that is one year after the later of the date of original issue and the last date on which
the Issuers or any affiliate of the Issuers were the owners of such Notes (or any predecessor thereto) (the “Resale Restriction
Termination Date”) only in accordance with the Restricted Notes Legend (as such term is defined in the indenture under
which the Notes were issued) on the Notes and any applicable securities laws of any state of the United States. The foregoing restrictions
on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is
proposed to be made pursuant to clause (e) of the Restricted Notes Legend prior to the Resale Restriction Termination
Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuers and the
Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for
investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuers and
the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the
Notes with respect to applicable transfers described in the Restricted Notes Legend to require the delivery of an opinion of counsel,
certifications and/or other information satisfactory to the Issuers and the Trustee.


 





	 	TRANSFEREE:__________________,
	 	 
	 	by:___________________________



 









    


     


    

 


EXHIBIT C


 





FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 





 


Supplemental Indenture (this “Supplemental
Indenture”), dated as of [__________] [__], 20[__], among _________________ (the “Guaranteeing Subsidiary”),
a subsidiary of Venator Materials PLC (or its permitted successor), Venator Finance S.à r.l., a private limited liability
company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy
of Luxembourg, having its registered office at 8-10 avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, registered
with the Luxembourg Register of Commerce under number B215641, and Venator Materials LLC, a Delaware limited liability company
(together, the “Issuers”), Wilmington Trust, National Association, as trustee (the “Trustee”)
and Wilmington Trust, National Association, as notes collateral agent (the “Notes Collateral Agent”).


 


W I T N E S S E T H


 


WHEREAS, each of the Issuers and the Guarantors
(as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”),
dated as of May 22, 2020, providing for the issuance of an unlimited aggregate principal amount of 9.500% Senior Secured Notes
due 2025 (the “Notes”);


 


WHEREAS, the Indenture provides that under
certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to
which the Guaranteeing Subsidiary shall unconditionally Guarantee all of the Issuers’ Obligations under the Notes and the
Indenture on the terms and conditions set forth herein and under the Indenture; and


 


WHEREAS, pursuant to Section 9.1 of the
Indenture, the Trustee and the Notes Collateral Agent are authorized to execute and deliver this Supplemental Indenture.


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the 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.            Guarantor.
The Guaranteeing Subsidiary hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable
to Guarantors, including Article XI thereof. [LOCAL LAW LIMITATIONS TO BE INSERTED IF APPLICABLE]


 


3.            Governing
Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


4.            Waiver
of Jury Trial. EACH OF THE GUARANTEEING SUBSIDIARY, THE TRUSTEE AND THE NOTES COLLATERAL AGENT 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 SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 






     


     


    

 


5.            Counterparts.
The parties may sign any number of copies of this Supplemental Indenture, including through electronic signature. Each signed copy
shall be an original, but all of them together represent the same agreement.


 


6.            Headings.
The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


 


7.            The
Trustee and the Notes Collateral Agent. In entering into this Supplemental Indenture, the Trustee and the Notes Collateral
Agent shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability of
or affording protection to the Trustee or the Notes Collateral Agent, as applicable, whether or not elsewhere herein so provided.
Neither the Trustee nor the Notes Collateral Agent makes any representations as to the validity, execution or sufficiency of this
Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee or the Notes Collateral Agent.
Neither the Trustee nor the Notes Collateral Agent takes any responsibility for the correctness of the recitals contained herein,
which shall be taken as a statement of the Issuers.


 


8.              Spanish
Particularities.7


 













(a)            [Spanish
Guaranteeing Subsidiary] agrees that, at its sole cost and expense, this Supplemental Indenture (which includes as an attachment
the Indenture and any other Supplemental Indentures amending its terms), is formalized by such [Spanish Guaranteeing Subsidiary],
the Trustee and the Notes Collateral Agent, as a Spanish Public Document (escritura pública or póliza intervenida,
at the choice of the Trustee and Notes Collateral Agent) for the purpose of Article 517 et seq. of the Spanish Law
of Civil Procedure (Law 1/2000 of 7th January) (Ley de Enjuiciamiento Civil).


 


(b)            For
the purpose of Article 571 et seq. of the Spanish Law of Civil Procedure:


 


(i) the amount due and payable under the Indenture
that may be claimed in any executive enforcement proceedings will be contained in the schedule of calculations supplied by the
Issuers to the Trustee in accordance with Section 7.2(n) of the Indenture, and will reflect the amounts owed by the Issuers
and/or the Guarantors, calculated in accordance with the terms and conditions of the Indenture, all in accordance with Section 12.16
(Spanish Provisions Relating to Executive Proceedings) of the Indenture; and


 


(ii) the Notes Collateral Agent or the Trustee
may (at the cost of the relevant Spanish Guarantor) have the referred schedule of calculations notarized.


 


(c)            In
accordance with Section 12.16 (Spanish Provisions Relating to Executive Proceedings) of the Indenture, the Notes Collateral
Agent and the Trustee may commence executive proceedings in Spain by presenting to the relevant Spanish court:


 


(i) an original copy of the Spanish Public Document
(escritura pública or póliza intervenida, at the choice of the Notes Collateral Agent or the Trustee)
formalizing this Supplemental Indenture;


 





 









7
Include only in relation to Guaranteeing Subsidiaries incorporated in Spain.







 






    D-2 


     


    

 


(ii) a notarial document (acta notarial)
incorporating the schedule of calculations referred to in sub-paragraph (c)‎(i) above; and


 


(iii) a notarial document (acta notarial)
providing evidence of the prior notice to [Spanish Guaranteeing Subsidiary] of the amount owed under the Indenture as per the schedule
of calculations before the start of the executive proceedings.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed, all as of the date first above written.


 


	 	[NAME OF GUARANTEEING SUBSIDIARY]
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


	 	WILMINGTON TRUST, NATIONAL

 ASSOCIATION, as Trustee and Notes Collateral 

Agent
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 






    D-3 


     


    

 


EXHIBIT D


 


GUARANTY AND SECURITY PRINCIPLES


 





 


		1.	Guaranty and Security Principles



 


		(a)	The guarantees and security to be provided under the Notes Documents with respect to Collateral
outside the United States will be given in accordance with the security principles set out in this Exhibit D (the “Guaranty
and Security Principles”). This Exhibit D identifies the Guaranty and Security Principles and addresses the manner
in which the Guaranty and Security Principles will impact on and determine the extent and terms of the guarantees and security
proposed to be provided with respect to Collateral outside the United States in relation to the Notes under this Indenture.



 


		(b)	The Guaranty and Security Principles embody the recognition by all parties that there may be certain
legal and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from Holdings and
all relevant Subsidiaries in each jurisdiction in which it has been agreed that guarantees and security will be granted by Holdings
and its Subsidiaries. In particular:



 


		(i)	general legal and statutory limitations, regulatory restrictions, financial assistance, corporate
benefit, fraudulent preference, equitable subordination, tax restrictions (including, but not limited to, “transfer pricing,”
 “thin capitalization,” “earnings stripping,” “controlled foreign corporation”
and other tax restrictions), “exchange control restrictions,” “capital maintenance” rules and
 “liquidity impairment” rules, retention of title claims, employee consultation or approval requirements and
similar principles may limit the ability of the Guarantors to provide a Guarantee or security or may require that the Guarantee
or security be limited as to amount or otherwise and, if so, the guarantee or security will be limited accordingly; provided
that to the extent requested by the Term Loan Collateral Agent pursuant to the terms of the Term Loan Credit Facility, Holdings
or the relevant Subsidiary (as applicable) shall use reasonable endeavors (but without incurring material cost and without adverse
impact on commercial relationships with third parties) to overcome any such obstacle or otherwise such Guarantee or Security Document
shall be subject to such limit;



 


		(ii)	a key factor in determining whether or not a Guarantee or security will be taken (and in respect
of the security, the extent of its perfection and/or registration) is the applicable time and cost (including, but not limited
to, adverse effects on taxes, interest deductibility, stamp duty, registration taxes, notarial costs and all applicable legal fees)
which will not be disproportionate to the benefit accruing to the Secured Parties of obtaining such Guarantee or security;



 


		(iii)	unless agreed otherwise, the Subsidiaries will not be required to give Guarantees or enter into
Security Documents if they are not wholly-owned by Holdings and/or other Subsidiaries or if it is not within the legal capacity
of the relevant Subsidiaries or if it would conflict with the fiduciary or statutory duties of their directors or contravene any
applicable legal, regulatory or contractual prohibition or restriction or have the potential to result in a material risk of personal
or criminal liability for any director or officer of or for Holdings or any Subsidiary; provided that, to the extent requested
by the Term Loan Collateral Agent pursuant to the terms of the Term Loan Credit Facility, the relevant Subsidiary shall use reasonable
endeavors (but without incurring material cost and without adverse impact on commercial relationships with third parties) to overcome
any such obstacle or otherwise such Security Document shall be subject to such limit;



 






     


     


    

 


		(iv)	having regard to the principle in ‎(ii) above, Holdings shall act in good faith (having
regard to customary practice in applicable jurisdictions and in a manner consistent with any agreement between Holdings and the
Term Loan Collateral Agent on such matters) with a view to determining whether certain security can be provided by the relevant
Issuer or Guarantor granting promissory security in favor of the Secured Parties coupled with an irrevocable power of attorney
to the Notes Collateral Agent as opposed to a definitive legal mortgage or pledge over the relevant asset;



 


		(v)	Guarantees and security will be limited so that the aggregate of notarial costs and all registration
and like taxes and duties relating to the provision of security will not exceed an amount as reasonably determined by Holdings
(or any equivalent amount as agreed between Holdings and the Term Loan Collateral Agent under the Term Loan Credit Facility);



 


		(vi)	where a class of assets to be secured includes material and immaterial assets, if the cost of granting
security over the immaterial assets is disproportionate to the benefit of such security, security will be granted over the material
assets only;



 


		(vii)	it is expressly acknowledged that it may be either impossible or impractical to create security
over certain categories of assets in which event security will not be taken over such assets;



 


		(viii)	any asset subject to a legal requirement, contract, lease, licence, instrument, regulatory constraint
(including any agreement with any government or regulatory body) or other third party arrangement, which may prevent or condition
the asset from being charged, secured or being subject to the applicable Security Document (including requiring a consent of any
third party, supervisory board or works council (or equivalent)) and any asset which, if subject to the applicable security document,
would give a third party the right to terminate or otherwise amend any rights, benefits and/or obligations with respect to Holdings
or any Subsidiary in respect of the asset or require the relevant chargor to take any action materially adverse to the interests
of Holdings and/or its Subsidiaries, in each case will be excluded from a Guarantee or Security Document; provided that
reasonable endeavors (exercised for a specified period of time) to obtain any such consent, release or waiver in respect of such
asset shall be used by Holdings and/or the relevant Subsidiaries (as applicable) if the asset is material and Holdings is satisfied
that such endeavors will not involve placing commercial relationships with third parties in jeopardy;



 






    D-2 


     


    

 


		(ix)	the giving of a Guarantee, the granting of security and the registration and/or the perfection
of the security granted will not be required if it would have a material adverse effect on the ability of Holdings or the relevant
Subsidiary to conduct its operations and business in the ordinary course as otherwise permitted by the Notes Documents (including
dealing with the secured assets and all contractual counterparties or amending, waiving or terminating (or allowing to lapse) any
rights, benefits or obligations, in each case prior to a Declared Default which is continuing), and any requirement under the Guaranty
and Security Principles to seek consent of any person or take or not take any other action shall be subject to this ‎paragraph (ix);



 


		(x)	any Security Document will only be required to be notarized if required by law in order for the
relevant security to become effective, enforceable or admissible in evidence;



 


		(xi)	no Guarantee or security will be required to be given by any acquired person or asset (and no consent
shall be required to be sought with respect thereto) which are required to support acquired indebtedness to the extent such acquired
indebtedness is permitted by this Indenture to remain outstanding after an acquisition. No member of a target group or other entity
acquired pursuant to an acquisition not prohibited under the terms of this Indenture shall be required to become a Guarantor or
grant security with respect to the Notes under this Indenture if prevented by the terms of the documentation governing that acquired
indebtedness or if becoming a Guarantor or the granting of any security would give rise to an obligation (including any payment
obligation) under or in relation thereto; no security will be granted over any asset secured for the benefit of any Permitted Indebtedness
and/or to the extent constituting Permitted Liens unless specifically required by a Notes Document to the contrary;



 


		(xii)	to the extent possible and unless required by applicable law, there should be no action required
to be taken in relation to the Guarantees or security when any lender assigns or transfers any of its participation to a new lender
(and in the case of Spain, the parties agree that, pursuant to article 1528 of the Spanish Civil Code, the relevant assignee will
automatically become a pledgee upon full or partial assignment to third parties of the pledgees’ contractual position in
terms set out in the Notes Documents);



 


		(xiii)	no title investigations or other diligence on assets will be required and no title insurance will
be required;



 


		(xiv)	security will not be required over any assets subject to security in favor of a third party (provided
that such security constitutes a Permitted Lien) if prevented by the terms of such arrangement or any cash constituting regulatory
capital (and such assets or cash shall be excluded from any relevant security document);



 


		(xv)	(i) to the extent legally effective, all security will be given in favor of the Notes Collateral
Agent and not the secured creditors individually (with the Notes Collateral Agent to hold one set of security documents for all
the Secured Parties); (ii) “parallel debt” provisions will be used where necessary (and included in this
Indenture and/or the Intercreditor Agreements and not the individual security documents); (iii) Spanish Liens shall be given
to the Secured Parties individually or through the Notes Collateral Agent, and parallel debt provisions shall be disregarded in
respect of Spanish Liens;



 






    D-3 


     


    

 


		(xvi)	Guarantees and security will not be required from or over the assets of, any joint venture or similar
arrangement, any minority interest or any Subsidiary that is not wholly-owned by Holdings and/or other Subsidiaries;



 


		(xvii)	no security may be provided on terms which are inconsistent with the turnover or sharing provisions
in the Intercreditor Agreements;



 


		(xviii)	no Guarantee or security shall guarantee or secure any “Excluded Swap Obligations”
defined in accordance with the Loan Syndications and Trading Association’s (“LSTA”) Market Advisory Update
dated February 15, 2013 entitled “Swap Regulations’ Implications for Loan Documentation,” and any
update thereto by the LSTA; and



 


		(xix)	other than a general security agreement and related filing, no perfection, filing or other action
will be required with respect to assets of a type not owned by Holdings or the Subsidiaries.



 


		(c)	Notwithstanding any term of any Notes Document: no obligation of the Venator Co-Issuer under any
Notes Document may be, directly or indirectly: (i) guaranteed by a CFC or by a FSHCO, or guaranteed by a subsidiary of a CFC
or FSHCO; (ii) secured by any assets of a CFC, FSHCO or a subsidiary of a CFC or a FSHCO (including any CFC or FSHCO equity
interests held directly or indirectly by a CFC or FSHCO); (iii) secured by a pledge or other security interest in any voting
stock of any CFC or FSHCO in excess of 65% of the total combined voting power of all classes of stock of such CFC or FSHCO (and
100% of the non-voting equity interests); or (iv) guaranteed by any subsidiary or secured by a pledge of or security interest
in any subsidiary or other asset, if it would result in material adverse U.S. tax consequences as reasonably determined by the
Issuers and Holdings in good faith, and consistent with any determination made by the Issuers, Holdings and the Term Loan Collateral
Agent.



 


		2.	Governing Law and Scope



 


		(a)	The Guarantees and security to be provided in respect of the Notes under this Agreement in accordance
with the Guaranty and Security Principles are only to be given to the extent required pursuant to Section 4.15 of the Indenture,
and no security or Guarantees shall be required to be given by any joint venture or similar arrangement, any minority interest
or any Subsidiary that is not wholly-owned by Holdings and/or other Subsidiaries.



 






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		(b)	All security (other than share security) will be governed by the law of the jurisdiction of incorporation
of the applicable grantor of the security and no action in relation to security (including any perfection step, further assurance
step, filing or registration) will be required in jurisdictions where the grantor of the security is not incorporated. Notwithstanding
the preceding sentence, (i) share security over any subsidiary will be governed by the law of the place of incorporation of
that subsidiary; (ii) any security over an inter-company loan between Holdings or the Issuers and any of their respective
Subsidiaries which on-lends equity contributions or proceeds of any of the Notes issued under this Indenture will be governed by
the governing law of such intra-group loan document and, in each case, any perfection step, further assurance step, filing or registration
in connection therewith shall be subject to such jurisdiction and (if applicable) the jurisdiction of incorporation of the relevant
security provider; and (iii) a notice may be served in relation to any security over an intra-group receivables on the relevant
grantor regardless of its jurisdiction of incorporation.



 


		3.	Terms of Security Documents



 


The following principles will
be reflected in the terms of any security taken in connection with the Notes issued under this Indenture:


 


		(a)	security will not be enforceable until the occurrence of a Declared Default which is continuing;



 


		(b)	the Secured Parties (or any agent or similar representative appointed by them at the relevant time)
will only be able to exercise a power of attorney or set-off granted to them under the terms of the Notes Documents (i) following
the occurrence of a Declared Default which is continuing or (ii) where Holdings or the relevant Subsidiary granting the security
has failed to comply with a perfection or further assurance obligation and any applicable grace period thereto has expired;



 


		(c)	the applicable Security Documents should only operate to create security rather than to impose
new commercial obligations or repeat clauses in other Notes Documents; accordingly (i) they should not contain additional
representations, undertakings or indemnities (including, without limitation, in respect of insurance, information, maintenance
or protection of assets or the payment of fees, costs and expenses) unless these are the same as or consistent with those contained
in this Indenture or are required for the creation, perfection or extension of security in accordance with local law; and (ii) nothing
in any Security Document shall (or be construed to) prohibit any transaction, matter or other step (or a grantor of security taking
or entering into the same or dealing in any manner whatsoever in relation to any asset (including all rights, claims, benefits,
proceeds and documentation, and contractual counterparties in relation thereto) the subject of (or expressed to be the subject
of) the Security Document if not prohibited by the terms of the other Notes Documents (and accordingly to such extent, the Notes
Collateral Agent shall promptly effect releases, confirmations, consents to deal or similar steps always at the cost of the relevant
grantor of the security);



 


		(d)	no security will be granted over parts, stock, moveable plant, equipment or receivables if it would
require labelling, segregation or periodic listing or specification of such parts, stock, moveable plant, equipment or receivables;



 


		(e)	perfection will not be required in respect of (i) vehicles and other assets subject to certificates
of title or (ii) letter of credit rights and tort claims (or the local law equivalent);



 






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		(f)	in no event shall control agreements (or perfection by control or similar arrangements) be required
with respect to any assets (including deposit or securities accounts) (unless the Notes Documents expressly provide for any specific
account (by reference to its purpose) to be subject to specific restrictions on use);



 


		(g)	security will, where possible and practical, automatically create security over future assets of
the same type as those already secured; where local law requires supplemental pledges or notices to be delivered in respect of
future acquired assets in order for effective and enforceable security to be created or perfected over that class of asset, such
supplemental pledges or notices will be provided only if provided under the Term Loan Credit Facility, if then in effect, and if
the Term Loan Credit Facility is not then in effect, to the extent required by local law or consistent with past practice, as determined
by Holdings acting in good faith, and at intervals no more frequent than annually or at other intervals agreed between Holdings
and the Term Loan Collateral Agent; and



 


		(h)	each applicable Security Document must contain a clause which records that if there is a conflict
between the Security Document and the Intercreditor Agreements then (to the fullest extent permitted by law) the provisions of
the Intercreditor Agreements will take priority over the provisions of the Security Document.



 


		4.	Bank Accounts



 


		(a)	If a grantor grants security over its bank accounts it will be free to deal, operate and transact
business in relation to those accounts (including opening and closing accounts) until the occurrence of a Declared Default which
is continuing (unless the Notes Documents expressly provide for any specific account (by reference to its purpose) to be subject
to specific restrictions on use). For the avoidance of doubt (unless the Notes Documents expressly provide for any specific account
(by reference to its purpose) to be subject to specific restrictions on use), there will be no “fixed” security
over bank accounts, cash or receivables or any obligation to have a specific balance, hold or pay cash or receivables in a particular
account until the occurrence of a Declared Default which is continuing.



 


		(b)	If required by local law to perfect the security and if possible without disrupting operation of
the account, notice of the security will be served on the account bank in relation to applicable accounts within 10 Business Days
of the date of the security document (or accession thereto) unless an earlier notice is required for perfection purposes under
the relevant local law, and the applicable grantor of the security will use its reasonable endeavors to obtain an acknowledgement
of that notice within 10 Business Days of service unless an earlier acknowledgement is required for perfection purposes under the
relevant local law. Save in the case of a bank account pledge governed by the laws of Luxembourg, if the grantor of the security
has used its reasonable endeavors but has not been able to obtain acknowledgement or acceptance, its obligation to obtain acknowledgement
will cease on the expiry of that 10 Business Day period (or earlier, only if perfection requires an earlier notice under the relevant
local law). Irrespective of whether notice of the security is required for perfection, if the service of notice would prevent Holdings
or any Subsidiary from using a bank account in the course of its business, no notice of security will be served until the occurrence
of a Declared Default which is continuing.



 






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		(c)	Any security over bank accounts will be subject to any security interests in favor of the account
bank which are created either by law or in the standard terms and conditions of the account bank. No grantor of security will be
required to change its banking arrangements or standard terms and conditions in connection with the granting of bank account security.



 


		(d)	If required under applicable local law, security over bank accounts will be registered subject
to the general principles set out in these Guaranty and Security Principles.



 


		5.	Fixed Assets



 


If a grantor grants security
over its material fixed assets, it will be free to deal with those assets in the course of its business until the occurrence of
a Declared Default which is continuing. No notice, whether to third parties or by attaching a notice to the fixed assets, will
be prepared or given until the occurrence of a Declared Default which is continuing.


 


		6.	Insurance Policies



 


A grantor may grant security
over its material insurance policies (excluding any third party liability or public liability insurance and any directors and officers
insurance in respect of which claims thereunder may be mandatorily prepaid, provided that the relevant insurance policy
allows security to be so granted). Notice of any security interest over insurance policies will only be served on an insurer of
the assets of Holdings or its Subsidiaries upon written request of the Notes Collateral Agent, which may only be given after the
occurrence of a Declared Default which is continuing.


 


Prior to a Declared Default which
is continuing, no loss payee or other endorsement will be made on the insurance policy, and no Secured Party will be named as co-insured.


 


		7.	Intellectual Property



 


		(a)	Subject to paragraph 1(b)(viii) above, no security will be granted over any intellectual
property which cannot be secured under the terms of the relevant licensing agreement.



 


		(b)	If security is granted over the relevant material intellectual property, the grantor shall be free
to deal with, use, licence and otherwise commercialise those assets in the course of its business (including allowing its intellectual
property to lapse if no longer material to its business) until a Declared Default which is continuing.



 


		(c)	Notice of any security interest over intellectual property will only be served on a third party
from whom intellectual property is licensed upon written request of the Notes Collateral Agent, which may only be given after the
occurrence of a Declared Default which is continuing. No intellectual property security will be required to be registered under
the law of that Security Document, the law where the grantor is regulated, at any relevant supra-national registry or at any other
relevant register. Security over intellectual property rights will be taken on an “as is, where is” basis, and
neither Holdings nor its Subsidiaries will be required to procure any changes to, or corrections of filings on, external registers.



 






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		8.	Real Estate



 


		(a)	No fixed security shall be granted over real property (unless otherwise agreed or pursuant to Finnish
law mortgage (subject to an agreed materiality threshold) or a general or all asset Security Document (such as a debenture (subject
to the rest of these Guaranty and Security Principles)) which charges all of the assets of a Loan Party but excluding (i) any
unregistered real property which, if subject to any such security would be required to be registered under the relevant land registry
laws (provided that such real property shall only be excluded for so long as it remains unregistered), and (ii) any
leasehold real property that has 25 years or less to run on the lease or has a rack rent payable).



 


		(b)	There will be no obligation to investigate title, provide surveys or carry out any other insurance
or environmental due diligence.



 


		(c)	There will be no obligation to obtain landlord waivers, collateral access agreements or bailee
letters with respect to any location or asset.



 


		9.	Shares



 


		(a)	Security over shares will be limited to those over an Issuer or a Guarantor.



 


		(b)	Until a Declared Default has occurred and is continuing, the legal title of the shares will remain
with the relevant grantor of the security (unless transfer of title on granting such security is customary in the applicable jurisdiction)
and any grantor of share security will be permitted to retain and to exercise voting rights and powers in relation to any shares
and other related rights charged by it and receive, own and retain all assets and proceeds in relation thereto without restriction
or condition; provided that any exercise of rights does not materially adversely affect the validity or enforceability of
the security over the shares or cause a Declared Default to occur. With respect to security over shares in a German or French company
only, the voting rights will remain with the pledgor even after a Declared Default has occurred; provided, however,
that such voting rights may only be exercised in a manner which does not materially and adversely affect the validity or enforceability
of the security over the shares.



 


		(c)	Where customary and/or applicable as a matter of law, following a request by the Notes Collateral
Agent, on, or as soon as reasonably practicable following execution of the security or accession document, the applicable share
certificate (or other documents evidencing title to the relevant shares) and a stock transfer form executed in blank (or applicable
law equivalent) will be provided to the Notes Collateral Agent upon its request.



 


In this Exhibit D, “Declared Default”
means (i) the giving of notice by the Trustee or the Holders under Section 6.2 or (ii) any Event of Default described
in Section 6.1(9).


 






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