Exhibit 4.1


 


 


GFL ENVIRONMENTAL INC.


 


4.750% Senior Notes due 2029


 


INDENTURE


 


Dated as of June 8, 2021


 


Computershare Trust Company,
N.A., as Trustee


 


 






     


     


    

 







TABLE OF CONTENTS


Page


 




	Article I Definitions and Incorporation by Reference	1
	 	 
	Section 1.1.   Definitions	1
	Section 1.2.   Other Definitions	47
	Section 1.3.   Rules of Construction	48
	 	 
	Article II THE NOTES	49
	 	 
	Section 2.1.   Form and Dating	49
	Section 2.2.   Execution and Authentication	50
	Section 2.3.   Registrar and Paying Agent	51
	Section 2.4.   Paying Agent to Hold Money in Trust	52
	Section 2.5.   Holder Lists	52
	Section 2.6.   Transfer and Exchange	52
	Section 2.7.   Replacement Notes	66
	Section 2.8.   Outstanding Notes	66
	Section 2.9.   Temporary Notes	67
	Section 2.10.   Cancellation	67
	Section 2.11.   Defaulted Interest	67
	Section 2.12.   CUSIP Numbers	68
	Section 2.13.   Calculations	68
	 	 
	Article III REDEMPTION	68
	 	 
	Section 3.1.   Notices to Trustee	68
	Section 3.2.   Selection of Notes to Be Redeemed	69
	Section 3.3.   Notice of Redemption	69
	Section 3.4.   Effect of Notice of Redemption	70
	Section 3.5.   Deposit of Redemption Price	71
	Section 3.6.   Notes Redeemed in Part	71
	Section 3.7.   Optional Redemption	71
	Section 3.8.   Tax Redemption	72
	Section 3.9.   Mandatory Redemption	73



 






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	Article IV COVENANTS	73
	 	 
	Section 4.1.   Payment of Notes	73
	Section 4.2.   Reports	73
	Section 4.3.   Incurrence of Indebtedness and Issuance of Disqualified Stock	75
	Section 4.4.   Restricted Payments	81
	Section 4.5.   Liens	88
	Section 4.6.   Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	89
	Section 4.7.   Asset Sales	91
	Section 4.8.   Transactions With Affiliates	94
	Section 4.9.   Issuance of Note Guarantees	97
	Section 4.10.   Designation of Restricted and Unrestricted Subsidiaries	97
	Section 4.11.   Change of Control Triggering Event	99
	Section 4.12.   Maintenance of Office or Agency for Registration of Transfer, Exchange and Payment of Notes	101
	Section 4.13.   Appointment to Fill a Vacancy in the Office of Trustee	102
	Section 4.14.   Provision as to Paying Agent	102
	Section 4.15.   Maintenance of Corporate Existence	103
	Section 4.16.   [Reserved]	103
	Section 4.17.   Compliance Certificate	103
	Section 4.18.   Taxes	104
	Section 4.19.   Stay, Extension and Usury Laws	104
	Section 4.20.   Covenant Suspension	104
	Section 4.21.   Additional Amounts	105
	 	 
	Article V SUCCESSOR COMPANY	108
	 	 
	Section 5.1.   Amalgamation, Merger, Consolidation or Sale of Assets	108
	Section 5.2.   Successor Substituted	111
	 	 
	Article VI DEFAULTS AND REMEDIES	111
	 	 
	Section 6.1.   Events of Default	111
	Section 6.2.   Acceleration of Maturity; Rescission and Annulment	113
	Section 6.3.   Other Remedies	113



 






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	Section 6.4.   Waiver of Past Defaults	113
	Section 6.5.   Control by Majority	114
	Section 6.6.   Limitation on Suits	114
	Section 6.7.   Rights of Holders to Receive Payment	114
	Section 6.8.   Collection Suit by Trustee	114
	Section 6.9.   Trustee May File Proofs of Claim	115
	Section 6.10.   Priorities	115
	Section 6.11.   Undertaking for Costs	115
	 	 
	Article VII TRUSTEE	116
	 	 
	Section 7.1.   Duties of Trustee	116
	Section 7.2.   Rights of Trustee	117
	Section 7.3.   Individual Rights of Trustee	118
	Section 7.4.   Trustee’s Disclaimer	118
	Section 7.5.   Notice of Defaults	118
	Section 7.6.   Compensation and Indemnity	119
	Section 7.7.   Replacement of Trustee	119
	Section 7.8.   Successor Trustee by Merger	120
	Section 7.9.   Eligibility; Disqualification	120
	Section 7.10.   Preferential Collection of Claims Against Company	121
	 	 
	Article VIII DISCHARGE OF INDENTURE; DEFEASANCE	121
	 	 
	Section 8.1.   Discharge of Liability on Notes; Defeasance	121
	Section 8.2.   Conditions to Defeasance	123
	Section 8.3.   Delivery and Application of Trust Money	124
	Section 8.4.   Repayment to Company	124
	Section 8.5.   Indemnity for Government Securities	124
	Section 8.6.   Reinstatement	125
	 	 
	Article IX AMENDMENTS	125
	 	 
	Section 9.1.   Without Consent of Holders	125
	Section 9.2.   With Consent of Holders	126
	Section 9.3.   Revocation and Effect of Consents	127



 






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	Section 9.4.   Notation on or Exchange of Notes	127
	Section 9.5.   Trustee to Sign Amendments	127
	 	 
	Article X NOTE GUARANTEES	128
	 	 
	Section 10.1.   Note Guarantees	128
	Section 10.2.   Limitation on Liability	129
	Section 10.3.   Execution and Delivery of Note Guarantee	130
	Section 10.4.   Successors and Assigns	130
	Section 10.5.   No Waiver	130
	Section 10.6.   Right of Contribution	131
	Section 10.7.   No Subrogation	131
	Section 10.8.   Benefits Acknowledged	131
	Section 10.9.   Modification	131
	Section 10.10.   Release of Note Guarantees	131
	 	 
	Article XI [Reserved]	132
	 	 
	Article XII MISCELLANEOUS	132
	 	 
	Section 12.1.   Notices	132
	Section 12.2.   Communication by Holders with Other Holders	134
	Section 12.3.   Certificate and Opinion as to Conditions Precedent	134
	Section 12.4.   Statements Required in Certificate or Opinion	134
	Section 12.5.   When Notes Disregarded	134
	Section 12.6.   Legal Holidays	135
	Section 12.7.   Governing Law; Submission to Jurisdiction	135
	Section 12.8.   Waiver of Jury Trial	135
	Section 12.9.   Force Majeure.	135
	Section 12.10.   No Personal Liability of Directors, Officers, Employees and Shareholders	136
	Section 12.11.   Successors	136
	Section 12.12.   Multiple Originals; Counterparts	136
	Section 12.13.   Severability	136
	Section 12.14.   Table of Contents; Headings	136



 






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	Section 12.15.   No Adverse Interpretation of Other Agreements	137
	Section 12.16.   Acts of Holders	137
	Section 12.17.   Indemnification for Non-U.S. Dollar Currency Judgments	138
	Section 12.18.   Interest Act (Canada)	139


 


EXHIBITS


 


	Exhibit A	Form of Note for the Issuer’s 4.750% Senior Notes due 2029
	 	 
	Exhibit B	Form of Certificate of Transfer
	 	 
	Exhibit C	Form of Certificate of Exchange
	 	 
	Exhibit D	Form of Supplemental Indenture to be Delivered by Subsequent Guarantors



 






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THIS INDENTURE, dated as of June 8, 2021, is among
GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (“Issuer”), the Guarantors
(as defined herein) from time to time party hereto, and Computershare Trust Company, N.A., as trustee (the “Trustee”).


 


WHEREAS, the Issuer has duly authorized the creation
of an issue of US$750,000,000 aggregate principal amount of 4.750% Senior Notes due 2029 (the “Initial Notes”);


 


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


 


NOW, THEREFORE, in consideration of the premises
and the purchase of the Notes by the Holders (as defined herein), 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.


 


“144A Global Note” means a Global
Note substantially in the form of Exhibit A bearing the Global Note Legend, the Private Placement Legend and (unless such legend
is no longer required by the provisions of this Indenture) the Canadian Legend, that has the “Schedule of Exchanges of Interests
in the Global Note” attached thereto, and that is deposited with or on behalf of, and registered in the name of, the Depositary
or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 144A.


 


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


 


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


 


“3.750% 2025 Secured Notes”
means the Issuer’s 3.750% Senior Secured Notes due 2025 outstanding as of the Issue Date and issued under the Indenture, dated as
of August 24, 2020, among the Issuer, the guarantors party thereto and Computershare Trust Company, N.A., as the trustee and as the notes
collateral agent.


 


“4.250% 2025 Secured Notes”
means the Issuer’s 4.250% Senior Secured Notes due 2025 outstanding as of the Issue Date and issued under the Indenture, dated as
of April 29, 2020, among the Issuer, the guarantors party thereto and Computershare Trust Company, N.A., as the trustee and as the notes
collateral agent.


 


“2026 Secured Notes” means the
Issuer’s 5.125% Senior Secured Notes due 2026 outstanding as of the Issue Date and issued under the Indenture, dated as of December
16, 2019, among the Issuer, the guarantors party thereto and Computershare Trust Company, N.A., as the trustee and as the notes collateral
agent.


 






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“2027 Unsecured Notes” means
the Issuer’s 8.500% Senior Notes due 2027 outstanding as of the Issue Date and issued under the Indenture, dated as of April 23,
2019, among the Issuer, the guarantors party thereto and Computershare Trust Company, N.A., as the trustee.


 


“2028 Secured Notes” means the
Issuer’s 3.500% Senior Secured Notes due 2028 outstanding as of the Issue Date and issued under the Indenture, dated as of December
21, 2020, among GFL, the guarantors party thereto and Computershare Trust Company, N.A., as the trustee and as the notes collateral agent.


 


“2028 Unsecured Notes” means
the Issuer’s 4.000% Senior Notes due 2028 outstanding as of the Issue Date and issued under the Indenture, dated as of November
23, 2020, among the Issuer, the guarantors party thereto and Computershare Trust Company, N.A., as the trustee.


 


“Additional Notes” means any
Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections ‎2.2
and ‎4.3, as part of the same series as the Initial
Notes, to the extent outstanding.


 


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


 


“Agent” means any Registrar
or Paying Agent, as the case may be.


 


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


 


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



 


		(2)	the excess of:



 


		(a)	the present value at such redemption date of (i) the redemption price of such Note, on June 15, 2024 (such redemption price being
set forth in ‎Section 3.7 on or after June 15, 2024)
plus (ii) all required interest payments due on the Note through June 15, 2024 (excluding accrued but unpaid interest to the redemption
date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over



 


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



 


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


 






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“Approved Rating Organization”
means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside of the Issuer’s
control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the
1934 Act selected by the Issuer or any direct or indirect parent of the Issuer as a replacement agency for Moody’s or S&P, as
the case may be.


 


“Asset Sale” means any of the
foregoing:


 


		(1)	the sale, lease, conveyance or other disposition of any assets or rights (including the sale by the Issuer or any Restricted Subsidiary
of Equity Interests in any of the Issuer’s Subsidiaries, but excluding the sale of directors’ qualifying shares or shares
required to be owned by other Persons pursuant to applicable law); and



 


		(2)	the issuance of Equity Interests by any of the Issuer’s Restricted Subsidiaries (but for greater certainty excluding any issuance
of Equity Interests by the Issuer).



 


Notwithstanding the preceding, the following items will be deemed not
to be an Asset Sale:


 


		(1)	any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $30.0 million;



 


		(2)	a sale, lease, conveyance or other disposition of assets between or among the Issuer and its Restricted Subsidiaries;



 


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



 


		(4)	any disposition of worn-out, obsolete, retired or otherwise unsuitable or excess assets or equipment or facilities or of assets or
equipment no longer used or useful (including intellectual property), in each case, in the ordinary course of business;



 


		(5)	the sale, lease, conveyance or other disposition of equipment, inventory, accounts receivable or other assets in the ordinary course
of business (including transfers of assets, revenues or liabilities between or among the Issuer and its Restricted Subsidiaries in the
ordinary course of business for the Fair Market Value thereof);



 


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



 


		(7)	any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of
the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, pursuant to ‎Section
5.1;



 


		(8)	any Restricted Payment that does not violate ‎Section
4.4 and any Permitted Investment;



 


		(9)	the creation or perfection of a Lien (but not the sale or other disposition of any asset subject to such Lien);



 






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		(10)	the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;



 


		(11)	dispositions of receivables owing to the Issuer or any of its Restricted Subsidiaries in connection with the compromise, settlement
or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings of the account debtor and exclusive of
factoring or similar arrangements;



 


		(12)	the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property
in the ordinary course of business and which do not materially interfere with the business of the Issuer and its Restricted Subsidiaries;



 


		(13)	any sale of assets received by the Issuer or any of its Restricted Subsidiaries upon foreclosure of a Lien;



 


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



 


		(15)	a sale, transfer or other disposition of assets by the Issuer or any of its Restricted Subsidiaries in connection with a corporate
reorganization that is carried out as a step transaction if:



 


		(a)	the step transaction is completed within five Business Days; and



 


		(b)	at the completion of the step transaction, such assets are owned by the Issuer or any of its Restricted Subsidiaries;



 


		(16)	the sale or discount (with or without recourse)(including by way of assignment or participation) of receivables (including, without
limitation, accounts, trade and lease receivables) or participations therein and related assets pursuant to any Permitted Receivables
Financing; and



 


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



 


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


 






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“Attributable Debt” in
respect of a Sale and Lease Back Transaction means, at the time of determination, the lesser of (a) the fair market value of
property or assets involved in the Sale and Lease Back Transaction, (b) the present value of the total net amount of rent required
to be paid under such lease during the remaining term of the lease included in such Sale and Lease Back Transaction (including any
renewal term or period for which such lease has been extended), calculated by discounting from the respective due dates to such date
such total net amount of rent at the rate of interest set forth or implicit in the terms of such lease or, if not practicable to
determine such rate, the rate per annum equal to the weighted average interest rate per annum borne by the Notes outstanding
pursuant to the Indenture compounded semi-annually, or (c) if the obligation with respect to such Sale and Lease Back Transaction
constitutes a Financing Lease Obligation, the amount equal to the capitalized amount of such obligation determined in accordance
with the definition of Financing Lease Obligation. For purposes of the foregoing definition, rent shall not include amounts required
to be paid by the lessee, whether or not designated as rent or additional rent, on account of or contingent upon maintenance and
repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease that is terminable by the lessee
upon the payment of a penalty, such net amount shall be the lesser of the net amount determined assuming termination upon the first
date such lease may be terminated (in which case the net amount shall also include the amount of the penalty), but no rent shall be
considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated or the net amount
determined assuming no such termination.


 


“Bankruptcy Law” means the Bankruptcy
and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act
(Canada), Title 11 of the United States Code, or any other federal, state, provincial or foreign law for the relief of debtors that are
insolvent or bankrupt.


 


“Beneficial Holders” means any
person who holds a beneficial interest in Global Notes as shown on the books of the Depositary or a Participant of such Depositary.


 


“Board of Directors” means:


 


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



 


		(2)	with respect to a partnership, the board of directors of the corporation (or the managers or managing members of a limited liability
company) that is the general partner or managing partner of the partnership;



 


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



 


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



 


“Board Resolution” means a copy
of a resolution certified by any Officer of the applicable Person to have been duly adopted by the Board of Directors of such Person and
to be in full force and effect on the date of such certification, and delivered to the Trustee.


 


“Business Day” means a day other
than a Saturday, Sunday or other day on which banking institutions or trust companies in New York, New York or the Province of Ontario
are authorized or required by law to close.


 






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“Canadian Securities Legislation”
means the securities laws of each of the provinces and territories of Canada and the respective regulations, rules, rulings, decisions
and orders made thereunder, together with the multilateral or national instruments and notices issued or adopted by the securities commissions
or securities regulatory authorities in such provinces or territories.


 


“Capital Stock” means:


 


		(1)	in the case of a corporation, association or other business entity, any and all shares, interests, participations, rights or other
equivalents (however designated and whether or not voting) of corporate stock;



 


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



 


		(3)	any other interest or participation that confers on a Person rights in, or other equivalents of or interests in, the equity of the
issuing Person or otherwise confers the right to receive a share of the profits and losses of, or distributions of assets of, the issuing
Person,



 


but excluding from all of the foregoing any debt
securities including debt securities convertible into or exchangeable for Capital Stock, whether or not such debt securities have any
right of participation with Capital Stock.


 


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


 


“Cash Contribution Amount” means
the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor and designated as a “Cash Contribution
Amount” as described in the definition of Contribution Indebtedness. Any amounts designated as a “Cash Contribution
Amount” shall be excluded for purposes of making Restricted Payments under ‎Section
4.4(b) and clauses ‎‎(2), ‎(12)
and ‎(13) of ‎Section
4.4(c).


 


“Cash Equivalents” means:


 


		(1)	Canadian or U.S. dollars, and such other currencies as may be held by the Issuer or the Restricted Subsidiaries from time to time
in the ordinary course of business;



 


		(2)	securities issued by or directly and fully guaranteed or insured by the federal government of Canada, the U.S., or any member state
of the European Union (provided that such member state has a rating of “A” or higher from S&P, “A2”
or higher from Moody’s, “A” or higher from Fitch or “A” or higher from DBRS) or any agency
or instrumentality thereof (provided that the full faith and credit of the federal government of Canada, the United States or the relevant
member state of the European Union is pledged in support of those securities)
having maturities of not more than two years from the date of acquisition;



 






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		(3)	demand accounts, time deposit accounts, bearer deposit notes, certificates of deposit and eurodollar time deposits with maturities
of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year, demand and overnight
bank deposits and other similar types of investments routinely offered by commercial banks or trust companies, in each case, with any
bank or trust company that has a rating of “A” or higher from S&P, “A2” or higher from Moody’s,
 “A” or higher from Fitch or “A” or higher from DBRS;



 


		(4)	repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial
institution meeting the qualifications specified in clause (3) above;



 


		(5)	commercial paper having a rating of “P-1” from Moody’s, “A-1” or higher from S&P,
 “F-1” or higher from Fitch (or, if at any time none of Moody’s, S&P or Fitch shall be rating such obligations,
an equivalent rating from another Approved Rating Organization) or “R-1 (low)” or higher from DBRS and in each case
maturing within two years after the date of acquisition;



 


		(6)	readily marketable direct obligations issued by a state of the United States or a province of Canada or any political subdivision
thereof having a rating of “A” or higher from S&P, “A2” or higher from Moody’s or “A”
or higher from Fitch in each case with maturities not exceeding two years from the date of acquisition;



 


		(7)	Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated “AAA−”
(or the equivalent thereof) or better by S&P or “Aaa3” (or the equivalent thereof) or better by Moody’s or
 “AAA-” (or the equivalent thereof) or better from Fitch (or, if at any time none of Moody’s, S&P or Fitch
shall be rating such obligations, an equivalent rating from another Approved Rating Organization); and



 


		(8)	money market or investment funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses
(1) through (7) of this definition. In the case of Investments made in a country outside the United States, Cash Equivalents will also
include investments of the type and maturity described in clauses (1) through (8) of this definition of foreign obligors, which Investments
or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating
agencies.



 


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


 


“Cash Management
Obligations” means obligations in respect of cash management services consisting of automated clearing house transactions,
controlled disbursement services, treasury, depositary, overdraft and electronic funds transfer services, foreign exchange
facilities, currency exchange transactions or agreements and options with respect thereto, credit card processing services, credit
or debit cards, purchase cards and any indemnity given in connection with any of the foregoing.


 






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


 


		(1)	the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of plan of arrangement, merger, amalgamation
or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets (including Equity
Interests of the Issuer’s Restricted Subsidiaries) of the Issuer and its Restricted Subsidiaries, taken as a whole, to any Person
or group of Persons acting jointly or in concert (any such group, a “Group”) other than a Person or Group that is a
Permitted Holder; or



 


		(2)	the consummation of any transaction (including, without limitation, any plan of arrangement, merger, amalgamation or consolidation)
the result of which is that any Person or Group (other than a Person or Group that is a Permitted Holder) beneficially owns, directly
or indirectly, more than 50% of the Voting Stock of the Issuer, measured by voting power rather than number of shares.



 


For purposes of this definition, (i) a beneficial
owner of a security includes any Person or Group who, directly or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (A) voting power, which includes the power to vote, or to direct the voting of, such security; and/or (B)
investment power, which includes the power to dispose of, or to direct the disposition of, such security; (ii) a Person or Group 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; and (iii) to the extent that one or more regulatory approvals
are required for any of the transactions or circumstances described in clauses (1) or (2) above to become effective under applicable law
and such approvals have not been received before such transactions or circumstances have occurred, such transactions or circumstances
shall be deemed to have occurred at the time such approvals have been obtained and become effective under applicable law.


 


Notwithstanding the foregoing, a transaction will
not be deemed to involve a Change of Control if (1) the Issuer becomes a direct or indirect wholly-owned subsidiary of a holding company
and (2)(A) the direct or indirect beneficial owners of the Voting Stock of such holding company immediately following that transaction
are substantially the same as the beneficial owners of the Voting Stock of the Issuer immediately prior to that transaction or (B) immediately
following that transaction no Person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner,
directly or indirectly, of more than 50% of the Voting Stock of such holding company.


 


“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Rating Decline with respect to the Notes.


 






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“Clearstream” means Clearstream
Banking, société anonyme, or any successor securities clearance agency.


 


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


 


“Commodity Hedging Contracts”
means any transaction, arrangement or agreement entered into between a Person (or any of its Restricted Subsidiaries) and a counterparty
on a case by case basis, including any futures contract, a commodity option, a swap, a forward sale or otherwise, the purpose of which
is to mitigate, manage or eliminate its exposure to fluctuations in commodity prices, transportation or basis costs or differentials or
other similar financial factors including contracts settled by physical delivery of the commodity not settled within 60 days of the date
of any such contract.


 


“Consolidated Depreciation and Amortization
Expense” means, with respect to any Person for any period, the total amount of depreciation, amortization and depletion and
accretion expense, including amortization or write-off of intangibles and non-cash organization costs and of deferred financing fees or
costs and Capitalized Software Expenditures, of such Person, including the amortization of deferred financing fees or costs for such period
on a consolidated basis and otherwise determined in accordance with GAAP and the amortization of original issue discount resulting from
the issuance of Indebtedness at less than par, and any write down of assets or asset value carried on the balance sheet.


 


“Consolidated EBITDA” means,
with respect to any Person for any period, Consolidated Net Income for such period:


 


		(a)	increased by (without duplication, and as determined in accordance
with GAAP to the extent applicable):



 


		(1)	solely to the extent such amounts were deducted in computing Consolidated Net Income, (A) provision for taxes based on income or profits
or capital, plus state, provincial, franchise, property or similar taxes and foreign withholding taxes and foreign unreimbursed value
added taxes, of such Person for such period (including, in each case, penalties and interest related to such taxes or arising from tax
examinations) deducted in computing such Consolidated Net Income and (B) amounts paid to the Issuer or any direct or indirect parent of
the Issuer in respect of taxes in accordance with ‎Section 4.4(c)(18);
plus



 


		(2)	(A) total interest expense of such Person and, to the extent not reflected in such total interest expense, any net losses on hedging
obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, and (B) bank fees and costs owed
with respect to letters of credit, bankers acceptances and surety bonds, in each case under this clause (B), in connection with financing
activities and, in each case under clauses (A) and (B), to the extent the same were deducted in computing Consolidated Net Income; plus



 


		(3)	Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such expenses were deducted in computing
Consolidated Net Income; plus



 






    9 


     


    

 



 


		(4)	any (A) transaction expenses and (B)(I) reasonable fees, costs, expenses or charges incurred in connection with (x) any issuance or
offering of Equity Interests (including any initial public offering), Investment, acquisition (including any costs incurred in connection
with any acquisition or any other Investment permitted under the Indenture whether occurring before or after the Issue Date), non-ordinary
course disposition, recapitalization or the issuance, incurrence, redemption, exchange or repayment of Indebtedness (including, with respect
to Indebtedness, a refinancing thereof), including any costs and expenses relating to any registration statement, or registered exchange
offer, in respect of any Indebtedness permitted hereunder, (y) any amendment, waiver, consent or modification to any documentation governing
the terms of any transaction described in the immediately preceding subclause (x) or (z) any amendment, waiver, consent or modification
to any document governing any Indebtedness, in each case under subclauses (x), (y) and (z), whether or not such transaction or amendment,
waiver, consent or modification is successful and (II) fees, costs, expenses and charges to the extent payable or reimbursable by third
parties, pursuant to indemnification provisions, in each case, deducted in computing Consolidated Net Income; plus



 


		(5)	to the extent deducted in calculating Consolidated Net Income, any charges, losses or expenses related to signing, retention, relocation,
recruiting or completion bonuses or recruiting costs, severance costs, transition costs, curtailments or modifications to pension and
post-retirement employee benefit plans (including any settlement of pension liabilities), pre-opening, opening, closing and consolidation
costs and expenses with respect to any New Projects, facilities, facility start-up costs, costs and expenses relating to implementation
of operational and reporting systems and technology initiatives, costs incurred in connection with product and intellectual property development
and new systems design, project start-up costs, integration and systems establishment costs, business optimization expenses or costs (including
costs and expenses relating to intellectual property restructurings) and cash restructuring charges, expenses and reserves and expenses
attributable to the implementation of cost savings initiatives, costs associated with tax projects/audits and costs consisting of professional
consulting or other fees relating to any of the foregoing; plus



 


		(6)	accretion of asset retirement obligations; plus



 


		(7)	any other non-cash charges, expenses, losses or items, including any write offs or write downs, reducing such Consolidated Net Income
for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period,
(1) the Issuer may determine not to add back such non-cash charge in the current period and (2) to the extent the Issuer does decide to
add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA
to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus



 






    10 


     


    

 


		(8)	the amount of any minority interest expense or non-controlling interest consisting of Subsidiary income attributable to minority equity
interests of third parties in any non-Wholly Owned Subsidiary deducted in calculating Consolidated Net Income; plus



 


		(9)	the amount of fees, out-of-pocket costs, indemnities and expenses paid or accrued in such period to any Permitted Holder or any of
their Affiliates to the extent permitted under ‎Section 4.8
and deducted in such period in computing Consolidated Net Income; plus



 


		(10)	the amount of any net loss from operations expected to be disposed of, abandoned or discontinued within twelve months after the end
of such period; plus



 


		(11)	the amount of “run rate” cost savings, operating expense reductions and synergies related to the Waste Industries Transactions,
any Specified Transactions, any restructurings, cost savings initiatives and other initiatives (without duplication of any pro forma amounts
added back in connection with a Specified Transaction or entry into an Municipal Waste Contract or Put-or-Pay Agreement) projected by
the Issuer in good faith to result from actions taken, committed to be taken or expected to be taken no later than twenty-four (24) months
after the end of such period (which “run rate” cost savings, operating expense reductions and synergies shall be calculated
on a pro forma basis as though such “run rate” cost savings, operating expense reductions and synergies had been realized
on the first day of the period for which Consolidated EBITDA is being determined and realized during the entirety of such period and each
subsequent period through the period ending on the last day of the eighth fiscal quarter commencing after the end of the fiscal quarter
in which such pro forma adjustment was originally made, and without duplication of any pro forma adjustment for any such subsequent period
that would otherwise be permitted under this clause (11) with respect to the same cost savings, operating expense reductions and synergies),
net of the amount of actual benefits realized during such period from such actions; provided that such “run rate” cost savings,
operating expense reductions and synergies are reasonably identifiable and factually supportable (in the good faith determination of the
Issuer) (it being understood that pro forma adjustments need not be prepared in compliance with Regulation S-X); plus



 


		(12)	to the extent reducing such Consolidated Net Income, any costs or expenses incurred by the Issuer or a Restricted Subsidiary pursuant
to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription
or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Issuer
or net cash proceeds of issuance of Equity Interests of the Issuer (other than Disqualified Stock), in each case, solely to the extent
that such cash proceeds are excluded from the calculation of the amount available for Restricted Payments under ‎Section
4.4(b)(3) and have not been used as an Excluded Contribution; plus



 






    11 


     


    

 


		(13)	the amount of any loss attributable to a New Project, until the date that is 12 months after the date of completing the construction,
acquisition, assembling or creation of such New Project, as the case may be; provided that (a) such losses are reasonably identifiable
and factually supportable and certified by a responsible officer of the Issuer and (b) losses attributable to such New Project after 12
months from the date of completing such construction, acquisition, assembling or creation, as the case may be, shall not be included in
this clause (13); plus



 


		(14)	to the extent deducted in calculating Consolidated Net Income, Specified Legal Expenses in an amount not to exceed $5.0 million for
the applicable four-quarter period; plus



 


		(15)	accruals and reserves that are established or adjusted within 12 months after the closing of any acquisition that are so required
as a result of such acquisition in accordance with GAAP, or changes as a result of the adoption or modification of accounting policies,
whether effected through a cumulative effect adjustment, restatement or a retroactive application; plus



 


		(16)	without duplication, adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” or
 “Run-Rate EBITDA” as set forth in footnote 3 of “Summary— Summary Historical and As Adjusted Financial
Information” contained in the Offering Memorandum applied in good faith to the extent such adjustments continue to be applicable
during the period in which Consolidated EBITDA is being calculated; and



 


(b) decreased by (without duplication,
and as determined in accordance with GAAP to the extent applicable) any non-cash gains increasing Consolidated Net Income of such Person
for such period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any
prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating Consolidated EBITDA in
accordance with this definition).


 


For the avoidance of doubt, Consolidated EBITDA shall be calculated,
including pro forma adjustments.


 


“Consolidated Interest Expense”
means, for any period, the total interest expense of the Issuer and its Restricted Subsidiaries determined on a consolidated basis in
accordance with GAAP (excluding any accretion or accrual of discounted liabilities not constituting Indebtedness), plus, to the extent
not included in such total interest expense, and to the extent incurred by the Issuer and its Restricted Subsidiaries (determined on a
consolidated basis in accordance with GAAP), without duplication:


 






    12 


     


    

 


		(1)	the amortization of debt discount and debt issuance costs; plus



 


		(2)	the amortization of all fees (including, without limitation, fees with respect to Hedging Obligations) payable in connection with
the incurrence of Indebtedness; plus



 


		(3)	interest payable on Financing Lease Obligations; plus



 


		(4)	payments in the nature of interest pursuant to Hedging Obligations; plus



 


		(5)	interest accruing on any Indebtedness of any other Person, to the extent such Indebtedness is guaranteed by, or secured by a Lien
on any asset of, the Issuer or any of its Restricted Subsidiaries.



 


Notwithstanding the foregoing, the interest component
of any lease that is a Non-Financing Lease Obligation will not be included in Consolidated Interest Expense. For purposes of this definition,
interest on a Financing Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the
rate of interest implicit in such Financing Lease Obligation in accordance with GAAP.


 


“Consolidated Net Income” means,
with respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period determined
on a consolidated basis in conformity with GAAP; provided, however, that, without duplication:


 


		(1)	any net after-tax extraordinary, non-recurring or unusual gains or losses, charges or expenses, transaction expenses, severance costs
and expenses and one-time compensation charges shall be excluded;



 


		(2)	the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, whether
effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP;



 


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



 


		(4)	any net after-tax income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains
or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded;



 


		(5)	any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset sales or other dispositions
or impairments or the sale or other disposition of any Equity Interests of any Person, in each case, other than in the ordinary course
of business, as determined in good faith by the Issuer, shall be excluded;



 






    13 


     


    

 


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



 


		(7)	solely for the purpose of determining the amount available for Restricted Payments under ‎Section
4.4(b)(3), the Net Income for such period of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded to
the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at
the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly,
by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its equity holders, unless such restriction with respect to the payment of dividends or similar
distributions has been legally waived; provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends
or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary
thereof in respect of such period, to the extent not already included therein;



 


		(8)	(i) any net unrealized gain or loss (after any offset) resulting in such period from obligations in respect of Hedging Obligations
and the application of Accounting Standards for Private Enterprises, CPA Handbook—Part II, Section 3856 or any ineffectiveness recognized
in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that
do not qualify as hedge transactions, in each case, in respect of Hedging Obligations, (ii) any net gain or loss resulting in such period
from currency translation gains or losses related to currency re-measurements of Indebtedness (including the net loss or gain resulting
from Hedging Obligations for currency exchange risk) and all other foreign currency translation gains or losses, and (iii) any net after-tax
income (loss) for such period attributable to the early extinguishment or conversion of (A) Indebtedness, (B) obligations under any Hedging
Obligations or (C) other derivative instruments and all deferred financing costs written off or amortized and premiums paid or other expenses
incurred directly in connection therewith, shall be excluded;



 


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



 






    14 


     


    

 


		(10)	any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any acquisition,
Investment, acquisitions completed prior to the Issue Date or any sale, conveyance, transfer or other disposition of assets permitted
under this Indenture or that are consummated prior to the Issue Date, to the extent actually reimbursed, or, so long as the Issuer has
made a determination that a reasonable basis exists for indemnification or reimbursement and 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), shall be excluded;



 


		(11)	to the extent covered by insurance and actually reimbursed, or, so long as the Issuer has made a determination that a reasonable basis
exists that such amount will in fact be reimbursed within 365 days of the date of such determination (with a deduction in the applicable
future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect
to liability or casualty events shall be excluded;



 


		(12)	any non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or
similar rights, stock options, restricted stock or other rights or equity incentive programs shall be excluded;



 


		(13)	any income (loss) attributable to deferred compensation plans or trusts and any non-cash deemed finance charges in respect of any
pension liabilities or other provisions or on the revaluation of any benefit plan obligation shall be excluded;



 


		(14)	proceeds from any business interruption insurance, to the extent not already included in Consolidated Net Income, shall be included;



 


		(15)	the amount of any expense to the extent a corresponding amount relating to such expense is received in cash by the Issuer and the
Restricted Subsidiaries from a Person other than the Issuer or any Restricted Subsidiaries; provided such amount received has not
been included in determining Consolidated Net Income, shall be excluded (it being understood that if the amounts received in cash under
any such agreement in any period exceed the amount of expense in respect of such period, such excess amounts received may be carried forward
and applied against expense in future periods);



 


		(16)	any adjustments resulting from the application of Accounting Standards for Private Enterprises, CPA Handbook—Part II, Accounting
Guideline 14, or any comparable regulation, shall be excluded; and



 


		(17)	earn-out and contingent consideration obligations (including adjustments thereof and purchase price
                                                                                  adjustments) incurred in connection with any acquisition or other Investment, and any acquisitions completed prior to the Issue
                                                                                  Date, shall be excluded.



 






    15 


     


    

 


“Consolidated Net Leverage Ratio”
means, as of any date of determination, the ratio of (1)(i)(x) the total consolidated Indebtedness of the Issuer and its Restricted Subsidiaries
as of such date of calculation (determined on a consolidated basis in accordance with GAAP) and (y) the Reserved Indebtedness Amount with
respect to commitments first obtained as of such date but not utilized as of such date (but only to the extent such commitments are being
obtained in reliance on a test based on such ratio and the Issuer has so elected to test such ratios at such time) minus (ii) the sum
of (x) cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries as of such date of calculation plus (y) any cash in a trust
account of counsel to the Issuer or any of its Restricted Subsidiaries or counsel of a vendor in connection with the deposit of an amount
on account of the purchase price for an acquisition or investment and (2) Consolidated EBITDA of the Issuer and its Restricted Subsidiaries
for such period. In the event that the Issuer or any of its Restricted Subsidiaries incurs or redeems any Indebtedness subsequent to the
commencement of the period for which the Consolidated Net Leverage Ratio is being calculated but prior to the event for which the calculation
of the Consolidated Net Leverage Ratio is made, then the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to
such incurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four fiscal quarter period.
The Consolidated Net Leverage Ratio shall be calculated in a manner consistent with the definition of Fixed Charge Coverage Ratio, including
any pro forma adjustments to Indebtedness, cash and Cash Equivalents and Consolidated EBITDA as set forth therein (including for acquisitions).


 


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


 


“Contribution Indebtedness”
means Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate principal amount not greater than 200% of the aggregate
amount of cash contributions (other than Excluded Contributions) made to the capital of the Issuer after the Issue Date and designated
as a Cash Contribution Amount.


 


“Corporate Trust Office” means
the office of the Trustee at which its corporate trust business relating to this Indenture shall be administered, which office at the
date hereof is located at 6200 S. Quebec St., Greenwood Village, CO 80111 , or such other address as the Trustee may designate from time
to time.


 


“Credit Agreements” means the
Revolving Credit Agreement and the Term Loan Credit Agreement.


 






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“Credit Facilities” means
one or more credit or debt facilities (including, without limitation, under the Credit Agreements, the 3.750% 2025 Secured Notes,
the 4.250% 2025 Secured Notes, the 2026 Secured Notes and the 2028 Secured Notes), commercial paper facilities or Debt Issuances, in
each case with banks, investment banks, insurance companies, mutual funds, other institutional lenders or institutional investors
providing for, among other things, revolving credit loans, term loans, term debt, debt securities, receivables financing (including
through the sale of receivables to such lenders, other financiers or to special purpose entities formed to borrow from such lenders
or other financiers against such receivables), letters of credit or letter of credit guarantees, bankers’ acceptances, other
borrowings or Debt Issuances, in each case, as amended, supplemented, restated, modified, renewed, refunded, replaced, restructured,
repaid, refinanced or otherwise modified, in whole or in part, from time to time, and any agreements and related documents governing
Indebtedness or obligations incurred to refinance amounts then outstanding or permitted to be outstanding, whether or not with the
original administrative agent, lenders, investment banks, insurance companies, mutual funds, other institutional lenders or
institutional investors and whether provided under the original agreement, indenture or other documentation relating thereto.


 


“Crown” means Her Majesty in
right of Canada or a province of Canada, and Her other realms and territories.


 


“Currency Agreement” means any
financial arrangement entered into between a Person (or its Restricted Subsidiaries) and a counterparty on a case by case basis in connection
with a foreign exchange futures contract, currency swap agreement, currency option or currency exchange or other similar currency related
transactions, the purpose of which is to mitigate or eliminate its exposure to fluctuations in exchange rates and currency values.


 


“Custodian” means any receiver,
receiver manager, trustee, assignee, liquidator, monitor, or similar official under any Bankruptcy Law.


 


“DBRS” means DBRS Ltd. or any
successor to the rating agency business thereof.


 


“Debt Issuances” means, with
respect to the Issuer or any Restricted Subsidiary of the Issuer, one or more issuances after the Issue Date of Indebtedness evidenced
by notes, debentures, bonds or other similar securities or instruments.


 


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


 


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


 


“Depositary” means Cede &
Co. and such other Person as is designated in writing by the Issuer and acceptable to the Trustee to act as depositary in respect of one
or more Global Notes.


 


“Designated Non-cash Consideration”
means the Fair Market Value (as determined in good faith by the Issuer) of non-cash consideration received by the Issuer or a Restricted
Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s
Certificate, setting forth such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated
Non-cash Consideration.


 






    17 


     


    

 


“Disqualified Stock”
means, with respect to any Person, any Capital Stock that, by its terms (or by the terms of any security into which it is
convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening
of any event, matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock, in whole or in part, prior to the Stated Maturity of the principal of the Notes. Notwithstanding
the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock
have the right to require the issuer thereof to repurchase such Capital Stock upon the occurrence of a change of control or an asset
sale will not constitute Disqualified Stock if the provisions applicable to such Capital Stock either (i) are no more favorable to
the holders of such Capital Stock than the provisions contained in ‎Section
4.7 and ‎Section 4.11 and such Capital Stock
specifically provides that the issuer will not repurchase or redeem any of such Capital Stock pursuant to such provisions prior to
the Issuer’s repurchase of such of the Notes as are required to be repurchased pursuant to the ‎Section
4.7 and ‎Section 4.11 or (ii) provide that
the issuer thereof may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or
redemption is permitted by ‎Section 4.4.


 


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


 


“Equity Offering” means any
issuance or sale of Capital Stock (other than Disqualified Stock) of the Issuer (or any direct or indirect parent of the Issuer to the
extent the net proceeds therefrom are contributed to the common equity capital of the Issuer or used to purchase Equity Interests (other
than Disqualified Stock) of the Issuer) or warrants, options or other rights to acquire Capital Stock (other than Disqualified Stock)
of the Issuer after the Issue Date, other than any issuance pursuant to employee benefit plans or otherwise in compensation to officers,
directors or employees.


 


“ERISA Legend” means the legend
set forth in ‎Section 2.6(f)(3), which is required
to be placed on all Notes issued under this Indenture.


 


“Euroclear” means Euroclear
Bank S.A./N.V., or any successor securities clearance agency.


 


“Event of Default” means each
event described under ‎Section 6.1 and any other event
defined as an “Event of Default” in this Indenture.


 


“Excluded Contributions” means
the Net Cash Proceeds and Cash Equivalents, or the Fair Market Value of other assets, received by the Issuer after the Issue Date from:


 


		(1)	contributions to its common equity capital,



 


		(2)	dividends, distributions, fees and other payments from any Unrestricted Subsidiaries or joint ventures or Investments in entities
that are not Restricted Subsidiaries, and



 


		(3)	the sale of Capital Stock of the Issuer,



 






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in each case designated as Excluded Contributions pursuant to an Officer’s
Certificate, or that are utilized to make a Restricted Payment pursuant to clause ‎(13)
of ‎Section 4.4(c). Excluded Contributions will be
excluded from the calculation set forth in clause ‎(3) of ‎Section
4.4(b) and clauses ‎‎(2), ‎(12)
and ‎(13) of ‎Section
4.4(c). Any Net Cash Proceeds designated as an Excluded Contribution shall not be separately be treated by the Issuer as a Cash Contribution
Amount.


 


“Existing Indebtedness” means
the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries (other than (i) Indebtedness represented
by the Notes or the Note Guarantees and (ii) Indebtedness under the Credit Agreements) in existence on the Issue Date, until such Indebtedness
is Repaid or otherwise extended, refinanced, renewed, replaced, defeased or refunded.


 


“Existing Notes” means the 3.750%
2025 Secured Notes, the 4.250% 2025 Secured Notes, the 2026 Secured Notes, the 2027 Unsecured Notes, the 2028 Secured Notes and the 2028
Unsecured Notes.


 


“Fair Market Value” means the
value that would be paid by a willing buyer to a willing seller that is not an Affiliate of the willing buyer in a transaction not involving
distress or necessity of either party; provided that, in the case of an Asset Sale where such value exceeds $15.0 million, such determination
shall be made in good faith by the Chief Executive Officer or Chief Financial Officer of the Issuer.


 


“FATCA” means (a) Sections 1471
through 1474 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”) (including regulations
and guidance thereunder), (b) any successor version thereof, (c) any intergovernmental agreement or any agreement entered into pursuant
to Section 1471(b)(1) of the Code or (d) any law, regulation, rule or other official guidance or practice implementing the foregoing.


 


“Financing Lease” means a lease
of an asset providing the right of use of such asset, that has the economic characteristics of asset ownership, with a term of not less
than 75% of the asset’s useful life, the present value of lease payments thereunder must be not less than 90% of the asset’s
market value at the time of entering into the lease and the lessee must acquire, or have the right to acquire, ownership of the asset
at the end of the lease term.


 


“Financing Lease Obligation”
means, as to any Person, the obligations of such Person under a Financing Lease, provided that the amount of such obligations shall be
the capitalized amount thereof, determined in accordance with GAAP.


 


“Fitch” means Fitch Ratings
Inc., or any successor to the rating agency business thereof.


 


“Fixed Charge Coverage Ratio”
means, for any period, the ratio of Consolidated EBITDA to Fixed Charges for the Issuer and its Restricted Subsidiaries for such period.


 






    19 


     


    

 


For purposes of calculating the Fixed Charge Coverage
Ratio:


 


		(1)	in the event that the Issuer or any of its Restricted Subsidiaries
incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working
capital borrowings) or issues, repurchases or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period
for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation
of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be
calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other
discharge of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or preferred stock, and the use of the proceeds
therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period; provided, however,
that the pro forma calculation of Fixed Charges shall not give effect to (i) any Permitted Debt incurred on the Calculation Date (other
than Indebtedness incurred pursuant to ‎Section 4.3(b)(13))
or (ii) any repayment, repurchase, redemption, defeasance or other discharge of Indebtedness to the extent such repayment, retirement,
extinguishment, defeasance or other discharge results from the proceeds of such Permitted Debt referred to in clause (i);



 


		(2)	(a) acquisitions and Investments that have been made, customer contracts that have been entered into, by the Issuer or any of its
Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by
the Issuer or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership
of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation
Date, will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period, and (b) Consolidated
EBITDA for such reference period shall be calculated on a pro forma basis giving effect to (i) any expense and cost reductions and other
synergies related to such transaction referred to in clause (2)(a) above and (ii) any other expense reductions and cost savings related
to operational efficiencies, strategic initiatives or purchasing improvements and other synergies (whether or not related to such transactions
referred to in clause (2)(a) above), in each case that have occurred prior to the Calculation Date or are reasonably expected to occur
within 24 months of the Calculation Date, in the reasonable judgment of the chief financial or accounting officer of the Issuer in good
faith (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in
accordance with Regulation S-X promulgated under the 1933 Act or any other regulation or policy of the Commission related thereto); provided
that such net cost savings, initiatives, improvements and synergies are reasonably identifiable and quantifiable;



 


		(3)	the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses
(and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;



 






    20 


     


    

 


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



 


		(5)	any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times
during such four-quarter period;



 


		(6)	any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at
any time during such four-quarter period;



 


		(7)	if the Issuer so elects, pro forma effect shall be given to any entity, division, plant, unit or line of business or New Project that
commenced and completed at least one full fiscal quarter of operations during such reference period as if such entity, division, plant,
unit, line of business or New Project had commenced commercial operations on the first day of such reference period and such pro forma
calculation shall be based on the annualized results of commercial operations of such entity, plant, unit, division or line of business
since the date it so commenced commercial operations;



 


		(8)	if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the weighted
average interest rate during such period had been the rate of interest in effect on the Calculation Date and had been the applicable rate
for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining
term as at the Calculation Date in excess of 12 months or ends on the maturity date of such Indebtedness); and



 






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		(9)	when calculating the availability under any basket or ratio under this Indenture, in each case in
                                                                                 connection with a Limited Condition Acquisition or Investment, the Calculation Date of such basket or ratio and determination as to
                                                                                 whether any Default or Event of Default shall have occurred and be continuing may, at the option of the Issuer (which election may
                                                                                 be made on the date of such acquisition), be the date the definitive agreements for such Limited Condition Acquisition or Investment
                                                                                 are entered into and, if the Issuer so elects, such baskets or ratios shall be calculated on a pro forma basis after giving effect
                                                                                 to such Limited Condition Acquisition or Investment and the other transactions to be entered into in connection therewith (including
                                                                                 any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the applicable reference
                                                                                 period for purposes of determining the ability to consummate any such Limited Condition Acquisition or Investment, and, for the
                                                                                 avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including
                                                                                 due to fluctuations in Consolidated EBITDA or Total Assets of the Issuer or the target company) subsequent to such Calculation Date
                                                                                 at or prior to the consummation of the relevant Limited Condition Acquisition or Investment, such baskets or ratios will not be
                                                                                 deemed to have been exceeded as a result of such fluctuations and (y) such baskets or ratios need not be tested at the time of
                                                                                 consummation of such Limited Condition Acquisition or Investment or related transactions; provided, however, that (a) if any
                                                                                 ratios improve or baskets increase as a result of such fluctuations, such improved ratios or baskets may be utilized and (b) if the
                                                                                 Issuer elects to have such Calculation Date and determination occur at the time of entry into such definitive agreement, any such
                                                                                 transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to have occurred on the date
                                                                                 the definitive agreements are entered into and outstanding thereafter for purposes of calculating any baskets or ratios under this
                                                                                 Indenture after the date of such agreement and before the consummation of such Limited Condition Acquisition or Investment and
                                                                                 unless and until such Limited Condition Acquisition has been abandoned, as determined by the Issuer, prior to the consummation
                                                                                 thereof. For the avoidance of doubt, if the Issuer has exercised its option pursuant to the foregoing and any Default or Event of
                                                                                 Default occurs following the date on which the definitive acquisition agreements for the applicable Limited Condition Acquisition
                                                                                 were entered into and prior to or on the date of the consummation of such Limited Condition Acquisition, any such Default or Event
                                                                                 of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in
                                                                                 connection with such Limited Condition Acquisition is permitted under the Indenture.



 


“Fixed Charges” means, for any
period, the sum, without duplication, of:


 


		(1)	the Consolidated Interest Expense (excluding amortization or write-off of deferred financing costs or debt issuance costs which have
been paid) of the Issuer and its Restricted Subsidiaries for such period, whether paid or accrued; plus



 


		(2)	the amount of all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of the Issuer or
any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Issuer (other than
Disqualified Stock) or to the Issuer or a Restricted Subsidiary of the Issuer.



 


“GAAP” means (1) International
Financial Reporting Standards (“IFRS”) or any accounting principles that are recognized as being generally accepted
in the United States (“U.S. GAAP”); provided, however, that if any such accounting principle with respect to
the accounting for leases (including Financing Lease Obligations) changes after the Issue Date, the Issuer may, at its option, elect to
employ such accounting principle as in effect on the Issue Date or (2) if elected by the Issuer by written notice to the Trustee in connection
with the delivery of financial statements and information, any accounting principles that are recognized as being generally accepted in
Canada which are in effect from time to time, in each case as in effect on the first date of the period for which the Issuer is making
such an election and thereafter as in effect from time to time.


 






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“Global Notes” means one or
more Notes issued and outstanding and held by, or on behalf of, a Depositary.


 


“Global Notes Legend” means
the legend set forth in ‎Section 2.6(f)(2), which
is required to be placed on all Global Notes issued under this Indenture.


 


“Government Securities” means
securities that are:


 


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



 


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



 


which, in either case, are not callable or redeemable at the option
of the issuers thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the 1933 Act),
as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities
held by such custodian for the account of the holder of such depositary receipt; provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced
by such depositary receipt.


 


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


 


“Guarantor” means each Restricted
Subsidiary of the Issuer that provided a Note Guarantee on the Issue Date and each other Restricted Subsidiary that provides a Note Guarantee
pursuant to ‎Section 4.9 or otherwise.


 


“Hedging Obligations” means,
with respect to any specified Person, all obligations of such Person under all Currency Agreements, all Interest Rate Agreements and all
Commodity Hedging Contracts, with the amount of such obligations being equal to the net amount payable if such obligations were terminated
at that time due to default by such Person (after giving effect to any contractually permitted set-off).


 


“Holder” means a Person in whose
name a Note is registered.


 


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


 






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		(A)	(1) all indebtedness of such Person in respect of borrowed money; (2) all obligations of such Person
                                                                                 evidenced by bonds, notes, debentures or similar instruments or letters of credit, letters of guarantee or tender checks (or
                                                                                 reimbursement agreements in respect thereof); (3) all obligations of such Person in respect of banker’s acceptances; (4) all
                                                                                 Attributable Debt in respect of Sale and Lease-Back Transactions entered into by such Person; (5) all obligations of such Person
                                                                                 representing the balance deferred and unpaid purchase price of any property (including Financing Lease Obligations, except any such
                                                                                 balance that constitutes (x) a trade payable or similar obligation to a trade creditor incurred in the ordinary course of business,
                                                                                 (y) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP
                                                                                 and (z) any purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other
                                                                                 unperformed obligations of the seller or any post-closing payment adjustments to which the seller may become entitled to the extent
                                                                                 such payment is determined by a final closing balance sheet; provided, however, that, at the time of closing, the amount of
                                                                                 any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid
                                                                                 within 120 days thereafter), which purchase price is due more than 12 months after the date of placing the property in service or
                                                                                 taking delivery and title thereto; (6) all net obligations of such Person under Hedging Obligations; (7) all conditional sale
                                                                                 obligations of such Person and all obligations of such Person under title retention agreements, but excluding a title retention
                                                                                 agreement to the extent it constitutes an obligation under a Non-Financing Lease; (8) all obligations of such Person under an
                                                                                 agreement or arrangement that in substance provides financing pursuant to the factoring of accounts receivable; (9) all preferred
                                                                                 stock issued by such Person, if such Person is a Restricted Subsidiary of the Issuer and is not a Guarantor; and (10) all
                                                                                 Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the
                                                                                 specified Person) and, to the extent not otherwise included, a guarantee by the specified Person of any Indebtedness of any other
                                                                                 Person; to the extent that any of the foregoing indebtedness would appear as a liability on a consolidated balance sheet of such
                                                                                 Person prepared in accordance with GAAP;



 


		(B)	to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise,
on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business);
and



 


		(C)	to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether
or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser
of: (1) the Fair Market Value (as determined in good faith by the Issuer) of such asset at such date of determination and (2) the amount
of such Indebtedness of such other Person.



 


The amount of any Indebtedness issued at a price
that is less than the principal amount thereof shall be the accreted value of the Indebtedness.


 






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The amount of any Indebtedness of another Person
secured by a Lien on the assets of the specified Person shall be the lesser of:


 


		(a)	the Fair Market Value of such assets at the date of determination; and



 


		(b)	the amount of such Indebtedness of such other Person.



 


For the avoidance of doubt, “Indebtedness”
of any Person shall not include:


 


		(1)	trade payables and accrued liabilities incurred in the ordinary course of business and payable in accordance with customary practice;



 


		(2)	deferred tax obligations;



 


		(3)	minority interests;



 


		(4)	uncapitalized interest;



 


		(5)	in connection with a purchase by the Issuer or any Restricted Subsidiary of any business or assets, any post-closing payment adjustment
to which the seller may become entitled to the extent such adjustment is determined by a final closing balance sheet or such adjustment
depends on the performance of such business or assets after the closing; provided, however, that, at the time of closing, the amount
of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within
120 days thereafter;



 


		(6)	pension fund obligations or rehabilitation obligations that are classified as “indebtedness” under GAAP but that would
not otherwise constitute Indebtedness under clauses (A)(1) through (A)(9) of this definition;



 


		(7)	the amortizing note portion of any TEU; and



 


		(8)	Non-Financing Lease Obligations, obligations under or in respect of straight-line leases, operating leases or Sale and Lease-Back
Transactions (except any resulting Financing Lease Obligations).



 


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


 


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


 


“Indirect Participant” means
a Person who holds a beneficial interest in a Global Note through a Participant.


 


“Initial Purchasers” means
Barclays Capital Inc., BMO Capital Markets Corp., CIBC World Markets Corp., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Goldman
Sachs & Co. LLC, J.P. Morgan Securities LLC, National Bank of Canada Financial Inc., Stifel, Nicolaus & Company, Incorporated
and TD Securities (USA) LLC.


 






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“Interest Payment Date” means
June 15 and December 15 of each year that the Notes are outstanding, commencing (except in respect of any Additional Notes) on December
15, 2021.


 


“Interest Rate Agreement” means
any financial arrangement entered into between a Person (or its Restricted Subsidiaries) and a counterparty on a case by case basis in
connection with interest rate swap transactions, interest rate options, cap transactions, floor transactions, collar transactions and
other similar interest rate protection related transactions, the purpose of which is to mitigate or eliminate its exposure to fluctuations
in interest rates.


 


“Investment Grade” means a rating
equal to or higher than “Baa3” (or the equivalent) in the case of Moody’s, “BBB−” (or
the equivalent) in the case of S&P, “BBB-” (or the equivalent) in the case of Fitch, “BBB (low)”
(or the equivalent) in the case of DBRS, or any equivalent rating by any other Approved Rating Organization.


 


“Investments” means, with respect
to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of:


 


		(1)	any direct or indirect advance, loan or other extension of credit to another Person;



 


		(2)	any capital contribution to another Person, by means of any transfer of cash or other property in any form;



 


		(3)	any purchase or acquisition of Equity Interests, bonds, notes or other Indebtedness, or other instruments or securities, issued by
another Person, including the receipt of any of the above as consideration for the disposition of assets or rendering of services;



 


		(4)	any guarantee of any Indebtedness of another Person; and



 


		(5)	all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP;



 


provided that “Investments” with respect
to any Person shall exclude extensions of trade credit in the ordinary course of business on commercially reasonable terms in accordance
with the normal trade practices of such Person.


 


If the Issuer or any Restricted Subsidiary sells
or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such
sale or disposition, such Person is no longer a Restricted Subsidiary, the Person making such sale or other disposition will be deemed
to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Issuer’s Investments
in such Restricted Subsidiary that were not sold or disposed of. The acquisition by the Issuer or any Restricted Subsidiary of a Person
that holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third
Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person. If the Issuer
designates any of its Restricted Subsidiaries as an Unrestricted Subsidiary in accordance with ‎Section
4.10, the Issuer will be deemed to have made an Investment in such Subsidiary on the date of such designation equal to the Fair Market
Value of such Person. In each of the foregoing cases, the amount of the Investment will be determined as provided in the penultimate
paragraph of ‎Section 4.4. Except as otherwise provided
in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent
changes in value.


 






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“Investor” means (i) each of
(a) BC Partners Advisors L.P. and its Affiliates (including BC European Capital X LP and the other funds, partnerships or other vehicles
managed, advised or controlled thereby, together with any entity (directly or indirectly) wholly owned by any such fund, partnership or
vehicle, but not including, however, any portfolio operating company of the foregoing), (b) Ontario Teachers’ Pension Plan Board
and its Affiliates (including the funds, partnerships or other vehicles managed, advised or controlled thereby, together with any entity
(directly or indirectly) wholly owned by any such fund, partnership or vehicle, but not including, however, any portfolio operating company
of the foregoing), (c) Magny Cours Investment Pte. Ltd. and its Affiliates (including the funds, partnerships or other vehicles managed,
advised or controlled thereby, together with any entity (directly or indirectly) wholly owned by any such fund, partnership or vehicle,
but not including, however, any portfolio operating company of the foregoing) and (d) Patrick Dovigi and his Affiliates and (ii) any successor
of any Person identified in clause (i). For purposes of this definition, a Person (first person) is considered to control another Person
(second person) if: (a) the first person beneficially owns or directly or indirectly exercises control or direction over securities of
the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second
person, unless that first person holds the voting securities only to secure an obligation; (b) the second person is a partnership, other
than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or (c) the second person is
a limited partnership and the general partner of the limited partnership is the first person.


 


“Issue Date” means June 8, 2021.


 


“Issuer” means GFL Environmental
Inc. (and not any of its Subsidiaries or Affiliates), until a successor Person shall have become such pursuant to the applicable provisions
of this Indenture and thereafter “Issuer” shall mean such successor Person.


 


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


 


“Lien” means any mortgage, lien
(statutory or otherwise), pledge, charge, security interest or encumbrance upon or with respect to any property of any kind, whether or
not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement; provided
that in no event shall Non-Financing Lease Obligations be deemed to constitute a Lien.


 


“Limited Condition Acquisition”
means any acquisition or Investment, including by way of merger, amalgamation or consolidation, by the Issuer or one or more of its Restricted
Subsidiaries whose consummation is not conditional upon the availability of, or on obtaining, third party financing.


 






    27 


     


    

 


“Market Capitalization” means
an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests of the Issuer or any parent entity
on a Business Day not more than five Business Days prior to the date of the declaration or making of a Restricted Payment permitted pursuant
to ‎Section 4.4(c)(12) multiplied by (ii) the arithmetic
mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity
Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.


 


“Material Restricted Subsidiary”
means each Restricted Subsidiary of the Issuer (a) whose proportionate share of the Total Assets (after intercompany eliminations)
exceeds 5.0% as of the end of the most recently completed fiscal quarter for which internal annual or quarterly financial statements are
available, or (b) which contributed in excess of 5.0% of Consolidated EBITDA for the most recently completed four fiscal quarters for
which internal annual or quarterly financial statements are available.


 


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


 


“Municipal Waste Contract” means
any contract or franchise agreement with a municipality for waste management services, including collection, hauling, disposal and/or
processing services, or any local ordinance granting an exclusive waste management services franchise, including collection, hauling disposal
and/or processing services.


 


“Net Cash Proceeds” means, with
respect to any issuance or sale of Equity Interests, the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’
fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other
fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance
or sale.


 


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


 


“Net Proceeds” means, with respect
to any Asset Sale, the proceeds therefrom in the form of cash or Cash Equivalents, including payments in respect of deferred payment obligations
when received in the form of cash or Cash Equivalents, or stock or other assets when disposed of for cash or Cash Equivalents, received
by the Issuer or any of the Restricted Subsidiaries from such Asset Sale, net of:


 


		(1)	all legal, title, engineering and environmental fees and expenses (including fees and expenses of legal counsel, advisors, accountants,
consultants and investment banks, sales commissions and relocation expenses) related to such Asset Sale;



 


		(2)	provisions for all cash taxes payable or required to be accrued in accordance with GAAP as a result of such Asset Sale;



 






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		(3)	payments applied to the repayment of principal, premium (if any) and interest on Indebtedness where payment of such Indebtedness is
secured by a Lien on the assets or properties that are the subject of such Asset Sale;



 


		(4)	amounts required to be paid to any Person owning a beneficial interest in the assets or properties that are subject to the Asset Sale;
and



 


		(5)	appropriate amounts to be provided by the Issuer or any Restricted Subsidiary, as the case may be, as a reserve required in accordance
with GAAP against any liabilities associated with such Asset Sale and retained by the seller after such Asset Sale, including pension
and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale;



 


provided that cash and/or Cash Equivalents in which the Issuer
or a Restricted Subsidiary has an individual beneficial ownership shall not be deemed to be received by the Issuer or a Restricted Subsidiary
until such time as such cash and/or Cash Equivalents are free from any restrictions under agreements with the other beneficial owners
of such cash and/or Cash Equivalents which prevent the Issuer or a Restricted Subsidiary from applying such cash and/or Cash Equivalents
to any use permitted by ‎Section 4.7 or to purchase Notes.


 


“New Project” means (x) each
plant, facility, branch, office, transfer station, landfill, convenience site which is either a new plant, facility, branch, office, transfer
station, landfill, convenience site or an expansion, relocation, remodeling, refurbishment or substantial modernization of an existing
plant, facility, branch, office, transfer station, landfill, convenience site owned by the Issuer or the Restricted Subsidiaries which
in fact commences operations and (y) each creation (in one or a series of related transactions) of a, business unit, product line,
line of operations or service offering to the extent such business unit, product line, line of operations or service offering is offered
or each expansion (in one or series of related transactions) of business into a new market or service or through a new distribution method
or channel.


 


“Notes Custodian” means the
custodian with respect to a Global Note (as appointed by the Depositary) or any successor Person, and shall initially be Computershare
Trust Company, N.A.


 


“Non-Financing Lease” means
any lease determined in accordance with GAAP other than (i) a Financing Lease and (ii) a lease that in accordance with GAAP is an exempt
or excluded lease.


 


“Non-Financing Lease Obligation”
means, as to any Person, the obligations of such Person under a Non-Financing Lease.


 


“Non-Recourse Debt” means Indebtedness:


 


		(1)	as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c)
constitutes the lender; and



 


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



 






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“Note Guarantee” means any guarantee
of the obligations of the Issuer under this Indenture and the Notes by any Person in accordance with the provisions of this Indenture.


 


“Notes” means notes issued under
this Indenture. The Initial Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including
waivers, amendments, redemptions and offers to purchase (except that if the Additional Notes are not fungible with the Initial Notes for
U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number), and unless otherwise provided or the context
otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.


 


“Offering Memorandum” means
the offering memorandum, dated June 1, 2021, relating to the offering of the Initial Notes.


 


“Officer” means any of the Chairman
of the Board, Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, Executive Vice President, Senior Vice
President, the principal accounting officer, the Secretary or any Assistant Secretary, any Executive Vice President, Senior Vice President
or any Vice President of the Issuer.


 


“Officer’s Certificate”
means a certificate signed by any Officer, or the Corporate Secretary, of the Issuer and delivered to the Trustee.


 


“Opinion of Counsel” means a
written opinion from legal counsel that complies with Sections ‎12.3
and ‎12.4 of this Indenture and is delivered to the
Trustee. The counsel may be an employee of or counsel to the Issuer, and such counsel shall be acceptable to the Trustee. Any such opinion
may be subject to customary assumptions and exclusions.


 


“Participant” means, with respect
to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and,
with respect to The Depository Trust Company, shall include Euroclear and Clearstream).


 


“Pari Passu Indebtedness” means:
(a) with respect to the Issuer, the Notes and any Indebtedness that ranks pari passu in right of payment to the Notes; and (b) with respect
to any Guarantor, its Note Guarantee and any Indebtedness which ranks pari passu in right of payment to such Guarantor’s Note Guarantee.


 


“Permitted Assets” means any
and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted
Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately
upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).


 






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“Permitted Business” means any
business conducted (as described in the Offering Memorandum) by the Issuer and the Restricted Subsidiaries on the Issue Date, and other
businesses reasonably related or ancillary thereto or that are a reasonable extension or development thereof.


 


“Permitted Holder” means:


 


		(1)	each of the Investors and members of management of the Issuer who are holders of Equity Interests of the Issuer on the Issue Date;



 


		(2)	any Group (as defined in the definition of Change of Control) of which any of the foregoing are members;



 


		(3)	any member of any such Group; and



 


		(4)	any other Person or Group; provided that in the case of this clause (4): (a) Patrick Dovigi and his Affiliates, BC Partners Advisors
L.P., Ontario Teachers’ Pension Plan Board, GIC Private Ltd. and the members of management of the Issuer who were holders of Equity
Interests of the Issuer on the Issue Date continue to hold in the aggregate not less than 40% of the Voting Stock of the Issuer, measured
by voting power rather than number of shares; and (b) such Person or Group and the Persons described in the foregoing subclause (a) are
party to a shareholders’ agreement in respect of their respective Equity Interests of the Issuer.



 


“Permitted Investments”
means, without duplication:


 


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



 


		(2)	any Investment in cash or Cash Equivalents;



 


		(3)	any Investment in a Person or division or line of business of a Person, if as a result of, or concurrently with, such Investment:



 


		(a)	such Person becomes a Restricted Subsidiary (or a division or line of business is owned by a Restricted Subsidiary), or



 


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



 


		(4)	any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance
with ‎Section 4.7;



 


		(5)	any acquisition of assets or other Investments in a Person solely in exchange for the issuance of Capital Stock (other than Disqualified
Stock) of the Issuer or warrants, options or other rights to acquire Capital Stock (other than Disqualified Stock) of the Issuer;



 






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		(6)	Investments resulting from repurchases of the Notes or the Existing Notes;



 


		(7)	any Investments received in compromise of (a) obligations of trade creditors or customers that were incurred in the ordinary course
of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor
or customer or (b) litigation, arbitration or other disputes;



 


		(8)	Hedging Obligations incurred in the ordinary course of business and not for speculative purposes;



 


		(9)	Investments (a) existing on, or made pursuant to binding commitments existing on, the Issue Date or (b) that are an extension, modification
or renewal of any such Investments described under the preceding clause (a), but only to the extent not involving additional advances,
contributions or other Investments of cash or other assets or other increases thereof, except as otherwise permitted under this Indenture,
and Investments made with the proceeds, including, without limitation, from sales or other dispositions, of such Investments and any other
Investments made pursuant to this clause (9);



 


		(10)	guarantees issued in accordance with ‎Section 4.3;



 


		(11)	guarantees of performance or other obligations (other than Indebtedness) arising in the ordinary course of business;



 


		(12)	Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business;



 


		(13)	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;



 


		(14)	advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms
of the Issuer or its Restricted Subsidiaries;



 


		(15)	guarantees of operating leases (for the avoidance of doubt, excluding Financing Lease Obligations) or of other obligations that do
not constitute Indebtedness, in each case, entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;



 


		(16)	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 the Issuer and its Subsidiaries;



 






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		(17)	Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client and customer contracts
and loans or advances made to, and guarantees with respect to obligations of, distributors, suppliers, licensors and licensees in the
ordinary course of business;



 


		(18)	loans or advances made to officers, directors or employees of the Issuer or any of its Restricted Subsidiaries; provided that the
aggregate principal amount outstanding at any time under this clause (18) shall not exceed the greater of $10 million and 1.0% of Total
Assets as of any date of incurrence (after giving effect to such Investment);



 


		(19)	Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated
with the Issuer or any of its Restricted Subsidiaries in a transaction that is not prohibited by ‎Section
5.1 after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation
or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;



 


		(20)	Investments by the Issuer or a Restricted Subsidiary in (i) joint ventures and (ii) Subsidiaries that are not wholly owned, in an
aggregate amount, taken together with all other Investments made pursuant to this clause (20), not to exceed the greater of $60 million
and 2.0% of Total Assets determined at the time of such Investment (after giving effect to such Investment);



 


		(21)	other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (21) that are
at the time outstanding not to exceed the greater of (i) $175 million and (ii) 6.0% of Total Assets as of any date of incurrence (after
giving effect to such Investment);



 


		(22)	Investments in a Similar Business not to exceed the greater of (i) $175 million and (ii) 6.0% of Total Assets as of any date of incurrence
(after giving effect to such Investment);



 


		(23)	Investments in Receivables Subsidiaries in the form of assets required in connection with a Permitted Receivables Financing (including
the contribution or lending of Cash Equivalents to Subsidiaries to finance the purchase of such assets from the Issuer or any Restricted
Subsidiary or to otherwise fund required reserves); and



 


		(24)	Investments in an unlimited amount so long as on the earlier of the date on which the Investment is made and the date on which
                                                                the definitive agreement governing the relevant Investment containing a legally binding commitment to make such Investment is made,
                                                                immediately after giving effect thereto and the incurrence of any Indebtedness to be incurred in connection therewith, the Issuer
                                                                shall be in compliance with a Consolidated Net Leverage Ratio of equal
to or less than 5.50:1.00 (after giving effect to such Investment) as of the last day of the most recently ended four quarters for which
internal financial information is available preceding such Investment.



 



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“Permitted Liens” means, as
of any date:


 


		(1)	Liens securing (i) Indebtedness permitted to be incurred pursuant to ‎Section
4.3(b)(1) (measured at the time of the incurrence of such Indebtedness and giving effect to the application of the proceeds therefrom)
and any other obligations related thereto, (ii) the maximum principal amount of Indebtedness such that, as of the date any such Indebtedness
was incurred (after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom), the Secured Net
Leverage Ratio of the Issuer and its Restricted Subsidiaries would not exceed 5.50 to 1.00, and (iii) Cash Management Obligations incurred
by the Issuer or a Restricted Subsidiary of the Issuer in the ordinary course of business;



 


		(2)	Liens in favor of the Issuer of any of its Restricted Subsidiaries;



 


		(3)	Liens on property, assets or shares of stock of a Person existing at the time such Person is acquired by or amalgamated or merged
with or into or consolidated with the Issuer or any Restricted Subsidiary; provided that such Liens were in existence prior to,
and were not created in contemplation of, such acquisition, amalgamation, merger or consolidation and do not extend to any assets other
than those of the Person acquired by or amalgamated or merged into or consolidated with the Issuer or the Restricted Subsidiary (other
than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition or property of the type
that would have been subject to such Lien notwithstanding the occurrence of such acquisition);



 


		(4)	Liens securing Hedging Obligations incurred in the ordinary course of business and not for speculative purposes;



 


		(5)	Liens for any judgment rendered, or claim filed, against the Issuer or any Restricted Subsidiary which is being contested in good
faith by appropriate proceedings and that does not constitute an Event of Default if during such contestation a stay of enforcement of
such judgment or claim is in effect;



 


		(6)	Liens on property, assets or shares of stock existing at the time of acquisition of such property by the Issuer or any Restricted
Subsidiary (by a merger, consolidation, amalgamation or otherwise) or existing on the property or shares of stock or other assets of any
Person at the time such Person becomes a Subsidiary, in each case after the Issue Date (whether or not such existing Liens thereon were
given to secure the payment of all or any part of the purchase price thereof), so long as (A) such Lien extends only to such property
being acquired or the property or shares of stock or other assets of such Person that becomes a Subsidiary, as the case may be, and accessions to such property
and the proceeds and products thereof and customary security deposits in respect thereof or (B) after giving pro forma effect to the incurrence
or issuance of Indebtedness incurred or assumed in connection with an acquisition of any assets (including Capital Stock), business or
Person or Investment, the Secured Net Leverage Ratio would be no greater than either (i) 5.50 to 1.00 or (ii) the Secured Net Leverage
Ratio immediately prior to giving effect to such transaction;



 



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		(7)	(a) incurred under Credit Facilities or otherwise in connection with one or more standby letters of credit, bankers’ acceptances,
completion guarantees, performance bonds, bid bonds, appeal bonds or surety bonds or other similar reimbursement obligations, in each
case, issued in the ordinary course of business (including for the purpose of providing security for workers’ compensation claims,
payment obligations in connection with self insurance or similar statutory and other requirements) or (b) Liens incurred or deposits made
to secure the performance of or otherwise in connection with statutory obligations, environmental reclamation obligations, bids, leases,
government contracts, surety or appeal bonds, performance or return-of-money bonds or other obligations of a like nature incurred in the
ordinary course of business, including letters of credit, performance bonds and other reimbursement obligations permitted by ‎Section
4.3(b)(2);



 


		(8)	Liens securing Indebtedness (including Financing Lease Obligations) permitted by ‎Section
4.3(b)(4) covering the assets acquired, developed or improved with such Indebtedness;



 


		(9)	Liens securing Indebtedness permitted by ‎Section 4.3(b)(14),
‎Section 4.3(b)(15) and ‎Section
4.3(b)(17);



 


		(10)	Liens existing on the Issue Date (other than Liens described in clause (1) above);



 


		(11)	Liens for taxes, workers’ compensation, unemployment insurance and other types of social security, assessments or other governmental
charges or claims that are not yet due and payable or, if due and payable and delinquent for a period of more than 30 days, that are being
contested by the Issuer or a Restricted Subsidiary in good faith by appropriate proceedings promptly instituted and diligently conducted;
provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;



 


		(12)	licenses, permits, reservations, covenants, servitudes, easements, rights-of-way and rights in the nature of easements (including,
without limiting the generality of the foregoing, in respect of sidewalks, public ways, sewers, drains, gas, steam and water mains or
electric light and power, or telephone and telegraph conduits, poles, wires and cables) and zoning, land use and building restrictions,
by-laws, regulations and ordinances of federal, provincial, regional, state, municipal and other governmental authorities;



 






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		(13)	Liens imposed by law that are incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such
as carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, employees’, laborers’,
employers’, suppliers’, banks’, builders’, repairmen’s and other like Liens;



 


		(14)	easements, rights-of-way, zoning restrictions and other similar charges, restrictions or encumbrances in respect of real property
or immaterial imperfections of title that do not, in the aggregate, impair in any material respect the ordinary conduct of the business
of the Issuer and its Restricted Subsidiaries taken as a whole;



 


		(15)	Liens securing Permitted Refinancing Indebtedness in respect of Indebtedness that was secured by Permitted Liens; provided that such
Liens secure only the same property (including any after-acquired property to the extent it would have been subject to the original Lien,
plus improvements and accessions to, such property or proceeds or distributions thereof) as such Permitted Liens;



 


		(16)	Liens given to a public utility or any municipality or governmental or other public authority when required by such utility or other
authority in connection with the operation of the business or the ownership of the assets of the Issuer or any of its Restricted Subsidiaries;



 


		(17)	Liens arising from precautionary Personal Property Security Act in effect in a Canadian jurisdiction or Uniform Commercial Code (or
its equivalent) financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the
ordinary course of business;



 


		(18)	applicable municipal and other governmental restrictions, including municipal by laws and regulations, affecting the use of land or
the nature of any structures which may be erected thereon; provided such restrictions have been complied with;



 


		(19)	subdivision agreements, site plan control agreements, servicing agreements, development agreements, facilities sharing agreements,
cost sharing agreements and other similar agreements provided they do not materially impair the use of the affected property for the purpose
for which it is used by the Issuer or its Restricted Subsidiary, as the case may be, or materially impair the value of the property subject
thereto or interfere with the ordinary conduct of the business of such Person and provided the same are complied with;



 


		(20)	landlord distraint rights and similar rights arising under the leasehold interests of the Issuer and its Restricted Subsidiaries limited
to the assets located at or about such leased properties;



 


		(21)	title defects, encroachments or irregularities which are of a minor nature;



 






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		(22)	the reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown of any real property
or any interest therein or in any comparable grant in jurisdictions other than Canada;



 


		(23)	Liens in favor of customs, revenue, and taxation authorities arising by operation of law;



 


		(24)	leases, subleases, licenses, sublicenses, occupancy agreements or assignments of or in respect of real or personal property;



 


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



 


		(26)	(a) Liens solely on any cash earnest money deposits made by the Issuer or any Restricted Subsidiary in connection with any letter
of intent or other agreement in respect of any Permitted Investment and (b) Liens on advances of cash or Cash Equivalents in favor of
the seller of any property to be acquired in a Permitted Investment to be applied against the purchase price for such Investment;



 


		(27)	Liens on the Equity Interests of Unrestricted Subsidiaries;



 


		(28)	other Liens securing related obligations in an aggregate outstanding principal amount not to exceed the greater of (i) $240.0 million
and (ii) 60.0% of Consolidated EBITDA for the most recently completed four fiscal quarters for which internal annual or quarterly financial
statements are available calculated in a manner consistent with any pro forma adjustments to Consolidated EBITDA set forth in the definition
of Fixed Charge Coverage Ratio;



 


		(29)	Liens on receivables or related assets incurred in connection with Permitted Receivables Financings and
Liens on Equity Interests of Subsidiaries in connection therewith; and



 


		(30)	Liens in favor of landlords securing obligations under real property leases, provided that such liens only attach to the movable property
located on the premises subject to such real property leases and that such premises are located in the Province of Quebec.



 


For purposes of determining compliance with
this definition, (A) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition
but is permitted to be incurred in part under any combination thereof and of any other available exemption, (B) in the event that a
Lien (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens, the Issuer will, in its sole
discretion, be entitled to divide, classify or reclassify, in whole or in part, any such Lien (or any portion thereof) among one or
more such categories or clauses in any manner that complies with this definition and (C) in the event that a portion of Indebtedness
secured by a Lien could be classified as secured in part pursuant to clause (1)(ii) above (giving pro forma effect only to the
incurrence of such portion of such Indebtedness), the Issuer, in its sole discretion, may classify such portion of such Indebtedness
(and any obligations in respect thereof) as having been secured pursuant to clause (1)(ii) above and thereafter the remainder of the
Indebtedness as having been secured pursuant to one or more of the other clauses of this definition.


 






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“Permitted Receivables Financing”
means, collectively, (i) with respect to receivables of the type constituting any term securitizations, receivables securitizations or
other receivables financing (including any factoring program), in each case that are non-recourse to the Issuer and the Restricted Subsidiaries
(except for any customary limited recourse that is applicable only to Subsidiaries that are not the Issuer or a Guarantor, that is customary
in the relevant local market, and reasonable extensions thereof) and (ii) with respect to receivables (including, without limitation,
account, trade and lease receivables) not otherwise constituting term securitizations, other receivables securitizations or other similar
financings (including any factoring program), in each case in an amount not to exceed 85% of the book value of all accounts receivable
of the Issuer and its Restricted Subsidiaries as of any date and that are non-recourse to the Issuer and its Restricted Subsidiaries (except
for any customary limited recourse that is applicable only to Subsidiaries that are not the Issuer or a Guarantor, that is customary in
the relevant local market); provided that with respect to Permitted Receivables Financings incurred in the form of a factoring
program under this clause (ii), the outstanding amount of such Permitted Receivables Financings for the purposes of this definition shall
be deemed to be equal to the Permitted Receivables Net Investment for the most recently completed four consecutive fiscal quarters of
the Issuer for which internal financial statements are available), in each case of (i) and (ii), except for recourse for customary indemnification
obligations, repurchase obligations and servicing obligations customary in the local market that are applicable to the Issuer and its
Restricted Subsidiaries, including customary performance guarantee obligations for servicing or originating.


 


“Permitted Receivables Net Investment”
means the aggregate cash amount paid by the purchasers under any Permitted Receivables Financing in the form of a factoring program in
connection with their purchase of accounts receivable and customary related assets or interests therein, as the same may be reduced from
time to time by collections with respect to such accounts receivable and related assets or otherwise in accordance with the terms of such
Permitted Receivables Financing (but excluding any such collections used to make payments of commissions, discounts, yield and other fees
and charges incurred in connection with any Permitted Receivables Financing in the form of a factoring program which are payable to any
Person other than the Issuer or any of its Restricted Subsidiaries).


 


“Permitted Refinancing Indebtedness”
means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used
to extend, refinance, renew, replace, defease, discharge or refund other Indebtedness of the Issuer or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:


 


		(1)	the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount
(or accreted value, if applicable) or, if greater, committed amount (only to the extent the committed amount could have been incurred
on the date of initial incurrence and was deemed incurred at such time for the purposes of ‎Section
4.3) of the Indebtedness extended, refinanced, renewed, replaced, defeased, discharged or refunded (plus all accrued interest on the Indebtedness and
the amount of all fees, defeasance costs, expenses and premiums (including tender premiums) incurred in connection therewith);



 



    38 


     


    




 


		(2)	the Stated Maturity of the principal of such Permitted Refinancing Indebtedness is (i) no earlier than the Stated Maturity of the
principal of the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded, or (ii) at least 91
days after the Stated Maturity of the principal of the Notes;



 


		(3)	the Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Permitted Refinancing Indebtedness
is incurred that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being extended, refinanced, renewed,
replaced, deferred, discharged or refunded;



 


		(4)	if the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded is Subordinated Indebtedness of
the obligor thereon, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes issued by, or the Note Guarantee
of, the obligor thereon, as the case may be, on terms at least as favorable, taken as a whole, to the Holders of Notes as those contained
in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded;



 


		(5)	if such Permitted Refinancing Indebtedness is secured, the Lien does not apply to any property or assets of the Issuer or any of its
Restricted Subsidiaries other than such property or assets securing the Indebtedness being extended, refinanced, renewed, replaced, defeased,
discharged or refunded (including any after-acquired property to the extent it would have been subject to the original Lien, plus improvements
and accessions to, such property or proceeds or distributions thereof); and



 


		(6)	such Permitted Refinancing Indebtedness is incurred by the Person that was the obligor on the Indebtedness being extended, refinanced,
renewed, replaced, defeased, discharged or refunded and is guaranteed only by Persons who were obligors on the Indebtedness being extended,
refinanced, renewed, replaced, defeased, discharged or refunded.



 


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


 


“Private Placement Legend” means
the legend set forth in ‎Section 2.6(f)(1) to be placed on
all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.


 


“Purchase Money Obligations”
means Indebtedness of the Issuer and its Restricted Subsidiaries incurred for the purpose of financing all or any part of the purchase
price, or the cost of installation, construction or improvement, of Permitted Assets.


 






    39 


     


    

 



 


“Put-or-Pay Agreement” means,
with respect to the Issuer, any put-or-pay volume contract, entered into by the Issuer or any Restricted Subsidiary with a counterparty,
pursuant to which the counterparty retains the Issuer or the Issuer retains the counterparty, to provide waste management services including
collection, hauling, disposal or processing services and guarantees a minimum tonnage for such services or payment in lieu of such services.


 


“QIB” means any “qualified
institutional buyer” (as defined in Rule 144A).


 


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


 


“Rating Decline” means the occurrence
of a decrease in the rating of the Notes by one or more gradations by any two of three Rating Agencies (including gradations within rating
categories, as well as between categories), within 60 days after the earlier of (x) a Change of Control, (y) the date of public notice
of the occurrence of a Change of Control or (z) public notice of the intention of the Issuer to effect a Change of Control (which 60-day
period shall be extended so long as the rating of the Notes is under publicly announced ratings review for possible downgrade by either
of such two Rating Agencies, it being understood that a change in ratings outlook shall not extend such 60-day period); provided, however,
that a Rating Decline otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of
a particular Change of Control (and thus will not be deemed a Rating Decline for purposes of the definition of Change of Control Triggering
Event) unless each of such two Rating Agencies making the reduction in rating to which this definition would otherwise apply announces
or publicly confirms or informs the Trustee in writing at the Issuer’s or its request that the reduction was the result, in whole
or in part, of any event or circumstances comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether
or not the applicable Change of Control has occurred at the time of the Rating Decline); provided, further, that notwithstanding the foregoing,
a Ratings Decline shall not be deemed to have occurred so long as the Notes have an Investment Grade rating from at least two of three
Rating Agencies.


 


“Record Date” means the date
specified for determining holders entitled to receive interest on the Notes on any Interest Payment Date.


 


“Redemption Date,” when used
with respect to any Note to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.


 


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


 


“Regulation S” means Regulation
S promulgated under the 1933 Act.


 


“Regulation S Global Note”
means a permanent Global Note substantially in the form of Exhibit A, bearing the Global Note Legend, the Private Placement
Legend and (unless such legend is no longer required by the provisions of this Indenture) the Canadian Legend, that has the
 “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf
of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount
of the Notes initially sold in reliance on Regulation S.


 






    40 


     


    

 





“Repay” means, in respect of
any Indebtedness, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Indebtedness. “Repayment”
and “Repaid” shall have correlative meanings.


 


“Resale Restriction Termination Date”
means (i) in the case of Notes initially sold in reliance on Rule 144A, the date that is one year after the later of the Issue Date (or
the date of original issue of any Additional Notes) and the last date on which the Issuer or any Affiliate of the Issuer was the owner
of such Notes (or any predecessor Notes) or (ii) in the case of Notes initially sold in reliance on Regulation S, 40 days after the later
of the Issue Date (or the date of original issue of any Additional Notes) and the date on which Notes (or any predecessor Notes) were
first offered to persons other than distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S.


 


“Restricted Definitive Note”
means a Definitive Note bearing the Private Placement Legend.


 


“Restricted Global Note” means
a Global Note bearing the Private Placement Legend (including the Regulation S Global Note).


 


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


 


“Restricted Note” means either
a Restricted Definitive Note or a Restricted Global Note.


 


“Restricted Period” means the
40-day distribution compliance period as defined in Regulation S.


 


“Restricted Subsidiary” of a
Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary. Unless otherwise indicated in this Indenture, a reference
to a Restricted Subsidiary shall mean a Restricted Subsidiary of the Issuer.


 


“Revolving Credit
Agreement” means the credit agreement in effect on the Issue Date among the Issuer, the guarantors from time to time party
thereto, the lenders from time to time party thereto, and Bank of Montreal, as agent, including any related notes, debentures,
pledges, guarantees, security documents, instruments and agreements executed from time to time in connection therewith, and in each
case as amended, supplemented, restated, modified, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise
modified, in whole or in part, from time to time, including any agreement extending the maturity of, refinancing, replacing or
otherwise restructuring or adding the Issuer or any of its Subsidiaries as replacement or additional borrowers or guarantors
thereunder, and all or any portion of the Indebtedness and other obligations under such agreement or agreements or any successor or
replacement agreement or any agreements, and whether by the same or any other agent, lender or group of lenders. For greater
certainty, it is acknowledged that Interest Rate Agreements, Currency Agreements and Commodity Hedging Contracts entered into with a
Person that at that time is a lender (or an Affiliate thereof) under the Revolving Credit Agreement are separate from, are not
included within and do not form part of any above inclusions of, the Revolving Credit Agreement.


 






    41 


     


    

 


“Rule 144” means Rule 144 promulgated
under the 1933 Act.


 


“Rule 144A” means Rule 144A
promulgated under the 1933 Act.


 


“Rule 904” means Rule 904 promulgated
under the 1933 Act.


 


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


 


“Sale and Lease-Back Transaction”
means any arrangement with any Person providing for the leasing by an Issuer or any of its Restricted Subsidiaries of any property, which
property has been or is to be sold or transferred by such Issuer or such Restricted Subsidiary to such Person, other than (1) any such
transaction involving a lease for a term of not more than three years, (2) any such transaction between any Issuer and any Subsidiary
of any Issuer or between Subsidiaries of any Issuer, (3) any such transaction executed by the time of or within 365 days after the latest
of the acquisition, the completion of construction or improvement or the commencement of commercial operation of such property or (4)
any such transaction entered into before the Issue Date or entered into by a Restricted Subsidiary before the time it became a Restricted
Subsidiary.


 


“Secured Indebtedness” means
any Indebtedness secured by a Lien.


 


“Secured Net Leverage
Ratio” means, as of any date of determination with respect to any Person, the ratio of (1)(i)(x) Secured Indebtedness of
such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with
GAAP) and (y) the Reserved Indebtedness Amount applicable at such time to the calculation of the Secured Net Leverage Ratio with
respect to commitments first obtained as of such date but not utilized as of such date (but only to the extent such commitments are
being obtained in reliance on a test based on such ratio and the Issuer has so elected to test such ratios at such time) minus
(ii) the sum of (x) cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries as of such date of calculation plus
(y) any cash in a trust account of counsel to the Issuer or any of its Restricted Subsidiaries or counsel of a vendor in connection
with the deposit of an amount on account of the purchase price for an acquisition or investment and (2) Consolidated EBITDA of such
Person and its Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters ending prior to the date
of such determination for which financial statements prepared on a consolidated basis in accordance with GAAP are available. In the
event that the Issuer or any of its Restricted Subsidiaries incurs or redeems any Secured Indebtedness subsequent to the
commencement of the period for which the Secured Net Leverage Ratio is being calculated but prior to the event for which the
calculation of the Secured Net Leverage Ratio is made, then the Secured Net Leverage Ratio shall be calculated giving pro forma
effect to such incurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four fiscal
quarter period; provided, however, that the pro forma calculation of Secured Indebtedness shall not give effect to (i)
any Secured Indebtedness incurred on the Calculation Date (other than Secured Indebtedness incurred pursuant to clause (1)(i)(y) of ‎Section
4.3(b) or clause (1)(ii) of the definition of Permitted Liens) or (ii) any repayment, repurchase, redemption, defeasance or other
discharge of Indebtedness to the extent such repayment, retirement, extinguishment, defeasance or other discharge results from the
proceeds of such Secured Indebtedness referred to in clause (i). The Secured Net Leverage Ratio shall be calculated in a manner
consistent with the definition of Fixed Charge Coverage Ratio, including any pro forma adjustments to Secured Indebtedness and
Consolidated EBITDA as set forth therein (including for acquisitions).


 






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“Significant Subsidiary” means
any Restricted Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission (or any successor provision).


 


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


 


“Specified Legal Expenses” means,
to the extent not constituting an extraordinary, non-recurring or unusual loss, charge or expense, all attorneys’ and experts’
fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments)
and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding,
inquiry or investigation (whether civil, criminal, administrative, governmental or investigative).


 


“Specified Transaction” means
any Investment that results in a Person becoming a Restricted Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or
an Unrestricted Subsidiary, any acquisition, any disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the
Issuer or constitutes a disposition of a line of business or division that has an identifiable earnings stream, any Investment constituting
an acquisition of assets constituting a business unit, line of business or division of another Person or any disposition of a business
unit, line of business or division of the Issuer or a Restricted Subsidiary, in each case, whether by merger, consolidation, amalgamation
or otherwise, or any incurrence or repayment of Indebtedness, any Restricted Payment, any New Project or other event (other than the incurrence
or repayment of Indebtedness under any revolving credit facility in the ordinary course of business for working capital purposes), that
by the terms of the Indenture requires Consolidated EBITDA, Total Assets or a financial ratio or test to be calculated on a pro forma
basis or after giving pro forma effect.


 


“Stated Maturity” means, with
respect to any instalment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal
was scheduled to be paid in the original documentation governing such Indebtedness (as amended, supplemented or otherwise modified in
any manner that is not prohibited by this Indenture), and will not include any contingent obligations to repay, redeem or repurchase any
such interest or principal prior to the date originally scheduled for the payment thereof.


 






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“Subordinated Indebtedness”
means Indebtedness of the Issuer or a Guarantor that is subordinated in right of payment to the Notes or the Note Guarantee issued by
the Issuer or such Guarantor, as the case may be.


 


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


 


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



 


		(2)	any partnership or limited liability company if (i) more than 50% of the capital accounts, distribution rights, total equity and voting
interests or general or limited partnership interests, as applicable, thereof are owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person (or a combination thereof), whether in the form of membership, general,
special or limited partnership interests or otherwise, and (ii) the specified Person, or any Subsidiary of the specified Person, is a
controlling general partner of, or otherwise controls, such entity.



 


“Tax Act” means the Income Tax
Act (Canada).


 


“Taxes” means any present or
future tax, levy, impost, assessment or other government charge (including penalties, interest and any other liabilities related thereto)
imposed or levied by or on behalf of a Taxing Authority.


 


“Taxing Authority” means any
government or any political subdivision or territory or possession of any government or any authority or agency therein or thereof having
power to tax.


 


“Term Loan Credit Agreement”
means the credit agreement in effect on the Issue Date, among the Issuer, the guarantors from time to time party thereto, the lenders
from time to time party thereto, and Barclays Bank PLC, as agent, including any related notes, debentures, pledges, guarantees, security
documents, instruments and agreements executed from time to time in connection therewith, and in each case as amended, supplemented, restated,
modified, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time,
including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring or adding the Issuer or any of its
Subsidiaries as replacement or additional borrowers or guarantors thereunder, and all or any portion of the Indebtedness and other obligations
under such agreement or agreements or any successor or replacement agreement or any agreements, and whether by the same or any other agent,
lender or group of lenders. For greater certainty, it is acknowledged that Interest Rate Agreements, Currency Agreements and Commodity
Hedging Contracts entered into with a Person that at that time is a lender (or an Affiliate thereof) under the Term Loan Credit Agreement
are separate from, are not included within and do not form part of any above inclusions of, the Term Loan Credit Agreement.


 






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“TEU” means (1) the tangible
equity units issued by the Issuer on March 5, 2020, each of which are comprised of: (a) a prepaid stock purchase contract; and (b) a senior
unsecured amortizing note; and (2) tangible equity units issued by the Issuer, from time to time, on substantially similar terms as the
tangible equity units referenced in (1), provided that the aggregate dollar value (determined at the time of issuance) of all outstanding
tangible equity units referenced in items (1) and (2) does not exceed, at any time, US$775.0 million.


 


“Total Assets” means, as of
any date of determination, the total assets of the Issuer and the Restricted Subsidiaries without giving effect to any impairment or amortization
of the amount of intangible assets since the Issue Date, determined on a consolidated basis in accordance with GAAP, as set forth on the
consolidated balance sheet of the Issuer as of the last day of the fiscal quarter most recently ended for which financial statements have
been (or were required to be) delivered pursuant to ‎Section
4.2(a)(1) and (a)‎(2) calculated on a pro forma basis.


 


“Treasury Rate” means, as of
the applicable redemption date, as determined by the Issuer, the yield to maturity as of such redemption date of U.S. Treasury securities
with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become
publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any
publicly available source of similar market data)) most nearly equal to the period from such redemption date to June 15, 2024; provided,
however, that if the period from such redemption date to June 15, 2024, as applicable, is less than one year, the weekly average
yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year will be used.


 


“Trustee” means the Person named
as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then
a Trustee hereunder.


 


“Trust Indenture Act” or “TIA”
means the Trust Indenture Act of 1939 as in effect from time to time.


 


“Trust 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, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s
knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.


 


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


 


“Uniform Commercial Code” means
the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York
or the Uniform Commercial Code or any successor provision thereof (or similar code or statute) of another jurisdiction, to the extent
it may be required to apply to any item or items of collateral.


 






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


 


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


 


“Unrestricted Note” means either
an Unrestricted Definitive Note or an Unrestricted Global Note.


 


“Unrestricted Subsidiary” means
any Restricted Subsidiary (including a newly acquired or newly formed Subsidiary) of the Issuer that is designated by the Board of Directors
of the Issuer as an Unrestricted Subsidiary pursuant to ‎Section
4.10, and includes any Subsidiary of an Unrestricted Subsidiary.


 


“U.S. Person” means any U.S.
person as defined for purposes of Regulation S.


 


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


 


“Waste Industries Transactions”
means the acquisition by GFL of Wrangler Super Holdco Corp. (as the indirect parent of Waste Industries USA, LLC and its subsidiaries)
pursuant to that certain Agreement and Plan of Merger, dated as of October 9, 2018, by and among Wrangler Super Holdco Corp., GFL Environmental
Holdings Inc., Betty Merger Sub Inc., the Issuer, solely for purposes of Article X thereof, and Wrangler Aggregator Holdings, L.P., solely
in its capacity as the securityholder representative, and the related financing transactions in connection therewith that were consummated
on November 14, 2018.


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years obtained by dividing:


 


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



 


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



 


“Wholly Owned Restricted Subsidiary”
of the Issuer means any Restricted Subsidiary of which all of the outstanding Voting Stock (other than directors’ qualifying shares
or shares required to be owned by other Persons pursuant to applicable law) is owned directly or indirectly by the Issuer or any other
Wholly Owned Restricted Subsidiary.


 






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Section 1.2.         
Other Definitions.


 


	“Act”	‎Section 12.16(a)




 


	“Acceptable Commitment”	‎Section 4.7(b)(5)




 


	“Accounting Change”	‎Section 1.3(2)




 


	“Acquired Indebtedness”	‎Section 4.3(c)(4)




 


	“Additional Amounts”	‎Section 4.21(a)




 


	“Affiliate Transaction”	Section 4.8(a)




 


	“Agreement Currency”	‎Section 12.17(a)




 


	“Asset Sale Offer”	‎Section 4.7(c)




 


	“Asset Sale Payment Date”	‎Section 4.7(d)




 


	“Authenticating Agent”	‎Section 2.2




 


	“Authorized Agent”	‎Section 12.7(c)




 


	“Calculation Date”	‎Section 1.1




 


	“Canadian Legend”	‎Section 2.6(f)(4)




 


	“Change of Control Offer”	‎Section 4.11(a)




 


	“Change of Control Payment”	‎Section 4.11(a)




 


	“Change of Control Payment Date”	‎Section 4.11(a)




 


	“Code”	‎Section 1.1




 


	“covenant defeasance option”	‎Section 8.1(b)




 


	“Defaulted Interest”	‎Section 2.11




 


	“EDGAR”	‎Section 4.2(c)




 


	“Excess Proceeds”	‎Section 4.7(c)




 


	“Financial Reports”	‎Section 4.2




 


	“IFRS”	‎Section 1.1




 


	“incur”	‎Section 4.3(a)




 






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	“Initial Notes”	Preamble




 


	“Judgment Currency”	‎Section 12.7(a)




 


	“legal defeasance option”	‎Section 8.1(b)




 


	“Legal Holiday”	‎Section 12.6




 


	“Obligations”	‎Section 10.1




 


	“Paying Agent”	‎Section 2.3




 


	“Payment Default”	‎Section 6.1(4)




 


	“Payor”	‎Section 4.21(a)




 


	“Permitted Debt”	‎Section 4.3(b)




 


	“Registrar”	‎Section 2.3




 


	“Reinstatement Date”	‎Section 4.20(c)




 


	“Relevant Taxing Jurisdiction”	‎Section 4.21(a)




 


	“Restricted Payment”	‎Section 4.4(a)(4)




 


	“Retained Declined Proceeds”	‎Section 4.7(g)




 


	“Second Commitment”	‎Section 4.7(b)(5)




 


	“SEDAR”	‎Section 4.2(c)




 


	“Suspended Covenants”	‎Section 4.20(a)




 


	“Suspension Period”	‎Section 4.20(a)




 


	“Tax Group”	‎Section 4.4(c)(18)(H)




 


Section 1.3.         
Rules of Construction.


 


Unless the context otherwise requires:


 


(1)           
a term has the meaning assigned to it;


 


(2)            any
accounting term used in this Indenture, unless otherwise defined therein, has the meaning assigned to it under GAAP applied
consistently throughout the relevant period and relevant prior periods. If there occurs a change in generally accepted accounting
principles, and such change would require disclosure under GAAP in the financial statements of the Issuer and would cause a change
in the method of calculation of financial covenants, standards or terms as determined in good faith by the Issuer (an
 “Accounting Change”), then the Issuer may elect, as evidenced by a written notice of the Issuer to the Trustee, that
such financial covenants, standards or terms shall be calculated as if such Accounting Change had not occurred. Any such election
with respect to such Accounting Change may not thereafter be changed;


 






    48 


     


    

 


(3)           
“or” is not exclusive;


 


(4)           
“including” means including without limitation;


 


(5)           
words in the singular include the plural and words in the plural include the singular;


 


(6)           
unless otherwise indicated, all references to “Articles” or “Sections” are to Articles or Sections, as
the case may be, of this Indenture;


 


(7)           
references to sections of or rules or regulations under any legislation (including the 1933 Act, the 1934 Act or Canadian Securities
Legislation) shall be deemed to include any substitute, replacement or successor section, rule, regulation or instrument, as applicable,
issued, adopted or promulgated by the SEC, the applicable Canadian securities commission or securities regulatory authority or any other
applicable governmental authority from time to time;


 


(8)           
“herein,” “hereof’ and other words of similar import refer to this Indenture as a whole (as amended or
supplemented from time to time) and not to any particular Article, Section or other subdivision; and


 


(9)           
all references to “US$” are to U.S. dollars and all references to “$” are to Canadian dollars. Notwithstanding
the foregoing, the Notes shall at all times be denominated, and principal and interest shall be payable only in U.S. dollars.


 


Article
II

THE NOTES


 


Section 2.1.         
Form and Dating.


 


(a)                    
General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit
A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage (but which shall not
affect the rights, duties, obligations or immunities of the Trustee without the consent of the Trustee). Each Note shall be dated the
date of its authentication. The Notes shall be in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof.
The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer,
the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions
of this Indenture (to the extent permitted by law) shall govern and be controlling.


 






    49 


     


    

 


(b)                    
 Global Notes. The Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including
the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The Notes
issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon
and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent
the amount of outstanding Notes specified therein, and each Global Note shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall
be made by the Trustee or the Notes Custodian of the Issuer, at the direction of the Trustee, in accordance with the instructions given
by the Holder thereof as required by Section 2.6 hereof.


 


(c)                    
Regulation S Global Notes. Any Notes offered and sold in reliance on Regulation S shall be issued initially in the form
of a Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian,
and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf
of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Prior to the expiration
of the Restricted Period, any resale or transfer of beneficial interests in a Regulation S Global Note to U.S. Persons shall not be permitted
unless such resale or transfer is made pursuant to Rule 144A or Regulation S.


 


(d)                    
144A Global Notes. Any Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a 144A Global
Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in
the name of the Depositary or the nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter
provided.


 


(e)                    
Definitive Notes. Notwithstanding any other provision of this ‎Section
2.1, any issuance of Definitive Notes shall be at the Issuer’s discretion, except in the circumstances set forth in ‎Section
2.6(a) hereof.


 


Section 2.2.         
Execution and Authentication.


 


An Officer shall sign the Notes for the Issuer
by manual, facsimile or electronically transmitted signature.


 


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


 


A Note shall not be valid until an authorized signatory
of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has
been duly and validly authenticated and issued under this Indenture.


 






    50 


     


    

 


The Trustee shall authenticate and deliver:
(i) Initial Notes for original issue in an aggregate principal amount of US$750,000,000 on the Issue Date, and (ii) if and when
issued, Additional Notes (which may be issued in either a registered or a private offering under the 1933 Act), in each case upon an
Issuer Order. Such Issuer Order shall specify the amount of the Notes to be authenticated and the date on which the original issue
of Notes is to be authenticated and whether the Notes are to be in global or definitive form and whether they are to bear the
Private Placement Legend or the Canadian Legend. The Issuer may issue Additional Notes under this Indenture subsequent to the Issue
Date, subject to ‎Section 4.3 of this Indenture. For
the avoidance of any doubt, any Additional Notes that are issued hereunder, and in connection therewith the Issuer delivered to the
Trustee an Officer’s Certificate and Opinion of Counsel each stating that such issuance of Additional Notes is authorized and
permitted under this Indenture, shall be valid for all purposes and constitute Additional Notes hereunder, even if subsequently it
is determined that such issuance was not in compliance with the covenants of this Indenture.


 


The Trustee may appoint an agent (the “Authenticating
Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any
such 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.


 


Section 2.3.         
Registrar and Paying Agent.


 


The Issuer shall at all times maintain in the continental
U.S. an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”),
and an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register
of the Notes and of their transfer and exchange. The Issuer may have 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 such additional
paying agent. The Issuer will give prompt written notice to the Trustee of any such co-registrar or additional paying agents and of any
change in the name or address of any such Registrar or Paying Agent.


 


The Issuer or any of its Subsidiaries may act as
Paying Agent, subject to the provisions of this ‎Section
2.3 and ‎Section 4.14. Any Paying Agent or Registrar
may resign as such upon 30 days’ prior written notice to the Issuer and the Trustee; upon resignation of any Paying Agent or Registrar,
the Issuer shall appoint a successor Paying Agent or Registrar, as the case may be, complying with the requirements of this ‎Section
2.3, no later than 30 days thereafter and shall provide notice to the Trustee of such successor Paying Agent or Registrar.


 


If at any time there shall be Notes outstanding
that are not Global Notes and there shall be no Paying Agent with an office or agency in the City of New York, State of New York (or as
such office may be moved from time to time to any other location within the contiguous U.S.), where the Notes may be presented or surrendered
for payment, the Issuer shall forthwith designate such a Paying Agent in order that such Notes shall at all times be payable in the City
of New York, the State of New York (or as such office may be moved from time to time to any other location within the contiguous U.S.).


 






    51 


     


    

 


The Issuer initially appoints Computershare Trust
Company, N.A., as Registrar and Paying Agent for the Notes. The immunities, protections and exculpations available to the Trustee under
this Indenture shall also be available to each Agent, and the Issuer’s obligations under ‎Section
7.6 to compensate and indemnify the Trustee shall extend likewise to each Agent.


 


Section 2.4.         
Paying Agent to Hold Money in Trust.


 


By at least 11:00 a.m. (New York City time) on
the date on which any principal, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying
Agent in immediately available funds a sum sufficient to pay such principal, premium, if any, and interest when due. The Issuer 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 (if any) on the Notes and
shall notify the Trustee of any default by the Issuer in making any such payment. If the Issuer or a Subsidiary acts as Paying Agent,
it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying
Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent.
Upon complying with this ‎Section 2.4, the Paying Agent (if
other than the Issuer or a Subsidiary) shall have no further liability for the money delivered to the Trustee.


 


Section 2.5.         
Holder Lists.


 


The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar,
the Issuer shall furnish to the Trustee, in writing at least seven (7) 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 Holders.


 


Section 2.6.         
Transfer and Exchange.


 


(a)                    
Transfer and Exchange of Global Notes. Except as set forth herein, a Global Note may not be transferred as a whole except
by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary,
or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Owners of beneficial interests
in Global Notes shall not be entitled to receive Definitive Notes unless:


 


(1)           
the Depositary (A) notifies the Issuer that it is unwilling or unable to continue to act as Depositary or (B) that it is no longer
a clearing agency registered under the 1934 Act and, in either case, a successor Depositary is not appointed by the Issuer within 90 days
after the date of such notice from the Depositary;


 


(2)            the
Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the certificated Notes and any
Participant requests a certificated Note; provided that in no event shall the Regulation S Global Note be exchanged by the
Issuer for Definitive Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required
under the provisions of Regulation S;


 






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(3)           
there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Depositary notifies the Issuer
and the Trustee of its decision to exchange the Global Notes for Definitive Notes; or


 


(4)           
written notice is given to the Trustee by or on behalf of the Depositary in accordance with this Indenture.


 


Upon the occurrence of the preceding events in
clauses ‎(1), ‎(2),
‎(3) or ‎(4)
above, Definitive Notes shall be issued in such names and in any approved denominations as the Depositary shall instruct the Issuer, the
Trustee and the Registrar. Global Notes also may be exchanged or replaced, in whole or in part, as provided in ‎Section
2.7 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant
to this ‎Section 2.6 or ‎Section
2.7 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for
another Note other than as provided in this ‎Section 2.6(a);
however, beneficial interests in a Global Note may be transferred and exchanged as provided in ‎Section
2.6(b) or ‎(c).


 


(b)                    
Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in
the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.
Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein,
including those set forth in the Private Placement Legend and the Canadian Legend (if applicable), to the extent required by the 1933
Act and applicable Canadian Securities Legislation, and the U.S. transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph ‎(1) or ‎(2)
below, as applicable, as well as one or more of the other following provisions of this ‎Section
2.6, as applicable:


 


(1)           
Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period,
(A) transfers of beneficial interests in the Regulation S Global Note may not be to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser) and (B) such beneficial interests may be held only through Euroclear or Clearstream (as Indirect
Participants in the Depositary). Beneficial interests in such Unrestricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be
delivered to the Registrar to effect the transfers described in the preceding sentence of this ‎Section
2.6(b)(1).


 






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(2)           
All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges
of beneficial interests that are not subject to ‎Section 2.6(b)(1)
above, the transferor of such beneficial interest must deliver to the Registrar either:


 


(A)             
 (i)             a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged; and


 


(ii)           
instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be
credited with such increase; or


 


(B)              
(i)             a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged;
and


 


(ii)           
instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive
Note shall be registered to effect the transfer or exchange referred to in Section 2.6(b) above; provided that in no event
shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Global Note prior to (a) the
expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S.


 


Upon satisfaction of all of the requirements for
transfer or exchange of beneficial interests in Global Notes contained in this Indenture, the Notes or otherwise applicable under the
1933 Act, the principal amount of the relevant Global Note(s) shall be adjusted pursuant to ‎Section
2.6(g) hereof.


 


(3)           
Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note
may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of ‎Section 2.6(b)(2) above and
the Registrar receives the following:


 


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


 


(B)           
if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof, and if such transfer
occurs prior to the expiration of the Restricted Period, then the transferee must hold such beneficial interest through either Euroclear
or Clearstream (as Indirect Participants in the Depositary).


 






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(4)            Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the Unrestricted Global Note. A
beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an
Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note if the exchange or transfer complies with the requirements of ‎Section
2.6(b)(2) above and the Registrar receives the following:


 


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


 


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


 


and, in each such case, if the Registrar or the Issuer so requests
or if the Applicable Procedures so require, an Opinion of Counsel to the effect that such exchange or transfer is in compliance with the
1933 Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the 1933 Act.


 


If any such transfer is effected at a time when
an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Issuer Order in accordance with ‎Section
2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate
principal amount of beneficial interests transferred.


 


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


 


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


 


(1)           
Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If, in accordance with ‎Section
2.6(a), any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive
Note, then, upon receipt by the Registrar of the following documentation:


 






    55 


     


    

 


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


 


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


 


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


 


the Registrar shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to ‎Section 2.6(g)
hereof, and the Issuer shall execute and the Trustee, upon receipt of an Issuer Order, shall authenticate and deliver to the Person designated
in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest
in a Restricted Global Note pursuant to this ‎Section 2.6(c)
shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver
such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this ‎Section
2.6(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. Notwithstanding
Sections ‎2.6(c)(1)(A) and ‎(C)
hereof, a beneficial interest in the Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who
takes delivery thereof in the form of a Definitive Note prior to (a) the expiration of the Restricted Period and (b) the receipt of any
certificates required under the provisions of Regulation S, except in the case of a transfer pursuant to an exemption from the registration
requirements of the 1933 Act other than Rule 903 or Rule 904.


 


(2)           
Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a
Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest
to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, in each case only pursuant to ‎Section
2.6(a) and only if the Registrar receives the following:


 


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


 


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


 


and, in each such case, if the Registrar or the Issuer so
requests or if the Applicable Procedures so require, an Opinion of Counsel to the effect that such exchange or transfer is in
compliance with the 1933 Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the
Private Placement Legend are no longer required in order to maintain compliance with the 1933 Act.


 






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(3)           
Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest
in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in ‎Section
2.6(b)(2) hereof, the Registrar shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly
pursuant to ‎Section 2.6(g) hereof, and the Issuer shall execute and the
Trustee, upon receipt of an Issuer Order, shall authenticate and deliver to the Person designated in the instructions a Definitive Note
in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this ‎Section
2.6(c)(3) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee
shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange
for a beneficial interest pursuant to this ‎Section 2.6(c)(3) shall not
bear the Private Placement Legend.


 


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


 


(1)           
Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive
Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note
to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar
of the following documentation:


 


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


 


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


 


(C)           
if such Restricted Definitive Note is being transferred to a non-U.S. Person in an offshore transaction in accordance with Rule
903 or Rule 904, a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (2) thereof,


 


the Trustee shall cancel the Restricted Definitive Note, the
Registrar shall increase or cause to be increased the aggregate principal amount of, in the case of clause (d)(1)‎(A)
above, the appropriate Restricted Global Note, in the case of clause (d)(1)‎(B)
above, the 144A Global Note, and in the case of clause (d)(1)‎(C)
above, the Regulation S Global Note. Notwithstanding the foregoing, if there are no Global Notes outstanding prior to any such
transfer, Definitive Notes may be transferred for beneficial interests in a Global Note only if the Issuer so agrees and delivers an
Issuer Order to the Trustee.


 






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(2)           
Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person
who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:


 


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


 


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


 


and, in each such case, if the Registrar or the Issuer so requests
or if the Applicable Procedures so require, an Opinion of Counsel to the effect that such exchange or transfer is in compliance with the
1933 Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend
are no longer required in order to maintain compliance with the 1933 Act.


 


Upon satisfaction of the conditions of any of the
subparagraphs in this ‎Section 2.6(d)(2), the Trustee shall
cancel the Definitive Notes and the Registrar shall increase or cause to be increased the aggregate principal amount of the Unrestricted
Global Note. Notwithstanding the foregoing, if there are no Global Notes outstanding prior to any such transfer, Definitive Notes may
be transferred for beneficial interests in a Global Note only if the Issuer so agrees and delivers an Issuer Order to the Trustee.


 


(3)           
Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive
Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for
such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and the Registrar shall increase or
cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.


 


If any such exchange or transfer from a Definitive
Note to a beneficial interest is effected pursuant to subparagraph (2)‎(ii)
or ‎(3) above at a time when an Unrestricted Global Note has not
yet been issued, the Issuer shall issue and, upon receipt of an Issuer Order in accordance with ‎Section
2.2 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal
amount of Definitive Notes so transferred.


 






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(e)            
 Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this ‎Section 2.6(e), the Registrar
shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder
shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting
Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions
of this ‎Section 2.6(e).


 


(1)           
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered
in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:


 


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


 


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


 


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


 


(2)           
Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted
Definitive Note if the Registrar receives the following:


 


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


 


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


 


and, in each such case, if the Registrar or the Issuer so requests,
an Opinion of Counsel to the effect that such exchange or transfer is in compliance with the 1933 Act and state “blue sky”
laws and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain
compliance with the 1933 Act.


 






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(3)           
 Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer
such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register
such a transfer, the Registrar shall register the Unrestricted Definitive Note pursuant to the instructions from the Holder thereof.


 


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


 


(1)           
Private Placement Legend.


 


(A)           
Except as permitted by subparagraph (B) below or as otherwise agreed between the Issuer and the Holder, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend, until the Resale Restriction
Termination Date, in substantially the following form:


 


“THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS NOTE 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 NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR 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 ISSUER OR ANY AFFILIATE OF
THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE),] [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
NOTE (OR ANY PREDECESSOR OF SUCH NOTE) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S)
IN RELIANCE ON REGULATION S], ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
1933 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 1933 ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE 1933 ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL
AMOUNT OF NOTES OF US$250,000 OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT,
SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E)
OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION 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.


 






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[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 NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT.]”


 


(B)           
Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to Sections ‎2.6(b)(4),
(c)(2), (c)‎(3), (d)‎(2), (d)‎(3),
(e)‎(2) or (e)(3) (and all Notes issued in exchange therefor or substitution
thereof) shall not bear the Private Placement Legend. The Issuer, acting in its discretion, may remove the Private Placement Legend from
any Restricted Note at any time on or after the Resale Restriction Termination Date applicable to such Restricted Note. Without limiting
the generality of the preceding sentence, the Issuer may effect such removal by issuing and delivering, in exchange for such Restricted
Note, an Unrestricted Note, registered to the same Holder and in an equal principal amount, and, notwithstanding any other provision of
this ‎Section 2.6, upon receipt of an Issuer Order given at least three (3) Business
Days in advance of the proposed date of exchange specified therein (which shall be no earlier than the Resale Restriction Termination
Date), the Trustee shall authenticate and deliver such Unrestricted Note as directed in such Issuer Order. Notwithstanding the foregoing,
the Trustee shall not be obligated to authenticate and deliver any Note that it reasonably believes, on advice of counsel, does not comply
with Applicable Procedures or applicable law.


 






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(2)           
 Global Notes Legend. Each Global Note shall bear a legend in substantially the following form:


 


“THIS GLOBAL NOTE IS HELD BY
THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF,
AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION ‎2.6 OF THE INDENTURE, (II) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION ‎2.6(a)
OF THE INDENTURE AND (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO ‎SECTION
2.10 OF THE INDENTURE.


 


UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.”


 






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(3)           
ERISA Legend. Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof)
shall bear a legend in substantially the following form:


 


“BY ITS ACQUISITION OF THIS
NOTE, 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 NOTE CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S.
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER
ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR
PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA
OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN
ASSETS” (WITHIN THE MEANING OF 29 C.F.R. 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA OR ANY APPLICABLE SIMILAR LAWS)
OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE 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.


 


FURTHER, IF THE HOLDER IS A PLAN
SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (AN “ERISA PLAN”), SUCH HOLDER WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT (1) NONE OF THE ISSUER, GUARANTORS, THE INITIAL PURCHASERS AND ANY OF THEIR RESPECTIVE AFFILIATES
(COLLECTIVELY, THE “TRANSACTION PARTIES”) HAS ACTED AS THE ERISA PLAN’S FIDUCIARY (WITHIN THE MEANING OF ERISA OR
THE CODE), OR HAS BEEN RELIED UPON FOR ANY ADVICE, WITH RESPECT TO THE HOLDER’S DECISION TO ACQUIRE AND HOLD THE NOTES, AND
NONE OF THE TRANSACTION PARTIES SHALL AT ANY TIME BE RELIED UPON AS THE ERISA PLAN’S FIDUCIARY WITH RESPECT TO ANY DECISION TO
ACQUIRE, CONTINUE TO HOLD OR TRANSFER THE NOTES, AND (2) THE DECISION TO PURCHASE THE NOTES HAS BEEN MADE BY A DULY AUTHORIZED
FIDUCIARY OF THE ERISA PLAN THAT (I) IS INDEPENDENT (AS THAT TERM IS USED IN 29 C.F.R. 2510.3-21(C)(1)) OF THE TRANSACTION PARTIES
AND THERE IS NO FINANCIAL INTEREST, OWNERSHIP INTEREST, OR OTHER RELATIONSHIP, AGREEMENT OR UNDERSTANDING OR OTHERWISE THAT WOULD
LIMIT ITS ABILITY TO CARRY OUT ITS FIDUCIARY RESPONSIBILITY TO THE ERISA PLAN; (II) IS A BANK, AN INSURANCE CARRIER, A REGISTERED
INVESTMENT ADVISER, A REGISTERED BROKER-DEALER, OR AN INDEPENDENT FIDUCIARY THAT HOLDS, OR HAS UNDER MANAGEMENT OR CONTROL, TOTAL
ASSETS OF AT LEAST $50 MILLION (IN EACH CASE, AS SPECIFIED IN 29 C.F.R. 2510.3-21(C)(1)(I)(A)-(E)); (III) IS CAPABLE OF EVALUATING
INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH REGARD TO PARTICULAR TRANSACTIONS AND INVESTMENT STRATEGIES (INCLUDING,
WITHOUT LIMITATION, WITH RESPECT TO THE DECISION TO INVEST IN THE NOTES); (IV) HAS BEEN FAIRLY INFORMED THAT THE TRANSACTION PARTIES
HAVE NOT AND WILL NOT UNDERTAKE TO PROVIDE IMPARTIAL INVESTMENT ADVICE, OR TO GIVE ADVICE IN A FIDUCIARY CAPACITY, IN CONNECTION
WITH THE PURCHASE AND HOLDING OF THE NOTES; (V) HAS BEEN FAIRLY INFORMED THAT THE TRANSACTION PARTIES HAVE FINANCIAL INTERESTS IN
THE ERISA PLAN’S PURCHASE AND HOLDING OF THE NOTES, WHICH INTERESTS MAY CONFLICT WITH THE INTEREST OF THE ERISA PLAN; (VI) IS
A FIDUCIARY UNDER ERISA OR THE CODE, OR BOTH, WITH RESPECT TO THE DECISION TO PURCHASE AND HOLD THE NOTES AND IS RESPONSIBLE FOR
EXERCISING (AND HAS EXERCISED) INDEPENDENT JUDGMENT IN EVALUATING WHETHER TO INVEST THE ASSETS OF SUCH ERISA PLAN IN THE NOTES; AND
(VII) IS NOT PAYING ANY TRANSACTION PARTY ANY FEE OR OTHER COMPENSATION DIRECTLY FOR THE PROVISION OF INVESTMENT ADVICE (AS OPPOSED
TO OTHER SERVICES) IN CONNECTION WITH THE ERISA PLAN’S PURCHASE AND HOLDING OF THE NOTES.”


 






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(4)           
Canadian Legend. Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof)
shall bear a legend in substantially the following form:


 


(A)           
Each Note (whether a Global Note or a Definitive Note), and all Notes issued in exchange therefor or substitution thereof, shall
also bear a legend (the “Canadian Legend”) in substantially the following form until such time as (i) a trade of such
Note in any province or territory Canada would not be a “distribution” or a “primary distribution to the public”
(each within the meaning of applicable Canadian Securities Legislation) and (ii) such Note is not otherwise required to carry the Canadian
Legend under applicable Canadian Securities Legislation:


 


“UNLESS PERMITTED UNDER CANADIAN
SECURITIES LEGISLATION, THE HOLDER OF THE SECURITY EVIDENCED HEREBY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND
A DAY AFTER THE LATER OF (I) [INSERT DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY
OF CANADA.”


 


(B)           
The distribution date to be inserted into the Canadian Legend pursuant to subparagraph (A) above shall be, in the case of the Initial
Notes, the Issue Date or, in the case of any Additional Notes, the “distribution date” (within the meaning of National Instrument
45-102 Resale of Securities) for such Additional Notes.


 


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


 






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(h)             
General Provisions Relating to Transfers and Exchanges.


 


(1)           
To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon receipt of an Issuer Order.


 


(2)           
No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or similar charge or other
fee required by law and payable in connection therewith (other than any taxes or similar charge payable upon exchange or transfer pursuant
to Sections ‎2.9, ‎3.6,
‎3.7, ‎4.7
and ‎4.11 hereof).


 


(3)           
All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes
shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 


(4)           
None of the Issuer, the Trustee or the Registrar shall be required (A) to issue, to register the transfer of or to exchange any
Notes during a period of 15 days before the day of any selection of Notes for redemption under ‎Section
3.2 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Notes so
selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer
of or to exchange a Note between a record date and the next succeeding Interest Payment Date.


 


(5)           
Prior to the due presentation for registration of transfer of any Note, the Issuer, each Guarantor, 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, interest and premium (if any) on such Note and for all other purposes whatsoever, whether or not such
Note is overdue, and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.


 


(6)           
The Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Issuer Order and in accordance with the other
provisions of ‎Section 2.2 hereof.


 


(7)           
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 facsimile.


 






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(8)           
 None of the Trustee or any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note
(including any 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, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.


 


(9)           
None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner of a Global Note, a member
of, or a participant in the Depositary or 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 optional redemption) or the
payment of any amount, under or with respect to such Notes.


 


Section 2.7.         
Replacement Notes.


 


If any mutilated Note is surrendered to the Trustee,
or the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue
and the Trustee, upon receipt of an Issuer Order conforming to ‎Section
2.2 hereof, will authenticate a replacement Note of like tenor and principal amount if the Trustee’s and the Issuer’s
reasonable requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient
in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any other Agent and any Authenticating Agent from any
loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses (including any tax or charge that may be
imposed in connection therewith and the fees and expenses of the Trustee) in replacing a Note.


 


Every replacement Note is an additional obligation
of the Issuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder, provided it is held by a protected purchaser within the meaning of the Uniform Commercial Code.


 


Notwithstanding any other provision of this Section,
rather than authenticating and delivering a replacement Note for a mutilated, destroyed, loss or stolen Note which has been redeemed or
the principal of which has matured, the Issuer or the Paying Agent may make payment of the amount due on such security to the Holder upon
receipt of the above-described indemnity bond.


 


Section 2.8.         
Outstanding Notes.


 


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 as
not outstanding. Except as set forth in ‎Section 12.5
hereof, a Note does not cease to be outstanding because the Issuer, a Guarantor or an Affiliate of the Issuer or a Guarantor holds
the Note.


 






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


 


If the principal amount of any Note is considered
paid under ‎Section 4.1 hereof, it ceases to be outstanding
and interest on it ceases to accrue.


 


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


 


Section 2.9.         
Temporary Notes.


 


Until Definitive Notes are ready for delivery,
the Issuer may prepare and the Trustee shall, upon receipt of an Issuer Order, authenticate temporary Notes. Temporary Notes shall be
substantially in the form of Definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes and as
shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee, upon receipt of an
Issuer Order, shall authenticate Definitive Notes in exchange for temporary Notes. Holders of temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as a holder of Definitive Notes.


 


Section 2.10.     
Cancellation.


 


The Issuer at any time may deliver Notes to the
Trustee or any Registrar for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them
for registration of transfer, exchange or payment. The Trustee or the Registrar (and no one else) shall cancel and destroy (subject to
the Trustee’s procedures and the record retention requirements of the 1934 Act) all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and deliver a certificate of such destruction to the Issuer (provided that the Trustee
or such Registrar shall deliver a copy of such cancelled Note to the Issuer upon request prior to destruction). The Issuer may not issue
new Notes to replace Notes it has redeemed, paid or delivered to the Trustee or the Registrar for cancellation.


 


Section 2.11.     
Defaulted Interest.


 


If the Issuer defaults in a payment of
interest (“Defaulted Interest”) on the Notes, the Issuer shall pay Defaulted Interest (as provided in ‎Section
4.1) in any lawful manner. The Issuer may pay the Defaulted Interest to the Persons who are Holders on a subsequent special
record date. The Issuer shall fix or cause to be fixed any such special record date and payment date, which special record date
shall not be less than 10 days prior to the payment date for such Defaulted Interest and the Issuer, or at the Issuer’s
request, the Trustee, shall promptly cause to be mailed (or in the case of Global Notes send electronically in accordance with the
procedures of the Depositary) to each Holder a notice that states the special record date, the payment date and the amount of
Defaulted Interest to be paid. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be
paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when so deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this ‎Section
2.11.


 






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Section 2.12.     
CUSIP Numbers.


 


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


 


Section 2.13.     
Calculations.


 


The Issuer will be responsible for making all calculations
called for under this Indenture or the Notes. The Issuer will make all such calculations in good faith and, absent manifest error, its
calculations will be final and binding on Holders. The Issuer will provide a schedule of its calculations to the Trustee when reasonably
requested by the Trustee, and the Trustee is entitled to rely conclusively upon the accuracy of such calculations without independent
verification. The Trustee will deliver a copy of any such schedule to any Holder upon the written request of such Holder.


 


Article
III


REDEMPTION


 


Section 3.1.       
Notices to Trustee.


 


If the Issuer elects to redeem Notes pursuant to
‎Section 3.7, ‎Section
3.8 or ‎Section 4.11(i) hereof, it shall notify
the Trustee in writing of the Redemption Date and the principal amount of Notes to be redeemed.


 


The Issuer shall give each notice to the Trustee
and the Registrar provided for in this ‎Section 3.1
at least five (5) Business Days before the date of giving notice of the redemption pursuant to ‎Section
3.3, unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officer’s Certificate stating that
such redemption will comply with the conditions therein.


 






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Section 3.2.       
Selection of Notes to Be Redeemed.


 


In the case of any partial redemption of the
Notes selection of the Notes for redemption will be made by the Trustee (i) if the Issuer gives written notice to the Trustee that
the Notes are listed in a national securities exchange, in compliance with the requirements of such exchange or (ii) if the Issuer
does not give written notice to the Trustee that the Notes are so listed, then on a pro rata basis (or, in the case of Notes in
global form, the Notes represented thereby will be selected in accordance with the Depositary’s prescribed method). The
Trustee will make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption
portions of the principal of Notes that have denominations larger than US$1,000. Notes and portions of them the Trustee selects will
be in minimum amounts of US$2,000 or a whole multiple of US$1,000 in excess thereof. The Issuer shall notify the Trustee and any
Holder promptly of a change to the minimum denomination of any Notes. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuer promptly of the Notes or
portions of Notes to be redeemed. The Trustee may rely upon information provided by the Registrar for purposes of this ‎Section
3.2. The Trustee shall not be liable for the selection made in accordance with this ‎Section
3.2.


 


Section 3.3.       
Notice of Redemption.


 


At least 10 days (or such shorter time period as
specified solely in respect of any Special Mandatory Redemption) but not more than 60 days before a date for redemption of Notes, the
Issuer shall mail a notice of redemption by first-class mail (or, in the case of Notes in global form, delivered electronically in accordance
with the Depositary’s procedures) to each Holder of Notes to be redeemed at such Holder’s registered address or, with respect
to Global Notes, otherwise give such notice in accordance with the Applicable Procedures of the Depositary; provided, however,
notices of redemption may be sent more than 60 days prior to a Redemption Date if the notice is issued in connection with the Issuer’s
exercise of its legal defeasance or its covenant defeasance option in accordance with ‎Section
8.1(b) or the satisfaction and discharge of this Indenture in accordance with ‎Section
8.1(a).


 


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


 


(1)           
the Redemption Date;


 


(2)           
the Redemption Price (if then determined and otherwise the basis for its determination);


 


(3)           
the name and address of the Paying Agent where Notes are to be surrendered;


 


(4)           
that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;


 


(5)           
if fewer than all the outstanding Notes are to be redeemed, the identification and principal amounts of the particular Notes to
be redeemed;


 


(6)           
that, unless the Issuer defaults in making such redemption payment, interest on Notes (or portion thereof) called for redemption
ceases to accrue on and after the Redemption Date;


 






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(7)           
 the CUSIP, ISIN or similar number, if any, printed on the Notes being redeemed;


 


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


 


(9)           
any conditions precedent to such redemption.


 


At the Issuer’s request, the Trustee will
give the notice of redemption in the Issuer’s name and at the Issuer’s expense; provided, however, that the Issuer
shall have delivered to the Trustee, at least five (5) Business Days prior to the giving of 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.






  


Section 3.4.         
Effect of Notice of Redemption.


 


Once notice of redemption is sent to Holders, Notes
(or portions thereof) called for redemption become irrevocably due and payable on the Redemption Date and at the Redemption Price, subject
to the satisfaction of any condition permitted below. A notice of redemption (including upon an Equity Offering or in connection with
a transaction (or series of related transactions) or an event that constitutes a Change of Control Triggering Event) may, at the Issuer’s
discretion, be given prior to the completion or the occurrence thereof and any such redemption or purchase may, at the Issuer’s
discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity
Offering, transaction or event, as the case may be. In addition, if such redemption or purchase is subject to the satisfaction of one
or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s
discretion, the redemption or purchase may be delayed until such time (including more than 60 days after the date the notice of redemption
or offer to purchase was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied or
waived, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall
not have been satisfied or waived by the redemption or purchase date, or by the redemption or purchase date so delayed, or such notice
or offer may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such
conditions will not be satisfied or waived. In addition, the Issuer may provide in such notice or offer that payment of the redemption
or purchase price and performance of the Issuer’s obligations with respect to such redemption or offer to purchase may be performed
by another Person. In no event shall the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount
of the Notes eligible under the Indenture to be redeemed or the actual amount of the Notes to be redeemed without notice thereof from
the Issuer. Upon surrender to the Paying Agent, such Notes shall be paid at the Redemption Price stated in the notice, plus accrued and
unpaid interest to, but not including, the Redemption Date; provided that if the Redemption Date is after the taking of a record of the
Holders on a record date and on or prior to the related Interest Payment Date, the accrued and unpaid interest shall be payable to the
Person in whose name the redeemed Notes are registered on such record date. Failure to give notice or any defect in the notice to any
Holder shall not affect the validity of the notice to any other Holder.


 






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Section 3.5.          Deposit of Redemption Price.


  


No later than 11:00 a.m. (New York City time) on
the Redemption Date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Subsidiary is the Paying Agent, shall segregate
and hold in trust) money sufficient to pay the Redemption Price of and accrued and unpaid interest on all Notes to be redeemed on that
date. If the Issuer complies with the provisions of this ‎Section
3.5, then on and after the Redemption Date, interest will cease to accrue on the Notes or the portions of Notes called for redemption.


 


Section 3.6.         
Notes Redeemed in Part.


 


Upon cancellation of a Note that is redeemed in
part, the Issuer shall issue and the Trustee shall, upon receipt of an Issuer Order, authenticate for the Holder (at the Issuer’s
expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered. The Trustee shall notify the Registrar
of the issuance of such new Note.


 


Section 3.7.         
Optional Redemption.


 


(a)                    
On or after June 15, 2024, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at any time or from
time to time, at the Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest
thereon, if any, on the Notes redeemed, 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 twelve-month period beginning on June 15 of the years indicated below:


 


	Notes	 
	 	 
	Year	 	 	 	Percentage	 
	2024	 	 	 	102.375	%
	2025	 	 	 	101.188	%
	2026 and thereafter	 	 	 	100.000	%




 


(b)                    
At any time prior to June 15, 2024, the Issuer may on any one or more occasions redeem up to an aggregate of 40% of the aggregate
principal amount of Notes (including any Additional Notes) then outstanding under this Indenture at a Redemption Price (as calculated
by the Issuer) equal to (i) 104.750% of the aggregate principal amount thereof, with an amount equal to or less than the aggregate Net
Cash Proceeds from one or more Equity Offering to the extent such net cash proceeds are received by or contributed to the Issuer plus
(ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on
the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date); provided that
(1) at least 50% of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date remain outstanding
immediately after the occurrence of such redemption (but excluding any Additional Notes issued under the Indenture after the Issue Date);
and (2) each such redemption occurs within 180 days of the date of the closing of any such Equity Offering.


 






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(c)                    
 In addition, at any time prior to June 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes
at a Redemption Price equal to the sum of: (1) the principal amount thereof, plus (2) the Applicable Premium at the Redemption Date, plus
(3) 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 an Interest Payment Date that is on or prior to the Redemption Date).


 


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


 


(e)                    
The Notes will not be redeemable at the option of the Issuer except as set forth in this ‎Section
3.7, ‎Section 3.8 and in ‎Section
4.11(i). The Issuer is not and its Subsidiaries and their Affiliates are not, however, prohibited from acquiring the Notes by means
other than a redemption, whether pursuant to a tender offer, open market transactions, by private purchase or otherwise, so long as the
acquisition does not otherwise violate the terms of this Indenture.


 


Unless the Issuer defaults in the payment of the
redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.


 


Section 3.8.         
Tax Redemption.


 


If, as a result of:


 


		(1)	any amendment to, or change in, the laws or treaties (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction
which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does not become a Relevant Taxing
Jurisdiction until a later date, such later date); or



 


		(2)	any amendment to, or change in, the existing official position or the introduction of an official position regarding the application,
interpretation, administration or assessing practices of any such laws, regulations or rulings of any Relevant Taxing Jurisdiction, or
a judicial decision rendered by a court of competent jurisdiction (whether or not made, taken or reached with respect to the Issuer or
any of the Guarantors) which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does
not become a Relevant Taxing Jurisdiction until a later date, such later date),



 


the Issuer or any Guarantor has become or
will become obligated to pay, on the next date on which any amount would be payable with respect to the Notes or a Note Guarantee,
as applicable, Additional Amounts or indemnification payments as described under ‎Section
4.21 with respect to the Relevant Taxing Jurisdiction, which payment the Issuer or the Guarantor cannot avoid with the use of
reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), then the
Issuer may, at its option, redeem all but not less than all of the Notes, upon not more than 60 days’ notice prior to the
earliest date on which the Issuer or a Guarantor, as applicable, would be required to pay such Additional Amounts or indemnification
payments, at a redemption price of 100% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date.
Prior to the giving of any notice of redemption described in this ‎Section
3.8, the Issuer will deliver to the Trustee a written opinion of independent legal counsel to the Issuer or the Guarantor, as
applicable, of recognized standing to the effect that the Issuer or the Guarantor, as applicable, has or will become obligated to
pay such Additional Amounts or indemnification payments as a result of an amendment or change as set forth in this ‎Section
3.8.


 






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Unless the Issuer defaults in the payment of the
redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.


 


Section 3.9.         
Mandatory Redemption.


 


The Issuer shall not be required to make any mandatory
redemption or sinking fund payments with respect to the Notes.


 


Article
IV

COVENANTS


 


Section 4.1.         
Payment of Notes.


 


The Issuer covenants and agrees for the benefit
of the Holders that it shall promptly pay the principal of, premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes and this Indenture. Payments of principal, premium, if any, and interest on the Notes shall be deemed due for all
purposes under this Indenture whether such payments are due at Stated Maturity, upon redemption, upon required repurchase pursuant to
‎Section 4.7 or ‎4.11
hereof, upon declaration or otherwise. Principal, premium, if any, and interest on the Notes shall be considered paid on the date due
if by 11:00 a.m. (New York City time) on such date the Paying Agent holds in accordance with this Indenture money sufficient to pay all
principal, premium, if any, and interest then due.


 


The Issuer will pay, to the extent lawful, interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at the rate then
in effect on the Notes; it will pay, to the extent lawful, 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 same rate
as on overdue principal.


 


Section 4.2.         
Reports.


 


(a)                The Issuer will provide to the Trustee, and the Trustee shall deliver to the Holders, the following:


 


(1)           
within 60 days after the end of each quarterly fiscal period in each fiscal year of the Issuer, other than the last quarterly fiscal
period of each such fiscal year, copies of:


 


(i)           
an unaudited consolidated balance sheet of the Issuer as at the end of such quarterly fiscal period and unaudited consolidated
statements of income, cash flows and changes in shareholders’ equity of the Issuer for such quarterly fiscal period and, in the
case of the second and third quarters, for the portion of the fiscal year ending with such quarter; and


  


(ii)           
an associated “Management’s Discussion and Analysis” prepared on a basis substantially consistent with the “Management’s
Discussion and Analysis” included in the Offering Memorandum; and


 






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(2)           
within 90 days after the end of each fiscal year of the Issuer, copies of:


 


(i)           
an audited consolidated balance sheet of the Issuer as at the end of such year and audited consolidated statements of income, cash
flows and changes in shareholders’ equity of the Issuer for such fiscal year, together with a report of the Issuer’s auditors
thereon; and


 


(ii)           
an associated “Management’s Discussion and Analysis” prepared on a basis substantially consistent with the “Management’s
Discussion and Analysis” included in the Offering Memorandum; and


 


(3)           
promptly from time to time after the occurrence of an event required to be therein reported (and in any event within the time periods
specified in the Commission’s rules and regulations), current reports that would be required to be filed with the Commission on
Form 8-K Items 1.03, 2.01, 4.01, 5.01, 5.02(b) (with respect to the Issuer’s chief executive officer or chief financial officer
only) and 5.02(c) (with respect to the Issuer’s chief executive officer or chief financial officer only) if the Issuer were required
to file such reports; provided that (a) no such current report will be required to be provided if the Issuer determines in its good faith
judgment that such event is not material to the business, assets, operations or prospects of the Issuer and its Restricted Subsidiaries,
taken as a whole, or if the Issuer determines in its good faith judgment that such disclosure would otherwise cause competitive harm to
the business, assets, operations, financial position or prospects of the Issuer and its Restricted Subsidiaries, taken as a whole (in
which event such nondisclosure shall be limited only to specific provisions that would cause material harm and not the occurrence of the
event itself) and (b) in no event will any financial statements of an acquired business be required to be included in any such current
report;


 


in the case of each of Sections ‎4.2(a)(1)
and ‎4.2(a)(2) prepared in accordance with GAAP. The reports
referred to in Sections ‎4.2(a)(1) and ‎4.2(a)(2)
are collectively referred to as the “Financial Reports.”


 


(b)                    
The Issuer will, within 15 Business Days after providing to the Trustee any Financial Report, hold a conference call to discuss
such Financial Report and the results of operations for the applicable reporting period. If the Issuer does not file reports with the
SEC, then the Issuer will also maintain a website to which Holders, prospective investors and securities analysts are given access, on
which not later than the date by which the Financial Reports are required to be provided to the Trustee pursuant to ‎Section
4.2(a), the Issuer (i) makes available such Financial Reports and (ii) provides details about how to access on a toll-free basis the
quarterly conference calls described above.


 






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(c)                    
 Notwithstanding the foregoing, (1) all Financial Reports will be deemed to have been provided to the Trustee and to the Holders
to the extent filed (i) on the System for Electronic Document Analysis and Retrieval (“SEDAR”) or any successor system
thereto or (ii) with the Commission via the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) filing system
or any successor system thereto, (2) the requirements of this ‎Section 4.2
will be deemed satisfied by the posting of reports that would be required to be provided to the Holders on the Issuer’s website
(or that of any of the Issuer’s parent companies), and (3) if the Issuer holds a quarterly conference call for its equity holders
within 15 Business Days of filing a Financial Report on SEDAR or any successor system thereto, the Issuer will no longer be required to
hold a separate conference call in respect of such Financial Report for the Holders as provided above. The Trustee will not be responsible
for monitoring compliance with filings on SEDAR or EDGAR.


 


(d)                    
In addition, for so long as any Notes remain outstanding during any period when the Issuer is not subject to Section 13 or 15(d)
of the 1934 Act, or otherwise permitted to furnish the Commission with certain information pursuant to Rule 12g3-2(b) of the 1934 Act,
the Issuer will furnish to Holders of Notes and to prospective investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the 1933 Act.


 


(e)                    
Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations
hereunder for purposes of ‎Section 6.1(3) until 120 days after the date any report
under this ‎Section 4.2 is due.


 


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


 


Section 4.3.         
Incurrence of Indebtedness and Issuance of Disqualified Stock.


 


(a)                     The
Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (in any such case,
 “incur”) any Indebtedness, and the Issuer will not issue any shares of Disqualified Stock or permit any of its
Restricted Subsidiaries to issue any shares of Disqualified Stock or preferred stock; provided, however, that the
Issuer may incur Indebtedness or issue shares of Disqualified Stock (in each case, including Acquired Indebtedness) and any
Restricted Subsidiary may incur Indebtedness (in each case, including Acquired Indebtedness) or issue shares of Disqualified Stock
or preferred stock, if immediately after and giving effect thereto, either (x) the Fixed Charge Coverage Ratio for the
Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would
have been not less than 2.0 to 1.0, or (y) the Consolidated Net Leverage Ratio is less than or equal to 6.75:1.00, in each case,
determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred, or such Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such
four-quarter period; provided that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue
Disqualified Stock or preferred stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma
application of the net proceeds therefrom) the amount of Indebtedness of Restricted Subsidiaries that are not Guarantors that would
be outstanding pursuant to this clause (a) would exceed in aggregate the greater of (i) $45.0 million and (ii) 1.5% of Total
Assets.


 






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(b)                Section 4.3(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted
Debt”):


 


(1)           
the incurrence by the Issuer and its Restricted Subsidiaries of Indebtedness under Credit Facilities (with letters of guarantee,
tender checks and letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and
its Restricted Subsidiaries thereunder) not to exceed the sum of (i) the greater of (x) $4,350.0 million and (y) the maximum amount such
that after giving pro forma effect to the incurrence of such additional Indebtedness and the application of the net proceeds therefrom,
the Secured Net Leverage Ratio of the Issuer would be no greater than 5.50 to 1.00 plus (ii) the greater of (x) $400.0 million and (y)
100% of Consolidated EBITDA for the most recently completed four fiscal quarters for which internal annual or quarterly financial statements
are available calculated in a manner consistent with any pro forma adjustments to Consolidated EBITDA set forth in the definition of Fixed
Charge Coverage Ratio, at any one time outstanding; provided that for the purposes of determining the amount that can be incurred under
clause (i)(y) hereof all Indebtedness incurred under clauses (i)(y) shall be deemed to be Secured Indebtedness;


 


(2)           
Indebtedness incurred under Credit Facilities or otherwise in connection with one or more standby letters of credit, bankers’
acceptances, completion guarantees, performance bonds, bid bonds, appeal bonds or surety bonds or other similar reimbursement obligations,
in each case, issued in the ordinary course of business (including for the purpose of providing security for environmental reclamation
obligations to government agencies, workers’ compensation claims, payment obligations in connection with self-insurance or similar
statutory and other requirements) and not in connection with the borrowing of money or the obtaining of an advance or credit;


 


(3)           
the incurrence by the Issuer of Indebtedness represented by the Notes issued on the Issue Date and the incurrence by the Guarantors
of the Note Guarantees;


 


(4)           
the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or Attributable Debt (including obligations
represented by Financing Lease Obligations or Purchase Money Obligations), in each case, incurred for the purpose of financing all or
any part of the purchase price or cost of design, lease, expansion, construction, maintenance, upgrade, installation, development, improvement,
replacement or repair of property (real or personal), plant or equipment or other assets used in the business of the Issuer or any of
its Restricted Subsidiaries, whether through the direct purchase of assets or the Equity Interests of any Person owning such assets, in
an aggregate outstanding principal amount, including all outstanding Permitted Refinancing Indebtedness incurred to refund, refinance
or replace any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (i) $145.0 million and (ii) 5.0% of Total
Assets as of any date of incurrence (after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom);


 






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(5)           
 the incurrence by the Issuer or any of its Restricted Subsidiaries of the Existing Indebtedness and any guarantees with respect
thereto;


 


(6)           
the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness
between or among the Issuer and any of its Restricted Subsidiaries) that was incurred in reliance on ‎Section
4.3(a) or Sections ‎4.3(b)(3), ‎(4),
‎(5), ‎(6)
or ‎(12);


 


(7)           
the incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Issuer and
any of its Restricted Subsidiaries; provided, however, that


 


(A)           
any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than
the Issuer or a Restricted Subsidiary of the Issuer; and


 


(B)           
any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary of the
Issuer


 


will be deemed, in each case, to constitute an incurrence of such Indebtedness
by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause ‎(7);


 


(8)           
the issuance of preferred stock by any Restricted Subsidiary of the Issuer to the Issuer or to any other Restricted Subsidiary
of the Issuer; provided, however, that


 


(A)           
any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than
the Issuer or a Restricted Subsidiary of the Issuer; and


 


(B)           
any sale or other transfer of any such preferred stock to a Person that is not either the Issuer or a Restricted Subsidiary of
the Issuer will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary,
as the case may be, that was not permitted by this clause ‎(8);


 


(9)           
the incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business and
not for speculative purposes;


 


(10)           the
guarantee by the Issuer or any of its Restricted Subsidiaries of Indebtedness of the Issuer or a Restricted Subsidiary that was permitted
to be incurred by another provision of this ‎Section 4.3 (including,
for greater certainty, Note Guarantees in respect of Additional Notes so permitted to be incurred); provided that if the Indebtedness
being guaranteed is subordinated in right of payment to or pari passu in right of payment with the Notes or any of the Note Guarantees,
then the guarantee must be subordinated in right of payment or pari passu in right of payment to the same extent as the Indebtedness
guaranteed;


 






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(11)           Indebtedness of the Issuer or any of its Restricted Subsidiaries arising (i) from the honoring by a bank or other financial institution
of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or (ii) in connection with
endorsement of instruments for deposit in the ordinary course of business;


 


(12)           the incurrence by the Issuer or any of its Restricted Subsidiaries of Cash Management Obligations in the ordinary course of business;


 


(13)          the incurrence of (1) Indebtedness or Disqualified Stock (i) of the Issuer or any of its Restricted Subsidiaries incurred or assumed
in connection with an acquisition of any assets (including Capital Stock), business or Person or Investment and (ii) of any Person that
is acquired by the Issuer or any of its Restricted Subsidiaries or merged into or consolidated or amalgamated with the Issuer or a Restricted
Subsidiary in accordance with the terms of the Indenture and (2) Indebtedness incurred or Disqualified Stock issued or, in each case,
assumed in anticipation of, or in connection with, an acquisition of any assets, business or Person; provided, that after giving
effect to such acquisition, merger, consolidation or amalgamation and the incurrence of such Indebtedness or Disqualified Stock, either


 


(A)           
(i) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in ‎Section 4.3(a) or (ii) the Fixed Charge Coverage Ratio is equal to
or greater than immediately prior to such Person becoming a Restricted Subsidiary or to such merger, amalgamation, consolidation or acquisition;
or


 


(B)           
(i) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage
Ratio test set forth in ‎Section 4.3(a) or (ii) the Consolidated Net Leverage
Ratio of the Issuer and its Restricted Subsidiaries is equal to or less than immediately prior to such Investment, acquisition, merger,
amalgamation or consolidation.


 


(14)           the incurrence by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate outstanding principal
amount (or accreted value, as applicable), including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any
Indebtedness incurred pursuant to this clause (14), not to exceed the greater of (i) $240.0 million and (ii) 60.0% of Consolidated EBITDA
for the most recently completed four fiscal quarters for which internal annual or quarterly financial statements are available calculated
in a manner consistent with any pro forma adjustments to Consolidated EBITDA set forth in the definition of Fixed Charge Coverage Ratio;


 


(15)           Indebtedness
consisting of (i) the financing of insurance premiums in an amount not to exceed, at any time outstanding, the greater of (a) $30.0 million
and (b) 1.0% of Total Assets determined at the time of incurrence of such Indebtedness (after giving effect to the incurrence of such
Indebtedness and the application of the proceeds therefrom) or (ii) take-or-pay obligations contained in supply arrangements, in each
case, in the ordinary course of business;


 






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(16)           additional Indebtedness of the Issuer and its Restricted Subsidiaries to fund an acquisition or Investment in an aggregate principal
amount not to exceed at any time outstanding the greater of (a) $130.0 million and (b) 4.0% of Total Assets determined at the time of
incurrence of such Indebtedness (after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom);
provided that no Event of Default shall be continuing at the time the relevant agreement with respect to such acquisition or Investment
is entered into;


 


(17)           Indebtedness incurred by a Restricted Subsidiary that is not a Guarantor which, when aggregated with the principal amount of all
other Indebtedness incurred pursuant to this clause (17) and then outstanding, does not exceed the greater of (i) $45.0 million and (ii)
1.5% of Total Assets determined at the time of incurrence of such Indebtedness (after giving effect to the incurrence of such Indebtedness
and the application of the proceeds therefrom); and


 


(18)          Contribution Indebtedness.


 


(c)              
For purposes of determining compliance with this ‎Section 4.3:


 


(1)           
in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted
Debt described in Sections ‎4.3(b)(2) through ‎4.3(b)(18),
or is entitled to be incurred pursuant to ‎Section 4.3(a), the Issuer
will be permitted to divide and classify (or later redivide and reclassify in whole or in part) such item of Indebtedness in whole or
in part in any manner that complies with this ‎‎Section 4.3,
including by allocation to more than one other type of Indebtedness, except that Indebtedness under the Credit Agreements that is outstanding
on the Issue Date will be deemed to have been incurred on such date under ‎Section
4.3(b)(1) and may not be reclassified, other than within ‎Section
4.3(b)(1). Amounts incurred under clause ‎(ii) of ‎Section
4.3(b)(1), may, and will automatically be, reclassified into clause ‎(i)
thereof to the extent of the availability under such clause ‎(i);


 


(2)           
at the time of incurrence, the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the categories
of Indebtedness described in ‎Section 4.3(a) or Sections ‎4.3(b)(2)
through ‎4.3(b)(18) (or any portion thereof) without giving pro
forma effect to the Indebtedness incurred pursuant to any other provision of this ‎Section
4.3 when calculating the amount of Indebtedness that may be incurred pursuant to any such clause or paragraph;


 


(3)           
the outstanding principal amount of any particular Indebtedness shall be counted only once, and any obligations arising under any
guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall not be double counted;


 


(4)            Indebtedness
or Disqualified Stock of any Person (i) existing at the time such Person becomes a Restricted Subsidiary of the Issuer or is merged
into, amalgamated with or consolidated with the Issuer or any of its Restricted Subsidiaries or (ii) assumed in connection with the
acquisition of assets from such Person (any Indebtedness or Disqualified Stock described in the foregoing clauses (i) and (ii),
 “Acquired Indebtedness”) shall be deemed to have been incurred or issued by a Restricted Subsidiary at the time
such Person becomes a Restricted Subsidiary; provided that any such Indebtedness or Disqualified Stock that is redeemed,
defeased, retired or otherwise repaid at the time of or immediately upon the consummation of the transaction by which such Person
becomes a Restricted Subsidiary of the Issuer (or is merged into, amalgamated with or consolidated with the Issuer or any of its
Restricted Subsidiaries, as the case may be) will be deemed not to have been incurred or issued for the purposes of this ‎Section
4.3;


 






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(5)           
the accrual of interest, the accretion or amortization of original issue discount, the payment of interest or dividends in the
form of additional Indebtedness, Disqualified Stock or preferred stock, as applicable, with the same, or less onerous, terms (as determined
in good faith by the Issuer), the reclassification of preferred stock of the Issuer or any Guarantor as Indebtedness due to a change in
accounting principles, and the payment of dividends or the making of any distribution on Disqualified Stock or preferred stock in the
form of additional shares of the same class of Disqualified Stock or preferred stock, the accrual of dividends on Disqualified Stock or
preferred stock will not be deemed to be an incurrence of Indebtedness or an Issuance of Disqualified Stock for purposes of this ‎Section
4.3;


 


(6)           
if obligations in respect of letters of credit are incurred pursuant to Credit Facilities and are being treated as incurred pursuant
‎Section 4.3(b)(1) and the letters of credit relate to other Indebtedness,
then such other Indebtedness will not constitute Indebtedness for purposes of this ‎Section
4.3; and


 


(7)           
in the event that the Issuer or a Restricted Subsidiary enters into or increases commitments under a revolving credit facility
incurred under ‎Section 4.3(b)(1), the Fixed Charge Coverage Ratio,
the Secured Net Leverage Ratio or the Consolidated Net Leverage Ratio, as applicable, for borrowings and reborrowings thereunder (and
including letters of guarantee, tender checks and letters of credit thereunder) may be determined, at the election of the Issuer, on the
date of such revolving credit facility or on the date of such increase in commitments (assuming that the full amount thereof has been
borrowed as of such date), and, if such Fixed Charge Coverage Ratio, the Secured Net Leverage Ratio or the Consolidated Net Leverage Ratio,
as applicable, test is satisfied with respect thereto at such time, any borrowing or reborrowing thereunder (and including letters of
guarantee, tender checks and letters of credit thereunder) will be permitted under this covenant irrespective of the Fixed Charge Coverage
Ratio, the Secured Net Leverage Ratio or the Consolidated Net Leverage Ratio, as applicable, at the time of any borrowing or reborrowing
(or and including letters of guarantee, tender checks or letters of credit thereunder) (the committed amount permitted to be borrowed
or reborrowed (and the issuance and creation of letters of credit and bankers’ acceptances) on a date pursuant to the operation
of this ‎Section 4.3(c) shall be the “Reserved Indebtedness Amount”
as of such date for purposes of the Fixed Charge Coverage Ratio, the Secured Net Leverage Ratio or the Consolidated Net Leverage Ratio,
as applicable).


 


(d)                     For
purposes of determining compliance with any Canadian dollar or other currency denominated restriction on the incurrence of
Indebtedness, the Canadian dollar or other currency-equivalent principal amount of Indebtedness denominated in a foreign currency
shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case
of term Indebtedness, or first committed or first incurred (whichever yields the lower Canadian dollar or other
currency-equivalent), in the case of revolving credit borrowings. However, if the Indebtedness is incurred to refinance other
Indebtedness denominated in a foreign currency, and the refinancing would cause the applicable Canadian dollar or other currency
denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such
refinancing, such Canadian dollar or other currency denominated restriction shall be deemed not to have been exceeded so long as the
principal amount of the refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced (except
to the extent necessary to pay all fees, defeasance costs, expenses and premiums (including tender premiums) incurred in connection
therewith).


 






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Notwithstanding any other provision of this ‎Section
4.3, the maximum amount of Indebtedness that the Issuer and its Restricted Subsidiaries may incur pursuant to this ‎Section
4.3 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange
rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency
from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which the
respective Indebtedness is denominated that is in effect on the date of such refinancing.


 


Neither the Issuer nor any Guarantor will incur
any additional Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness
of such Person unless such additional Indebtedness is also contractually subordinated in right of payment to the Notes or the applicable
Note Guarantee, as the case may be, on substantially identical terms; provided, however, that no Indebtedness will be deemed to
be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being
secured on a junior priority basis.


 


Section 4.4.         
Restricted Payments.


 


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


 


(1)           
declare or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted
Subsidiaries’ Equity Interests (including, without limitation, in connection with any merger, amalgamation or consolidation involving
the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Restricted
Subsidiaries’ Equity Interests in their capacity as such (other than (i) dividends or distributions payable in Capital Stock (other
than Disqualified Stock) of the Issuer, or in warrants, options or other rights to acquire Capital Stock (other than Disqualified Stock)
of the Issuer, and (ii) dividends or distributions payable to the Issuer or any of its Restricted Subsidiaries);


 


(2)           
purchase, retract, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger,
amalgamation or consolidation involving the Issuer), in whole or in part, any Equity Interests of the Issuer (other than any such Equity
Interests owned by the Issuer or a Restricted Subsidiary);


 


(3)           
make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated
Indebtedness, except for (i) a payment of interest at the Stated Maturity thereof or of principal not earlier than one year prior to
the Stated Maturity thereof and (ii) any such Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; or


 






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(4)           
make any Restricted Investment (all such payments and other actions set forth in clauses (a)‎‎‎(1)
through (a)‎(4) above being collectively referred to as “Restricted
Payments”)


 


(b)                    
unless, at the time of and after giving effect to such Restricted Payment:


 


(1)           
in the case of a Restricted Payment other than a Restricted Investment, no Event of Default has occurred and is continuing or would
occur as a consequence of such Restricted Payment and in the case of a Restricted Investment, no Event of Default as set forth in Sections
‎6.1(1), ‎(2),
‎(4), ‎(7)
or ‎(8) below has occurred and is continuing or would occur as
a consequence thereof;


 


(2)           
the Issuer would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment
had been made at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness
pursuant to ‎Section 4.3(a); and


 


(3)           
such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted
Subsidiaries after February 1, 2016 (other than pursuant to Sections ‎4.4(c)(3)
through ‎4.4(c)(18) below), is less than the sum, without duplication,
of:


 


(A)           
50% of the Consolidated Net Income for the period (taken as one accounting period) from February 1, 2016 to the end of the Issuer’s
most recently ended fiscal quarter for which internal annual or quarterly financial statements are available at the time of such Restricted
Payment (or, if such Consolidated Net Income for such period is a loss, less 100% of such loss); plus


 


(B)           
100% of the aggregate Net Cash Proceeds received by the Issuer since February 1, 2016 (A) as a contribution to its common equity
capital, (B) from the issue or sale of Capital Stock (other than Disqualified Stock) of the Issuer, (C) from the issue or sale of warrants,
options or other rights to acquire Capital Stock (other than Disqualified Stock) of the Issuer, and (D) from the issue or sale of convertible
or exchangeable Disqualified Stock of the Issuer or convertible or exchangeable debt securities of the Issuer, in each case that have
been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Issuer or warrants, options or other rights
to acquire Capital Stock (other than Disqualified Stock) of the Issuer (in the case of each of the foregoing clauses (A) through (D),
other than (1) a contribution from, or Capital Stock, Disqualified Stock or debt securities sold to, a Subsidiary of the Issuer) or (2)
Excluded Contributions; plus


 


(C)           
100% of the Fair Market Value of property other than cash received by the Issuer since February 1, 2016 in consideration of (or
in exchange for) its Capital Stock (other than Disqualified Stock); plus


 






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(D)           
 100% of the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case
may be, of any Disqualified Stock of the Issuer issued after February 1, 2016 (other than Indebtedness or Disqualified Stock issued to
a Restricted Subsidiary) which has been converted into or exchanged for Capital Stock of the Issuer (other than Disqualified Stock); plus


 


(E)           
to the extent that any Restricted Investment that was made after February 1, 2016 is (i) sold for cash or otherwise cancelled,
liquidated, or repaid for cash, or (ii) in the case of a Restricted Investment constituting a guarantee, released, the initial amount
of such Restricted Investment (or, if less, in the case of a sale, cancellation, liquidation or repayment for cash described in the foregoing
subclause (i), the amount of cash received upon such sale, cancellation, liquidation or repayment), in each case, to the extent that any
such payments or proceeds are not already included in Consolidated Net Income of the Issuer for the applicable period; provided,
for certainty, that any amount that would otherwise be included in this clause ‎(E) as a result
of the release of a guarantee due to the payment thereunder by the Issuer or any of its Restricted Subsidiaries shall be reduced by the
aggregate amount of such payments; plus


 


(F)           
upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (A) the Fair Market Value of the Issuer’s
and its Restricted Subsidiaries’ Investments in such Subsidiary as at the date of such redesignation and (B) the Fair Market Value
of such Investments at the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary; plus


 


(G)           
100% of any dividends or distributions received in cash by the Issuer or any of its Restricted Subsidiaries from any Unrestricted
Subsidiary after February 1, 2016, to the extent not already included in Consolidated Net Income of the Issuer for the applicable period;
plus


 


(H)           
100% of the aggregate amount of Retained Declined Proceeds.


 


(c)                    
The preceding provisions will not prohibit:


 


(1)           
the payment by the Issuer or any Restricted Subsidiary of any dividend or distribution, or the consummation of any irrevocable
redemption of any Subordinated Indebtedness, within 60 days after the date of the declaration of the dividend or distribution or the giving
of the notice of redemption, as the case may be, if at the date of declaration or notice the dividend or distribution or redemption of
such Subordinated Indebtedness would have been permitted by this Indenture;


 


(2)            the
making of any Restricted Payment in exchange for, or out of the Net Cash Proceeds of the substantially concurrent sale (other than
to a Subsidiary of the Issuer) of, Capital Stock (other than Disqualified Stock) of the Issuer or warrants, options or other rights
to acquire Capital Stock (other than Disqualified Stock) of the Issuer; provided that the amount of any such Net Cash Proceeds that
are utilized for any such Restricted Payment will be excluded from ‎Section
4.4(b)(3)(B);


 






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(3)           
the defeasance, redemption, repurchase, retirement or other acquisition of Subordinated Indebtedness of the Issuer or any Guarantor
with the net cash proceeds from a substantially concurrent incurrence of, or in exchange for, any Permitted Refinancing Indebtedness;


 


(4)           
the declaration and payment of any dividend or other distribution by a Restricted Subsidiary that is not a Wholly Owned Restricted
Subsidiary to the holders of its Capital Stock on a pro rata basis;


 


(5)           
the purchase, repurchase, redemption or other acquisition or retirement for value of Equity Interests deemed to occur upon the
exercise or exchange of stock options, warrants or other convertible securities if the Equity Interests represent a portion of the exercise
or exchange price thereof and repurchases or other acquisitions or retirement for value of Equity Interests deemed to occur upon the withholding
of a portion of the Equity Interests granted or awarded to an employee to pay for the taxes payable by such employee either upon such
grant or award or in connection with any such exercise or exchange of stock options, warrants or other convertible securities;


 


(6)           
the payment, purchase, repurchase, redemption, defeasance, acquisition or other retirement for value of Subordinated Indebtedness
of the Issuer or any Restricted Subsidiary (a) in the event of a change of control at a purchase or redemption price no greater than 101%
of the principal amount of such Subordinated Indebtedness, plus any accrued but unpaid interest thereon, or (b) in the event of an asset
sale at a purchase or redemption price no greater than 100% of the principal amount of such Subordinated Indebtedness, plus any accrued
but unpaid interest thereon, in each case, in accordance with provisions similar to ‎Section
4.7 or ‎Section 4.11, as applicable; provided, however,
that, prior to or simultaneously with such payment, purchase, repurchase, redemption, defeasance, acquisition or retirement, the Issuer
has made the Change of Control Offer or Asset Sale Offer, if required, with respect to the Notes and has repurchased all Notes validly
tendered for payment and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer;


 






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(7)           
the repurchase, redemption or other acquisition of any Equity Interests of the Issuer or any of its Restricted Subsidiaries held
by any current or former officer, director, employee or consultant (or their transferees, estates or beneficiaries) of the Issuer or any
of its Restricted Subsidiaries pursuant to any equity subscription agreement, shareholder agreement, employment agreement, stock option
plan, equity incentive or other plan or similar agreement, in each case in effect as of the Issue Date, in an aggregate amount not to
exceed the greater of (x) $70.0 million and (y) 1.5% of Total Assets in each calendar year of the Issuer (with unused amounts in any calendar
year being carried over to the immediately succeeding three calendar years); provided, that such amount in any calendar year may
be increased by an amount not to exceed:


 


(A)           
the cash proceeds received by the Issuer from the sale of Equity Interests (other than Disqualified Stock) of the Issuer or any
direct or indirect parent of the Issuer (to the extent contributed to the Issuer) to employees, directors, officers or consultants of
the Issuer or any of its Restricted Subsidiaries or any direct or indirect parent of the Issuer that occurs after February 1, 2016 (it
being understood that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will
not increase the amount available for Restricted Payments under ‎Section 4.4(b)(3)),
plus


 


(B)           
the cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parent of the Issuer (to
the extent contributed to the Issuer) or any of its Restricted Subsidiaries after February 1, 2016;


 


provided that the Issuer may elect to apply
all or any portion of the aggregate increase contemplated by clauses (7)(A) and (7)(B) above in any calendar year; and provided, further,
that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from any present or former employees, directors, officers
or consultants of the Issuer, any Restricted Subsidiary or the direct or indirect parents of the Issuer in connection with a repurchase
of Equity Interests of the Issuer or any of its direct or indirect parents will not be deemed to constitute a Restricted Payment for purposes
of this ‎Section 4.4 or any other provision of this
Indenture;


 


(8)           
the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock
of the Issuer or any of its Restricted Subsidiaries issued after the Issue Date in accordance with ‎Section
4.3;


 


(9)           
the purchase, redemption, acquisition, cancellation or other retirement for nominal value per right of any rights granted to all
the holders of Capital Stock of the Issuer pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders
from unfair takeover tactics;


 


(10)           
payments or distributions to satisfy dissenters’ or appraisal rights and the settlement of any claims or actions (whether
actual, contingent or potential) with respect thereto, pursuant to or in connection with a consolidation, amalgamation, merger or transfer
of assets that complies with ‎Section 5.1;


 


(11)           
the making of cash payments in lieu of the issuance by the Issuer of fractional shares in connection with stock dividends, splits
or business combinations or the exercise of warrants, options or other securities convertible or exchangeable for Equity Interests that
are not derivative securities;


 


(12)           
the declaration and payment of dividends on the Issuer’s Capital Stock (or the payment of dividends to any direct or indirect
parent of the Issuer to fund a payment of dividends on such entity’s common equity) of up to the sum of (i) 6.0% per annum of the
net proceeds received by or contributed to the Issuer in or from its initial public offering and any subsequent public offering of its
Capital Stock, other than public offerings with respect to the Issuer’s Capital Stock registered on Form S-4 or Form S-8 (or the
equivalent forms under the federal and provincial securities laws of Canada) and other than any public sale constituting an Excluded Contribution
and (ii) an aggregate amount per annum not to exceed 7.0% of Market Capitalization;


 






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(13)           
 Restricted Payments that are made (a) in an amount that does not exceed the aggregate amount of Excluded Contributions since February
1, 2016 and (b) without duplication with clause (a), in an amount equal to the net cash proceeds from any sale or disposition of, or distribution
in respect of, Investments acquired after February 1, 2016, to the extent such Investment was financed in reliance on clause (a);


 


(14)           
additional Restricted Payments (a) in an aggregate amount which, when taken together with all other Restricted Payments made pursuant
to this clause ‎(14), do not exceed the greater of (i) $60.0 million and (ii)
2.0% of Total Assets as of the date of the making of such Restricted Payment and (b) without duplication with clause (a), in an amount
equal to the net cash proceeds from any sale or disposition of, or distribution in respect of, Investments acquired after February 1,
2016, to the extent such Investment was financed in reliance on clause (a);


 


(15)           
any Restricted Payment; provided that on a pro forma basis after giving effect to such Restricted Payment, the Consolidated Net
Leverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements are available
would be equal to or less than 5.0 to 1.0;


 


(16)           
any Restricted Payment (A) made in connection with the Waste Industries Transactions or used to pay fees and expenses related thereto
or (B) used to fund amounts owed to Affiliates (including dividends to any parent entity to permit payment by such parent entity of such
amount) to the extent permitted by ‎Section 4.8;


 


(17)           
the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary
by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and Cash Equivalents); and


 


(18)           
any Restricted Payments to any direct or indirect parent of the Issuer:


 


(A)           
the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay)
operating costs and expenses of such Persons incurred in the ordinary course of business and other corporate overhead costs and expenses
(including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred
in the ordinary course of business, attributable to the ownership or operations of the Issuer and its Restricted Subsidiaries;


 


(B)           
the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay)
franchise and similar Taxes, and other fees and expenses, required to maintain its (or any of such direct or indirect parent’s)
corporate or legal existence;


 


(C)           
to finance any Investment permitted to be made pursuant to this covenant; provided that (A) such Restricted Payment shall be made
substantially concurrently with the closing of such Investment and (B) such Persons shall, promptly following the closing thereof, cause
(1) all property acquired (whether assets or Equity Interests) to be contributed to the Issuer or a Restricted Subsidiary or (2) the
merger, amalgamation, consolidation or sale of all or substantially all assets (to the extent permitted under ‎Section
5.1) of the Person formed in order to consummate such Investment or acquired pursuant to such Investment, as applicable, into or
to, as applicable, the Issuer or a Restricted Subsidiary;


 






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(D)           
the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay)
fees and expenses related to any equity or debt offering permitted by this Indenture (whether or not successful);


 


(E)           
the proceeds of which (A) shall be used to pay customary salary, bonus, severance and other benefits payable to, and indemnities
provided on behalf of, directors, officers, employees, members of management and consultants of such Persons and any payroll, social security
or similar taxes in connection therewith to the extent such salaries, bonuses and other benefits are attributable to the ownership or
operation of the Issuer and its Restricted Subsidiaries or (B) shall be used to make payments permitted under clauses ‎(1),
‎(3), ‎(8) and ‎(9)
(but only to the extent such payments have not been and are not expected to be made by the Issuer or a Restricted Subsidiary);


 


(F)           
the proceeds of which will be used to make payments due or expected to be due to cover social security, Medicare, employment insurance,
statutory pension plan, withholding and other taxes payable and other remittances to governmental authorities in connection with any management
equity plan or stock option plan or any other management or employee benefit plan or agreement of such Persons or to make any other payment
that would, if made by the Issuer or any Restricted Subsidiary, be permitted under this Indenture;


 


(G)           
the proceeds of which shall be used to pay cash, in lieu of issuing fractional shares, in connection with the exercise of warrants,
options or other securities convertible into or exchangeable for Equity Interests of such Persons; and


 


(H)           
for any taxable period for which the Issuer and/or any of its Subsidiaries are members of a consolidated, combined or similar
income Tax group for Tax purposes of which a direct or indirect parent of the Issuer is the common parent (a “Tax Group”),
the proceeds of which are necessary to permit the common parent of such Tax Group to pay the portion of any income Tax of such Tax Group
for such taxable period that is attributable to the income of the Issuer and/or its Subsidiaries; provided that (A) the amount of such
Restricted Payments for any taxable period shall not exceed that amount of such Taxes that the Issuer and/or its Subsidiaries, as applicable,
would have paid had the Issuer and/or its applicable Subsidiaries, as applicable, been a stand-alone taxpayer (or a standalone group)
for all applicable tax years and (B) the amount of such Restricted Payments in respect of an Unrestricted Subsidiary shall be permitted
only to the extent that cash distributions were made by such Unrestricted Subsidiary to the Issuer or any of its Restricted Subsidiaries
for such purpose;


 






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provided, however, that at the time of, and after giving
effect to, any Restricted Payment made in reliance on clause ‎(15),
no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.


 


For purposes of determining compliance with this
‎Section 4.4, if a proposed Restricted Payment or Investment
(or a portion thereof) meets the criteria of more than one of the categories described in clauses ‎(1)
through ‎(18) above and/or one or more of the clauses contained
in the definition of “Permitted Investments,” or is entitled to be incurred pursuant to ‎Section
4.4(a), the Issuer may, in its sole discretion, divide and classify (or later reclassify in whole or in part, from time to time in
its sole discretion) such Restricted Payment or Investment (or portion thereof) among such clauses ‎(1)
through ‎(18) and such first paragraph and/or one or more of the
clauses contained in the definition of “Permitted Investments,” in any manner that complies with this ‎Section
4.4. For the purposes of determining compliance with any Canadian dollar or other currency denominated restriction on Restricted Payments
denominated in a foreign currency, the Canadian dollar or other currency-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. Notwithstanding any other provision
of this ‎Section 4.4, the maximum amount of Restricted Payments
that the Issuer or any of its Restricted Subsidiaries may make pursuant to this ‎Section
4.4 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.


 


The amount of each Restricted Payment (other than
cash) will be the Fair Market Value on the date of such Restricted Payment of the assets or securities proposed to be transferred or issued
by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.


 


For the avoidance of doubt, this covenant will
not restrict the making of any “AHYDO catch up payment” with respect to, and required by the terms of, any Indebtedness of
the Issuer or any of its Restricted Subsidiaries permitted to be incurred under the terms of the Indenture.


 


Section 4.5.         
Liens.


 


The Issuer will not, and will not permit any of
the Guarantors to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien upon
or with respect to any of their property or assets, now owned or hereafter acquired, securing Indebtedness, unless:


 


		(1)	in the case of Liens securing Subordinated Indebtedness, the Notes and the Note Guarantees are secured by a Lien on such property
or assets that is senior in priority to such Liens (for as long as such Indebtedness is so secured);



 


		(2)	in all other cases, the Notes and the Note Guarantees are secured by a Lien on such property or assets equally and ratably with the
obligation or liability secured by such Liens (for as long as such Indebtedness is so secured); or



 


		(3)	such Lien is a Permitted Lien.



 






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Section 4.6.         
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.


 


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


 


(1)           
pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries or pay any
Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; provided that the priority of any preferred stock over common
stock in receiving dividends or distributions (upon a liquidation or otherwise) shall not be deemed a restriction on the ability to make
distributions on Capital Stock;


 


(2)           
make loans or advances to the Issuer or any of its Restricted Subsidiaries (it being understood that the subordination of loans
or advances made to the Issuer or any of its Restricted Subsidiaries to other Indebtedness incurred by the Issuer or any of its Restricted
Subsidiaries will not be deemed a restriction on the ability to make loans or advances); or


 


(3)           
sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.


 


(b)                    
However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:


 


(1)           
agreements or instruments (including agreements governing Existing Indebtedness or Credit Facilities) as in effect or which came
into effect on the Issue Date;


 


(2)           
this Indenture, the Notes and the Note Guarantees;


 


(3)           
applicable law, rule, regulation, order, approval, license or permit;


 


(4)           
any agreement or instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued
in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the
case of Indebtedness or Disqualified Stock, such Indebtedness or Disqualified Stock was permitted by the terms of this Indenture to be
incurred or issued, as the case may be;


 


(5)           
customary non-assignment and non-subletting provisions in contracts, leases and licenses entered into in the ordinary course of
business;


 


(6)           
agreements relating to Purchase Money Obligations, Financing Lease Obligations and Sale and Lease-Back Transactions that impose
restrictions on the property relating thereto of the nature described ‎Section
4.6(a)(3);


 






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(7)           
 any agreement for the sale or other disposition of assets or Capital Stock of a Restricted Subsidiary of the Issuer that restricts
transfers of such assets or the making by that Restricted Subsidiary of distributions, loans or advances pending such sale or other disposition;


 


(8)           
Permitted Liens that limit the right of the debtor to dispose of the assets subject to such Liens;


 


(9)           
provisions in joint venture agreements, partnership agreements, limited liability company agreements, asset sale agreements, stock
sale agreements and other similar agreements entered into in the ordinary course of business or with the approval of the Board of Directors
of the Issuer or the applicable Restricted Subsidiary of the Issuer, that limit the disposition or distribution of assets or property,
which limitations are applicable only to the assets that are the subject of such agreements (including restrictions on the transfer of
ownership interests in any joint venture, partnership, limited liability company or other applicable entity);


 


(10)           
restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the
ordinary course of business;


 


(11)           
encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness,
and that do not, individually or in the aggregate, detract from the value of, or from the ability of the Issuer and any of its Restricted
Subsidiaries to realize the value of, property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer
or any Restricted Subsidiary;


 


(12)           
agreements encumbering or restricting cash or marketable securities to secure Hedging Obligations;


 


(13)           
agreements governing Indebtedness permitted to be incurred under ‎Section
4.3; provided that the Issuer determines in good faith, on the date of incurrence thereof, that the restrictions therein will
not materially adversely impact the ability of the Issuer to make required principal and interest payments on the Notes;


 


(14)           
Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are not materially more restrictive (taken as a whole), than those contained in the agreements governing the Indebtedness
being refinanced; and


 


(15)           
any amendments, restatements, renewals, increases, supplements, refundings, replacements or refinancings (collectively, “refinancings”)
of the agreements, instruments or obligations referred to in clauses ‎(1) through
‎(14) above; provided that such refinancings are not materially more restrictive
(taken as a whole) with respect to such encumbrances and restrictions than those in effect prior to such refinancings, as determined in
good faith by the Issuer.


 






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Section 4.7.         
Asset Sales.


 


(a)                    
The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale in any single transaction
or series of related transactions unless:


 


(1)           
 the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal
to the Fair Market Value (measured as of the date of the definitive agreement relating to such Asset Sale) of the assets, properties or
Equity Interests issued, sold or otherwise disposed of in such Asset Sale;


 


(2)           
at least 75% of the consideration received for such Asset Sale (measured at the time of contractually agreeing to such Asset Sale),
together with all Asset Sales since February 1, 2016 (on a cumulative basis) received by the Issuer and its Restricted Subsidiaries in
the manner referred to in clause ‎(a)(1) above is in the form of cash, Cash Equivalents,
or Permitted Assets. For purposes of this provision, each of the following will be deemed to be cash:


 


(A)           
any liabilities of the Issuer or any Restricted Subsidiary (other than contingent liabilities or liabilities that are by their
terms subordinated to the Notes or any Note Guarantee), as shown on the Issuer’s most recent internally available annual or quarterly
balance sheet, that are (i) assumed by the transferee of any such assets pursuant to a customary novation agreement or similar agreement
that releases the Issuer or such Restricted Subsidiary from further liability or (ii) otherwise canceled;


 


(B)           
any securities, notes or other obligations (including earn-outs and similar obligations) received by the Issuer or any such Restricted
Subsidiary from such transferee that are, within 180 days of the applicable Asset Sale, converted by the Issuer or such Restricted Subsidiary
into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion;


 


(C)           
Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent
that the Issuer and its other Restricted Subsidiaries are released from any guarantee of payment of such Indebtedness in connection with
the Asset Sale; and


 


(D)           
any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate
Fair Market Value (with the Fair Market Value of such item of Designated Non-cash Consideration being measured at the time of contractually
agreeing to the related Asset Sale), taken together with all other Designated Non-cash Consideration received pursuant to this clause
(D) that is at that time outstanding, not to exceed the greater of (i) $90.0 million and (ii) 3.0% of Total Assets measured at the time
of contractually agreeing to such Asset Sale.


 


(b)                    
Within 455 days after the receipt of any Net Proceeds from an Asset Sale (or, at the Issuer’s option, any earlier date),
the Issuer or any Restricted Subsidiary may apply those Net Proceeds for any combination of the following purposes:


 


(1)           
to Repay Indebtedness under the Term Loan Credit Agreement, the Revolving Credit Agreement and/or any other Indebtedness that
is secured by a Lien (other than any such Indebtedness that is subordinate in right of payment to the Notes or any Note Guarantee);


 






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(2)           
to Repay (a) obligations under the Notes, (b) other Pari Passu Indebtedness; provided that if the Issuer or any Guarantor
shall so reduce obligations under other Pari Passu Indebtedness pursuant to this clause (b), the Issuer will equally and ratably reduce
obligations in respect of the Notes pursuant to ‎Section 3.7 or
through open-market purchases (which may be below par) or by making an offer (in accordance with the procedures set forth below for an
Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof (or, in the event that
the Notes were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest
on the pro rata principal amount of Notes) or (c) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other
than Indebtedness owed to the Issuer or a Restricted Subsidiary of the Issuer;


 


(3)           
to acquire all or substantially all of the assets of, or to acquire Capital Stock of, a Person that is engaged in a Permitted Business
and that, in the case of an acquisition of Capital Stock, is or becomes a Restricted Subsidiary of the Issuer;


 


(4)           
to make a capital expenditure; or


 


(5)           
to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business
or that replace, in whole or in part, the properties or assets that are subject to the Asset Sale.


 


Notwithstanding the foregoing, in the event the
Issuer or any of its Restricted Subsidiaries enters into a binding agreement committing to make an acquisition, expenditure or investment
in compliance with clauses (3), (4) or (5) above within 455 days after the receipt of any Net Proceeds from an Asset Sale (an “Acceptable
Commitment”), such commitment will be treated as a permitted application of the Net Proceeds from the date of the execution
of such agreement until the earlier of (i) the date on which such acquisition or investment is consummated or such expenditure made or
such agreement is terminated, and (ii) the 180th day after the expiration of the aforementioned 455-day period; provided that if
any Acceptable Commitment is later canceled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds
shall constitute Excess Proceeds from and after the date of such cancelation or termination; unless the Issuer or such Restricted Subsidiary
enters into another Acceptable Commitment within 180 days of such cancellation or termination (a “Second Commitment”)in
which case such commitment will be treated as a permitted application of the Net Proceeds from the date of the execution of such agreement
until the earlier of (i) the date on which such acquisition or investment is consummated or such expenditure made or such agreement is
terminated, and (ii) the 180th day after the date of the Second Commitment.


 


Pending the final application of any Net Proceeds,
the Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited
by this Indenture.


 






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(c)                    
 Any Net Proceeds from Asset Sales that are not applied or invested as provided in ‎Section
4.7(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in ‎Section
4.7(b)(2), will be deemed to have been so applied whether or not such offer is accepted) will constitute “Excess Proceeds.”
If the aggregate amount of Excess Proceeds exceeds $60.0 million, the Issuer will make a pro rata offer (an “Asset Sale Offer”)
to all Holders of Notes (and, at the option of the Issuer, to holders of any Pari Passu Indebtedness) to purchase the maximum principal
amount of Notes and such Pari Passu Indebtedness, as the case may be, that may be purchased out of the Excess Proceeds. The offer price
in any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value in the case of any such Pari Passu Indebtedness,
as the case may be, issued with a significant original issue discount) plus accrued and unpaid interest, if any, to the date of purchase,
and will be payable in cash. If the aggregate principal amount of Notes and Pari Passu Indebtedness, as the case may be, tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such Pari Passu Indebtedness, as the
case may be, to be purchased on a pro rata basis (subject to the procedures of the relevant depositary), on the basis of the aggregate
principal amounts (or accreted values) tendered in round denominations (which, in the case of the Notes, will be minimum denominations
of US$2,000 principal amount and multiples of US$1,000 in excess thereof). If any Excess Proceeds remain after consummation of an Asset
Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. Upon completion of each
Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Issuer may satisfy the foregoing obligations with respect to
such Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Cash Proceeds at any time prior to the expiration
of the application period or by electing to make an Asset Sale Offer with respect to such Net Proceeds before the aggregate amount of
Excess Proceeds exceeds $60.0 million.


 


(d)                    
Within 30 days following the date when the Issuer becomes obligated to make an Asset Sale Offer, the Issuer will mail (or in the
case of Global Notes deliver electronically in accordance with the procedures of the Depositary) a notice to each Holder describing the
transaction or transactions that constitute the Asset Sale and offering to repurchase Notes on the date (the “Asset Sale Payment
Date”) specified in such notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice
is mailed, pursuant to the procedures required by this Indenture and described in such notice.


 


(e)                    
On the Asset Sale Payment Date, the Issuer will, to the extent lawful:


 


(1)           
accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer, subject to proration based
on the amount of Excess Proceeds pursuant to ‎Section 4.7(c);


 


(2)           
deposit with the Paying Agent an amount equal to the amount of Excess Proceeds that, after giving effect to proration with holders
of pari passu Indebtedness pursuant to ‎Section 4.7(c), is allocable to
the Notes or portions thereof so tendered (or, if less, the aggregate payment for all Notes validly tendered and not withdrawn); and


 






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(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 thereof being purchased by the Issuer.


 


(f)                    
The Paying Agent will promptly mail (or cause to be transferred through the facilities of the Depositary) to each Holder of Notes
accepted for payment in accordance with this ‎Section 4.7, the payment for such
tendered Notes, and the Trustee will, upon receipt of an Issuer Order, promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, by such Holder;
provided that each such new Note will be in a principal amount of US$1,000 or an integral multiple thereof.


 


(g)                    
To the extent that the aggregate amount of Notes and any other Pari Passu Indebtedness tendered or otherwise surrendered in connection
with an Asset Sale Offer made with Excess Proceeds is less than the amount offered in an Asset Sale Offer, the Issuer may use any remaining
Excess Proceeds (any such amount, “Retained Declined Proceeds”) for any purpose not otherwise prohibited by this Indenture.


 


(h)                    
If the Asset Sale Offer Purchase Date is after the taking of a record of the Holders on a record date and on or before the related
Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a purchased Note is registered on such
record date, and no other interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.


 


(i)                    
The Issuer will comply with all applicable securities legislation of Canada and the United States, including, without limitation,
the requirements of Rule 14e-1 under the 1934 Act and any other applicable securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any applicable securities laws and regulations conflict with this ‎Section
4.7, the Issuer will comply with such laws and regulations and will not be deemed to have breached its obligations under this ‎Section
4.7 by virtue of such compliance.


 


(j)                    
The Issuer’s obligation to make an Asset Sale Offer may be waived or modified before or after the occurrence of an Asset
Sale with the written consent of Holders of at least a majority in principal amount of the Notes then outstanding. Notwithstanding the
foregoing, any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets
of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, will be governed
by ‎Section 5.1 and will not be subject to the provisions described above in
this ‎Section 4.7.


 


Section 4.8.         
Transactions With Affiliates.


 


(a)                    
The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer
or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any
transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer
(each, an “Affiliate Transaction”) involving aggregate consideration in excess of $20.0 million for any Affiliate
Transaction or series of related Affiliate Transactions, unless:


 






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(1)           
the Affiliate Transaction is on terms that are no less favorable in the aggregate to the Issuer or the relevant Restricted Subsidiary,
as the case may be, than those that would reasonably be expected to have been obtained in a comparable transaction at such time by the
Issuer or such Restricted Subsidiary, as the case may be, in an arm’s-length dealing with a Person who is not an Affiliate of the
Issuer or the relevant Restricted Subsidiary, as the case may be; and


 


(2)           
with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess
of $40.0 million, the Issuer delivers to the Trustee a resolution of the Board of Directors of the Issuer set forth in an Officer’s
Certificate certifying that such Affiliate Transaction or series of Affiliate Transactions, as the case may be, complies with this ‎Section
4.8 and that such Affiliate Transaction or series of Affiliate Transactions, as the case may be, has been approved in good faith by
a majority of the members of the Board of Directors of the Issuer.


 


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


 


(1)           
any consulting or employment agreement or arrangement, employee or director compensation, stock option, bonus, benefit or other
similar plan, officer or director indemnification, insurance, severance or expense reimbursement arrangement, or any similar arrangement
existing on the Issue Date or thereafter entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business
and payments and other benefits (including bonuses and retirement, severance, health, stock option, restricted share, stock appreciation
right, phantom right, profit interest, equity incentive and other benefit plans) pursuant thereto;


 


(2)           
(i) transactions between or among the Issuer and/or its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary
as a result of such transaction) and (ii) any merger or consolidation of the Issuer or any other direct or indirect parent of the Issuer;
provided that such parent entity shall have no material liabilities and no material assets (other than cash, Cash Equivalents and
the Capital Stock of the Issuer) and such merger or consolidation is otherwise in compliance with the terms of the Indenture and effected
for a bona fide business purpose;


 


(3)           
transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from
an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point
of view or meets the requirements of ‎Section 4.8(a)(1);


 


(4)           
payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to employees, officers, directors, managers,
consultants or independent contractors for bona fide business purposes or in the ordinary course of business;


 






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(5)           
 the issuance or sale of Capital Stock (other than Disqualified Stock) of the Issuer or warrants, options or other rights to acquire
Capital Stock (other than Disqualified Stock) of the Issuer to, or the receipt by the Issuer of any capital contribution from, its shareholders
or Affiliates;


 


(6)           
Restricted Payments that are permitted by ‎Section 4.4 and Permitted
Investments (except for Investments made in reliance on clauses (3), (5) and (6) of the definition of Permitted Investments);


 


(7)           
any agreement or arrangement described in the Offering Memorandum and to which the Issuer or any of its Restricted Subsidiaries
is a party as of or on the Issue Date, or as such agreement or arrangement is thereafter amended, supplemented or replaced (so long as
such amendment, supplement or replacement agreement or arrangement is not materially disadvantageous (as determined in good faith by the
Issuer or any direct or indirect parent of the Issuer) to the holders of the Notes when taken as a whole as compared to the original agreement
or arrangement as in effect on the Issue Date) or any transaction or payments contemplated thereby;


 


(8)           
transactions with customers, suppliers or purchasers or sellers of goods or services that are Affiliates of the Issuer, in each
case in the ordinary course of business and which, in the reasonable determination of the Board of Directors of the Issuer are on terms
at least as favorable to the Issuer as would reasonably have been obtained at such time from an unaffiliated party;


 


(9)           
transactions between the Issuer or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or
more of its directors or officers is also a director or officer of the Issuer; provided that such director abstains from voting
as a director of the Issuer on any such transaction involving such other Person;


 


(10)           
any transaction with a Person (other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because
the Issuer or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; provided that no Affiliate
of the Issuer or any of its Subsidiaries (other than the Issuer or a Restricted Subsidiary) shall have a beneficial interest or otherwise
participate in such Person;


 


(11)           
a repurchase of Notes held by an Affiliate of the Issuer if repurchased on the same terms as have been offered to all Holders that
are not Affiliates of the Issuer;


 


(12)           
payments by the Issuer and any of the Restricted Subsidiaries made for any transaction or financial advisory, financing, underwriting
or placement services or in respect of other investment banking activities (including in connection with financings, acquisitions or divestitures),
which payments are approved by a majority of the disinterested members of the board of directors (or comparable governing body or managers)
of the Issuer in good faith (which, for the avoidance of doubt, may include payments to Affiliates of a Permitted Holder);


 


(13)           
investments by Affiliates in Indebtedness or preferred Equity Interests of the Issuer or any of its Subsidiaries, so long as non-Affiliates
were also offered the opportunity to invest in such Indebtedness or preferred Equity Interests, and transactions with Affiliates solely
in their capacity as holders of Indebtedness or preferred Equity Interests of the Issuer or any of its Subsidiaries, so long as such
transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably
than all other holders of such class generally;


 






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(14)           
intercompany transactions undertaken in good faith for the purpose of improving the consolidated tax efficiency of the Issuer and
its Restricted Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture; and


 


(15)           
the entering into of any tax sharing agreement or arrangement that complies with ‎Section
4.4(c)(18)(H) and the performance under any such agreement or arrangement.


 


Section 4.9.         
Issuance of Note Guarantees.


 


(a)                    
The Issuer will cause each Material Restricted Subsidiary that is not a Guarantor and that guarantees the obligations under the
Term Loan Credit Agreement to become a Guarantor, execute and deliver a supplemental indenture in the form of Exhibit D, and deliver
an Officer’s Certificate and Opinion of Counsel reasonably satisfactory to the Trustee, in each case within 30 days of the date
on which such Material Restricted Subsidiary was acquired, created, qualified, designated or guaranteed the obligations under the Term
Loan Credit Agreement, as applicable. Thereafter, such Restricted Subsidiary will be a Guarantor for all purposes of this Indenture, subject
to ‎Article X.


 


Section 4.10.       
Designation of Restricted and Unrestricted Subsidiaries.


 


(a)                    
The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary; provided
that:


 


(1)           
immediately after and giving effect to such designation, no Default or Event of Default shall have occurred and be continuing;


 


(2)           
at the time of the designation, the Issuer and its Restricted Subsidiaries could make a Restricted Payment in an amount equal to
the Fair Market Value of the Subsidiary so designated in compliance with ‎Section
4.4;


 


(3)           
at the time of such designation, to the extent that any Indebtedness of the Subsidiary so designated is not Non-Recourse Debt,
any guarantee or other credit support thereof by the Issuer or any of its Restricted Subsidiaries could be incurred at such time in compliance
with ‎Section 4.3 and ‎Section
4.4;


 


(4)           
such Subsidiary is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary
unless any such agreement, contract, arrangement or understanding would, immediately after giving effect to such designation, be permitted
by ‎Section 4.8; and


 


(5)           
such Subsidiary is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or
indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition
or to cause such Person to achieve any specified levels of operating results unless such obligation could be performed by the Issuer
in compliance with ‎Section 4.4 (and the maximum amount of such obligation
shall be deemed to be an Investment by the Issuer for purposes of ‎Section
4.4).


 






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Any designation of a Restricted Subsidiary of the
Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolutions of
the Board of Directors of the Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation
complied with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as
an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness
of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted
to be incurred as of such date under ‎Section 4.3,
the Issuer will be in default of ‎Section 4.3.


 


(b)                    
The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:


 


(1)           
immediately after and giving effect to such designation, no Default or Event of Default shall have occurred and be continuing;


 


(2)           
such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness
of such Unrestricted Subsidiary, and such designation will only be permitted if such Indebtedness is permitted under ‎Section
4.3;


 


(3)           
the aggregate Fair Market Value of all outstanding Investments owned by the Unrestricted Subsidiary so designated will be deemed
to be an Investment made as of the time of the designation and any such designation will only be permitted if the Investment would be
permitted at that time in compliance with ‎Section 4.4;


 


(4)           
all Liens upon property and assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted
under ‎Section 4.5; and


 


(5)           
such Unrestricted Subsidiary becomes a Guarantor pursuant to ‎Section
4.9.


 






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Section 4.11.       
Change of Control Triggering Event.


 


(a)                    
If a Change of Control Triggering Event occurs, unless, prior to, or concurrently with, the time the Issuer is required to make
a Change of Control Offer (as defined below), the Issuer has previously or concurrently mailed or delivered, or otherwise sent through
electronic transmission, a redemption notice with respect to all the outstanding Notes as described under ‎Section
3.7 or ‎Article VIII, the Issuer will make an offer to purchase all
of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change
of Control Payment”) equal to 101% of the aggregate principal amount thereof (or such higher amount as the Issuer may determine)
plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Change of Control Payment Date (as
defined below). Within 30 days following any Change of Control Triggering Event, the Issuer will send notice of such Change of Control
Offer electronically or by first-class mail, with a copy to the Trustee sent in the same manner, to each Holder to the address of such
Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:


 


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


 


(2)           
the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice
is sent (the “Change of Control Payment Date”); provided that the Change of Control Payment Date may be delayed, in
the Issuer’s discretion, until such time (including more than 60 days after the date such notice. is sent) as any or all such conditions
referred to in ‎Section 4.11(a)(8) shall be satisfied or waived;


 


(3)           
that any Note not properly tendered will remain outstanding and continue to accrue interest;


 


(4)           
that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the
Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;


 


(5)           
that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes,
with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed or otherwise in accordance
with the procedures of DTC, to the paying agent specified in the notice at the address specified in the notice prior to the close of business
on the third Business Day preceding the Change of Control Payment Date;


 


(6)           
that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes;
provided that the paying agent receives, not later than the close of business on the second Business Day prior to the expiration time
of the Change of Control Offer, an electronic transmission (in PDF), a facsimile transmission or letter setting forth the name of the
Holder or otherwise in accordance with the procedures of DTC, the principal amount of the Notes tendered for purchase, and a statement
that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;


 


(7)           
that if less than all of such Holder’s Notes are tendered for purchase, such Holder will be issued new Notes and such new
Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered; provided that the unpurchased portion of
the Notes must be equal to at least US$2,000 or an integral multiple of US$1,000 in excess of US$2,000;


 






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(8)            if
such notice is sent prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is
conditional on the occurrence of such Change of Control Triggering Event and describing each such condition, and, if applicable,
stating that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as any or all such
conditions shall be satisfied or waived, or that such purchase may not occur and such notice may be rescinded in the event that the
Issuer shall determine that any or all such conditions (including the occurrence of the Change of Control Triggering Event) shall
not have been satisfied or waived by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed;
and


 








(9)           
such other instructions, as determined by the Issuer, consistent with this covenant, that a Holder must follow.


 


(b)             
While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control
Offer, a Holder may exercise its option to elect for the purchase of Notes through the facilities of DTC, subject to its rules and regulations.


 


(c)             
The Issuer will comply with all applicable securities legislation in Canada and the United States including, without limitation, the
requirements of Rule 14e-1 under the 1934 Act and any other securities laws and regulations thereunder to the extent those laws and regulations
are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that
the provisions of any applicable securities laws and regulations conflict with the provisions of Section 4.11, the Issuer will
comply with such laws and regulations and will not be deemed to have breached its obligations under Section 4.11 by virtue of
such compliance.


 


(d)             
On the Change of Control Payment Date, the Issuer or its designated agent will, to the extent lawful:


 


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


 


(2)           
deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly
tendered; and


 


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


 


(e)             
On the Change of Control Payment Date, the paying agent will promptly transmit to each Holder of Notes properly tendered and not
withdrawn the Change of Control Payment for such tendered Notes, and the Trustee, upon an order of the Issuer, will promptly authenticate
and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note will be in a principal amount that is US$2,000 or an integral multiple of US$1,000
in excess thereof. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.


 






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(f)             
If the Change of Control Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and
unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no other
interest will be payable to Holders who tender pursuant to the Change of Control Offer.


 


(g)             
The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control Triggering
Event will be applicable whether or not any other provisions of this Indenture are applicable. Except as described above with respect
to a Change of Control Triggering Event, this Indenture does not contain provisions that permit the Holders to require that the Issuer
repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.


 


(h)             
Notwithstanding the preceding paragraphs of this ‎Section 4.11, the Issuer will
not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes an offer to purchase
the Notes in the manner, at the times and otherwise in substantial compliance with the requirements set forth in this Indenture applicable
to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control
Offer, or a notice of redemption has been given pursuant to ‎Section 3.7, unless and
until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a
Change of Control Offer by the Issuer or a third party may be made in advance of a Change of Control Triggering Event, conditioned upon
the consummation of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time
the Change of Control Offer is made.


 


(i)             
In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes validly tender and do not withdraw
such Notes in a Change of Control Offer, Asset Sale Offer or other tender offer and the Issuer (or a third party making the offer as
described above) purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or third party offeror, as
applicable, will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following
the purchase pursuant to such offer described above, to redeem (in the case of the Issuer) or purchase (in the case of a third party
offeror) all of the Notes that remain outstanding following such purchase at a redemption price or purchase price, as the case may be,
equal to the price paid to each other Holder in such offer (which may be less than par) plus, to the extent not included in such price,
accrued and unpaid interest on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to the right of
Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption
date).


 


The Issuer’s obligation to make a Change
of Control Offer following a Change of Control Triggering Event may be waived or modified before or after the occurrence of such Change
of Control with the written consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding.


 


Section 4.12.     
Maintenance of Office or Agency for Registration of Transfer, Exchange and Payment of Notes.


 






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So long as any of the Notes shall remain outstanding,
the Issuer will, in accordance with ‎Section 2.2 hereof,
maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, or the Registrar) in the continental
U.S. where the Notes may be surrendered for exchange or registration of transfer and where the Notes may be presented or surrendered for
payment. If the Issuer shall fail to maintain any such office or agency or shall fail to give such notice of the location or of any change
in the location thereof, such surrenders or presentations may be made at the designated Corporate Trust Office, and the Issuer hereby
appoints the Trustee its agent to receive at the aforesaid office all such surrenders or presentations. The Issuer may also from time
to time designate one or more other offices or agencies in the continental U.S. where Notes may be presented or surrendered for any and
all such purposes and may from time to time rescind such designations. The Issuer will give to Trustee prompt written notice of the location
of any such office or agency and of any change of location thereof.


 


Section 4.13.     
Appointment to Fill a Vacancy in the Office of Trustee.


 


The Issuer, whenever necessary to avoid or fill
a vacancy in the office of Trustee, will appoint, in the manner provided in ‎Section
7.7, a Trustee, so that there shall at all times be a Trustee hereunder.


 


Section 4.14.     
Provision as to Paying Agent.


 


(a)             
If the Issuer will appoint a Paying Agent other than the Trustee, in accordance with the terms of this Indenture, it will cause such
Paying Agent to execute and deliver to the Trustee an instrument in which such Agent shall undertake, subject to the provisions of this
‎Section 4.14:


 


(1)           
that it will hold all sums held by it as such agent for the payment of the principal of, premium, if any, or interest on the Notes
(whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders of
the Notes and will notify the Trustee of the receipt of sums to be so held;


 


(2)           
that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Notes) to make any payment of
the principal of, premium, if any, or interest on the Notes when the same shall be due and payable;


 


(3)           
that it will at any time during the continuance of any Event of Default specified in ‎Section
6.1, upon the written request of the Trustee, deliver to the Trustee all sums so held in trust by it; and


 


(4)           
that it will acknowledge, accept and agree to comply in all aspects with the provisions of this Indenture relating to the duties,
rights and liabilities of such Paying Agent.


 


(b)             
If the Issuer shall not act as its own Paying Agent, it will, by 11:00 a.m. (New York City time) on the due date of the principal of
or premium, if any, or interest on any Notes, deposit with such Paying Agent a sum in same day funds sufficient to pay the principal
of, premium, if any, or interest so becoming due, such sum to be held in trust for the benefit of the Trustee and the Holders of Notes
entitled to such principal of or premium, if any, or interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly
notify the Trustee of its failure so to act.


 






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(c)             
If the Issuer shall act as its own Paying Agent, it will, by 11:00 a.m., (New York City time) on each due date of the principal of or
premium, if any, or interest on the Notes, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto, a
sum sufficient to pay such principal or premium or interest so becoming due and will notify the Trustee of any failure to take such action.


 


(d)             
Anything in this ‎Section 4.14 to the contrary notwithstanding, the Issuer may,
at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be
paid to the Paying Agent for delivery to the Trustee all sums held in trust by it, as required by this ‎Section
4.14, such sums to be delivered by the Paying Agent to the Trustee to be held by the Trustee upon the trusts herein contained.


 


(e)             
Anything in this ‎Section 4.14 to the contrary notwithstanding, the agreement
to hold sums in trust as provided in this ‎Section 4.14 is subject to the provisions
of ‎Section 8.4 and ‎Section 8.6.


 


(f)             
Upon an Event of Default under ‎Section 6.1(7), the Trustee shall be
the Paying Agent.


 


Section 4.15.     
Maintenance of Corporate Existence.


 


So long as any of the Notes shall remain outstanding,
the Issuer will at all times (except as otherwise provided or permitted in ‎Article
V of this Indenture) do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.


 


Section 4.16.     
[Reserved]


 


Section 4.17.     
Compliance Certificate.


 


(a)             
The Issuer and the Guarantors will deliver to the Trustee within 90 days after the end of each fiscal year of the Issuer, beginning with
the fiscal year ended December 31, 2021, a statement (which need not be an Officer’s Certificate) signed by the principal executive
officer, the principal accounting officer or the principal financial officer of each of the Issuer and the Guarantors, stating that a
review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether each of the Issuer and the Guarantors has performed its obligations under this Indenture,
and further stating whether or not, to the knowledge of the signers, the Issuer is in default in the performance and observance of any
of the terms, provisions and conditions hereof (without regard to any period of grace or requirement of notice provided hereunder) and
if any Default or Event of Default occurred during such period. In the event of any such default, the certificate will describe such
default, its status and what action the Issuer is taking or proposes to take with respect thereto.


 


(b)             
So long as any of the Notes are outstanding, the Issuer will deliver to the Trustee, promptly upon any Officer becoming aware of any
Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Issuer is
taking or proposes to take with respect thereto.


 






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Section 4.18.     
Taxes.


 


The Issuer will pay, and will cause each of its
Restricted 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 would not have a material adverse effect on the
financial condition of the Issuer and its Restricted Subsidiaries, taken as a whole.


 


Section 4.19.     
Stay, Extension and Usury Laws.


 


The Issuer 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 the Issuer 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 4.20.     
Covenant Suspension.


 


(a)             
If on any date following the Issue Date (1) the Notes are rated Investment Grade by any two Approved Rating Organizations; and (2) no
Default or Event of Default shall have occurred and be continuing, then, beginning on that day and at all times thereafter until the
Reinstatement Date (“Suspension Period”), and subject to ‎Section 4.20(c)
below, the provisions of this Indenture set forth in ‎Section 4.3, ‎Section
4.4, ‎Section 4.6, ‎Section 4.7,
‎Section 4.8, ‎Section 4.9 and ‎Section
5.1(a)(4) (collectively, the “Suspended Covenants”) hereof will be suspended.


 


(b)             
During any Suspension Period, the Board of Directors of the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries
pursuant to ‎Section 4.10.


 


(c)             
In the event that the Issuer and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result
of ‎Section 4.20(a) and, on a subsequent date, at least one of the Approved Rating
Organizations which rates the Notes withdraws its Investment Grade rating, or downgrades the rating assigned to the Notes below an Investment
Grade rating, or ceases to rate the Notes (in each case, such date, the “Reinstatement Date”), then the Issuer and
its Restricted Subsidiaries will after the Reinstatement Date again be subject to the Suspended Covenants with respect to future events
for the benefit of the Notes.


 


(d)             
On the Reinstatement Date, all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be subject to ‎Section
4.3. To the extent such Indebtedness or Disqualified Stock would not be so permitted to be incurred or issued pursuant to such covenant,
such Indebtedness or Disqualified Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted
under ‎Section 4.3(b)(5).


 






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(e)             
Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under ‎Section
4.4 will be made as though ‎Section 4.4 had been in effect from 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 4.4(a) to the extent
provided therein.


 


(f)             
For purposes of ‎Section 4.6, on the Reinstatement Date, any contractual encumbrances
or restrictions of the type specified in Sections ‎4.6(a)(1) through ‎4.6(a)(3)
entered into (or which the Issuer or any Restricted Subsidiary of the Issuer became legally obligated to enter into) during the Suspension
Period will be deemed to have been in effect on the Issue Date, so that they are permitted under ‎Section
4.6(b)(1).


 


(g)             
For purposes of ‎Section 4.7, on the Reinstatement Date, the unutilized Excess
Proceeds amount will be reset to zero.


 


(h)             
For purposes of ‎Section 4.8, any contract, agreement, loan, advance
or guarantee with or for the benefit of, any Affiliate of the Issuer entered into (or which the Issuer or any Restricted Subsidiary of
the Issuer became legally obligated to enter into) during the Suspension Period will be deemed to have been in effect as of the Issue
Date for purposes of ‎Section 4.8(b)(5).


 


(i)             
Notwithstanding that the Suspended Covenants may be reinstated:


 


(1)           
no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants
during the Suspension Period (or on the Reinstatement Date) or after the Suspension Period based solely on events that occurred during
the Suspension Period; and


 


(2)           
neither (a) the continued existence, after the Reinstatement Date, of facts and circumstances or obligations that were incurred
or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach
of any covenant set forth in this Indenture or cause a Default or Event of Default thereunder; provided that (I) the Issuer and its Restricted
Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of the Notes ceasing
to be rated Investment Grade, and (II) the Issuer reasonably believed that such incurrence or actions would not result in such ceasing.


 


Section 4.21.     
Additional Amounts.


 


(a)             
All payments made by or on behalf of the Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes
or any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future
Taxes, unless such Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. 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 any jurisdiction in which
such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor makes any payment on the
Notes or any Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”)
from any payment made under or with respect to the Notes or any Note Guarantee, such Payor, subject to the exceptions stated below, will
pay such additional amounts (“Additional Amounts”) as may be necessary such that the net amount received in respect
of such payment by each Holder or Beneficial Holder after such withholding or deduction (including withholding or deduction attributable
to Additional Amounts payable hereunder but excluding Taxes on net income) will not be less than the amount the Holder or Beneficial
Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted.


 






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(b)             
A Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to:


 


(1)           
Canadian withholding Taxes imposed on a payment to a Holder or Beneficial Holder with which the Payor does not deal at arm’s
length for the purposes of the Tax Act at the time of making such payment (other than where the non-arm’s length relationship arises
as a result of the exercise or enforcement of rights under any Notes or any Note Guarantee);


 


(2)           
a debt or other obligation to pay an amount to a person with whom the applicable Payor is not dealing at arm’s length within
the meaning of the Tax Act (other than where the non-arm’s length relationship arises as a result of the exercise or enforcement
of rights under any Notes or any Note Guarantee);


 


(3)           
any Canadian withholding Taxes imposed on a payment or deemed payment to a Holder or Beneficial Holder by reason of such Holder
or Beneficial Holder being a “specified shareholder” of the Issuer (within the meaning of subsection 18(5) of the Tax Act)
at the time of payment or deemed payment, or by reason of such Holder or Beneficial Holder not dealing at arm’s length for the purposes
of the Tax Act with a “specified shareholder” of the Issuer at the time of payment or deemed payment (other than where the
Holder or Beneficial Holder is a “specified shareholder,” or does not deal at arm’s length with a “specified shareholder,”
as a result of the exercise or enforcement of rights under any Notes or any Note Guarantee);


 


(4)           
Taxes giving rise to such Additional Amounts that would not have been imposed but for the existence of any present or former connection
between such Holder (or the Beneficial Holder of, or person ultimately entitled to obtain an interest in, such Notes, including a fiduciary,
settler, beneficiary, member, partner, shareholder or other equity interest owner of, or possessor of power over, such Holder or Beneficial
Holder, if such Holder or Beneficial Holder is an estate, trust, partnership, limited liability company, corporation or other entity)
and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a
permanent establishment in, the Relevant Taxing Jurisdiction but not including any connection resulting solely from the acquisition, ownership,
or disposition of Notes, the receipt of payments thereunder and/or the exercise or enforcement of rights under any Notes or any Note Guarantee);


 


(5)            Taxes
giving rise to such Additional Amounts that would not have been imposed but for the failure of such Holder or Beneficial Holder, to
the extent such Holder or Beneficial Holder is legally eligible to do so, to timely satisfy any certification, identification,
information, documentation or other reporting requirements concerning such Holder’s or Beneficial Holder’s nationality,
residence, identity or connection with the Relevant Taxing Jurisdiction or arm’s length relationship with the Payor or
otherwise establish the right to the benefit of an exemption from, or reduction in the rate of, withholding or deduction, if such
compliance is required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction as a precondition
to exemption from, or reduction in the rate of deduction or withholding of, such Taxes imposed by the Relevant Taxing Jurisdiction
(including, without limitation, a certification that the Holder or Beneficial Holder is not resident in the Relevant Taxing
Jurisdiction);


 






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(6)           
any estate, inheritance, gift, sales, transfer, personal property, excise or any similar Taxes or assessment;


 


(7)           
any Taxes that were imposed with respect to any payment on a Note to any Holder who is a fiduciary or partnership or person other
than the sole beneficial owner of such payment and to the extent the Taxes giving rise to such Additional Amounts would not have been
imposed on such payment had the Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note;


 


(8)           
Taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without
such imposition, deduction or withholding of such Taxes had such Notes been presented for payment (where presentation is required) within
30 days after the date on which such payments or such Notes became due and payable or the date on which payment thereof is duly provided
for, whichever is later (except to the extent such Holder or Beneficial Holder would have been entitled to such Additional Amounts had
such Notes been presented on the last day of such 30 day period);


 


(9)           
any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes or any
Note Guarantee;


 


(10)           
any Taxes that are imposed or withheld as a result of the presentation of any Note for payment by or on behalf of a Holder or Beneficial
Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent;


 


(11)           
any Taxes imposed under FATCA; or


 


(12)           
any combination of the foregoing subclauses ‎(1) through ‎(11).


 


(c)             
At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due
and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional
Amounts arises after the 30th day prior to the date on which such payment is due and payable, in which case it will be promptly thereafter),
the Payor will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts
so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders and/or
Beneficial Holders on the payment date.


 






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(d)             
 The Issuer will indemnify and hold harmless the Holders and Beneficial Holders of the Notes for the amount of any Taxes under
Regulation 803 of the Tax Act, or any similar or successor provision (other than Taxes described in subclauses (1) through (12) above
(but including, notwithstanding subclause (9), any Taxes payable pursuant to Regulation 803 of the Tax Act) or Taxes arising by reason
of a transfer of the Note to a person resident in Canada with whom the transferor does not deal at arm’s length for the purposes
of the Tax Act except where such non-arm’s length relationship arises as a result of the exercise or enforcement of rights under
any Notes or any Note Guarantee) levied or imposed on and paid by such a Holder or Beneficial Holder as a result of payments made under
or with respect to the Notes or any Note Guarantee.


 


(e)             

In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and
duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction
at any time in respect of the execution, issuance, registration, delivery or enforcement of the Notes (other than on or in connection
with a transfer of the Notes other than the initial sale by an Initial Purchaser), any Note Guarantee or any other document or instrument
referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant
to the Notes or any Note Guarantee and/or any other such document or instrument (limited, solely in the case of taxes, charges or duties
attributable to any payments with respect thereto, to any such taxes, charges or duties imposed in a Relevant Taxing Jurisdiction that
are not excluded under Sections ‎4.21(b)(5) through ‎(8)
and ‎(10) and ‎(11)).


 


(f)             

The obligations under this ‎Section 4.21 will survive any termination,
defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction
in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which
payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal,
premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional
Amounts or indemnification payments as described hereunder, if applicable.


 


Article
V


SUCCESSOR COMPANY


 


Section 5.1.         
Amalgamation, Merger, Consolidation or Sale of Assets.


 


(a)             

The Issuer may not, in any transaction or series of transactions: (I) amalgamate, merge or consolidate with or into another Person
(whether or not the Issuer is the surviving Person); or (II) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially
all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to
another Person; unless:


 


(1)           
either:


 


(A)           
the Issuer is the surviving entity; or


 


(B)           
 the Person formed by or surviving any such amalgamation, merger or consolidation (if other than the Issuer) or to which such sale,
assignment, transfer, conveyance, lease or other disposition has been made is a Person organized or existing under the laws of Canada
or any province thereof or the United States, any state of the United States or the District of Columbia


 


(in each of clauses (A) and (B) above,
the Issuer or such Person as the case may be, being herein called the “Successor Company”);


 






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(2)           
the Successor Company (if other than the Issuer) assumes all the obligations of the Issuer under the Notes and this Indenture either
by operation of law or pursuant to an assumption agreement or other instrument reasonably satisfactory to the Trustee;


 


(3)           
immediately after such transaction or series of transactions, and giving pro forma effect to any related financing transactions,
no Default or Event of Default exists;


 


(4)           
on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had
occurred at the beginning of the applicable four-quarter period, either (A) the Issuer or the Person formed by or surviving any such amalgamation,
merger or consolidation (if other than the Issuer), or to which such sale, assignment, transfer, conveyance, lease or other disposition
has been made, will be permitted to incur at least $1.00 of additional Indebtedness pursuant to either the Fixed Charge Coverage Ratio
test or the Consolidated Net Leverage Ratio test set forth in ‎Section
4.3(a) or (B) either (x) the Fixed Charge Coverage Ratio is equal to or greater than it was immediately prior thereto or (y) the Consolidated
Net Leverage Ratio of the Issuer and its Restricted Subsidiaries would be equal to or less than the Consolidated Net Leverage Ratio of
the Issuer and its Restricted Subsidiaries immediately prior to such transaction; and


 


(5)           
the Issuer has delivered to the Trustee (i) an Opinion of Counsel stating that such transaction and, if an assumption agreement
or other instrument is required in connection with such transaction, such assumption agreement or other instrument, complies with Sections
‎5.1(a)(1) and ‎5.1(a)(2),
and (ii) an Officer’s Certificate stating that all conditions precedent contained in this Indenture relating to such transaction
have been complied with.


 


(b)             
The Successor Company will succeed to, and be substituted for, the Issuer under this Indenture and the Notes, and the Issuer will automatically
be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding Section 5.1(a)(3) and 5.1(a)(4),


 


(1)           
any Subsidiary of the Issuer may merge, consolidate or amalgamate with or into or sell, assign, transfer, lease, convey or otherwise
dispose of all or part of its properties and assets to the Issuer or any of its Restricted Subsidiaries; and


 


(2)           
the Issuer may merge, consolidate or amalgamate with or into an Affiliate of the Issuer solely for the purpose of reincorporating
the Issuer in Canada or any province thereof or the United States, any state thereof or the District of Columbia.


 


(c)             
A
Guarantor may not, in any transaction or series of transactions: (I) amalgamate, consolidate or merge with or into another Person
(whether or not such Guarantor is the surviving Person); or (II) sell, assign, transfer, convey, lease or otherwise dispose of all
or substantially all of its properties or assets to another Person, other than the Issuer or a Restricted Subsidiary of the Issuer
(in the case of either (I) or (II) above), unless:


 






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(1)           
immediately after giving effect to that transaction, and giving pro forma effect to any related financing transactions, no Default
or Event of Default exists;


 


(2)           
either:


 


(A)           
(x) such Guarantor is the surviving entity or (y) the Person acquiring the property in any such sale, assignment, transfer, conveyance,
lease or other disposition or the Person formed by or surviving any such amalgamation, merger or consolidation assumes all the obligations
of that Guarantor under its Note Guarantee, either by operation of law or pursuant to an assumption agreement or other instrument reasonably
satisfactory to the Trustee (in each of clauses (x) and (y), such Guarantor or such person, as the case may be, being herein called the
 “Successor Person”); or


 


(B)           
such sale, assignment, transfer, conveyance, lease or other disposition does not violate ‎Section
4.7; and


 


(3)           
the Issuer has delivered to the Trustee (i) an Opinion of Counsel stating that such transaction and, if an assumption agreement
or other instrument is required in connection with such transaction, such assumption agreement or other instrument, complies with ‎Section
5.1(c)(2)(A) and (ii) an Officer’s Certificate stating that all conditions precedent contained in this Indenture relating to
such transaction have been complied with.


 


(d)             
The Successor Person will succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Note
Guarantee and such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s
Note Guarantee. Notwithstanding the foregoing, any Guarantor may (in each case, without regard to the requirements set forth in the preceding
paragraph):


 


(1)           
merge, consolidate or amalgamate with or into an Affiliate of an Issuer solely for the purpose of reincorporating or reorganizing
the Guarantor in Canada or any province thereof or the United States, any state thereof or the District of Columbia;


 


(2)           
convert into a corporation, partnership, limited partnership, limited liability company, trust or other entity organized or existing
under the laws of the jurisdiction of organization of such Guarantor or a jurisdiction in Canada or any province thereof or the United
States, any state thereof or the District of Columbia; or


 


(3)           
liquidate or dissolve or change its legal form if the Board of Directors of the Issuer or the senior management of the Issuer determines
in good faith that such action is in the best interests of the Issuer and is not materially disadvantageous to the Holders.


 


(e)             
For purposes of this ‎Section 5.1, transfers among or between the Issuer
and its Restricted Subsidiaries will be disregarded.


 






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Section 5.2.          Successor Substituted.


 


Upon any consolidation or merger, or amalgamation,
or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the
Issuer and its Restricted Subsidiaries taken as a whole or a Guarantor in accordance with ‎Section
5.1 hereof, the successor formed by such consolidation or amalgamation or into which the Issuer or such Guarantor is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is made (in each case, if not the Issuer or such Guarantor,
as applicable) shall succeed to, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture, the Notes
and the Note Guarantees with the same effect as if such successor had been named as the Issuer or such Guarantor, as applicable, herein
and shall be substituted for the Issuer or such Guarantor, as applicable (so that from and after the date of such consolidation, amalgamation,
merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Issuer”
and the “Guarantor,” as applicable, shall refer instead to the successor and not to the predecessor); and thereafter, except
in the case of such a disposition by way of a lease, the Issuer or such Guarantor shall be discharged and released from all obligations
and covenants under this Indenture, the Notes and the Note Guarantees, other with respect to any Additional Amounts owing.


 


Article
VI


DEFAULTS AND REMEDIES


 


Section 6.1.         
Events of Default.


 


Each of the following is an “Event of Default”:


 


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


 


(2)           
default in the payment when due (at Stated Maturity, upon redemption or otherwise) of the principal of, or premium, if any, on
the Notes;


 


(3)           
failure by the Issuer or any Guarantor to comply with any of the other obligations, covenants or agreements (other than a default
referred to in Section 6.1‎(1) or Section 6.1‎(2))
in this Indenture for 60 days after written notice has been given to the Issuer by the Trustee or to the Issuer and the Trustee by the
Holders of at least 30% of the aggregate principal amount of the Notes;


 


(4)           
default under any other mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced
any Indebtedness by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its
Restricted Subsidiaries) whether such Indebtedness or guarantee existed on the Issue Date, or is created after the Issue Date, if that
default:


 


(A)           
is caused by a failure to pay principal of such Indebtedness prior to the expiration of the applicable grace or cure period after
final maturity provided in such Indebtedness (a “Payment Default”); or


 


(B)           
 results in the acceleration of such Indebtedness prior to its Stated Maturity;


 






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and, in each case, the principal amount
of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default,
which remains outstanding or the maturity of which has been so accelerated, aggregates an amount greater than $50.0 million; provided
that if any such Payment Default is cured or waived or any such acceleration is rescinded, as the case may be, such Event of Default under
this Indenture and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict
with any judgment or decree;


 


(5)           
failure by the Issuer or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of an amount greater than
$50.0 million in cash rendered against the Issuer or any Restricted Subsidiary by a court of competent jurisdiction, which judgments are
not paid, discharged or stayed for a period of 60 days after such judgments becomes final and non-appealable;


 


(6)           
except as permitted by this Indenture, any Note Guarantee of a Significant Subsidiary shall be held in any judicial proceeding
to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary
or any Person acting on behalf of any such Guarantor shall deny or disaffirm its obligations under its Note Guarantee;


 


(7)           
the Issuer or any of its Significant Subsidiaries pursuant to or within the meaning of any Bankruptcy Law:


 


(A)           
commences a voluntary case or proceeding;


 


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


 


(C)           
applies for or consents to the appointment of a Custodian of it or for all or substantially all of its assets; or


 


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


 


(8)           
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)           
is for relief against the Issuer or any of its Significant Subsidiaries as debtor in an involuntary case or proceeding;


 


(B)           
appoints a Custodian of the Issuer or any of its Significant Subsidiaries or a Custodian for all or substantially all of the assets
of the Issuer or any of its Significant Subsidiaries; or


 


(C)           
 orders the liquidation of the Issuer or any of its Significant Subsidiaries;


 






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and, in any such case, the order or decree remains
unstayed and in effect for 60 consecutive days and, in the case of the insolvency of a Significant Subsidiary, such Significant Subsidiary
remains a Significant Subsidiary on such 60th day.


 


Section 6.2.         
Acceleration of Maturity; Rescission and Annulment.


 


In the case of an Event of Default specified in
‎Section 6.1(7) or ‎Section
6.1(8), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default
occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare to
be immediately due and payable, by notice in writing to the Issuer and (if given by the Holders) to the Trustee, the principal amount
of all the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration; provided, however, that after
any such declaration of acceleration, the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind
and annul such declaration if: (a) all existing Events of Default, other than the non-payment of the principal of, interest and premium
(if any) on the Notes that have become due solely by the declaration of acceleration, have been cured or waived; and (b) the rescission
would not conflict with any judgment or decree of a court of competent jurisdiction.


 


The Trustee may withhold from Holders notice of
any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of
Default relating to the payment of principal or interest.


 


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 of, premium (if any) or interest on the Notes or to enforce
the performance of any provision of the Notes or this Indenture.


 


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


 


Section 6.4.         
Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee 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 interest on, or the principal of, the Notes or a Default
or Event of Default in respect of a provision that under ‎Section
9.2 cannot be amended without the consent of each Holder affected.


 






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Section 6.5.         
Control by Majority.


 


The Holders of a majority in principal amount of
the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or, subject to ‎Section
7.1 hereof, that is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior
to taking any action hereunder, the Trustee shall be entitled to receive indemnification satisfactory to it against all loss, liability
and expense caused by taking or not taking such action.


 


Section 6.6.         
Limitation on Suits.


 


Except to enforce payment of the principal of,
and premium (if any) or interest on any Note on or after the Stated Maturity of such Note (after giving effect to the grace periods specified
in ‎Section 6.1(1) and ‎Section
6.1(2)), a Holder will not have any right to institute any proceeding with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any remedy thereunder, unless the Trustee:


 


(1)           
shall have failed to act for a period of 60 days after previously receiving written notice of a continuing Event of Default from
such Holder and a request to act from Holders of at least 30% in aggregate principal amount of the Notes then outstanding;


 


(2)           
has been offered indemnity and funding thereof, if requested, satisfactory to the Trustee in its reasonable judgment; and


 


(3)           
during such 60 day period, has not received from the Holders of a majority in aggregate principal amount of the Notes then outstanding
a direction inconsistent with such 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 (it being understood that the Trustee does not
have an affirmative duty to ascertain whether or not any such use by a Holder prejudices the rights of any other Holders or obtains preference
or priority over such other Holders).


 


Section 6.7.         
Rights of Holders to Receive Payment.


 


Notwithstanding any other provision of this Indenture,
the contractual right of any Holder to receive payment of principal of, premium, if any, and interest on the Notes held by such Holder,
on or after the respective due dates expressed in the Notes, or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such Holder. For the avoidance of doubt, no amendment to, or
deletion or waiver of, ‎Article IV (other than ‎Section
4.1), or any action taken by the Issuer or any Guarantor that is not prohibited under this Indenture, shall be deemed to impair or
affect any rights of any Holder of Notes to receive payment of principal of, or premium, if any, or interest on, the Notes.


 








Section 6.8.         
Collection Suit by Trustee.


 


If an Event of Default specified in ‎Section
6.1(1) or ‎Section 6.1(2) hereof occurs and is continuing,
the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any Guarantor for the whole
amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in ‎Section
7.6 hereof to cover the costs and expenses of collection, including the reasonable compensation, disbursement and advances of the
Trustee, its agents and counsel.


 



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Section 6.9.         
Trustee May File Proofs of Claim.


 


The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial
proceedings relative to the Issuer or any Guarantor or their respective creditors or properties, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make 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 it for the compensation, expenses, disbursements
and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under ‎Section
7.6 hereof. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof
or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section 6.10.        
Priorities.


 


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


 


First: to the payment of all amounts
due to the Trustee under ‎Section 7.6 hereof;


 


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


 


Third: to the Issuer or to such party
as a court of competent jurisdiction shall direct.


 


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


 


Section 6.11.     
Undertaking for Costs.


 


In any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in
its discretion may assess reasonable costs, including reasonable attorneys’ fees, 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 hereof or a suit by Holders of more than 10% in outstanding principal amount of the Notes.


 






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Article
VII

TRUSTEE


 


Section 7.1.         
Duties of Trustee.


 


(a)                    
If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture
and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs.


 


(b)                    
Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties and only such duties as
are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee;
and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates and opinions which by any provision hereof or thereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of
this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).


 


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


 


(1)           
this ‎Section 7.1(c) does not limit the effect of ‎Section
7.1(b) hereof;


 


(2)           
the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts; and


 


(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 hereof.


 


(d)                    
Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject
to this ‎Section 7.1.


 


(e)                    
The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.


 


(f)                    
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


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


 






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Section 7.2.         
Rights of Trustee.


 


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


 


(b)                    
Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of
Counsel or both. Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution.


 


(c)                    
The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent
appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or
omission by any Depositary.


 


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


 


(e)                    
The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture
and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered
by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(f)                     
Except for a default under ‎Section 6.1(1) or ‎Section
6.1(2) hereof (provided that the Trustee is the Paying Agent), the Trustee shall not be deemed to have notice of any default or event
of default unless written notice is received by a Trust Officer of the Trustee at the Corporate Trust Office, and such notice references
the Notes and this Indenture and states that it is a notice of Default or Event of Default.


 


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


 


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


 






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(i)                     
 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, and each agent, custodian
and other Person employed to act hereunder.


 


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


 


(k)                    
The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture.


 


Section 7.3.         
Individual Rights of Trustee.


 


The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if
it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA) after a Default
has occurred and is continuing, it must (i) eliminate such conflict within 90 days, (ii) apply to the Commission for permission to continue
or (iii) resign. The Trustee is also subject to Sections ‎7.9
and ‎7.10 hereof.


 


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 or the Notes, it shall not be accountable for the Issuer’s use
of the proceeds from the Notes, it shall not be responsible for the use or application of any money received by any Paying Agent (other
than itself as Paying Agent), and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued
in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.


 


Section 7.5.         
Notice of Defaults.


 


If a Default or Event of Default occurs and is
continuing and if a Trust Officer has actual knowledge thereof, the Trustee shall mail (or in the case of Global Notes, deliver electronically
in accordance with the Applicable Procedures of the Depositary) to each Holder notice of the Default or Event of Default within 90 days
after it occurs. Except in the case of a Default or Event of Default relating to payment of principal of, premium, if any, or interest
on, any Note (including payments pursuant to the redemption or required repurchase provisions of such Note), the Trustee may withhold
the notice if and so long as its board of directors, the executive committee of its board of directors or a committee of its Trust Officers
in good faith determines that withholding the notice is in the interests of Holders.


 






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Section 7.6.         
Compensation and Indemnity.


 


(a)                     The
Issuer shall pay to the Trustee from time to time compensation for its services as the Issuer and the Trustee shall from time to
time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by it, including but not limited to the costs of collection, costs of preparing and reviewing reports,
certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel (in the
case of Canadian counsel, on a solicitor-client, full-indemnity basis) retained by the Trustee in connection with the delivery of an
Opinion of Counsel or otherwise, in addition to the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents and counsel (and in the case of Canadian
counsel, on a solicitor-client, full-indemnity basis). The Issuer shall indemnify and hold harmless the Trustee (in its individual
and trustee capacities) and its officers, directors, employees, shareholders and agents against any and all loss, liability, claims,
action, suit, cost or expense (including reasonable attorneys’ fees (and in the case of Canadian attorneys, on a
solicitor-client, full-indemnity basis)) of any kind and nature whatsoever incurred by it in connection with the acceptance or
administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this
Indenture (including this ‎Section 7.6) and of defending itself
against any claims or liability in connection with the exercise or performance of any of its powers or duties hereunder or
thereunder (whether asserted by any Holder, the Issuer or otherwise). The Trustee shall notify the Issuer promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations
hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the fees and
expenses of such counsel (and in the case of Canadian counsel, on a solicitor-client, full-indemnity basis). The Issuer is not
required to reimburse any expense or indemnify against any loss, liability claim, suit, cost or expense incurred by the Trustee
through the Trustee’s own willful misconduct or gross negligence.


 


(b)                    
To secure the Issuer’s 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 other than money or property
held in trust to pay principal of, premium (if any) and interest on particular Notes.


 


(c)                    
The Issuer’s payment obligations pursuant to this ‎Section 7.6
shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the
occurrence of a Default specified in ‎Section 6.1(7) hereof with respect to the
Issuer, the expenses are intended to constitute expenses of administration under any Bankruptcy Law.


 


Section 7.7.         
Replacement of Trustee.


 


(a)                    
A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s
acceptance of appointment as provided in this ‎Section 7.7.


 


(b)                    
The Trustee may resign at any time by so notifying the Issuer. The Holders of a majority in outstanding principal amount of the
Notes may remove the Trustee by so notifying the Trustee and the Issuer and may appoint a successor Trustee. The Issuer may remove the
Trustee if: (i) the Trustee fails to comply with ‎Section 7.9 hereof; (ii) the
Trustee is adjudged bankrupt or insolvent; (iii) a Custodian or other public officer takes charge of the Trustee or its property; or (iv)
the Trustee otherwise becomes incapable of acting.


 






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(c)                     
 If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in outstanding principal amount of the Notes
and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason
(the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.


 


(d)                     
A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon
the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee shall mail or deliver electronically 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, subject to the
lien provided for in ‎Section 7.6 hereof.


 


(e)                     
If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee
or the Holders of 10% in outstanding principal amount of the Notes may petition any court of competent jurisdiction for the appointment
of a successor Trustee.


 


(f)                      
If the Trustee fails to comply with ‎Section 7.9 hereof after written
notice thereto, the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.


 


(g)                     
Notwithstanding the replacement of the Trustee pursuant to this ‎Section
7.7, the Issuer’s obligations under ‎Section 7.6 hereof shall continue
for the benefit of the retiring Trustee.


 


Section 7.8.         
Successor Trustee by Merger.


 


(a)                     
If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or
assets to, another Person, the resulting, surviving or transferee Person without any further act shall be the successor Trustee.


 


(b)                     
If at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor Trustee, and deliver such Notes so authenticated; and if at that time any of the Notes shall not
have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the
Notes or in this Indenture provided that the certificate of the Trustee shall have.


 


Section 7.9.         
Eligibility; Disqualification.


 


The Trustee shall at all times satisfy the
requirements of Trust Indenture Act Section 310(a) with the same effect as if this Indenture were qualified under the Trust
Indenture Act. There shall at all times be a Trustee hereunder that is a Person organized and doing business under the laws of the
U.S. or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision
or examination by federal or state authorities and that has a combined capital and surplus (together with its Affiliates) of at
least $15 million as set forth in its most recent published annual report of condition. The Trustee shall comply with Trust
Indenture Act Section 310(b) with the same effect as if this Indenture were qualified under the Trust Indenture Act.


 






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Section 7.10.     
Preferential Collection of Claims Against Company.


 


The Trustee shall comply with Trust Indenture Act
Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed
shall be subject to Trust Indenture Act Section 311(a) to the extent indicated.


 


Article
VIII

DISCHARGE OF INDENTURE; DEFEASANCE


 


Section 8.1.         
Discharge of Liability on Notes; Defeasance.


 


(a)                    
Subject to ‎Section 8.1(c) hereof, this Indenture will cease to be of
further effect as to all Notes issued hereunder when (i) either (x) all Notes that have been authenticated, except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer,
have been delivered to the Trustee for cancellation or (y) all Notes that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year
and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of
the Holders, cash in U.S. dollars, Government Securities, or a combination of cash in U.S. dollars and Government Securities, in amounts
as will be sufficient to pay and discharge the principal, premium, if any, and accrued interest to the date of final maturity or redemption,
provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient
for purposes of the Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium, calculated as
of the date of the notice of redemption, with any Applicable Premium deficit as of the date of redemption (any such amount, the “Applicable
Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption; provided, further, that
any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit
of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; (ii) no
Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit other than
a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the deposit will not result in a
breach or violation of, or constitute a default under, any other material instrument to which the Issuer or any Restricted Subsidiary
is a party or by which the Issuer or any Restricted Subsidiary is bound, (iii) the Issuer has paid or caused to be paid all sums then
payable by it under this Indenture, and (iv) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money
toward the payment of such Notes at Stated Maturity or the Redemption Date, as the case may be.


 






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(b)                     Subject
to ‎Section 8.2 hereof, the Issuer at its option at any time may terminate
(i) all its obligations, except as specified in ‎Section 8.1(c) hereof,
under the Notes and this Indenture and all obligations of the Guarantors with respect to their Note Guarantees (“legal
defeasance option”), and after giving effect to such legal defeasance, any omission to comply with such obligations shall
no longer constitute a Default or Event of Default or (ii) its obligations under ‎Section
4.2, ‎Section 4.3, ‎Section
4.4, ‎Section 4.5, ‎Section
4.6, ‎Section 4.7, ‎Section
4.8, ‎Section 4.9 and ‎Section
4.11 hereof, except to the extent such obligations are imposed by ‎Section
5.1(a)(4) hereof, and the Issuer may omit to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such
Section or by reason of any reference in any such Section to any other provision herein or in any other document and the operation
of Section 6.1(3), Section 6.1(4), Section 6.1(5), Section 6.1(6) and the events specified in such Sections shall no longer
constitute an Event of Default (this clause (ii) being referred to as the “covenant defeasance option”), but
otherwise the remainder of this Indenture and the Notes shall be unaffected thereby. The Issuer may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option or
its covenant defeasance option, each Guarantor shall be released from its obligations with respect to its Note Guarantee as provided
in ‎Section 10.10 hereof.


 


If the Issuer exercises its legal defeasance option,
payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment
of the Notes may not be accelerated because of an Event of Default specified in Section 6.1(3), Section 6.1(4) and Section
6.1(5) hereof or the failure of the Issuer to comply with ‎Section
5.1(a)(4).


 


Upon satisfaction of the conditions set forth herein
and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates,
on demand of the Issuer (accompanied by an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent
provided in this Indenture relating to the legal defeasance or covenant defeasance, as the case may be, have been complied with) and at
the cost and expense of the Issuer.


 


(c)                    
Notwithstanding the provisions of ‎Section 8.1(a)) and ‎Section
8.1(b) hereof, the obligations of the Issuer in ‎Section 2.3, ‎Section
2.4, ‎Section 2.5, ‎Section
2.6, ‎Section 2.7, ‎Section
2.9, ‎Section 7.6, ‎Section
7.7 hereof, and in this ‎Article VIII shall survive until the Notes
have been paid in full. Thereafter, the following provisions shall survive until otherwise terminated or discharged hereunder:


 


(1)           
the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such
payments are due solely out of the trust created pursuant to this Indenture referred to in ‎Section
8.2;


 


(2)           
the Issuer’s obligations concerning issuing temporary Notes, mutilated, destroyed, lost, or stolen Notes and the maintenance
of a register in respect of the Notes;


 


(3)           
the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and


 


(4)           
this ‎Section 8.1.


 






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Section 8.2.         Conditions
to Defeasance.


 


The Issuer may exercise its legal defeasance option
or its covenant defeasance option only if:


 


(1)           
the Issuer shall have deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose
of making payment on such Notes an amount of cash or Government Securities as will, together with the income to accrue thereon and reinvestment
thereof, be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants,
to pay, satisfy and discharge the entire principal, interest, if any, premium, if any and any other sums due to the Stated Maturity or
an optional redemption date of the Notes;


 


(2)           
no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event
of Default resulting from the borrowing of funds to be applied to such deposit and the granting of Liens to secure such borrowing);


 


(3)           
the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer
with the intent of preferring the Holders over its other creditors or with the intent of defeating, hindering, delaying, or defrauding
any of its other creditors or others;


 


(4)           
the Issuer shall have delivered to the Trustee, (a) an Opinion of Counsel acceptable to the Trustee in its reasonable judgment
or an advance tax ruling from the Canada Revenue Agency (or successor agency) to the effect that the Holders of outstanding Notes will
not recognize income, gain or loss for Canadian income tax purposes as a result of such legal defeasance or covenant defeasance, as the
case may be, and will be subject to Canadian 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 or covenant defeasance, as the case may be, had not occurred; (b) in the case of legal defeasance,
an Opinion of Counsel acceptable to the Trustee in its reasonable judgment to the effect that (i) the Issuer has received from, or there
has been published by, the Internal Revenue Service a ruling, or (ii) since the Issue Date, there has been a change in the applicable
U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders
of outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance
and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case
if such legal defeasance had not occurred; and (c) in the case of covenant defeasance, an Opinion of Counsel acceptable to the Trustee
in its reasonable judgment to the effect that the Holders of outstanding Notes will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the
same manner and at the same times as would have been in the case if such covenant defeasance had not occurred;


 


(5)           
the Issuer shall have satisfied the Trustee that it has paid, caused to be paid or made provisions for the payment of all applicable
expenses of the Trustee;


 






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(6)           
 such legal defeasance option or covenant defeasance option will not result in a breach or violation of, or constitute a Default
under, any material agreement or instrument (other than this Indenture) to which the Issuer or any of its Subsidiaries is a party or by
which the Issuer or any of its Subsidiaries is bound; and


 


(7)           
the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that all conditions precedent relating to
the legal defeasance option or the covenant defeasance option, as the case may be, have been complied with.


 


Section 8.3.         
Delivery and Application of Trust Money.


 


The Trustee shall hold in trust money or Government
Securities deposited with it pursuant to this ‎Article
VIII. It shall apply the deposited money and the money from Government Securities in accordance with this Indenture to the payment
of principal, premium, if any, of and interest on the Notes.


 


Any funds or obligations deposited with the Trustee
pursuant to this ‎Article VIII shall be (a) denominated
in the currency or denomination of the Notes in respect of which such deposit is made, (b) irrevocable, subject to certain exceptions,
and (c) made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides
for the due and punctual payment of the principal of, premium, if any, and interest on the Notes being satisfied.


 


Section 8.4.         
Repayment to Company.


 


The Trustee and each Paying Agent shall promptly
turn over to the Issuer upon receipt of an Issuer Order any excess money or securities held by them upon payment of all the obligations
under this Indenture.


 


Subject to any applicable abandoned property law,
the Trustee and each Paying Agent shall pay to the Issuer upon request any money held by them for the payment of principal of, or premium,
if any, or interest on the Notes that remains unclaimed for two years (or any such money then held by the Issuer or any Subsidiary shall
be discharged from any trust hereunder), and, thereafter, Holders entitled to the money must look to the Issuer for payment as unsecured
general creditors; provided, however, that, if any Definitive Notes are then outstanding, the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Issuer cause to be published once, in 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 will not be less
than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the
Issuer.


 


Section 8.5.         
Indemnity for Government Securities.


 


The Issuer shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against deposited Government Securities or the principal and interest received
on such Government Securities.


 






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Section 8.6.         
Reinstatement.


 


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


 


Article
IX

AMENDMENTS


 


Section 9.1.         
Without Consent of Holders.


 


Notwithstanding ‎Section
9.2 of this Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Note Guarantees
without notice to or consent of any Holder:


 


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


 


(2)           
to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, that the uncertificated Notes are
issued in registered form for purposes of Section 163(f) of the Code);


 


(3)           
to provide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders of Notes in the case of an amalgamation,
merger or consolidation or sale of all or substantially all of the Issuer’s or a Guarantor’s assets or otherwise to comply
with ‎Section 5.1;


 


(4)           
to add a co-issuer of the Notes, to add any additional Guarantors or to evidence the release of any Guarantor from its obligations
under its Note Guarantee to the extent that such release is permitted by this Indenture, or to secure the Notes and the Note Guarantees
or add collateral with respect to the Notes;


 


(5)           
to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes”
set forth in the Offering Memorandum to the extent that such provision was intended to be a verbatim recitation of a provision of this
Indenture, the Notes or the Note Guarantees;


 


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


 


(7)           
to surrender any right or power conferred upon the Issuer or make any change that would provide any additional rights or benefits
to the Holders of Notes or that does not materially adversely affect the legal rights under this Indenture of any such Holder; or


 






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(8)           
 to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee.


 


Section 9.2.         
With Consent of Holders.


 


(a)                    
Except as provided in this ‎Section 9.2, the Issuer, the Guarantors
and the Trustee with the affirmative votes of the Holders of at least a majority in principal amount of the Notes represented and voting
at a meeting of Holders, or by a resolution in writing of the Holders of at least a majority in principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase of, or offer to purchase, or exchange offer for, Notes):


 


(1)           
this Indenture, the Notes and the Note Guarantees may each be amended or supplemented; and


 


(2)           
any existing Default or Event of Default or lack of compliance with any provision of this Indenture, the Notes or the Note Guarantees
may be waived.


 


(b)                    
Without the consent of, or a resolution passed by the affirmative votes of or signed by, each Holder affected, an amendment, supplement
or waiver may not (with respect to any Notes held by a non-consenting Holder):


 


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


 


(2)           
reduce the principal of any Note or change the time for payment thereof;


 


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


 


(4)           
make any Note payable in a currency other than that stated in the Notes;


 


(5)           
waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes (except a rescission
of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment
default that resulted from such acceleration);


 


(6)           
amend the contractual right expressly set forth in the Indenture and the Notes of any Holder to institute suit for the enforcement
of any payment of principal, premium, if any, and interest on such Holders’ Notes on or after the due dates therefor;


 


(7)           
modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee
in any manner adverse to the Holders;


 


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


 


(9)           
modify these amending provisions.


 






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Any item of business referred to in this Indenture
requiring the written approval or consent of the Holders may be obtained by means of the affirmative vote of the requisite Holders represented
at a duly constituted meeting of Holders or a resolution in writing of the requisite Holders of Notes then outstanding.


 


The consent of the Holders is not necessary under
this Indenture to approve the particular form of any proposed amendment or waiver. It is sufficient if the consent approves the substance
of the proposed amendment or waiver.


 


After an amendment, supplement or waiver under
this ‎Section 9.2 becomes effective, the Issuer shall send
to each Holder of Notes affected thereby a notice briefly describing such amendment. The failure to give such notice to any or all Holders,
or any defect therein, shall not impair or affect the validity of any amendment, supplement or waiver under this ‎Section
9.2.


 


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 of a Note and every subsequent Holder of a Note
or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on
any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives
written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver
becomes effective in accordance with its terms and thereafter binds every Holder.


 


The Issuers may, but shall not be obligated to,
fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record
date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated
proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more
than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.


 


Section 9.4.         
Notation on or Exchange of Notes.


 


If an amendment or supplement changes the terms
of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation
on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer
in exchange for the Note shall issue and the Trustee, upon receipt of an Issuer Order, shall authenticate a new Note that reflects the
changed terms, but the failure to make the appropriate notation or to issue a new Note shall not affect the validity and effect of such
amendment or supplement.


 


Section 9.5.         
Trustee to Sign Amendments.


 


The Trustee shall sign any amendment or
supplement authorized pursuant to this ‎Article IX if the
amendment or supplement does not adversely affect the rights, duties, powers, liabilities or immunities of the Trustee. If it does,
the Trustee may but need not sign it. In signing any amendment or supplement the Trustee shall receive, and (subject to ‎Section
7.1 hereof) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel, each stating
that the execution of such amendment or supplement is authorized or permitted by this Indenture.


 






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Article
X

NOTE GUARANTEES


 


Section 10.1.     
Note Guarantees.


 


Subject to this ‎Article
X, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or
thereunder, the full and punctual payment of principal of, premium (if any) and interest on the Notes when due, whether at Stated Maturity,
or upon redemption, required repurchase pursuant to ‎Section
4.7 or ‎Section 4.11 hereof, acceleration or otherwise,
and all other monetary obligations owing by the Issuer under this Indenture (including obligations owing to the Trustee) and the Notes
(all the foregoing being hereinafter collectively called the “Obligations”). The Guarantors further agree that the
Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors, and that the Guarantors
will remain bound under this ‎Article X notwithstanding
any extension or renewal of any Obligation. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall
be jointly and severally obligated to promptly pay the same. Each Guarantor agrees that this is a guarantee of payment and not a guarantee
of collection. All payments under each Note Guarantee will be made in U.S. dollars.


 


The Guarantors waive presentation to, demand of
payment from and protest to the Issuer of any of the Obligations and also waive notice of protest for nonpayment. The Guarantors waive
notice of any Default under the Notes or the Obligations. The obligations of the Guarantors hereunder shall not be affected by: (i) the
failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person
under this Indenture, the Notes, the Note Guarantees or any other agreement or otherwise; (ii) any extension or renewal of any Obligation;
(iii) any rescission, waiver, amendment, modification or supplement of any of the terms or provisions of this Indenture (other than this
‎Article X), the Notes, the Note Guarantees or any
other agreement; (iv) the release of security, if any, held by any Holder or the Trustee for the Obligations or any of them; (v) the failure
of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Obligations; (vi) any change in the ownership
of the Issuer; or (vii) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to
any extent vary the risk of the Guarantors or would otherwise operate as a discharge of the Guarantors as a matter of law or equity, except
for payment of the Notes in full.


 


The Guarantors, jointly and severally, further
agree that their Note Guarantees herein constitute a guarantee of payment when due (and not a guarantee of collection) and waive any right
to require that any resort be had by any Holder or the Trustee to security, if any, held for payment of the Obligations.


 






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The obligations of the Guarantors hereunder shall
not be subject to any reduction, limitation, impairment or termination for any reason (except to the extent provided in ‎Section
10.2 hereof), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense,
setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations
or otherwise.


 


The Guarantors, jointly and severally, further
agree that their Note Guarantees herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization
of the Issuer or otherwise.


 


In furtherance of the foregoing and not in limitation
of any other right which any Holder or the Trustee has at law or in equity against the Guarantors by virtue hereof, upon the failure of
the Issuer to pay any Obligation when and as the same shall become due, whether at Stated Maturity, upon redemption, required repurchase,
acceleration or otherwise, the Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or
cause to be paid, in cash, to the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued
and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Obligations of the
Issuer to the Holders and the Trustee.


 


The Guarantors, jointly and severally, agree that,
as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations may
be accelerated as provided in ‎Article VI for the
purposes of the Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect
of the Obligations, and (y) in the event of any declaration of acceleration of such Obligations as provided in ‎Article
VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of
this ‎Section 10.1.


 


The Guarantors, jointly and severally, also agree
to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing
any rights under this ‎Section 10.1.


 


The Note Guarantee issued by any Guarantor shall
be a general senior unsecured obligation of such Guarantor and shall be pari passu in right of payment with all existing and future senior
Indebtedness of such Guarantor, if any.


 


Section 10.2.     
Limitation on Liability.


 


Each Guarantor, and by its acceptance of
Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not
constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act, the Fraudulent Preferences Act (Alberta), the Statute of Elizabeth or any similar federal, provincial or
state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the
Guarantors hereby irrevocably agree that the obligations of each Guarantor will be limited to the maximum amount that will, after
giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this ‎Article
X, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or
conveyance.


 






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Section 10.3.     
Execution and Delivery of Note Guarantee.


 


To evidence its Note Guarantee set forth in ‎Section
10.1, each Guarantor hereby agrees that this Indenture (or a supplemental indenture substantially in form of Exhibit D hereof)
will be executed on behalf of such Guarantor by one of its Officers.


 


Each Guarantor hereby agrees that its Note Guarantee
set forth in ‎Section 10.1 will remain in full force and
effect notwithstanding any absence of a notation of such Note Guarantee on any Note.


 


If an officer whose signature is on this Indenture
(or a supplemental indenture substantially in form of Exhibit D hereof) no longer holds that office at the time the Trustee authenticates
a Note, the Note Guarantee of such Guarantor shall be valid nevertheless.


 


The delivery of any Note by the Trustee, after
the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the
Guarantors.


 


In the event that the Issuer or any of its Restricted
Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date, the Issuer shall comply with the provisions of ‎Section
4.9 hereof and this ‎Article X, to the extent
applicable.


 


Section 10.4.     
Successors and Assigns.


 


Except as otherwise provided in ‎Section
10.9 hereof, this ‎Article X shall be binding
upon the Guarantors and their successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights in accordance with the terms of this Indenture by any Holder or the
Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested
in such transferee or assignee, all subject to the terms and conditions of this Indenture, the Notes and the Note Guarantees.


 


Section 10.5.     
No Waiver.


 


Neither a failure nor a delay on the part of either
the Trustee or the Holders in exercising any right, power or privilege under this ‎Article
X shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative
and not exclusive of any other rights, remedies or benefits which either may have under this ‎Article
X at law, in equity, by statute or otherwise.


 






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Section 10.6.     
Right of Contribution.


 


Each Guarantor hereby agrees that to the extent
that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to
seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment.
Each Guarantor’s right of contribution shall be subject to the terms and conditions of this ‎Article
X. The provisions of this ‎Section 10.6 shall in no respect
limit the obligations and liabilities of any Guarantor to the Trustee and the Holders and each Guarantor shall remain liable to the Trustee
and the Holders for the full amount guaranteed by such Guarantor hereunder.


 


Section 10.7.     
No Subrogation.


 


Notwithstanding any payment or payments made by
any of the Guarantors hereunder, no Guarantor shall be entitled to exercise any rights of subrogation it may have to any of the rights
of the Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held
by the Trustee or any Holder for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution
or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing
to the Trustee and the Holders by the Issuer on account of the Obligations are paid in full. If any amount shall be paid to any Guarantor
on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held
by such Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt
by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the
Trustee, if required), to be applied against the Obligations.


 


Section 10.8.     
Benefits Acknowledged.


 


Each Guarantor acknowledges that it will receive
direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by
it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.


 


Section 10.9.     
Modification.


 


No modification, amendment or waiver of any provision
of this ‎Article X, nor the consent to any departure
by the Guarantors therefrom, shall in any event be effective unless the same shall be made in accordance with ‎Article
IX hereof. No notice to or demand on the Guarantors in any case shall entitle the Guarantors to any other or further notice or demand
in the same, similar or other circumstances.


 


Section 10.10. 
Release of Note Guarantees.


 


(a)              
A Guarantor will be released from its obligations under its Note Guarantee upon the occurrence of any of the following:


 






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(1)            in
the event of (i) a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of consolidation,
merger, amalgamation, dividend, distribution or otherwise, to a Person that is not (either before or after giving effect to such
transaction) the Issuer or a Restricted Subsidiary, provided that upon the completion of such sale or other disposition, such
Guarantor ceases to exist, or (ii) a sale or other disposition of the Capital Stock of such Guarantor such that it ceases to be a
Restricted Subsidiary, in the case of each of the foregoing clauses (i) and (ii) to the extent that such sale or other disposition
is permitted under this Indenture;


 


(2)           
the release or discharge of the guarantee by, or direct obligation of, such Guarantor with respect to its obligations under the
Term Loan Credit Agreement, except a discharge or release by or a result of payment under such guarantee or direct obligation;


 


(3)           
if such Guarantor is designated as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, upon
the effectiveness of such designation;


 


(4)           
upon payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes; or


 


(5)           
upon the Issuer exercising its legal defeasance or covenant defeasance option in accordance with ‎Section
8.1(b) hereof or the Issuer’s obligations under this Indenture otherwise being discharged in accordance with the terms of this
Indenture.


 


(b)             
Upon delivery by the Issuer to the Trustee of an Officer’s Certificate stating that any of the conditions described in Sections
‎10.10(a)(1) through (a)‎(5)
has occurred, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Issuer in order to evidence
the release of any Guarantor from its obligations under its Note Guarantee and this Indenture.


 


Article
XI


[Reserved]


 


Article
XII


MISCELLANEOUS


 


Section 12.1.     
Notices.


 


Any notice or communication shall be in writing
in the English language and delivered in person or mailed by first-class mail, facsimile or overnight air courier guaranteeing next day
delivery, addressed as follows (unless the Issuer and the Trustee agree to another method of delivery):


 






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if to the Issuer or the Guarantors:


 


GFL Environmental Inc.


100 New Park Place, Suite 500


Vaughan, Ontario L4K 0H9


Canada


 


Attention: Patrick Dovigi


Email: pdovigi@gflenv.com


Facsimile: (416) 673-9385


 


if to the Trustee:


 


Computershare Trust Company, N.A.


6200 S. Quebec St.


Greenwood Village, CO 80111


Attention: Corporate Trust Department – GFL


Email: corporate.trust@computershare.com; jerry.urbanek@computershare.com


Facsimile: (303) 262-0608


 


with a copy to:


 


Computershare Trust Company, N.A.


480 Washington Boulevard, Jersey City, NJ 07310


Attention: General Counsel


Facsimile: (201) 680-4610


 


The Issuer or the Guarantors, by notice to the
Trustee, or the Trustee by notice to the Issuer and the Guarantors, may designate additional or different addresses for subsequent notices
or communications.


 


Any notice or communication to a Holder shall be
delivered to the Holder at the Holder’s address as it appears on the registration books of the Registrar by first class mail, certified
or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Notwithstanding any other provisions of this Indenture or any Note, where this Indenture or any Note provides for
notice of any event (including any notice of redemption) to a Holder of a Global Note (whether by mail or otherwise), such notice shall
be sufficiently given if given to the Depositary for such Note (or its designee) pursuant to the customary procedures of such Depositary.


 


All notices and communications shall be deemed
to have been duly given; at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail,
postage prepaid, if mailed; (other than those sent to Holders) when confirmation is received, if facsimiled; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.


 


Failure to deliver a notice or communication to
a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is delivered
in the manner provided above, it is duly given, whether or not the addressee receives it.


 






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Section 12.2.     
Communication by Holders with Other Holders.


 


Holders may communicate with other Holders with
respect to their rights under this Indenture or the Notes pursuant to the Trust Indenture Act Section 312(b) with the same effect as if
this Indenture were qualified under the Trust Indenture Act.


 


Section 12.3.     
Certificate and Opinion as to Conditions Precedent.


 


Upon any request or application by the Issuer to
the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee: (i) an Officer’s
Certificate (which shall include the statements set forth in ‎Section
12.4 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with; and (ii) an Opinion of Counsel (which shall include the statements set forth in ‎Section
12.4 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 


Section 12.4.     
Statements Required in Certificate or Opinion.


 


Each certificate or opinion with respect to compliance
with a covenant or condition provided for in this Indenture shall include: (i) a statement that the individual making such certificate
or opinion has read such covenant or condition; (ii) 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; (iii) a statement that, in the opinion of such
individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or
not such covenant or condition has been complied with; and (iv) a statement as to whether or not, in the opinion of such individual, such
covenant or condition has been complied with.


 


Section 12.5.     
When Notes Disregarded.


 


In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Issuer shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing, only
Notes outstanding at the time shall be considered in any such determination.


 






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Section 12.6.     
Legal Holidays.


 


A “Legal Holiday” is a day that
is not a Business Day. Notwithstanding any other provisions of this Indenture, the Notes or the Note Guarantees, if a payment date is
a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening
period. If a record date is a Legal Holiday, the record date shall not be affected.


 


Section 12.7.     
Governing Law; Submission to Jurisdiction.


 


(a)           
 THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.


 


(b)           
The Issuer, each of the Guarantors and the Trustee agree that any suit, action or proceeding arising out of or based upon this
Indenture, the Notes or the Note Guarantees may be instituted in any State or U.S. federal court located in The City of New York and County
of New York, and waives any objection that such party may now or hereafter have to the laying of venue of any such proceeding, and irrevocably
submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding.


 


(c)           
The Issuer and each Guarantor incorporated, formed or otherwise organized outside of the United States (the “Foreign Guarantors”)
has appointed GFL Environmental Holdings (US), Inc., located at 26999 Central Park Blvd., Suite 200, Southfield, Michigan 48076 as their
authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based
on this Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby or thereby that may be instituted in any federal
or state court in the Borough of Manhattan in the City of New York, New York, expressly consents to the jurisdiction of any such court
in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such
appointment shall be irrevocable. The Issuer represents and warrants that its Authorized Agent has agreed to act as such agent for service
of process and agrees to take any and all action, including the filing of any and all documents and instruments, which may be necessary
to continue such appointment in full force and effect as stated above. Service of process upon the Issuer’s Authorized Agent and
written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer. Service
of process upon a Foreign Guarantor’s Authorized Agent and written notice of such service to such Foreign Guarantor shall be deemed,
in every respect, effective service of process upon such Foreign Guarantor.


 


Section 12.8.     
Waiver of Jury Trial.


 


EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 12.9.     
Force Majeure.


 


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


 






    135 


     


    

 


Section 12.10.   
No Personal Liability of Directors, Officers, Employees and Shareholders.


 


No past, present or future director, officer, employee,
incorporator, member, partner, trustee, beneficiary or shareholder of the Issuer, any Guarantor or any of their Affiliates, as such, will
have any liability for any obligations of the Issuer or any Guarantor under the Notes, this Indenture, or the Note Guarantees, or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases
all such liability. The waiver and release are part of the consideration for issuance of the Notes.


 


Section 12.11.   
Successors.


 


All agreements of the Issuer and (except as otherwise
provided in ‎Section 10.9 hereof) the Guarantors in this Indenture,
the Notes and the Note Guarantees shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its
successors.


 


Section 12.12.   
Multiple Originals; Counterparts.


 


The parties may sign any number of copies of this
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to
prove this Indenture. This Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument.
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. 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.


 


Section 12.13.   
Severability.


 


In case any provision in this Indenture or in the
Notes or the Note Guarantees is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
will not in any way be affected or impaired thereby.


 


Section 12.14.   
Table of Contents; Headings.


 


The table of contents, cross-reference sheet and
headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered
a part hereof and shall not modify or restrict any of the terms or provisions hereof.


 






    136 


     


    

 


Section 12.15.   
No Adverse Interpretation of Other Agreements.


 


This Indenture may not be used to interpret any
other indenture, loan or debt agreement of the Issuer or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement
may not be used to interpret this Indenture.


 


Section 12.16.   
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 the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by agents duly appointed in writing, and may be given or obtained in connection with a purchase of, or tender offer or exchange
offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this ‎Section
12.16.


 


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


 


(c)           
Notwithstanding anything to the contrary contained in this ‎Section 12.16,
the principal amount and serial numbers of Notes held by any Holder, and the date of holding the same, shall be proved by the register
of the Notes maintained by the Registrar as provided in ‎Section 2.3.


 


(d)            If
the Issuer shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the
Issuer may, at its option, by or pursuant to a resolution of its 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 Issuer shall have no obligation to do so. Such record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in
connection therewith or the date of the most recent list of Holders forwarded to the Trustee prior to such solicitation pursuant to ‎Section
2.5 and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders
of the requisite proportion of the then 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 then outstanding Notes shall be computed as
of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be
deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after
the record date.


 






    137 


     


    

 


(e)          
Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every
future Holder of the same Note and the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or
in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether
or not notation of such action is made upon such Note.


 


(f)           
Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may
do so itself 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.


 


(g)           
For purposes of this Indenture, any action by the Holders which may be taken in writing may be taken by electronic means or as
otherwise reasonably acceptable to the Trustee.


 


Section 12.17.   
Indemnification for Non-U.S. Dollar Currency Judgments.


 


(a)           
The obligations of the Issuer or any Guarantor to any Holder of Notes or the Trustee shall, notwithstanding any judgment in a currency
(the “Judgment Currency”) other than U.S. dollars (the “Agreement Currency”), be discharged only
to the extent that on the first Business Day following receipt by such Holder of Notes or the Trustee, as the case may be, of any amount
in the Judgment Currency, such Holder of Notes or the Trustee may in accordance with normal banking procedures purchase the Agreement
Currency with the Judgment Currency in New York, New York. If the amount of the Agreement Currency that could be so purchased is less
than the amount originally to be paid to such Holder of Notes or the Trustee, as the case may be, in the Agreement Currency, the Issuer
and each Guarantor agrees, as a separate obligation and notwithstanding such judgment, to pay to such Holder of Notes or the Trustee,
as the case may be, the difference, and if the amount of the Agreement Currency that could be so purchased exceeds the amount originally
to be paid to such Holder of Notes or the Trustee, as the case may be, such Holder of Notes or the Trustee, as the case may be, agrees
to pay to or for the account of the Issuer such excess, provided that such Holder of Notes or the Trustee, as the case may be, shall not
have any obligation to pay any such excess as long as a default by the Issuer or any Guarantor in its obligations in respect of its obligations
to pay when due any principal of, or interest, premium, if any, liquidated damages, if any, or Additional Amounts, if any, on the Notes,
or any other amounts due under this Indenture or the Note Guarantees has occurred and is continuing, in which case such excess may be
applied by such Holder of Notes or the Trustee, as the case may be, to such payment obligations.


 


(b)            The
provisions of this ‎Section 12.17 shall apply irrespective of any
indulgence granted to the Issuer or any Guarantor from time to time and shall continue in full force and effect notwithstanding any
payment by or on behalf of the Issuer or any Guarantor, and any amount due from the Issuer under this ‎Section
12.17 will be due as a separate payment and shall not be affected by any judgment obtained or claims made for any other sums due
under or in respect of this Indenture.


 






    138 


     


    

 


Section 12.18.   
Interest Act (Canada)


 


Solely for purposes of disclosure under the Interest
Act (Canada), the yearly rate of interest to which interest is calculated under a Note for any period in any calendar year (the “Calculation
Period”) is equivalent to the rate payable under a Note in respect of the Calculation Period multiplied by a fraction the numerator
of which is the actual number of days in such calendar year and the denominator of which is the actual number of days in the Calculation
Period.


 


[Signatures on following pages]


 






    139 


     


    

 


IN WITNESS WHEREOF, the parties have caused this
Indenture to be duly executed as of the date first written above.


 


	 	GFL ENVIRONMENTAL INC.
	 	 
	 	By:  	 /s/ Patrick Dovigi
	 	 	Name:  	Patrick Dovigi
	 	 	Title:  	President and Chief Executive Officer





 


	2289587 Alberta ULC
	2313159 Alberta ULC
	2779572 Ontario Inc.
	2779573 Ontario Inc.
	2779574 Ontario Inc.
	6ish Holdings, Inc.
	Alpine Disposal, Inc.
	American Waste Transfer Station, LLC
	American Waste, Inc.
	American Waste, LLC
	Arbor Hills Landfill, Inc.
	Bestway Recycling, Inc.
	Black Creek Renewable Energy, LLC
	Chestnut Valley Landfill, LLC
	Cobb County Transfer Station, LLC
	County Recycling, LLC
	County Waste of Fredericksburg, LLC
	County Waste of Pennsylvania, LLC
	County Waste of Virginia, LLC
	County Waste Southwest Virginia, LLC
	County Waste, LLC
	CWV Holdco, Inc.
	Diller Transfer Station, LLC
	Eagle Bluff Landfill, Inc.
	Eagle Point Landfill, LLC
	Eagle Ridge Landfill, LLC
	EMA Development, LLC
	Emerald Park Landfill, LLC
	Emerald Waste Services, LLC
	ETC of Georgia, LLC
	EWS Central Florida Hauling, LLC
	Five Part Development, LLC
	Fort Bend Regional Landfill, L.P.
	GFL Environmental Holdings (US), Inc.



 


[Signature Page to Indenture]


 






     


     


    

 


	GFL Environmental Inc. 2021
	GFL Environmental Real Property, Inc.
	GFL Environmental Services USA, Inc.
	GFL Environmental USA Inc.
	GFL Everglades Holdings LLC
	GFL Holdco (US), LLC
	GFL Illinois LLC
	GFL Infrastructure Group Inc.
	GFL Muskego LLC
	GFL Pennsylvania LLC
	GFL Slim Jim 2, LLC
	GFL Slim Jim 3, LLC
	GFL Slim Jim 4, LLC
	GFL Slim Jim 5, L.P.
	GFL Solid Waste Midwest LLC
	GFL Solid Waste Southeast LLC
	GFL US 7, L.P.
	GFL US 8, LLC
	Glacier Ridge Landfill, LLC
	Grace Disposal Systems, L.L.C.
	Greentree Landfill, LLC
	Gwinnett Transfer Station, LLC
	Haw River LandCo, LLC
	Hazar-Bestos Corporation
	Hickory Meadows Landfill, LLC
	J&E Recycling, LLC
	Jones Sanitation, L.L.C.
	L&L Disposal, LLC
	Lakeway LandCo, LLC
	Lakeway Sanitation & Recycling C&D, LLC
	Lakeway Sanitation & Recycling MSW, LLC
	Land & Gas Reclamation, Inc.
	Laurens County Landfill, LLC
	Mallard Ridge Landfill, Inc.
	Mead Holdings, LLC
	Mobile Transfer Station, LLC
	Montgomery Transfer Station, LLC
	Mountain States Packaging, LLC
	Mountainview Landfill, Inc.
	N.E. Land Fill, LLC
	North Andrews Employment Park, LLC
	Northeastern Environmental, LLC
	Northeastern Exploration, Inc.
	Northern A-1 Industrial Services, L.L.C.
	Opelika Transfer Station, LLC
	Pauls Valley Landfill, LLC



 


[Signature Page to Indenture]


 






     


     


    

 


	Ponderosa Landco, LLC
	Red Rock Disposal, LLC
	Renewable Energy - Eagle Point, LLC
	Rolling Hills Landfill, Inc.
	Ruffino Hills Transfer Station, L.P.
	Safeguard Landfill Management, LLC
	Sampson County Disposal, LLC
	Sandy Run Landfill, LLC
	Seven Mile Creek Landfill, LLC
	Smyrna Transfer Station, LLC
	Soil Safe of California, Inc.
	Soil Safe, Inc.
	Sooner Waste, L.L.C.
	South Andrews Employment Park, LLC
	Southeastern Disposal, LLC
	Southern Alleghenies Landfill, Inc.
	Stone’s Throw Landfill, LLC
	Sunshine Recycling, Inc.
	SWD Specialities, LLC
	Tallassee Waste Disposal Center, Inc.
	Town & Country Disposal Solid Waste Transfer Station, LLC
	Town & Country Recycling, LLC
	Town And Country Disposal of Western Missouri, LLC
	TransWaste Services, LLC
	Turkey Trot Landfill, LLC
	V.F. Waste Services, LLC
	Wake County Disposal, LLC
	Wake Reclamation, LLC
	Waste Corporation of Arkansas, LLC
	Waste Corporation of Kansas, LLC
	Waste Corporation of Missouri, LLC
	Waste Corporation of Tennessee, LLC
	Waste Corporation of Texas, L.P.
	Waste Industries Atlanta, LLC
	Waste Industries of Delaware, LLC
	Waste Industries of Maryland, LLC
	Waste Industries of Pennsylvania, LLC
	Waste Industries of Tennessee, LLC
	Waste Industries USA, LLC
	Waste Industries, LLC
	Waste Services of Decatur, LLC
	WCA – Kansas City Transfer, LLC
	WCA Management Company, LP
	WCA Management General, Inc.



 


[Signature Page to Indenture]


 






     


     


    

 


	WCA Management Limited, Inc.
	WCA of Alabama, L.L.C.
	WCA of Central Florida, Inc.
	WCA of Chickasha, LLC
	WCA of Florida, LLC
	WCA of Oklahoma, LLC
	WCA of St. Lucie, LLC
	WCA Texas Management General, Inc.
	WCA Waste Corporation
	WCA Waste Systems, Inc.
	Welcome All Transfer Station, LLC
	Wexford County Landfill, LLC
	Wexford Water Technologies, LLC
	WI Burnt Poplar Transfer, LLC
	WI High Point Landfill, LLC
	WI Shiloh Landfill, LLC
	WI Taylor County Disposal, LLC
	Wilmington LandCo, LLC
	Wrangler Holdco Corp.
	WRH Gainesville Holdings, LLC
	WRH Gainesville, LLC
	WRH Orange City, LLC
	Zion Landfill, Inc.




 


	 	By:  	 /s/ Patrick Dovigi
	 	 	Name:  	Patrick Dovigi
	 	 	Title:  	 President




 


[Signature Page to Indenture]


 






     


     


    

 


	 	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
	 	 
	 	By:  	 /s/ Jerry Urbanek
	 	 	Name:  	Jerry Urbanek
	 	 	Title:  	Corporate Trust Manager, Trust Officer




 








[Signature Page to Indenture]


 






     


     


    

 



 


 


EXHIBIT A


 


[FACE OF NOTE]


 


[Insert the Global Note Legend, if applicable pursuant
to the provisions of the Indenture]


 


[Insert the Private Placement Legend, if applicable
pursuant to the provisions of the Indenture]


 


[Insert the ERISA Legend]


 


[Insert the Canadian Legend, if applicable pursuant
to the provisions of the Indenture]


 






    A-1 


     


    

  


GFL ENVIRONMENTAL INC.


 


[RULE 144A][REGULATION S] [GLOBAL] NOTE

Representing [up to]

US$[___________]

4.750% SENIOR NOTES DUE 2029


 


CUSIP NO. 36168Q AN41


 


C39217 AM32


 


	No.	Initial Principal Amount US$




 


GFL ENVIRONMENTAL INC., a corporation organized
under the laws of the Province of Ontario, promises to pay to                                 ,
or registered assigns, the principal sum of                 U.S.
dollars on June 15, 2029 [, or such other principal amount as is indicated on the attached schedule]3.


 


Interest Payment Dates: June 15 and December 15,
commencing December 15, 2021.


 


Record Dates: June 1 and December 1.


 


Additional provisions of this Note are set forth
on the other side of this Note.


 


 






1 For Securities sold in reliance on
Rule 144A.


 


2 For Securities sold in reliance on
Regulation S.


 


3 For Global Securities.


 






    A-2 


     


    

 


IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed. Dated:               , 20


 


	 	GFL ENVIRONMENTAL INC.
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    A-3 


     


    

 


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


 


Dated:             ,
20


 


	 	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    A-4 


     


    

 


[BACK OF NOTE]

GFL ENVIRONMENTAL INC.

4.750% SENIOR NOTES DUE 2029


 


Capitalized terms used herein have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


 


1.       Interest.
GFL Environmental Inc., a corporation organized under the laws of the Province of Ontario (such Person, and its respective successors
and assigns under the Indenture hereinafter referred to, being herein called the “Issuer”), promises to pay interest
on the outstanding principal amount of this Note at the rate of 4.750% per annum from June 8, 20214
until maturity. The Issuer will pay interest semi-annually in arrears on June 15 and December 15 of each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”); provided,
that the first Interest Payment Date will be December 15, 2021. Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest will accrue from such next succeeding Interest Payment Date. The Issuer will pay, to the extent lawful,
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at the
rate then in effect; it will pay, to the extent lawful, 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 same rate
as on overdue principal. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Solely for purposes of disclosure
under the Interest Act (Canada), the yearly rate of interest to which interest is calculated under a Note for any period in any calendar
year (the “Calculation Period”) is equivalent to the rate payable under a Note in respect of the Calculation Period
multiplied by a fraction the numerator of which is the actual number of days in such calendar year and the denominator of which is the
actual number of days in the Calculation Period.


 


2.       Method
of Payment. The Issuer will pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders of
Notes at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.11 of the Indenture
with respect to Defaulted Interest. The Notes will be payable as to principal, premium, if any, and interest by, in the case of
Notes represented by the Global Notes, wire transfer of immediately available funds to the accounts specified by The Depository
Trust Company or its nominee and, in the case of Definitive Notes, wire transfer of immediately available funds to the accounts
specified by the Holders of the Notes or, if no such account is specified, by mailing a check to each such Holder at its address set
forth in the register of Holders. Such payment will be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. Holders must surrender their Notes to the Paying Agent to collect
payments of principal and premium, if any.


 


 






1 In the case of Notes issued on the Issue Date.


 






    A-5 


     


    

 


3.       Paying
Agent and Registrar. Initially, Computershare Trust Company, N.A. will act as Paying Agent and Registrar. The Issuer may appoint and
change any Paying Agent or Registrar without prior notice to any Holder, and the Issuer or any of its Subsidiaries may act as Paying Agent
or Registrar, all in accordance with the Indenture.


 


4.       Indenture.
The Issuer issued the Notes under an Indenture, dated as of June 8, 2021 (as amended, supplemented or otherwise modified from time to
time, the “Indenture”), among the Issuer, the Guarantors and Computershare Trust Company, N.A., as the Trustee. The
Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. 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 (to
the extent permitted by law). The Notes are unsecured obligations of the Issuer. The Issuer initially has issued US$750,000,000 in aggregate
principal amount of Notes. The Issuer may issue Additional Notes under the Indenture, subject to ‎Section
4.3 of the Indenture.


 


5.       Optional
Redemption.


 


(a)       On
or after June 15, 2024, the Issuer may, on any one or more occasions, redeem all or a part of the Notes at any time or from time to time,
at the Redemption Prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any,
on the Notes redeemed, 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 an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the twelve-month
period beginning on June 15 of the years indicated below:


 


	Year	 	Percentage	 
	2024	 	 	102.375	%
	2025	 	 	101.188	%
	2026 and thereafter	 	 	100.000	%



 


(b)       At
any time prior to June 15, 2024, the Issuer may on any one or more occasions redeem up to an aggregate of 40% of the aggregate principal
amount of Notes (including, for greater certainty, any Additional Notes) then outstanding under the Indenture at a Redemption Price (as
calculated by the Issuer) equal to (i) 104.750% of the aggregate principal amount thereof, with an amount equal to or less than the net
cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer plus
(ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date (subject to the right of Holders of record on
the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date); provided that:
(1) at least 50% of the aggregate principal amount of the Notes originally issued under the Indenture on the Issue Date remain outstanding
immediately after the occurrence of such redemption (but excluding any Additional Notes issued under the Indenture after the Issue Date);
and (2) each such redemption occurs within 180 days of the date of the closing of any such Equity Offering.


 






    A-6 


     


    

 


(c)       In
addition, at any time prior to June 15, 2024, the Issuer may on any one or more occasions redeem all or a part of the Notes at a Redemption
Price equal to the sum of: (i) 100% of the principal amount thereof, plus (ii) the Applicable Premium at the Redemption Date, plus (iii)
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).


 


(d)       If,
as a result of:


 


		(1)	any amendment to, or change in, the laws or treaties (or regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction
which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does not become a Relevant Taxing
Jurisdiction until a later date, such later date); or



 


		(2)	any amendment to, or change in, the existing official position or the introduction of an official position regarding the application,
interpretation, administration or assessing practices of any such laws, regulations or rulings of any Relevant Taxing Jurisdiction, or
a judicial decision rendered by a court of competent jurisdiction (whether or not made, taken or reached with respect to the Issuer or
any of the Guarantors) which is announced and becomes effective on or after the Issue Date (or, where a jurisdiction in question does
not become a Relevant Taxing Jurisdiction until a later date, such later date),



 


the Issuer or any Guarantor has become or will
become obligated to pay, on the next date on which any amount would be payable with respect to the Notes or a Note Guarantee, as applicable,
Additional Amounts or indemnification payments as described under Section 4.21 of the Indenture with respect to the Relevant Taxing Jurisdiction,
which payment the Issuer or the Guarantor cannot avoid with the use of reasonable measures available to it (including making payment through
a paying agent located in another jurisdiction), then the Issuer may, at its option, redeem all but not less than all of the Notes, upon
not more than 60 days’ notice prior to the earliest date on which the Issuer or a Guarantor, as applicable, would be required to
pay such Additional Amounts or indemnification payments, at a redemption price of 100% of their principal amount, plus accrued and unpaid
interest, if any, to the redemption date. Prior to the giving of any notice of redemption described in Section 3.8 of the Indenture, the
Issuer will deliver to the Trustee a written opinion of independent legal counsel to the Issuer or the Guarantor, as applicable, of recognized
standing to the effect that the Issuer or the Guarantor, as applicable, has or will become obligated to pay such Additional Amounts or
indemnification payments as a result of an amendment or change as set forth in Section 3.8 of the Indenture.


 


(e)       The
Issuer may redeem all of the Notes that remain outstanding, at the Redemption Price and subject to the terms and conditions, set forth
in ‎Section 4.11(i) of the Indenture.


 


Unless the Issuer defaults in the payment of the
redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.


 


Except as set forth in paragraph 6, the Issuer
is not required to make mandatory redemption or sinking fund payments with respect to the Notes.


 






    A-7 


     


    

 


6.       Mandatory
Redemption.


 


Except as provided in the Indenture, the Issuer
shall not be required to make any mandatory 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 US$2,000 and integral multiples of
US$1,000 in excess thereof. The Issuer shall notify the Trustee and any Holder promptly of a change to the minimum denomination of any
Notes. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar or the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to
pay any tax or similar charge or other fee required by law and payable in connection therewith or permitted by the Indenture. The Issuer
is not required to exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part. Also, the Issuer is not required to exchange or register the transfer of any Notes for a period
of 15 days before the day of any selection of Notes to be redeemed or during the period between a record date and the corresponding Interest
Payment Date.


 


8.       Persons
Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. Only registered Holders shall have rights
hereunder.


 


9.       Amendment,
Supplement and Waiver. Subject to certain exceptions, the Indenture and the Notes may be amended or supplemented with the written
consent of the Holders of at least a majority in outstanding principal amount of the Notes, and any existing Default or compliance with
any provision of the Indenture or the Notes may be waived with the written consent of the Holders of at least a majority in outstanding
principal amount of the Notes. Without the consent of any Holder of a Note, the Indenture, the Note Guarantees or the Notes may be amended
or supplemented with respect to certain matters specified in the Indenture.


 


10.       Defaults.
If an Event of Default shall occur and be continuing, the principal of all the Notes may be declared (or will become) due and payable
in the manner and with the effect provided in the Indenture.


 


11.       Defeasance.
The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Issuer on this Note and (ii) certain restrictive
covenants and the related Events of Default, subject to compliance by the Issuer with certain conditions set forth in the Indenture, which
provisions apply to this Note.


 


12.       Note
Guarantees. The Issuer’s obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the
Guarantors.


 


13.       Authentication.
This Note will not be valid until authenticated by the manual signature of the Trustee or an Authenticating Agent.


 






    A-8 


     


    

 


14.       Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform
Gifts to Minors Act).


 


15.       Governing
Law. THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.


 


16.       CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP, ISIN or similar 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 Issuer will furnish to any Holder upon written
request and without charge a copy of the Indenture.** Requests may be made to:


 


GFL Environmental Inc.

100 New Park Place, Suite 500

Vaughan, Ontario L4K 0H9

Canada

Attention: Patrick Dovigi


 


 






* Delete for Additional Securities.


 






    A-9 


     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


	(I) or (we) assign and transfer this Note to:	
	 	(Insert assignee’s legal
name)







 


 


	 
	(Insert assignee’s soc. sec. or tax I. D. no.)


 


 


 


	 
	 
	 
	 
	(Print or type assignee’s name, address and zip code)


 


 


	and irrevocably appoint	
	 	 







to transfer this Note on the books of the Issuer. The agent may substitute
another to act for him.


 


	Date:	 	Your Signature:	 
	 	 	 	 
	 	 	 	(Sign exactly as your name appears on the face of this
Note)


 


Signature Guarantee:**__________________


 


 






*         Participant in a
recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 






    A-10 


     


    

 


Option of Holder to Elect Purchase


 


If you want to elect to have this Note purchased
by the Issuer pursuant to ‎Section 4.7 or ‎Section
4.11 of the Indenture, check the appropriate box below:


 


	 ̈	Section 4.7	 ̈	‎Section 4.11




 


If you want to elect to have only part of this
Note purchased by the Issuer pursuant to ‎Section 4.7 or ‎Section
4.11 of the Indenture, state the amount you elect to have purchased:


 


$______________


 


	Date:	Your Signature:	 
	 	 	 
	 	 	(Sign exactly as your name appears on the face of this Note)




 


Tax Identification No.:___________________


 


 


If Note is held through a custodian, name of the custodian through
which the Note is held:


 


Name of Beneficial Holder: ___________________________________________


 


DTC Custodian’s Name: _____________________________________________


 


DTC Custodian’s Participant Number:_______________


 


Custodian Contact Name: ______________________________________

Address:

Phone Number:

Email Address:


 


 


Signature Guarantee:** __________


 


 






*        
     Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
program acceptable to the Trustee).


 






    A-11 


     


    

 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE
GLOBAL NOTE


 


The initial outstanding principal amount of this
Global Note is US$___________. The following increases or decreases in this Global Note have been made:


 


	
    Date of Exchange
	
    Amount of
    Decrease in Principal Amount of this Global Note
	
    Amount of
    Increase in Principal Amount of this Global Note
	
    Principal
    Amount of this Global Note Following such Decrease or Increase
	
    Signature
    of Authorized Officer of Trustee or Notes Custodian

	 	 	 	 	 


 






    A-12 


     


    

 






 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


GFL Environmental Inc.

100 New Park Place, Suite 500

Vaughan, Ontario L4K 0H9


Canada


 


Computershare Trust Company, N.A.

6200 S. Quebec St.

Greenwood Village, CO 80111

Attention: Corporate Trust Department – GFL


 


Re: GFL Environmental Inc. 4.750% Senior Notes due 2029


 


CUSIP


 


Reference is hereby made to the Indenture, dated
as of June 8, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among GFL Environmental
Inc. (the “Issuer”), the guarantors named therein and Computershare Trust Company, N.A., as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Indenture.


 


                     ,
(the “Transferor”) owns and proposes to transfer the Note[s] or beneficial interest in such Note[s] in the principal
amount of $             (the “Transfer”), to           (the
 “Transferee”). In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


1.    ̈   Check
if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred
to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or
for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account
is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A,
and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation
of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted
Definitive Note and in the Indenture and the Securities Act.


 






    B-1


     


    

 


2.    ̈   Check
if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to
Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x)
at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on
or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf
knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention
of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan
or scheme to evade the registration requirements of the Securities Act and (iv) if the Transfer is being made prior to the expiration
of the Restricted Period, the Transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the Transfer in accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Regulation
S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.


 


3.    ̈   Check
if Transferee will take delivery of a beneficial interest in a Restricted Global Note or a Restricted Definitive Note pursuant to any
provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act (other than Rule 144A or Regulation S) and any applicable blue sky securities laws of any state of the United
States.


 


4.    ̈   
Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive
Note.


 


(a)    ̈ Check
if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture.


 


(b)    ̈  
 Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule
903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.


 






    B-2


     


    

 


(c)    ̈ Check
if Transfer is Pursuant to Other Exemption. (i) The Transfer is requirements of the Securities Act other than Rule 144, Rule 903
or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws
of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend
are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the
Indenture.


 


This certificate and the statements contained herein
are made for your benefit and the benefit of the Issuer.


 





	 	 	 
	 	 
	 	[Insert Name of Transferor]





 


	 	 By:	    
	 	Name:
	 	Title:













 


Dated:


 






    B-3


     


    

 


EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE


 


GFL Environmental Inc.

100 New Park Place, Suite 500

Vaughan, Ontario L4K 0H9

Canada


 


Computershare Trust Company, N.A.

6200 S. Quebec St.

Greenwood Village, CO 80111

Attention: Corporate Trust Department – GFL


 


Re: GFL Environmental Inc. 4.750% Senior Notes due 2029


 


CUSIP


 


Reference is hereby made to the Indenture, dated
as of June 8, 2021 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among GFL Environmental
Inc. (the “Issuer”), the guarantors named therein and Computershare Trust Company, N.A., as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Indenture.


 


, (the “Owner”) owns and proposes
to exchange the Note[s] or beneficial interest in such Note[s] specified herein, in the principal amount of $                   (the
 “Exchange”). In connection with the Exchange, the Owner hereby certifies that:


 


1.       Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note


 


(a)    ̈   Check if Exchange is from beneficial
interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance
with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the
United States.


 






     C-1


     


    

 


(b)    ̈   Check if Exchange is from
beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i)
the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.


 


(c)    ̈   Check if Exchange is from Restricted
Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted
Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and
(iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


(d)    ̈   Check if Exchange is from Restricted
Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for
an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive
Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.


 


2.       Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes


 


(a)    ̈   Check if Exchange is from beneficial
interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities
Act.


 



     C-2


     


    




  


(b)    ̈   Check if Exchange is from
Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the
Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ∄ 144A Global Note, ̈ Regulation S
Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any
applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 


This certificate and the statements contained herein
are made for your benefit and the benefit of the Issuer.


 


		 	 
	 	 
	 	[Insert Name of Transferor]











 


	 	By:	   
	 	Name:
	 	Title:






 





Dated:


 



     C-3


     


    




 


EXHIBIT D


 


FORM OF SUPPLEMENTAL INDENTURE


TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


 


SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of [           ], 20__, among [Name of Subsequent
Guarantor(s)] (the “New Guarantor”), a subsidiary of GFL Environmental Inc., a corporation organized under the laws
of the Province of Ontario [or its permitted successor] (the “Issuer”), the Issuer and Computershare Trust Company,
N.A., a national banking association, as trustee under the Indenture referred to herein (the “Trustee”). The New Guarantor
and the existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a
 “Guarantor.”


 


W I T N E S S E T H


 


WHEREAS, the Issuer and the existing Guarantors
have heretofore executed and delivered to the Trustee an indenture, dated as of June 8, 2021, among the Issuer, the Guarantors named therein
and the Trustee (as further amended, supplemented or otherwise modified from time to time, the “Indenture”), relating
to the 4.750% Senior Notes due 2029 (the “Notes”) of the Issuer;


 


WHEREAS, ‎Section
4.9 of the Indenture in certain circumstances requires the Issuer to cause a Restricted Subsidiary (i) to become a Guarantor by executing
a supplemental indenture and (ii) to deliver an Officer’s Certificate and Opinion of Counsel to the Trustee as provided in such
Section; and


 


WHEREAS, pursuant to ‎Section
9.1 of the Indenture, the Issuer and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement
the Indenture without the consent of any Holder;


 


NOW THEREFORE, to comply with the provisions of
the Indenture and in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:


 


1.       Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


2.       Agreement
to Guarantee. The New Guarantor hereby agrees, jointly and severally, with all other Guarantors, to unconditionally Guarantee to
each Holder and to the Trustee the Obligations, to the extent set forth in the Indenture and subject to the provisions in the Indenture.
The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantees and the Indenture are expressly
set forth in ‎Article X of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Note Guarantees.


 






    D-1 


     


    

 


3.       Execution
and Delivery. The New Guarantor agrees that its Note Guarantee shall remain in full force and effect notwithstanding the absence
of an endorsement of any notation of such Note Guarantee on any Note.


 


4.       Governing
Law. THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES AND THE NOTE GUARANTEES ARE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.


 


5.       Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute
one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute
effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental
Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures
for all purposes.


 


6.       Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


7.       The
Trustee. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed
to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee
subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were
repeated at length herein and made applicable to the Trustee with respect hereto.


 


8.       Benefits
Acknowledged. The New Guarantor’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. The New
Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture
and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Note Guarantee are knowingly made in contemplation
of such benefits.


 


9.       Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall
be bound hereby.


 






    D-2 


     


    




 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed and attested, all as of the date first above written.


 


Dated:, 20__


 


	 	[NEW GUARANTOR]
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    D-3 


     


    




 


	 	GFL ENVIRONMENTAL INC.
	 	By:	 
	 	 	Name:
	 	 	Title:


  


	 	COMPUTERSHARE TRUST COMPANY, N.A., as Trustee
	 	 
	 	Authorized Signatory



 






    D-4