Form 8-K

8-K — IRON MOUNTAIN INC

Accession: 0001104659-26-078307

Filed: 2026-06-26

Period: 2026-06-26

CIK: 0001020569

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — tm2618739d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2618739d1_ex4-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2618739d1_8k.htm · Sequence: 1

false

0001020569

2026-06-26

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC

20549

FORM 8-K

CURRENT REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of

earliest event reported): June 26, 2026

IRON MOUNTAIN INCORPORATED

(Exact Name of Registrant

as Specified in Its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

1-13045

23-2588479

(Commission File Number)

(IRS Employer Identification No.)

New Hampshire Avenue, Suite 150

Portsmouth, New

Hampshire

03801

(Address of Principal Executive Offices)

(Zip Code)

(617) 535-4766

(Registrant’s

Telephone Number, Including Area Code)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of

the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name Of Each

Exchange On Which

Registered

Common Stock, $.01 par value per share

IRM

New York Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01.

Entry into a Material Definitive Agreement.

Issuance of 6.250% Senior Notes due 2035

On June 26, 2026, Iron

Mountain Incorporated (the “Company”) completed a private offering of $1,500,000,000 in aggregate principal amount of 6.250%

Senior Notes due 2035 (the “Notes”), sold at 100.00% of par. The net proceeds from the offering were approximately $1,481.8

million, after deducting discounts to the initial purchasers and estimated offering expenses. The Company intends to use the net proceeds

from the offering of the Notes to repay all or a portion of the outstanding borrowings under the Company’s revolving credit facility

and to pay related fees and expenses, with any remaining proceeds to be used for general corporate purposes.

The Notes were offered and

sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933,

as amended (the “Securities Act”), and to non-United States persons in compliance with Regulation S under the Securities Act.

The Notes have not been registered under the Securities Act or under any state securities law, and may not be offered or sold in the United

States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities

Act and applicable state securities laws.

The Notes were issued under

an indenture, dated as of June 26, 2026 (the “Indenture”), by and among the Company, the Subsidiary Guarantors (as defined

below) and Computershare Trust Company N.A., as trustee.

The Company will pay 6.250%

interest per annum on the principal amount of the Notes, payable semi-annually on January 15 and July 15 of each year. Interest

on the Notes will accrue from June 26, 2026, and the first interest payment date for the Notes will be January 15, 2027. The

Notes will mature on January 15, 2035, unless they are earlier redeemed or repurchased in accordance with the terms set forth in

the Indenture.

The Notes are initially jointly

and severally guaranteed on an unsecured senior basis by the Company’s direct and indirect United States subsidiaries that represent

the substantial majority of its United States operations (the “Subsidiary Guarantors”). The Notes and the guarantees will

be the Company’s and the Subsidiary Guarantors’ general unsecured senior obligations, will be pari passu in right of payment

with all of the Company’s and the Subsidiary Guarantors’ existing and future senior debt and will rank senior in right of

payment to all of the Company’s and the Subsidiary Guarantors’ existing and future subordinated debt. The Notes and the guarantees

are effectively subordinated to the Company’s and the Subsidiary Guarantors’ secured indebtedness, to the extent of the value

of the collateral securing such indebtedness, and structurally subordinated to all liabilities of the Company’s subsidiaries that

do not guarantee the Notes.

Prior to July 15, 2029,

the Company may, at its option, redeem all or a portion of the Notes at the applicable make-whole price set forth in the Indenture. Prior

to July 15, 2029, the Company may, at its option, redeem up to 40% in aggregate principal amount of the Notes with an amount not

greater than the net proceeds of certain equity offerings at the redemption price set forth in the Indenture so long as at least 50% of

the aggregate principal amount of the Notes (originally issued) remains outstanding immediately afterwards. The Company has the option

to redeem all or a portion of the Notes at any time on or after July 15, 2029 at the redemption prices set forth in the Indenture.

Upon certain changes of control, the Company may be required to offer to repurchase the Notes under the terms set forth in the Indenture.

The Indenture provides for

customary “events of default” which could cause, or permit, the acceleration of the Notes. The Indenture contains certain

restrictive covenants, including covenants that restrict the Company’s ability to enter into sale leaseback transactions, create

or permit liens and take certain other corporate actions.

This brief description of

the Notes is qualified in its entirety by reference to the Indenture, attached hereto as Exhibit 4.1, which is incorporated herein

by reference.

This Current Report on Form 8-K

shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities

in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification

under the securities laws of any such state or jurisdiction.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

The information included in

Item 1.01 of this Current Report on 8-K is incorporated into this Item 2.03 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

4.1

Senior Indenture, dated as of June 26, 2026, among the Company, the Subsidiary Guarantors and Computershare Trust Company, N.A., as trustee, relating to the 6.250% Senior Notes due 2035.

104

Cover Page Interactive Data File. (Formatted as Inline XBRL and

contained in Exhibit 101.)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto

duly authorized.

IRON MOUNTAIN INCORPORATED

By:

/s/ Barry Hytinen

Name:

Barry Hytinen

Title:

Executive Vice President and Chief Financial Officer

Date:

June 26, 2026

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2618739d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

EXECUTION VERSION

IRON MOUNTAIN INCORPORATED

AND EACH OF THE SUBSIDIARY GUARANTORS PARTY

HERETO

6.250% SENIOR NOTES DUE 2035

2035 SENIOR NOTES INDENTURE

Dated as of June 26, 2026

COMPUTERSHARE TRUST COMPANY, N.A.

AS TRUSTEE

TABLE OF CONTENTS

Page

ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1

Definitions

Section 1.2

Other

Definitions

Section 1.3

Rules of

Construction

Section 1.4

Financial

Calculations for Limited Condition Transactions

ARTICLE II. THE NOTES

Section 2.1

Form and

Dating

Section 2.2

Execution

and Authentication

Section 2.3

Appointment

of Agents

Section 2.4

Paying

Agent to Hold Money in Trust

Section 2.5

Holder

Lists

Section 2.6

Transfer

and Exchange

Section 2.7

Mutilated,

Destroyed, Lost and Stolen Notes

Section 2.8

Outstanding

Notes

Section 2.9

Treasury

Notes

Section 2.10

Temporary

Notes

Section 2.11

Cancellation

Section 2.12

Defaulted

Interest

Section 2.13

Record

Date

Section 2.14

CUSIP

Number and ISIN Number

Section 2.15

Deposit

of Moneys

ARTICLE III. REDEMPTION

Section 3.1

Selection

of Notes to Be Redeemed

Section 3.2

Notice

of Redemption

Section 3.3

Effect

of Notice of Redemption

Section 3.4

Deposit

of Redemption Price

Section 3.5

Notes

Redeemed in Part

Section 3.6

Optional

Redemption

Section 3.7

Mandatory

Redemption

Section 3.8

Offers

to Purchase

ARTICLE IV. COVENANTS

Section 4.1

Payment

of Principal and Interest

Section 4.2

Reports

Section 4.3

Compliance

Certificate

Section 4.4

Stay,

Extension and Usury Laws

Section 4.5

Corporate

Existence

Section 4.6

Maintenance

of Office or Agency

Section 4.7

Liens

Section 4.8

Limitation

on Sale and Leaseback Transactions

Section 4.9

Additional

Note Guarantees

Section 4.10

Change

of Control Offer

Section 4.11

Changes

in Covenants When Notes Are Rated Investment Grade

ARTICLE V. SUCCESSORS

Section 5.1

Merger,

Consolidation or Sale of Assets

Section 5.2

Successor

Entity Substituted

ARTICLE VI. DEFAULTS AND REMEDIES

Section 6.1

Events

of Default

Section 6.2

Acceleration

of Maturity

Section 6.3

Collection

of Indebtedness and Suits for Enforcement by Trustee

Section 6.4

Trustee

May File Proofs of Claim

Section 6.5

Trustee

May Enforce Claims Without Possession of Notes

Section 6.6

Application

of Money Collected

Section 6.7

Limitation

on Suits

Section 6.8

Unconditional

Right of Holders to Receive Principal and Interest

Section 6.9

Restoration

of Rights and Remedies

Section 6.10

Rights

and Remedies Cumulative

Section 6.11

Delay

or Omission Not Waiver

Section 6.12

Control

by Holders

Section 6.13

Waiver

of Past Defaults

Section 6.14

Undertaking

for Costs

Section 6.15

Reporting

Defaults

ARTICLE VII. TRUSTEE

Section 7.1

Duties

of Trustee

Section 7.2

Rights

of Trustee

Section 7.3

Individual

Rights of Trustee

Section 7.4

Trustee’s

Disclaimer

Section 7.5

Notice

of Defaults

Section 7.6

Compensation

and Indemnity

Section 7.7

Replacement

of Trustee

Section 7.8

Successor

Trustee by Merger, Etc.

Section 7.9

Eligibility;

Disqualification

Section 7.10

Agents

ARTICLE VIII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1

Option

to Effect Legal Defeasance or Covenant Defeasance

Section 8.2

Legal

Defeasance and Discharge

Section 8.3

Covenant

Defeasance

Section 8.4

Conditions

to Legal or Covenant Defeasance

Section 8.5

Deposited

Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions

Section 8.6

Repayment

to Company

Section 8.7

Reinstatement

ARTICLE IX. AMENDMENTS AND WAIVERS

Section 9.1

Without

Consent of Holders

Section 9.2

With

Consent of Holders

Section 9.3

Limitations

Section 9.4

Revocation

and Effect of Consents

Section 9.5

Notation

on or Exchange of Notes

Section 9.6

Trustee

to Sign Amendments; Trustee Protected

ARTICLE X.

Section 10.1

Satisfaction

and Discharge

ARTICLE XI. MISCELLANEOUS

Section 11.1

Notices

Section 11.2

Certificate

and Opinion as to Conditions Precedent

Section 11.3

Statements

Required in Certificate or Opinion

Section 11.4

Rules by

Trustee and Agents

Section 11.5

Legal

Holidays

iii

Section 11.6

Personal Liability of Directors, Managers, Officers, Employees and Stockholders

Section 11.7

Counterparts

Section 11.8

GOVERNING

LAWS

Section 11.9

Adverse Interpretation of Other Agreements

Section 11.10

Successors

Section 11.11

Severability

Section 11.12

Table

of Contents, Headings, Etc.

Section 11.13

Judgment

Currency

Section 11.14

Waiver

of Jury Trial

Section 11.15

Submission

to Jurisdiction; Venue

Section 11.16

Force

Majeure

ARTICLE XII. NOTE GUARANTEES

Section 12.1

Note

Guarantee

Section 12.2

Limitation

of Subsidiary Guarantor’s Liability

ARTICLE XIII. USA PATRIOT ACT

Section 13.1

USA

Patriot Act

2035 Senior Notes Indenture dated as of June 26,

2026, among Iron Mountain Incorporated, a Delaware corporation (the “Company”), the guarantors party hereto and Computershare

Trust Company, N.A., a national banking association, as Trustee (“Trustee”).

Each party agrees as follows for the benefit of

each other party and for the equal and ratable benefit of the Holders of the Notes issued under this Indenture.

ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1         Definitions.

“Affiliate” of any specified

Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such

specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”

“controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession,

directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the

ownership of voting securities, by agreement or otherwise.

“Attributable Debt” in respect

of a Sale and Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate implicit

in the lease, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease

included in such Sale and Leaseback Transaction (including any period for which such lease has been extended); provided, however, that

if such Sale and Leaseback Transaction results in a Financing Lease Obligation, the amount of Indebtedness represented thereby will be

determined in accordance with the definition of “Financing Lease Obligation.”

“Agents” means each paying agent,

registrar or transfer agent and “Agent” means any one of them.

“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 Depository

that apply to such transfer or exchange.

“Board of Directors” means the

Board of Directors, managers, trustees or comparable governing body of a Person or any duly authorized committee thereof.

“Book-Entry Interest” means a

beneficial interest in a Global Note held through and shown on, and transferred only through, records maintained in book-entry form by

a Depository.

“Business Day” means any day

except a Saturday, Sunday or a legal holiday in the City of New York or at another place of payment where a legal holiday shall be any

day on which banking institutions are authorized or required by law, regulation or executive order to close.

“Capital Markets Indebtedness”

means any Indebtedness for borrowed money:

(1)        in

the form of, or represented by, debt securities (which excludes, for the avoidance of doubt, evidences of debt under a credit agreement)

or any Guarantee thereof;

(2)        that

is quoted, listed or purchased and sold on any stock exchange, automated trading system or over-the-counter or other securities market

(including, without prejudice to the generality of the foregoing, the market for securities eligible for resale pursuant to Rule 144A

under the Securities Act); and

(3)        has

an aggregate principal amount outstanding of at least $100.0 million;

provided that,

in no event shall Capital Markets Indebtedness include any Indebtedness under the Credit Agreement or any other Credit Facilities secured

under clause 2 of the definition of “Permitted Liens.”

“Capital Stock” means any and

all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, including, without limitation,

with respect to limited liability companies or partnerships, limited liability company interests or partnership interests (whether general

or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of,

or distributions of assets of, such limited liability company or partnership.

“Change of Control” means the

occurrence of any of the following events:

(1)        any

“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or

becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly,

of a majority of the voting power of the Voting Stock of the Company;

(2)        the

direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of consolidation, merger or amalgamation),

in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries

taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange

Act)); and

(3)        the

Company is liquidated or dissolved or adopts a plan of liquidation or dissolution other than in a transaction which complies with Section 5.1.

Notwithstanding the foregoing: (A) the transfer

of assets between or among the Company and its Subsidiaries shall not itself constitute a Change of Control; (B) 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

(or voting or option agreement related thereto) prior to the consummation of the transactions contemplated by such agreement; and (C) a

Change of Control shall not be deemed to have occurred if any Person, directly or indirectly, holds or acquires 100% of the total voting

power of the Voting Stock of the Company so long as no other Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of

the Exchange Act) holds more than 50% of the total voting power of the Voting Stock thereof.

“Code” means the Internal Revenue

Code of 1986, as amended.

“Company” means the party named

as such above until a successor replaces it and thereafter means the successor.

“Company Order” means a written

order signed in the name of the Company by an Officer.

“Consolidated Total Assets” of

the Company as of any date means the total assets of the Company and the Subsidiaries as of the most recent fiscal quarter end for which

a consolidated balance sheet of the Company and the Subsidiaries is available, all calculated on a consolidated basis in accordance with

GAAP.

“continuing” means, with respect

to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Corporate Trust Office” means

a principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof

is located at 1505 Energy Park Drive, St. Paul, MN 55108, Attention: Corporate Trust Services Administrator – Iron Mountain Incorporated,

or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate

trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the

Holders and the Company).

“Credit Agreement” means that

certain Credit Agreement, dated as of June 27, 2011 (as amended and restated as of July 2, 2015, as further amended and restated

as of August 21, 2017, as further amended and restated as of March 18, 2022, as amended by that certain Amendment No. 1

to Credit Agreement, dated as of December 28, 2023, as amended by that certain Amendment No. 2 to Credit Agreement, dated as

of June 7, 2024, as amended by that certain Amendment No. 3 to Credit Agreement, dated as of July 2, 2024, as amended

by that certain Amendment No. 4 to Credit Agreement, dated as of August 19, 2024, as further amended by that certain Amendment

No. 5 to Credit Agreement, dated as of November 7, 2024, as further amended by that certain Amendment No. 6 to Credit

Agreement, dated as of June 18, 2025, and as further amended by that certain Amendment No. 7 to Credit Agreement, dated as

of November 13, 2025) among the Company, Iron Mountain Information Management, LLC and certain other Subsidiaries of the Company,

as borrowers, and the lenders, issuing banks and agents party thereto, including any related notes, Guarantees, collateral documents,

instruments and agreements executed in connection therewith, and, in each case, as further amended, restated, supplemented, modified,

renewed, refunded, increased, extended, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including

by means of sales of debt securities to institutional investors) in whole or in part from time to time; provided that if a replacement

of the Credit Agreement results in more than one series of Indebtedness documented under separate credit agreements or indentures, the

credit agreement or indenture representing the largest aggregate principal amount outstanding and/or undrawn commitments will be deemed

to be the Credit Agreement.

“Credit Agreement Subsidiary”

means any Subsidiary that is not an Unrestricted Subsidiary (or comparably defined term) as defined in the Credit Agreement.

“Credit Facilities” means, one

or more debt facilities (including, without limitation, the Credit Agreement), indentures or commercial paper facilities, in each case,

with banks or other institutional lenders, accredited investors or institutional investors providing for revolving credit loans, term

loans, term debt, debt securities, receivables financing (including through the sale of receivables to such lenders or to special purpose

entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified,

renewed, extended, increased, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including

by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Default” means any event that

is or with the passage of time or the giving of notice or both would be an Event of Default.

“Definitive Note” means any Note

registered in the Register, substantially in the form attached as Exhibit B hereto.

“Depository” means, initially,

DTC, and its respective nominees and successors.

“Disqualified Stock” means any

Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or

upon the happening of any event, matures or is mandatorily redeemable, for cash or other property (other than Capital Stock that is not

Disqualified Stock) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole

or in part, in each case on or prior to the final stated maturity of any outstanding Notes.

“Domestic Subsidiary” means any

Subsidiary of Iron Mountain organized under the laws of the United States of America or any state of the United States of America or

the District of Columbia (excluding for the avoidance of doubt any Foreign Subsidiary).

“EBITDA” shall mean, for any

period, the total of the following (without duplication), determined on a consolidated basis for the Company and the Credit Agreement

Subsidiaries:

(1)        net

income for such period,

(2)        plus

depreciation and amortization expense deducted in determining net income for such period,

(3)        to

the extent not disregarded in determining net income for such period, plus other non-cash expenses (including minority interest expense)

for such period and minus other income (including interest income) (including gains attributable to minority interest in its Subsidiaries),

for such period,

(4)        plus

Interest Expense, plus any amortization of deferred financing charges, deducted in determining net income for such period,

(5)        plus

any provision for, and minus any benefit from, income taxes each as deducted or added in determining net income for such period,

(6)        excluding

any extraordinary, exceptional, unusual, infrequently occurring or nonrecurring gain, loss, charge or expense; restructuring costs, charges,

accruals or reserves (including without limitation losses arising from any natural disasters, debt extinguishment expenses, foreign currency

transaction losses and losses on investments; and whether or not classified as such under GAAP); costs and expenses incurred in connection

with any strategic initiative or other Specified Transaction/Initiative, and any other business optimization expenses (including, without

limitation, incentive costs and expenses relating to any Specified Transaction/Initiative or other business optimization program; any

integration costs; and any charge, expense, cost, accrual or reserve of any kind associated with acquisition-related litigation and settlements

thereof); start-up or initial costs for any project or new division or new line of business; costs associated with the closure or exiting

of any division or line of business; severance costs and expenses, onetime compensation charges, signing, retention and completion bonuses

and recruiting costs; costs relating to facility or property disruptions, casualties, natural disasters or shutdowns; costs relating

to the integration, consolidation, pre-opening, opening, closing and conversion of facilities; costs and expenses incurred in connection

with non-ordinary course product and intellectual property development; costs associated with new systems design or improvements to IT

or accounting functions to protect against cyberattacks; charge, expense, cost, accrual or reserve associated with any cyberattack (including

any related litigation and settlements thereof); curtailments or modifications to pension and post-retirement employee benefit plans

(including any settlement of pension liabilities); and professional, legal, accounting, consulting and other service fees incurred in

connection with any of the foregoing,

(7)        plus

losses, and minus gains, on sales of fixed assets (including real estate) not in the ordinary course of business or on sales of discontinued

operations, each as deducted, or added, in determining net income for such period, after giving effect to any related charges for, reductions

of or provisions for taxes thereon,

(8)        plus

losses, and minus gains, from discontinued operations, each as deducted, or added, in determining net income for such period (it being

understood that once an operation becomes a discontinued operation it will remain so for all purposes hereunder),

(9)        plus

(x) the aggregate amount of “run-rate” net income for such period projected by the Company in good faith attributable

to any customer installation and backlog occurring or existing during such period (or following such period but prior to the date of

determination) (which amount shall be calculated on a pro forma basis as though the full amount of such net income attributable to such

installation and backlog had been realized from the commencement of such period) plus (y) the amount of cost savings, operating

expense reductions, other operating improvements and synergies projected by the Company in good faith to be realized as a result of specified

actions taken or with respect to which steps have been initiated, or which are reasonably expected to be initiated, within 24 months

of the closing or effective date of the Specified Transaction/Initiative (in the good faith determination of the Company) (calculated

on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized

during the entirety of the applicable period), net of the amount of actual benefits realized during such period from such actions; provided

that the aggregate amount included in EBITDA pursuant to this clause (9) and clause (10) below for any period shall not exceed

35% of EBITDA in the aggregate for such period (calculated prior to giving effect to any adjustments pursuant to this clause (9) or

clause (10) below),

(10)          plus

an amount of pro forma “run-rate” adjustments equal to the incremental value (if positive) that the Company in good faith

reasonably believes would have been realized or achieved as a contribution to EBITDA from (i) any increased pricing or volume initiative

(collectively, “New Pricing or Volume”) and/or (ii) the entry into (and performance under) (A) any binding and

effective new agreement by the Company or any of the Credit Agreement Subsidiaries with any new customers or (B) if the same generates

incremental contract value, any binding and effective new agreement (or any binding and effective amendment to any existing agreement)

by the Company or any of the Credit Agreement Subsidiaries with any existing customer (collectively, “New Contracts”) during

the relevant period as if the relevant New Contract or New Pricing or Volume had been effective and, in the case of New Contracts performance

thereunder, had commenced as of the beginning of the relevant period (which incremental value shall be calculated on a pro forma basis

as though the full run rate effect of such incremental value had been realized as a contribution to EBITDA on the first day of such period),

including, without limitation, such incremental value attributable to any New Contract or New Pricing or Volume that is in excess of

(but without duplication and in all cases net of) the value attributable to any New Contract or New Pricing or Volume that has been actually

realized as a contribution to EBITDA during such period; provided that the aggregate amount included in EBITDA pursuant to this clause

(10) and clause (9) above for any period shall not exceed 35% of EBITDA in the aggregate for such period (calculated prior

to giving effect to any adjustments pursuant to this clause (10) or clause (9) above).

For the purposes of calculating the Net Secured

Leverage Ratio, the Company may at its option (such option to be consistently applied with respect to each Specified Transaction/Initiative

for purposes of all subsequent calculations), adjust EBITDA for any relevant period to give effect to any Specified Transaction/Initiative

on a pro forma basis.

“Excluded Subsidiary” means (a) any

Foreign Subsidiary Holdco, (b) any Securitization Subsidiary, (c) any Immaterial Subsidiary, (d) any Non-Recourse Subsidiary,

(e) Iron Mountain Mortgage Finance Holdings, LLC, Iron Mountain Data Centers U.S. Holdings, LLC and their respective successors

and direct and indirect Subsidiaries; (f) any Domestic Subsidiary to the extent that the execution and delivery of the Subsidiary

Guarantee would not be legally permissible or would require any governmental or regulatory consent, approval, license or authorization

(unless such consent, approval, license or authorization has been obtained), or would otherwise result in an undue burden, as determined

in good faith by the Company; and (g) any Subsidiary that is not a Credit Agreement Subsidiary; provided that no Subsidiary

may be an Excluded Subsidiary if such Subsidiary Guarantees the Credit Agreement.

“Fair Market Value” means the

value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of

either party, determined in good faith by the Company (unless otherwise provided herein).

“Financing Lease Obligation”

means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes on the

basis of GAAP as in effect on August 21, 2017. The amount of Indebtedness represented by such obligation will be the capitalized

amount of such obligation at the time any determination thereof is to be made as determined on the basis of GAAP.

“Fitch” means Fitch Ratings, Inc.

“Foreign Subsidiary” means any

Subsidiary organized under the laws of a jurisdiction other than the United States (as defined for purposes of Section 956 of the

Code).

“Foreign Subsidiary Holdco” means

any Domestic Subsidiary that has no material assets other than the Capital Stock and/or Indebtedness of (a) one or more Foreign

Subsidiaries that are “controlled foreign corporations” as defined by Section 957 of the Code or (b) any other

Foreign Subsidiary Holdco.

“Funded Indebtedness” shall mean,

without duplication, (a) all third party Indebtedness for borrowed money (including any Indebtedness for borrowed money incurred

to finance, or assumed in connection with, any acquisition or investment permitted under this Indenture) that matures or otherwise becomes

due more than one year after the incurrence thereof or is extendible, renewable or refundable, at the option of the obligor, to a date

more than one year after the incurrence thereof (including the current portion thereof) of the Company and its Credit Agreement Subsidiaries,

(b) all Indebtedness outstanding under the Credit Agreement, (c) to the extent not otherwise included, any Guarantee by any

of the Company and its Credit Agreement Subsidiaries of the obligations of the type referred to in clause (a) above of another Person

and (d) to the extent not otherwise included, obligations of the type referred to in clause (a) above of another person secured

by a Lien on any property or other asset owned by the Company or its Credit Agreement Subsidiaries (whether or not such Indebtedness

is assumed by the Company or any of its Credit Agreement Subsidiaries) in an amount equal to the lesser of: (x) the fair market

value of such property or other asset at such date of determination, and (y) the amount of such Indebtedness of such other Person

secured by such assets; provided that in no event shall Funded Indebtedness include (i) amounts in respect of undrawn letters of

credit, (ii) amounts owing under any Qualified Securitization Facility or (iii) amounts in respect of indemnification, purchase

price adjustment, earn-outs, holdback and contingency payment obligations, except for any amounts that have become fixed, due and payable

and have not been paid within 60 days after becoming so due and payable (or, to the extent any such amount is disputed in accordance

with the dispute resolution mechanics set forth in the applicable agreement governing the applicable transaction, 60 days following the

earlier of (x) expiration of such dispute resolution mechanics and (y) the resolution of such dispute in accordance with such

dispute resolution mechanics).

“GAAP” means accounting principles

generally accepted in the United States of America as in effect from time to time.

“Global Note(s)” means one or

more registered Global Notes, without coupons, substantially in the form of Exhibit A attached hereto.

“Government Securities” means

direct obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the

full faith and credit of the United States of America is pledged.

“Guarantee” means, as applied

to Indebtedness of any Person:

(1)        a

guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect,

in any manner, of any part or all of such Indebtedness; and

(2)        an

agreement, direct or indirect, contingent or otherwise, the purpose of which is to assure in any way the payment (or payment of damages

in the event of non-performance) of all or any part of such Indebtedness (other than by endorsement of negotiable instruments for collection

in the ordinary course of business), including, without limiting the foregoing, the obligation to reimburse amounts drawn down under

letters of credit securing such Indebtedness;

provided, however,

that the term “Guarantee” shall not include any Permitted Non-Recourse Guarantees.

“Hedging Obligations” means,

with respect to any specified Person, the obligations of such Person under:

(1)        interest

rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar

agreements;

(2)        other

agreements or arrangements designed to manage interest rates or interest rate risk; and

(3)        other

agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Holder” means a Person in whose

name a Note is registered.

“Immaterial Subsidiary” means

any Subsidiary designated as an “Immaterial Subsidiary” by the Company; provided (i) that all Immaterial Subsidiaries

may not, as of the end of each fiscal quarter of the Company, together with their respective subsidiaries, account for more than 10%

of the Consolidated Total Assets or 10% of the consolidated revenues of the Company for the period of four consecutive fiscal quarters

immediately preceding such date and (ii) that any Subsidiary that, together with its respective Subsidiaries, accounts for more

than 5% of the Consolidated Total Assets or consolidated revenues of the Company for such period shall not be deemed to be an Immaterial

Subsidiary.

“Indebtedness” means (without

duplication), with respect to any Person:

(1)        every

obligation of such Person for money borrowed;

(2)        every

reimbursement obligation of such Person with respect to letters of credit or similar facilities issued for the account of such Person,

other than obligations with respect to letters of credit securing obligations (other than obligations described in this definition) of

such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no

later than the 30th Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit;

(3)        every

obligation of such Person issued or assumed as the deferred purchase price of property or services;

(4)        every

Financing Lease Obligation;

(5)        all

Disqualified Stock of such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price, plus accrued

and unpaid dividends (unless included in such maximum repurchase price); and

(6)        every

obligation of the type referred to in clauses (1) through (5) of another Person which such Person has Guaranteed.

Notwithstanding the foregoing, (a) trade accounts

payable and accrued liabilities arising in the ordinary course of business, (b) any liability for U.S. federal, state or local taxes

or other taxes owed by such Person and (c) any lease, concession or license of property (or a Guarantee thereof) which would be

considered an operating lease under GAAP shall not be considered Indebtedness for purposes of this definition. Indebtedness shall be

calculated without giving effect to the effects of Statement of Financial Accounting Standards No. 133 and related interpretations

to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose hereunder as a result of accounting

for any embedded derivatives created by the terms of such Indebtedness. For the avoidance of doubt, the aggregate amount of debit balances

in the accounts of Credit Agreement Subsidiaries held at a bank or other financial institution and subject to a cash pooling arrangement

shall only constitute “Indebtedness” to the extent that such aggregate amount exceeds the aggregate amount of all credit

balances in the accounts of Credit Agreement Subsidiaries held at such bank or financial institution and subject to such cash pooling

arrangement.

“Indenture” means this Indenture

as amended and supplemented from time to time and shall include the form of Notes established as contemplated hereunder and any related

supplemental indenture.

“Indirect Participant” means

a Person who holds a Book-Entry Interest in a Global Note through a Participant.

“Initial Notes” means the first

$1,500,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Interest Expense” shall mean,

for any period, the sum (determined without duplication) of the aggregate amount of interest accruing during such period on Indebtedness

of the Company and the Credit Agreement Subsidiaries (on a consolidated basis), including the interest portion of rental or similar payments

under Financing Lease Obligations and synthetic leases and any capitalized interest, and excluding amortization of debt discount and

expense, interest paid in kind and any swap “breakage” or similar costs.

“IRS” means the U.S. Internal

Revenue Service.

“Issue Date” means the date the

Initial Notes were issued under the Indenture.

“Lien” means, with respect to

any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not

filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease

in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any

financing statement under the Uniform Commercial Code, or equivalent statutes, of any jurisdiction).

“Make-Whole Amount” means, with

respect to any Note, an amount equal to the excess, if any, of:

(1)        the

present value of the remaining principal, premium and interest payments that would be payable with respect to such Note if such Note

were redeemed on July 15, 2029, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over

(2)        the

outstanding principal amount of such Note.

“Make-Whole Average Life” means,

with respect to any date of redemption of Notes, the number of years (calculated to the nearest one-twelfth) from such redemption date

to July 15, 2029.

“Make-Whole Price” means, with

respect to any Note, the greater of:

(1)        the

sum of the principal amount of and the Make-Whole Amount with respect to such Note; and

(2)        the

redemption price of such Note on July 15, 2029.

“Moody’s” means Moody’s

Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Secured Leverage Ratio”

means as of any date of determination, the ratio of (i) (x) the sum of the aggregate outstanding principal amount of Secured

Debt (on a consolidated basis) of the Company and its Credit Agreement Subsidiaries as of the last day of the Company’s most recently

ended four full fiscal quarters for which internal financial statements are available (any such period, a “TTM Period”)

at such date of determination less (y) the aggregate amount of cash and cash equivalents of the Company and its Credit Agreement

Subsidiaries as of the last day of the TTM Period at such date of determination to (ii) EBITDA for the Company and its Credit Agreement

Subsidiaries for the TTM Period.

“Non-Recourse Indebtedness” means

Indebtedness of a Subsidiary of the Company (or an entity in which the Company is the general partner or managing member) that is directly

or indirectly secured by real estate assets or other real estate-related assets (including equity interests) of a Subsidiary of the Company

(or entity in which the Company is the general partner or managing member) that is the borrower and is non-recourse to the Company or

any Subsidiary of the Company (other than pursuant to a Permitted Non-Recourse Guarantee and other than with respect to the Subsidiary

of the Company (or entity in which the Company is the general partner or managing member) that is the borrower or a subsidiary of such

borrower);

“Non-Recourse Subsidiary” means

any Subsidiary that is the borrower of Non-Recourse Indebtedness and any Subsidiary that has no assets other than the Capital Stock of

a direct or indirect Subsidiary that is a borrower of Non-Recourse Indebtedness.

“Note Guarantee” means the Guarantee

by each Subsidiary Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to Article XII;

provided, however, that so long as the Subsidiary Guarantor has executed this Indenture or a supplemental indenture in

a form satisfactory to the Trustee, the failure to execute such Note Guarantee will not affect the obligations of such Subsidiary Guarantor.

“Notes” means the Company’s

6.250% Senior Notes due 2035 issued hereunder. The Initial Notes and the Additional Notes shall be treated as a single class for all

purposes under this Indenture.

“Officer” means the Chairman

of the Board, any other Director, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer,

any Vice President (including any Executive or Senior Vice President), the Treasurer, the Controller, the Secretary, any Assistant Treasurer

or any Assistant Secretary of any Person and, with respect to the Company, any individual authorized by the Board of Directors to act

in such capacity.

“Officers’ Certificate”

means a certificate signed by any two Officers.

“Opinion of Counsel” means a

written opinion of legal counsel, which opinion is reasonably acceptable to the Trustee. Such counsel may be an employee of or counsel

to the Company or a Subsidiary thereof.

“Participant” means a Person

who has an account with the Depository.

“Permitted Liens” means:

(1)        Liens

existing as of the date of issuance of the Notes (other than Liens to secure obligations under the Credit Agreement);

(2)        Liens

on assets of the Company or any Subsidiary securing Indebtedness and other obligations under Credit Facilities in an aggregate principal

amount not to exceed (a) $5,258 million plus (b) the greater of $1,600 million and 100% of EBITDA for the most recent

TTM Period as of any date of incurrence plus (c) an unlimited amount to secure Indebtedness, if on the date of the incurrence

of such Indebtedness, after giving effect to the incurrence, the Net Secured Leverage Ratio does not exceed 3.00 to 1.00;

(3)        Liens

on any property or assets of a Subsidiary granted in favor of the Company or any Subsidiary;

(4)        Liens

securing the Notes or the Note Guarantees (as to this Indenture);

(5)        Liens

to secure Financing Lease Obligations, mortgage financings and/or Indebtedness constituting purchase money obligations up to an aggregate

amount at any one time outstanding of the greater of (i) $250.0 million and (ii) 5.0% of Consolidated Total Assets as of any

date of incurrence, covering only the assets acquired with or financed by such Indebtedness;

(6)        Liens

on property of a Person existing at the time such Person becomes a Subsidiary or is merged with or into or consolidated with the Company

or any Subsidiary; provided that such Liens were in existence prior to the contemplation of such Person becoming a Subsidiary

or such merger or consolidation and do not extend to any assets other than those of the Person that becomes a Subsidiary or is merged

with or into or consolidated with the Company or any Subsidiary;

(7)        Liens

on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary; provided

that such Liens were in existence prior to such acquisition and not incurred in contemplation of, such acquisition;

(8)        Liens

to secure (x) Hedging Obligations and/or (y) obligations with respect to Treasury Management Arrangements incurred in the ordinary

course of business;

(9)        Liens

to secure Indebtedness of non-guarantor Subsidiaries provided that such Liens may not extend to any property or assets of the

Company or any Subsidiary Guarantor that is Principal Property other than the Capital Stock of such non-Guarantor Subsidiaries that are

not Principal Subsidiaries;

(10)          Liens

arising by reason of any judgment, decree or order of any court so long as such Lien is adequately bonded and any appropriate legal proceedings

that may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period

within which such proceedings may be initiated shall not have expired;

(11)          Liens

upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’

acceptances or trade letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage

of such inventory or other goods in the ordinary course of business;

(12)          Liens

securing reimbursement obligations with respect to commercial letters of credit incurred in the ordinary course of business which encumber

documents and other property relating to such letters of credit and products and proceeds thereof;

(13)          bankers’

liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary

course of business;

(14)          Liens

arising from filing Uniform Commercial Code financing statements regarding leases;

(15)          other

Liens securing obligations incurred in the ordinary course of business, which obligations do not exceed the greater of (a) $400.0

million and (b) 25.0% of EBITDA for the most recent TTM Period in the aggregate at any one time outstanding;

(16)          Liens

on assets of the Company or any Subsidiary securing Indebtedness and other obligations under any accounts receivable sale arrangements,

credit facility or conditional purchase contract or similar arrangements providing financing secured directly or indirectly by the accounts

receivable and related records, collateral, collections and rights of the Company or its Subsidiaries;

(17)          Liens

to secure any Indebtedness financing any renewals, repurchases, redemptions, extensions, substitutions, refinancings or replacements

of Indebtedness previously permitted to be secured under this Indenture; provided, however, that (a) the new Lien

is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original

Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof);

and (b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding

principal amount, or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged

with such Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding,

refinancing, replacement, defeasance or discharge; and

(18)          Liens

on amounts deposited into escrow accounts for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters

or arrangers thereof) or on cash set aside at the time of the incurrence of any Indebtedness or government securities purchased with

such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Indebtedness and are

held in escrow accounts or similar arrangement to be applied for such purpose.

For purposes of this definition, the term “Indebtedness”

shall be deemed to include interest on such Indebtedness. In addition, if any Indebtedness is intended to be incurred and secured under

clause (2)(c) of this definition and clause (2)(a) and/or (2)(b) of this definition in a single transaction or series

of related transactions, (A) the incurrence of the portion of such Indebtedness to be incurred and secured under clause (2)(c) of

this definition shall be calculated first without giving effect to any Indebtedness to be substantially simultaneously incurred and secured

under clause (2)(a) and/or (2)(b) of this definition, but giving full pro forma effect to the use of proceeds of the entire

amount of Indebtedness to be incurred in such transaction (or series of related transactions) and any related Specified Transactions

(without netting the cash proceeds thereof) and (B) the substantially simultaneous incurrence of the portion of such Indebtedness

to be incurred and secured under clause (2)(a) and/or (2)(b) of this definition shall be calculated thereafter. Any portion

of any Indebtedness that is incurred and secured under clause (2)(a) or (2)(b) of this definition, unless otherwise elected

by the Company, shall automatically and without need for action by any Person, be reclassified as having been incurred under clause (2)(c) of

this definition if, at any time after the incurrence or implementation thereof, such portion of such Indebtedness would be (or have been)

permitted under clause (2)(c) of this definition. Notwithstanding the foregoing, Indebtedness outstanding under the Credit

Agreement on the Issue Date (other than Indebtedness in respect of revolving commitments thereunder) will be deemed to be secured pursuant

to clause (2)(a) of this definition and shall not be reclassified.

“Permitted Non-Recourse Guarantees”

means customary completion or budget guarantees or indemnities (including by means of separate indemnification agreements, carve-out

guarantees, holdback and contingency payment obligations) provided under Non-Recourse Indebtedness in the ordinary course of business

by the Company or any Subsidiary of the Company in financing transactions that are directly or indirectly secured by real estate assets

or other real estate-related assets (including equity interests) of a Subsidiary of the Company (or entity in which the Company is the

general partner or managing member), in each case that is the borrower in such financing, but is non-recourse to the Company or any of

the Company’s other Subsidiaries, except for customary completion or budget guarantees or indemnities (including by means of separate

indemnification agreements, carve-out guarantees, holdback and contingency payment obligations) as are consistent with customary industry

practice (including but not limited to environmental indemnities and recourse triggers based on violation of transfer restrictions and

other customary exceptions to nonrecourse liability).

“Person” means any individual,

corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization

or government or any agency or political subdivision thereof.

“principal” of a Note means the

principal of the Note plus, when appropriate, the premium, if any, on the Note.

“Principal Property” means any

facility, building, or other physical property owned by the Company or any Principal Subsidiary that (a) is located in the United

States, (b) is used for records and information management storage, secure shredding, underground storage, or corporate office purposes

(but excluding any facility used (or intended to be used) as a data center or for data center colocation services or any property that

is (or is intended to be) the subject of Non-Recourse Indebtedness), and (c) has a net book value as of the date of determination

in excess of the greater of (i) 2.00% of Consolidated Total Assets and (ii) $425.0 million, in each case as of the last day

of the TTM Period.

“Principal Subsidiary” means

any direct or indirect Subsidiary of Iron Mountain that owns a Principal Property.

“Pro Forma Basis” means (i) with

respect to compliance with any test or covenant or calculation of any ratio under this Indenture (including, for the avoidance of doubt,

the determination of EBITDA and the Net Secured Leverage Ratio), the determination or calculation of any applicable tests or ratios shall

be calculated assuming that all Specified Transactions/Initiatives taking place subsequent to the first day of the TTM Period at such

date of determination and prior to or concurrently with the transaction or initiative for which such test or covenant or calculation

is being made (such period, the “Test Period”) (and any increase or decrease in EBITDA and the component financial

definitions used therein attributable to any Specified Transaction/Initiative) had occurred on the first day of the Test Period and (ii) whenever

pro forma effect is to be given to a Specified Transaction/Initiative, the pro forma calculations shall be made in good faith by an Officer

of the Company and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements

and synergies projected by the Company in good faith to be realized as a result of specified actions taken or with respect to which steps

have been initiated, or are reasonably expected to be initiated, within twenty-four (24) months of the closing or effective date of such

Specified Transaction/Initiative (in the good faith determination of the Company) (calculated on a pro forma basis as though such cost

savings, operating expense reductions, other operating improvements and synergies had been realized during the entirety of the applicable

period), net of the amount of actual benefits realized during such period from such actions; provided, that the aggregate amount

of additions made to EBITDA for any four full fiscal quarters pursuant to clause (ii) of this definition shall not be duplicative

of one another and, where applicable, are subject to the limitations set forth in clauses (9) and (10) of the definition of

EBITDA.

“Qualified Equity Offering” means

an offering of Capital Stock of the Company (other than Disqualified Stock) for U.S. Dollars, whether registered or exempt from registration

under the Securities Act.

“QIB” means a “qualified

institutional buyer” as defined in Rule 144A.

“Qualified Securitization Facility”

means any Securitization Facility that meets the following conditions: (a) the Board of Directors of the Company shall have determined

in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in

the aggregate economically fair and reasonable to the Company and the applicable Subsidiary, (b) all sales and/or contributions

of Securitization Assets and related assets to the applicable Securitization Subsidiary are made at Fair Market Value and (c) the

financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the

Company).

“Rating Category” means (a) with

respect to S&P, any of the following categories: BB, B, CCC, CC, C and D (or equivalent successor categories); (b) with respect

to Moody’s, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (c) the equivalent

of any such category of S&P or Moody’s used by another Rating Agency selected by the Company. In determining whether the rating

of the Notes has decreased by one or more gradations, gradations within Rating Categories (i) + and for S&P; (ii) 1, 2

and 3 for Moody’s; and (iii) the equivalent gradations for another rating agency selected by the Company) shall be taken into

account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, or from BB- to B+, will constitute a decrease of one gradation).

“Rating Decline” shall have occurred

if at any date within 90 calendar days after the date of public disclosure of the occurrence of a Change of Control (which period will

be extended for so long as the Company’s debt ratings are under publicly announced review for possible downgrading (or without

an indication of the direction of a possible ratings change) by any of Moody’s, S&P or Fitch or their respective successors)

the rating of the Notes by any of Moody’s, S&P or Fitch shall be decreased by one or more gradations to or within a Rating

Category (including gradations within Rating Categories as well as between Rating Categories) as compared to the rating of the Notes

on the date 90 days prior to the earlier of (a) a Change of Control or (b) public notice of the occurrence of a Change of Control

or of the intention by the Company to effect a Change of Control.

“Receivables” means any right

of payment from or on behalf of any obligor, whether constituting an account, chattel paper, instrument, general intangible or otherwise,

arising from the financing by any Subsidiary of merchandise or services, and monies due thereunder, security or ownership interests in

the merchandise and services financed thereby, records related thereto, and the right to payment of any interest or finance charges and

other obligations with respect thereto, proceeds from claims on insurance policies related thereto, any other proceeds related thereto,

and any other related rights.

“Regulation S” means Regulation

S promulgated under the Securities Act.

“Regulation S Definitive Note”

means a Definitive Note bearing the Regulation S Legend.

“Regulation S Global Note” means

a Global Note in the form of Exhibit A hereto bearing the Regulation S Legend and deposited with or on behalf of and registered

in the name of the Depository, or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially

sold in reliance on Rule 903 of Regulation S.

“Responsible Officer” means,

when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any managing director,

director, vice president, assistant vice president, assistant treasurer, trust officer, associate 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.

“Restricted Definitive Note”

means a Definitive Note bearing either the 144A Legend or the Regulation S Legend.

“Rule 144” means Rule 144

promulgated under the Securities Act.

“Rule 144A” means Rule 144A

promulgated under the Securities Act.

“Rule 903” means Rule 903

promulgated under the Securities Act.

“Rule 904” means Rule 904

promulgated under the Securities Act.

“S&P” means S&P Global

Ratings, a division of S&P Global Inc., or any successor to the rating agency business thereof.

“Sale and Leaseback Transaction”

means any transaction or series of related transactions pursuant to which a Person sells or transfers any property or asset in connection

with the leasing, or the resale against installment payments, of such property or asset to the seller or transferor.

“Secured

Debt” shall mean, with respect to a Person as of any given date, the aggregate principal amount of all Funded Indebtedness

of such Person outstanding on such date that is secured in any manner by any Lien on any property of such Person.

“SEC” means the Securities and

Exchange Commission.

“Securities Act” means the Securities

Act of 1933, as amended.

“Securitization Assets” means

the Receivables or real estate assets, or any assets related thereto in each case that are subject to a Qualified Securitization Facility,

and the proceeds thereof.

“Securitization Facility” means

any of one or more securitization financing facilities, as amended, supplemented, modified, extended, renewed, restated or refunded from

time to time, the obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities

made in connection with such facilities) to the Company and its Subsidiaries (other than a Securitization Subsidiary) pursuant to which

the Company or any of its Subsidiaries sells or grants a security interest in its Securitization Assets to either (a) a Person that

is not a Subsidiary or (b) a Securitization Subsidiary.

“Securitization Subsidiary” means

any wholly owned, bankruptcy remote Subsidiary formed for the purpose of, and that solely engages only in, one or more Qualified Securitization

Facilities and other activities reasonably related thereto.

“Significant Subsidiary” means

any Subsidiary that would be a “significant subsidiary” within the meaning of Regulation S-X under the Securities Act.

“Specified Transaction/Initiative”

means (a) any incurrence or repayment of Indebtedness (other than for working capital purposes or under a revolving facility), (b) any

acquisition, (c) any acquisition or investment constituting an acquisition of assets or equity constituting a business unit, line

of business or division of another Person, (d) any operating improvement, restructuring, cost savings initiative or any similar

initiative and (e) any transaction or initiative meeting the definition of “Specified Transaction” (or comparably defined

term) under the Credit Agreement not already listed.

“Stated Maturity” when used with

respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Note as the fixed date

on which the principal of such Note or such installment of principal or interest is due and payable.

“Subsidiary” means, with respect

to any Person, 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 thereof

is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or

a combination thereof.

“Subsidiary Guarantors” means

any Subsidiary of the Company that executes a Note Guarantee, or in lieu thereof, this Indenture or any supplemental indenture, as the

case may be, in respect of its Note Guarantee in accordance with the provisions hereof, and their respective successors and assigns,

in each case, until the Note Guarantee of such Person has been released in accordance with the provisions hereof.

“Treasury Management Arrangement”

means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts,

overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled

disbursement, lockbox, account reconciliation and reporting, cash pooling, netting and composite accounting, trade finance services and

other cash management services.

“Treasury Rate” means, at any

time of computation, the weekly average rounded to the nearest 1/100th of a percentage point (for the most recently completed week for

which such information is available as of the date that is two Business Days prior to the date of the redemption notice) of the yield

to maturity of United States Treasury securities with a constant maturity (as compiled by and published in Federal Reserve Statistical

Release H.15 with respect to each applicable date during such week (or, if such Statistical Release is no longer published, any publicly

available source of similar market data)) most nearly equal to the Make-Whole Average Life; provided, however, that if

the Make-Whole Average Life is not equal to the constant maturity of the United States Treasury security for which such a yield is given,

the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average

yields of United States Treasury securities for which such yields are given, except that if the Make-Whole Average Life is less than

one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year shall

be used.

“Trustee” means the Person named

as the “Trustee” in the first paragraph of this instrument 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.

“Unrestricted Definitive Note”

means one or more Definitive Notes that do not bear and are not required to bear either the 144A Legend or the Regulation S Legend.

“U.S. Dollars” and “$”

mean lawful money of the United States of America.

“Voting Stock” of any Person

means any class or classes of Capital Stock pursuant to which the holders thereof have the general voting power under ordinary circumstances

to elect at least a majority of the Board of Directors of any such Person (irrespective of whether or not, at the time, stock of any

other class or classes has, or might have, voting power by reason of the happening of any contingency).

“144A Definitive Note” means

a Definitive Note bearing the 144A Legend.

“144A Global Note” means a Global

Note in the form of Exhibit A hereto bearing the 144A Legend and deposited with or on behalf of and registered in the name

of the Depository, or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in

reliance on Rule 144A.

Section 1.2         Other

Definitions.

TERM

DEFINED IN SECTION

“Additional Notes”

2.1

“Alternate Offer”

4.10

“Authentication Agent”

2.2

“Bankruptcy Law”

6.1

“Benefited Party”

12.1

“Change of Control Offer”

4.10

“Change of Control Payment”

4.10

“Change of Control Payment Date”

4.10

“Covenant Defeasance”

8.3

“Custodian”

6.1

“DTC”

2.3

“Early Tender Premium”

4.10

“Event of Default”

6.1

“Judgment Currency”

11.13

“Legal Defeasance”

8.2

“Legal Holiday”

11.5

“New York Banking Day”

11.13

“Reports Default Notice”

6.15

“Required Currency”

11.13

“Signature Law”

11.7

“Successor Person”

5.2

“TTM Period”

1.1

Section 1.3         Rules of

Construction.

Unless the context otherwise requires:

(a)        a

term has the meaning assigned to it;

(b)        an

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

is not exclusive;

(d)        words

in the singular include the plural, and in the plural include the singular;

(e)        provisions

apply to successive events and transactions;

(f)         references

to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor

sections or rules adopted by the SEC from time to time; and

(g)        unless

otherwise provided in this Indenture or in any Note, the words “execute”, “execution”, “signed”,

and “signature” and words of similar import used in or related to any document to be signed in connection with this Indenture,

any Note or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed

to include electronic signatures and 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 in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest

extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the

New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act,

provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic

signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to procedures approved by the Trustee.

Section 1.4         Financial

Calculations for Limited Condition Transactions

When calculating the availability under any basket

or ratio under this Indenture, in each case in connection with a Limited Condition Transaction and other transactions in connection therewith

(including any incurrence or issuance of Indebtedness, Disqualified Stock or preferred stock or Lien and the use of proceeds thereof),

the date of determination of such basket or ratio and of any Default or Event of Default may, at the option of the Company, be the date

the definitive agreement(s) for such Limited Condition Transaction is entered into. Any such ratio or basket shall be calculated

on a Pro Forma Basis after giving effect to such Limited Condition Transaction and other transactions in connection therewith (including

any incurrence or issuance of Indebtedness, Disqualified Stock or preferred stock or Lien and the use of proceeds thereof) as if they

had been consummated at the beginning of the applicable period for purposes of determining the ability to consummate any such Limited

Condition Transaction; provided that if the Company elects to make such determination as of the date of such definitive agreement(s),

then (x) the Company shall be deemed to be in compliance with such ratios or baskets solely for purposes of determining whether

the Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness,

Disqualified Stock or preferred stock or Lien and the use of proceeds thereof), is permitted under this Indenture, and (y) such

ratios or baskets shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions; provided,

further, that if the Company elects to have such determinations occur at the time of entry into such definitive agreement(s), any

such transactions (including any incurrence or issuance of Indebtedness, Disqualified Stock or preferred stock or Lien and the use of

proceeds thereof) shall be deemed to have occurred on the date the definitive agreement(s) is entered into and shall be deemed outstanding

thereafter for purposes of calculating any ratios or baskets under this Indenture after the date of such definitive agreement(s) and

before the consummation of such Limited Condition Transaction, unless such definitive agreement(s) is terminated or such Limited

Condition Transaction, incurrence or issuance of Indebtedness, Disqualified Stock or preferred stock, Lien, or such other transaction

to which pro forma effect is being given does not occur. For the avoidance of doubt, the Trustee shall have no liability or responsibility

for any calculation under or in connection with this Indenture.

ARTICLE II.

THE NOTES

Section 2.1         Form and

Dating.

(a)        General.

The Notes and the certificate of authentication executed by the Authentication Agent shall be substantially in the form of Exhibit A

attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note

shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000

in excess thereof. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes

shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Subsidiary Guarantors and the Trustee,

by their execution and delivery of this Indenture (or in the case of any Subsidiary Guarantor that becomes such after the date hereof,

a supplemental indenture pursuant to Section 12.1 hereof), expressly agree to such terms and provisions and to be bound thereby.

However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture

shall govern and be controlling.

(b)        Global

Notes. Notes shall be issued initially in the form of one or more fully registered Global Notes in book-entry form, which will be

deposited with, or on behalf of, the Depository, and registered in the name of the Depository’s nominee, Cede & Co, duly

executed by the Company and authenticated by the Trustee or the Authentication Agent as hereinafter provided. Except as set forth below,

the Global Notes may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository

to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor of such Depository or

a nominee of such successor.

Each Global Note shall represent such of the outstanding

Notes as shall be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from

time to time endorsed thereon and that the aggregate 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 in accordance with

instructions given by the Holder thereof as required by Section 2.2 hereof in accordance with the procedures of the Depository.

Provisions. This Section 2.1(c) shall apply only to the Global Notes deposited with or on behalf of the Trustee.

The Company shall execute and the Trustee or the

Authentication Agent shall, in accordance with this Section 2.1(c), authenticate and deliver the Global Notes that (i) shall

be registered in the name of the Depository or the nominee of the Depository and (ii) shall be delivered by the Trustee to the Depository

or pursuant to the Depository’s instructions.

(d)        Definitive

Notes. Notes issued in certificated form shall be substantially in the form of Exhibit B attached hereto. Except as provided

in Section 2.6, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of certificated

Notes.

(e)        Additional

Notes. From time to time after the date of this Indenture, the Company may issue additional Notes (“Additional Notes”)

under this Indenture. Any Additional Notes issued as provided for herein shall be treated as a single class and as part of the same series

as the Initial Notes for all purposes under this Indenture.

Section 2.2         Execution

and Authentication.

At least one Officer shall sign the Notes for

the Company by manual or facsimile signature. An Officer of each Subsidiary Guarantor shall sign the Note Guarantee, or in lieu thereof,

this Indenture or any supplemental indenture, as the case may be, for the Subsidiary Guarantor by manual, electronic or facsimile signature.

If an Officer whose signature is on a Note or

Note Guarantee no longer holds that office at the time the Note is authenticated, the Note or Note Guarantee shall nevertheless be valid.

A Note shall not be valid until authenticated

by the manual signature of the Trustee or an authentication agent (the “Authentication Agent”). Such signature shall

be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee or the Authentication Agent shall,

upon receipt of a Company Order and any other deliverables required hereunder, authenticate up to $1,500,000,000 aggregate principal

amount of Initial Notes and such amount of Additional Notes as the Company may issue from time to time.

The Trustee may appoint an Authentication Agent

acceptable to the Company to authenticate Notes. Unless limited by the terms of such appointment, the Authentication Agent may authenticate

Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the

Authentication Agent. The Authentication Agent has the same rights as an Agent to deal with the Company or an Affiliate.

Section 2.3         Appointment

of Agents.

The Trustee will initially act as paying agent

and registrar for the Notes. The Company may change the paying agent or registrar without prior notice to Holders, and the Company or

any of its Subsidiaries may also act as paying agent or registrar. The Company initially appoints The Depository Trust Company (“DTC”)

to act as Depository with respect to the Global Notes and the Trustee shall have no liability or responsibility for any action or inaction

of the Depository.

The paying agent shall be entitled to make any

payment net of any taxes or other sums required by any applicable law to be withheld or deducted.

Section 2.4         Paying

Agent to Hold Money in Trust.

The Company shall require each paying agent other

than the Trustee to agree in writing that the paying agent will hold in trust, for the benefit of the Holders or the Trustee, all money

held by the paying agent for the payment of principal of or premium or interest on the Notes, and will notify the Trustee of any default

by the Company or the Subsidiary Guarantors in making any such payment. While any such default continues, the Trustee may require a paying

agent to pay all money held by it to the Trustee. The Company at any time may require a paying agent to pay all money held by it to the

Trustee. Upon payment over to the Trustee, the paying agent (if other than the Company or a Subsidiary) shall have no further liability

for the money delivered to the Trustee.

Section 2.5         Holder

Lists.

The registrar shall preserve in as current a form

as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the registrar,

the Company shall furnish to the Trustee at least ten days before each interest payment date and at such other times as the Trustee may

request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of the

Holders.

Section 2.6         Transfer

and Exchange.

2.6.1     Transfer

and Exchange of Global Notes.

(a)        The

Global Notes cannot be transferred to any Person other than to another nominee of the Depository or to a successor clearing agency or

its nominee approved by the Company, the Subsidiary Guarantors and the Trustee.

(b)        At

any time, all Global Notes will be exchanged by the Company for Definitive Notes (A) if the Depository notifies the Company that

it is unwilling or unable to act as a clearing system in respect of the Notes and a successor clearing system is not appointed by the

Company within 90 days, (B) if the Depository so requests following an Event of Default or (C) the Company, in its sole discretion,

determines at any time that the Notes shall no longer be represented by a global note. Upon the occurrence of any of the preceding events,

Definitive Notes shall be issued in the name or names and issued in any approved denominations, as the Depository shall instruct the

Company based on the instructions received by the Depository from the holders of Book-Entry Interests.

Notes may also be exchanged or replaced, in whole or in part, as provided in Section 2.7 and Section 2.10. Every

Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to Section 2.7

or Section 2.10 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 2.6.1.

2.6.2     General

Provisions Applicable to Transfers and Exchanges of the Notes. Transfers of Book-Entry Interests in the Global Notes (other than

transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book-Entry Interest

in the same Global Note) shall require compliance with this Section 2.6.2, as well as one or more of the other following

subparagraphs of this Section 2.6, as applicable.

In connection with all transfers and exchanges

of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof

in the form of a Book-Entry Interest in the same Global Note), the paying agent must receive: (i) a written order from a Participant

or an Indirect Participant given to the Depository in accordance with the Applicable Procedures directing the Depository to debit from

the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written

order from a Participant or an Indirect Participant given to the Depository in accordance with the Applicable Procedures directing the

Depository to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest

to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information

regarding the Participant account to be credited with such increase.

In connection with a transfer or exchange of a

Book-Entry Interest for a Definitive Note, the paying agent and the registrar must receive: (i) a written order from a Participant

or an Indirect Participant given to the Depository in accordance with the Applicable Procedures directing the Depository to debit from

the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written

order from a Participant directing the registrar to cause to be issued a Definitive Note in an amount equal to the Book-Entry Interest

to be transferred or exchanged; and (iii) instructions containing information regarding the Person in whose name such Definitive

Note shall be registered to effect the transfer or exchange referred to above.

In connection with any transfer or exchange of

Definitive Notes, the Holder of such Notes 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, in connection with a transfer or exchange of a Definitive Note for a Book-Entry Interest, the paying agent must

receive a written order directing the Depository to credit the account of the transferee in an amount equal to the Book-Entry Interest

to be transferred or exchanged.

In connection with any proposed transfer or exchange

of Definitive Notes, the Holder that is the transferor of the Note and the Company, to the extent that the information is reasonably

available to the Company, shall use commercially reasonably efforts to provide the Trustee with all information as is reasonably requested

by the Trustee and necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation

any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall

have no responsibility to verify or ensure the accuracy of such information.

Upon satisfaction of all of the requirements for

transfer or exchange of Book-Entry Interests in Global Notes contained in this Indenture, the paying agent or the registrar, as specified

in this Section 2.6, shall endorse the relevant Global Note(s) with any increase or decrease and instruct the Depository

to reflect such increase or decrease in its systems.

2.6.3     Transfer

of Book-Entry Interests in a Regulation S Global Note to Book-Entry Interests in a 144A Global Note. A Book-Entry Interest in the

Regulation S Global Note may be transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in the 144A Global

Note only if the transfer complies with the requirements of Section 2.6.2 above and the paying agent receives a certificate

to the effect set forth in Exhibit C hereto, including the certifications in item (1) thereof.

Upon the receipt of such certificate and the orders

and instructions required by Section 2.6.2, the paying agent shall (i) instruct the Depository to deliver, or cause

to be delivered, the Global Notes to the Agent for endorsement and upon receipt thereof, decrease Schedule A to the applicable Regulation

S Global Note and increase Schedule A to the 144A Global Note by the principal amount of such transfer, and (ii) thereafter, return

the Global Notes to the Depository, together with all information regarding the Participant accounts to be credited and debited in connection

with such transfer.

2.6.4     Transfer

of Book-Entry Interests in a 144A Global Note to Book-Entry Interests in a Regulation S Global Note. A Book-Entry Interest in the

144A Global Note may be transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in the applicable Regulation

S Global Note only if the transfer complies with the requirements of Section 2.6.2 above and the paying agent receives a

certificate from the holder of such Book-Entry Interest in the form of Exhibit C hereto, including the certifications in

item (2) or (3) thereof, or such other certificate as the paying agent may accept.

Upon receipt of such certificates and the orders

and instructions required by Section 2.6.2, the paying agent shall (i) instruct the Depository to deliver, or cause

to be delivered, the Global Notes to the Agent for endorsement and, upon receipt thereof, increase Schedule A to the applicable Regulation

S Global Note and decrease Schedule A to the 144A Global Note by the principal amount of such transfer, and (ii) thereafter, return

the Global Notes to the Depository, together with all information regarding the Participant accounts to be credited and debited in connection

with such transfer.

2.6.5     Transfer

of Book-Entry Interests in Global Notes to Definitive Notes. Subject to Section 2.6.1(b) and to the extent permitted

by the Depository, a holder of a Book-Entry Interest in a Global Note may transfer such Book-Entry Interest to a Person who takes delivery

thereof in the form of a Definitive Note if the transfer complies with the requirements of Section 2.6.2 above and:

(a)        in

the case of a transfer by a holder of a Book-Entry Interest in a Regulation S Global Note, the transfer complies with Section 2.6.2;

(b)        in

the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note to a QIB in reliance on Rule 144A, the paying

agent shall have received a certificate to the effect set forth in Exhibit C hereto, including the certifications in item

(1) thereof;

the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note in reliance on Regulation S, the paying agent shall

have received a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (2) thereof;

(d)        in

the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note in reliance on Rule 144, the paying agent shall

have received a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (3) thereof.

Upon receipt of such certificates and the orders

and instructions required by Section 2.6.2, the paying agent shall (i) instruct the Depository to deliver, or cause

to be delivered, the relevant Global Note to the Agent for endorsement and upon receipt thereof, decrease Schedule A to the relevant

Global Note by the principal amount of such transfer; (ii) thereafter, return the Global Note to the Depository, together with all

information regarding the Participant accounts to be debited in connection with such transfer; and (iii) deliver to the registrar

the instructions received by it that contain information regarding the Person in whose name Definitive Notes shall be registered to effect

such transfer. The registrar shall cause any Definitive Note issued in connection with a transfer pursuant to Section 2.6.5(b) to

have the 144A Legend and, in the case of a transfer under Section 2.6.5(c), the Regulation S Legend.

The Company shall issue and, upon receipt of a

Company Order in accordance with Section 2.2 hereof, the Trustee or the Authentication Agent shall authenticate, one or more

Definitive Notes in an aggregate principal amount equal to the aggregate principal amount of Book-Entry Interests so transferred and

in the names set forth in the instructions received by the registrar.

2.6.6     Transfer

of Definitive Notes to Book-Entry Interests in Global Notes. To the extent permitted by the Depository, any Holder of a Definitive

Note may transfer such Definitive Note to a Person who takes delivery thereof in the form of a Book-Entry Interest in a Global Note only

if:

(a)        in

the case of a transfer by a holder of a Regulation S Definitive Note to a person who takes delivery thereof in the form of a Book-Entry

Interest in the Regulation S Global Note, the registrar shall have received a certificate to the effect set forth in Exhibit C

hereto, including the certifications in item (2) or (3) thereof;

(b)        in

the case of a transfer by a holder of a Definitive Note to a QIB in reliance on Rule 144A, the registrar shall have received a certificate

to the effect set forth in Exhibit C hereto, including the certifications in item (1) thereof; or

the case of a transfer by a holder of a 144A Definitive Note in reliance on Regulation S or Rule 144 under the Securities Act, the

registrar shall have received a certificate to the effect set forth in Exhibit C hereto, including the certifications in

item (2) or (3) thereof.

Upon satisfaction of the foregoing conditions,

the registrar shall (i) deliver the Definitive Notes to the registrar for cancellation pursuant to Section 2.11 hereof;

(ii) record such transfer on the Register; (iii) instruct the Depository to deliver (A) in the case of a transfer pursuant

to Section 2.6.6(a) or Section 2.6.6(c) above, the applicable Regulation S Global Note and (B) in

the case of a transfer pursuant to Section 2.6.6(b), the applicable 144A Global Note; (iv) endorse Schedule A to such

Global Note to reflect the increase in principal amount resulting from such transfer; and (v) thereafter, return the Global Notes

to the Depository, together with all information regarding the Participant accounts to be credited in connection with such transfer.

2.6.7     Exchanges

of Book-Entry Interests in Global Notes for Restricted Definitive Notes. Subject to Section 2.6.1(b), a holder of a Book-Entry

Interest in a Global Note may exchange such Book-Entry Interest for a Restricted Definitive Note if the exchange or transfer complies

with the requirements of Section 2.6.2 above and the paying agent receives the following:

(a)        if

the holder of such Book-Entry Interest in a Global Note proposes to exchange such Book-Entry Interest for a Regulation S Definitive Note,

a certificate from such holder in the form of Exhibit D hereto, including the certifications in items 2(a) and 2(b) thereof;

(b)        if

the holder of such Book-Entry Interest in a Global Note proposes to exchange such Book-Entry Interest for a 144A Definitive Note, a certificate

from such holder in the form of Exhibit D hereto including the certifications in item 2(a) thereof.

Upon receipt of such certificates and the orders

and instructions required by Section 2.6.2 the paying agent shall (i) instruct the Depository to deliver, or cause to

be delivered, the relevant Global Note to the Agent for endorsement and upon receipt thereof, decrease Schedule A to the relevant Global

Note by the principal amount of such exchange; (ii) thereafter, return the Global Note to the Depository, together with all information

regarding the Participant accounts to be debited in connection with such exchange; and (iii) deliver to the registrar instructions

received by it that contain information regarding the Person in whose name Definitive Notes shall be registered to effect such exchange.

The registrar shall cause all Definitive Notes issued in exchange for a Book-Entry Interest in a Global Note pursuant to this Section 2.6.7

to bear the appropriate legend required by item 2(b) of Exhibit D hereto.

The Company shall issue and, upon receipt of a

Company Order from the Company in accordance with Section 2.2 hereof, the Trustee or the Authentication Agent shall authenticate,

one or more Definitive Notes in an aggregate principal amount equal to the aggregate principal amount of Book-Entry Interests so exchanged

and in the names set forth in the instructions received by the registrar.

2.6.8     Exchanges

of Book-Entry Interests in Global Notes for Unrestricted Definitive Notes. Subject to Section 2.6.1(b) and to the

extent permitted by the Depository, a holder of a Book-Entry Interest in a Global Note may exchange such Book-Entry Interest for an Unrestricted

Definitive Note only if the paying agent receives the following:

(a)        if

the holder of such Book-Entry Interest in a 144A Global Note proposes to exchange such Book-Entry Interest for an Unrestricted Definitive

Note, a certificate from such holder in the form of Exhibit D hereto, including the certifications in item 1(a) thereof;

(b)        if

the holder of such Book-Entry Interest in a Regulation S Global Note proposes to exchange such Book-Entry Interest for an Unrestricted

Definitive Note, a certificate from such holder in the form of Exhibit D hereto, including the certifications in item 1(b) thereof.

Upon receipt of such certificates and the orders

and instructions required by Section 2.6.2, the paying agent shall (i) instruct the Depository to deliver, or cause

to be delivered, the relevant Global Note to the Agent for endorsement and upon receipt thereof, decrease Schedule A to the relevant

Global Note by the principal amount of such exchange; (ii) thereafter, return the Global Note to the Depository, together with all

information regarding the Participant accounts to be debited in connection with such exchange; and (iii) deliver to the registrar

instructions received by it that contain information regarding the Person in whose name Definitive Notes shall be registered to effect

such transfer.

The Company shall issue and, upon receipt of a

Company Order from the Company in accordance with Section 2.2 hereof, the Trustee or the Authentication Agent shall authenticate,

one or more Definitive Notes in an aggregate principal amount equal to the aggregate principal amount of Book-Entry Interests so exchanged

and in the names set forth in the instructions received by the registrar. Any Definitive Note issued in exchange for a Book-Entry Interest

pursuant to this Section 2.6.8 shall not bear the 144A Legend or the Regulation S Legend.

2.6.9     Exchanges

of Definitive Notes for Book-Entry Interests in Global Notes. Any Holder of a Restricted Definitive Note may exchange such Note for

a Book-Entry Interest in a Global Note if such exchange complies with Section 2.6.2 above and the registrar receives the

following documentation:

(a)        if

the Holder of a 144A Definitive Note proposes to exchange such Note for a Book-Entry Interest in a 144A Global Note, a certificate from

such Holder in the form of Exhibit D hereto, including the certifications in item 2(a) thereof;

(b)        if

the Holder of a 144A Definitive Note proposes to exchange such Note for a Book-Entry Interest in a Regulation S Global Note, a certificate

from such Holder in the form of Exhibit D hereto, including the certifications in item 1(a) thereof;

the Holder of a Regulation S Definitive Notes proposes to exchange such Notes for a Book-Entry Interest in a Regulation S Global Note,

a certificate from such Holder in the form of Exhibit D hereto, including the certifications in item 2(a) and (b) thereof;

(d)        if

the Holder of an Unrestricted Definitive Note proposes to exchange such Note for a Book-Entry Interest in a Regulation S Global Note,

a certificate from such Holder in the form of Exhibit D hereto, including the certifications in item 2(a) thereof;

Upon satisfaction of the foregoing conditions,

the registrar shall (i) cancel such Note pursuant to Section 2.11 hereof; (ii) record such exchange on the Register;

(iii) endorse Schedule A to such Global Note to reflect the increase in principal amount resulting from such exchange; and (iv) thereafter,

return the Global Note to the Depository, together with all information regarding the Participant accounts to be credited in connection

with such exchange.

2.6.10   Transfer

of Restricted Definitive Notes for Definitive Notes. Any Holder of a Restricted Definitive Note may transfer such Note to a Person

who takes delivery thereof in the form of Definitive Notes if the transfer complies with Section 2.6.2 above and the registrar

receives the following additional documentation:

(a)        in

the case of a transfer by a holder of a 144A Definitive Note to a QIB in reliance on Rule 144A, the registrar shall have received

a certificate to the effect set forth in Exhibit C hereto, including the certifications in item (1) thereof;

(b)        in

the case of a transfer by a holder of a 144A Definitive Note in reliance on Regulation S, the registrar shall have received a certificate

to the effect set forth in Exhibit C hereto, including the certifications in item (2) thereof; or

the case of a transfer by a holder of a 144A Definitive Note in reliance on Rule 144, the registrar shall have received a certificate

to the effect set forth in Exhibit C hereto, including the certifications in item (3) thereof.

Upon the receipt of any Definitive Note, the registrar

shall cancel such Note pursuant to Section 2.11 hereof and complete and deliver to the Company (i) in the case of a

transfer pursuant to Section 2.6.10(a), a 144A Definitive Note; (ii) in the case of a transfer pursuant to Section 2.6.10(b),

a Regulation S Definitive Note; and (iii) in the case of a transfer pursuant to Section 2.6.10(c), an Unrestricted Definitive

Note. The Company shall execute and the Trustee or the Authentication Agent shall authenticate and deliver such Definitive Note to such

Person(s) as the Holder of the surrendered Definitive Note shall designate.

2.6.11   Transfer

of Unrestricted Definitive Notes. Any Holder of an Unrestricted Definitive Note may transfer such Note to a Person who takes delivery

thereof in the form of Definitive Notes if the transfer complies with Section 2.6.2 above.

2.6.12   Legends.

(a)        144A

Legend. The following legend shall appear on the face of all 144A Notes issued under this Indenture, unless the Company determines

otherwise in compliance with applicable law:

“THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY

ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION

THEREFROM. EACH PURCHASER OF THIS SECURITY IS NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE

PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. BY ITS ACQUISITION HEREOF, THE HOLDER OF THIS SECURITY

(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)

OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES

ACT.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF IRON

MOUNTAIN INCORPORATED THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO IRON

MOUNTAIN INCORPORATED OR ITS SUBSIDIARIES, (II) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER

(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED

STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION

UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER

THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF

THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM

IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.”

(b)        Regulation

S Note Legend. The following legend shall appear on the face of all Regulation S Notes issued under this Indenture, unless the Company

determines otherwise in compliance with applicable law:

“THIS NOTE AND ANY INTEREST HEREIN HAVE NOT BEEN AND

WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY BE TRANSFERRED

ONLY IN ACCORDANCE WITH THE SECURITIES ACT AND ALL APPLICABLE LAWS OF ANY OTHER JURISDICTION.

EACH PURCHASER OF THIS NOTE OR ANY INTEREST HEREIN AGREES

THAT IT WILL DELIVER TO EACH PURCHASER OF THIS NOTE OR BOOK-ENTRY INTERESTS HEREIN A NOTICE SUBSTANTIALLY TO THE EFFECT THEREOF.”

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

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (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) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT

TO SECTION 2.6.1 OF THE INDENTURE; AND (II) THIS GLOBAL NOTE MAY BE DELIVERED IN ACCORDANCE WITH SECTION 2.6.13 OF

THE INDENTURE TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE.”

(d)        ERISA

Legend. Each Note shall bear a legend in substantially the following form:

“BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER HEREOF

WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) IT IS NOT A PLAN (WHICH TERM IS DEFINED AS (I) EMPLOYEE BENEFIT

PLANS THAT ARE SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR ERISA, (II) PLANS, INDIVIDUAL

RETIREMENT ACCOUNTS AND OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE CODE OR TO PROVISIONS UNDER APPLICABLE FEDERAL,

STATE, LOCAL, NON U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE, OR SIMILAR LAWS, AND (III) ENTITIES

THE UNDERLYING ASSETS OF WHICH ARE CONSIDERED TO INCLUDE “PLAN ASSETS,” WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101

AS MODIFIED BY SECTION 3(42) OF ERISA, OF SUCH PLANS, ACCOUNTS AND ARRANGEMENTS), AND IT IS NOT PURCHASING THIS SECURITY (OR ANY

INTEREST THEREIN) ON BEHALF OF, OR WITH THE “PLAN ASSETS” OF, ANY PLAN OR (B) (I) THE HOLDER’S PURCHASE,

HOLDING AND SUBSEQUENT DISPOSITION OF THIS SECURITY (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED

TRANSACTION UNDER ERISA OR THE CODE OR A VIOLATION UNDER ANY PROVISION OF SIMILAR LAW, AND (II) NONE OF IRON MOUNTAIN, THE SUBSIDIARY

GUARANTORS, THE INITIAL PURCHASERS AND THE TRUSTEE (COLLECTIVELY, THE “TRANSACTION PARTIES”) OR ANY OF THEIR RESPECTIVE AFFILIATES

HAVE ACTED AS THE PLAN’S FIDUCIARY, OR HAVE BEEN RELIED UPON FOR ANY ADVICE, WITH RESPECT TO THE PLAN’S DECISION TO ACQUIRE

THIS SECURITY AND NONE OF THE TRANSACTION PARTIES OR ANY OF THEIR AFFILIATES WILL AT ANY TIME BE RELIED UPON AS THE PLAN’S FIDUCIARY

WITH RESPECT TO ITS DECISION TO ACQUIRE, CONTINUE TO HOLD OR TRANSFER THIS SECURITY, OTHER THAN, IN THE CASE OF AN AFFILIATE TO

A TRANSACTION PARTY THAT IS ACTING AS A FIDUCIARY ON BEHALF OF A PLAN OR IS GIVING INVESTMENT ADVICE IN A FIDUCIARY CAPACITY TO A PLAN,

WHERE A PROHIBITED TRANSACTION EXEMPTION APPLIES (ALL OF THE APPLICABLE CONDITIONS OF WHICH ARE SATISFIED).”

2.6.13   Cancellation.

At such time as all Book-Entry Interests have been exchanged for Definitive Notes or all Global Notes have been redeemed or repurchased,

the Global Notes shall be returned to the registrar for cancellation in accordance with Section 2.11 hereof.

2.6.14   General

Provisions Relating to Registration of Transfers and Exchanges. To permit registration of transfers and exchanges, the Company shall

execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order.

(a)        No

service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient

to cover any taxes, duties or governmental charge payable in connection therewith (other than any such taxes, duties or governmental

charge payable upon exchange or transfer pursuant to Sections 2.11, Section 4.10, Section 4.11 and Section 9.5

hereof).

(b)        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 Company and the Subsidiary Guarantors, 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.

Company shall not be required to register the transfer of or, to exchange, Global Notes or Definitive Notes during (A) a period

beginning at the opening of business 15 calendar days before any Redemption Date and ending at the close of business on the Redemption

Date; (B) a period beginning at the opening of business 15 calendar days immediately prior to the date fixed for selection of Notes

to be redeemed in part, and ending at the close of business on the date on which such Notes are selected; or (C) which the holder

has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer.

(d)        The

Trustee or the Authentication Agent shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2

hereof.

Section 2.7         Mutilated,

Destroyed, Lost and Stolen Notes.

If any mutilated Note is surrendered to the Trustee,

the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of like tenor and principal

amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and

the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity

as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company

or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee

shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and

principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or

stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such

Note.

Upon the issuance of any new Note under this Section,

the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation

thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Note issued pursuant to this Section in

lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or

not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this

Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive

and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,

lost or stolen Notes.

Section 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

on a Global Note effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding.

If a Note is replaced pursuant to Section 2.7,

it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If one or more paying agents (other than the Company,

a Subsidiary or an Affiliate of any thereof) hold on the maturity date or on any Redemption Date, money sufficient to pay such Notes

payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

A Note does not cease to be outstanding because

the Company, a Subsidiary Guarantor or an Affiliate of the Company or a Subsidiary Guarantor holds the Note.

Section 2.9         Treasury

Notes.

In determining whether the Holders of the required

principal amount of Notes have concurred in any request, demand, authorization, direction, notice, consent or waiver, Notes owned by

the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected

in conclusively relying on any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible

Officer of the Trustee actually knows are so owned shall be so disregarded. Notwithstanding the foregoing, Notes that are to be acquired

by the Company, any Subsidiary Guarantor, any Subsidiary of the Company or any Subsidiary Guarantor or an Affiliate of the Company or

any Subsidiary Guarantor pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by the Company,

such Subsidiary Guarantor, a Subsidiary of the Company or such Subsidiary Guarantor or an Affiliate of the Company or such Subsidiary

Guarantor until legal title to such Notes passes to the Company, such Subsidiary Guarantor, such Subsidiary or such Affiliate, as the

case may be.

Section 2.10        Temporary

Notes.

Until definitive Notes are ready for delivery,

the Company may prepare and the Trustee shall authenticate temporary Notes upon a Company Order. Temporary Notes shall be substantially

in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable

delay, the Company shall prepare and the Trustee or the Authentication Agent upon request shall authenticate definitive Notes in exchange

for temporary Notes. Until so exchanged, temporary Notes shall have the same rights under this Indenture as the definitive Notes.

Section 2.11       Cancellation.

The Company at any time may deliver Notes to the

Trustee for cancellation. The registrar or the paying agent shall forward to the Trustee any Notes surrendered to them for registration

of transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the registrar or the paying agent and no one else,

shall cancel all Notes surrendered for transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Notes

(subject to the record retention requirement of the Exchange Act or other applicable law) in accordance with the Trustee’s customary

practice. The Company may not issue new Notes to replace Notes that it has paid or delivered to the Trustee for cancellation.

Section 2.12       Defaulted

Interest.

If the Company and the Subsidiary Guarantors default

in a payment of interest on the Notes, the Company or any such Subsidiary Guarantor (to the extent of its obligations under its Note

Guarantee) shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest,

to the Persons who are Holders on a subsequent special record date, which date shall be at the earliest practicable date but in all events

at least five Business Days prior to the payment date, in each case at the rate provided for with respect to the applicable Notes.

The Company shall notify the Trustee and the paying

agent 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 Company shall deposit with the paying agent an amount of money equal to the aggregate amount proposed to be paid in respect

of such defaulted interest or shall make arrangements as are satisfactory to the paying agent for such deposit prior to the date of the

proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as

provided in this Section 2.12. The Company shall fix or cause to be fixed each such special record date and payment date,

and shall, promptly thereafter, notify the Trustee and the paying agent of any such date. At least 15 days before the special record

date, the Company (or the Depository in the name of and at the expense of the Company) shall deliver to Holders a notice that states

the special record date, the related payment date and the amount of such interest to be paid. The Company and the Subsidiary Guarantors

may pay defaulted interest in any other lawful manner.

Section 2.13       Record

Date.

The Company may set a record date for purposes

of determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this

Indenture. Unless otherwise specified, if a record date is not set by the Company prior to such vote or, in the case of any such consent,

the first solicitation of a Holder made by any Person in respect of such action, the record date will be the later of (x) 10 days

prior to the date of such vote or the first solicitation of such consent, as the case may be, and (y) the date of the most recent

list of Holders furnished to the Trustee prior to such vote or solicitation. The Trustee shall not have any responsibility for determining

the record date for any such action by vote or consent by the Holders. The record date for purposes of determining the identity of Holders

entitled to payments of interest shall be the immediately preceding January 1 for each interest payment date occurring on January 15

and the immediately preceding July 1 for each interest payment date occurring on July 15.

Section 2.14       CUSIP

Number and ISIN Number.

The Company in issuing the Notes may use a “CUSIP”

number and an “ISIN” number, and if so, such CUSIP number and ISIN number shall be included in notices of redemption or purchase

as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness or

accuracy of the CUSIP number and ISIN number printed in the notice or on the Notes, and that reliance may be placed only on the other

identification numbers printed on the Notes. The Company shall promptly notify the Trustee and each paying agent of any change in the

CUSIP number and ISIN number.

Section 2.15       Deposit

of Moneys.

Prior to 11:00 a.m. (New York City time),

on each date on which interest is to be paid, the maturity date and any payment date relating to a Change of Control Offer, and on the

Business Day immediately following any acceleration of the Notes pursuant to Section 6.2, the Company shall deposit with

the paying agent in immediately available funds in U.S. Dollars sufficient to make cash payments, if any, due on such interest payment

date, maturity date, or Business Day, as the case may be. Subject to receipt of such funds by such time, the paying agent shall remit

such payment in a timely manner to the Holders on such interest payment date, maturity date or Business Day, as the case may be, to the

Persons and in the manner set forth in paragraph 2 of the Notes.

ARTICLE III.

REDEMPTION

Section 3.1         Selection

of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed

at any time, the Trustee (or the registrar, as applicable) shall select the Notes to be redeemed among the applicable Holders on a pass-through

pro rata basis or by lot (or, in the case of Notes issued in global form based on a method that most nearly approximates a pass-through

pro rata selection as the Trustee deems fair and appropriate in accordance with the applicable procedures of the Depository) unless

otherwise required by law or applicable stock exchange or depositary requirements, provided that no Notes of $2,000 or less shall be

redeemed in part. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise

provided herein, not less than 10 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously

called for redemption.

The Trustee shall, promptly notify the Company

and the paying agent in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the

principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000

to the extent above $2,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held

by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this

Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. Any such redemption or notice

may, at the Company’s discretion, be subject to one or more conditions precedent, including the completion of an offering of Capital

Stock or another corporate transaction, and if so conditioned, the redemption date for such Notes may be extended by the Company pending

achievement of such condition precedent. If any condition precedent has not been satisfied or waived prior to the redemption date specified

in the notice of redemption or will not be satisfied, the Company shall provide prompt notice to the Trustee or paying agent, as applicable,

but in no event less than one day prior to the Redemption Date, or such shorter time as the Trustee and paying agent may agree. Upon

receipt, the redemption notice shall either be rescinded and the redemption of the Notes shall not occur or the redemption date shall

be delayed. Upon receipt, the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of

redemption was given.

The Company and its Affiliates may acquire Notes

by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, so long as such

acquisition does not otherwise violate the terms of the Indenture.

Section 3.2         Notice

of Redemption.

At least 10 days but not more than 60 days before

a redemption date, the Company shall deliver or cause to be delivered by first class mail (or delivered electronically in accordance

with the procedures of the Depository) a notice of redemption to the Depository and, if any Definitive Registered Notes are outstanding,

each Holder, in each case, with a copy to the Trustee.

The notice shall identify the Notes to be redeemed

(including the CUSIP number and ISIN number, if any) and shall state:

(a)        the

redemption date;

(b)        the

redemption price (including accrued interest to, but excluding, the applicable redemption date);

any Note called for redemption is being redeemed in part only, the portion of the principal amount thereof to be redeemed and that, after

the redemption date upon surrender of such Note, a new Note or Notes in a principal amount equal to the unredeemed portion thereof shall

be issued in the name of the Holder thereof upon cancellation of the original Note;

(d)        to

the extent any Notes are held as Definitive Notes, the name and address of the paying agent to which the Notes are to be surrendered

for redemption;

(e)        that

Notes called for redemption must be surrendered to the paying agent to collect the redemption price;

(f)        that,

unless the Company defaults in the making of such redemption payment, interest on Notes called for redemption ceases to accrue on and

after the redemption date; and

(g)        any

conditions to such redemption.

At the Company’s request, the Trustee in

cooperation with the Depository shall give the notice of redemption in the Company’s name and at its expense; provided that

the Company gives the Trustee written notice of such request at least 10 days prior to the date of the giving of such notice (or such

shorter notice as may be acceptable to the Trustee).

Section 3.3         Effect

of Notice of Redemption.

Once a notice of redemption is delivered as provided

in Section 3.2, Notes called for redemption become due and payable on the redemption date and at the redemption price. On

and after the redemption date, unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the

Notes called for redemption and all rights of Holders with respect to such Notes will terminate except for the right to receive payment

of the redemption price upon surrender for redemption. Upon surrender to the Trustee, such Notes shall be paid at the redemption price

plus accrued interest to the redemption date.

Section 3.4         Deposit

of Redemption Price.

Prior to 11:00 a.m. (New York City time)

on the redemption date, the Company shall deposit with the paying agent money sufficient to pay the redemption price of and accrued interest,

if any, on all Notes to be redeemed on that date. If the Company complies with the provisions of the preceding sentence, on and after

the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption, whether or not such

Notes are presented for payment. If any Note called for redemption shall not be so paid upon surrender for redemption because of the

failure of the Company to comply with the first sentence of this paragraph, interest shall be paid on the unpaid principal, from the

redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case

at the rate provided with respect to such Note.

Section 3.5         Notes

Redeemed in Part.

Upon surrender of a Note that is redeemed in part,

the Trustee or the Authentication Agent shall authenticate for the Holder a new Note and the same maturity equal in principal amount

to the unredeemed portion of the Note surrendered.

Section 3.6         Optional

Redemption.

Prior to July 15, 2029, the Notes shall be

subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 10 nor more than 60 days’

notice, at the Make-Whole Price, plus accrued and unpaid interest to, but excluding, the applicable redemption date. On and after July 15,

2029, the Notes will be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 10 nor

more than 60 days’ notice, at the redemption price (expressed as percentages of principal amount) set forth below, plus accrued

and unpaid interest to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on July 15

of the years indicated below:

Year

Notes

Percentage

2029

103.1250 %

2030

101.5625 %

2031

and thereafter

100.0000 %

Notwithstanding the foregoing, at any time prior

to July 15, 2029, the Company may on any one or more occasions redeem up to 40% in aggregate principal amount of the Notes at a

redemption price of 106.250% of the principal amount thereof, plus, in each case, accrued and unpaid interest to, but excluding, the

applicable redemption date, with cash in an amount not greater than the net cash proceeds of one or more Qualified Equity Offerings;

provided that:

(1)        at

least 50% of the aggregate principal amount of the Notes (excluding any Additional Notes) issued under this Indenture remains outstanding

immediately after the occurrence of such redemption (excluding Notes held by the Company or any of its Subsidiaries) unless all Notes

are redeemed substantially concurrently; and

(2)        the

redemption occurs within six months of the date of the closing of any such Qualified Equity Offering.

Section 3.7         Mandatory

Redemption.

The Company shall not be required to make mandatory

redemption payments or sinking fund payments with respect to the Notes.

Section 3.8         Offers

to Purchase.

In connection with any Change of Control Offer

or Alternate Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not

withdraw such Notes in such offer and the Company, or any other Person making a Change of Control Offer in lieu of the Company, purchases

all of the Notes validly tendered and not withdrawn by such Holders, the Company or such other Person will have the right (in their sole

discretion), upon not less than 10 nor more than 60 days’ prior notice, given not more than 10 days after such purchase pursuant

to the Change of Control Offer, to redeem all Notes that remain outstanding after such purchase at a redemption price in cash equal to

the price offered to each other Holder of the Notes in such offer, plus accrued and unpaid interest, to, but not including, the date

of redemption (excluding any early tender premium), subject to the right of Holders of record of the Notes on the relevant record date

to receive interest due on the relevant interest payment date.

ARTICLE IV.

COVENANTS

Section 4.1         Payment

of Principal and Interest.

The Company covenants and agrees for the benefit

of the Holders that it will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms

of the Notes and this Indenture.

Principal, premium, if any, and interest shall

be considered paid on the date due if the paying agent holds, as of 11:00 a.m. (New York City time) on the due date, money deposited

by the Company in immediately available funds in U.S. Dollars and designated for and sufficient to pay all principal, premium, if any,

and interest then due.

Section 4.2         Reports.

Whether or not required by the rules and

regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to Holders (or file with the SEC for public availability),

within the time periods specified in the SEC’s rules and regulations:

(1)        all

annual and interim financial information that would be required to be contained in a filing with the SEC pursuant to Section 13

or 15(d) of the Exchange Act if the Company were required to file such reports, including any successor forms or successor reporting

frameworks, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and,

with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and

(2)        all

financial information that would be required to be included in a Form 8-K filed with the SEC if the Company were required to file

such reports.

The Trustee shall have no liability or responsibility

for the filing, timeliness or content of any such reports, documents or information filed by the Company and delivery of such reports,

documents or information to the Trustee is for informational purposes only and receipt of such shall not constitute constructive notice

thereof or any information contained therein.

In addition, whether or not required by the rules and

regulations of the SEC, the Company will file a copy of all such information and reports with the SEC for public availability (unless

the SEC will not accept such a filing) and make such information available to investors who request it in writing. The Company will not

take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not

accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website

within the time periods that would apply if the Company were required to file those reports with the SEC. The Trustee shall have no liability

or responsibility for the filing, content or timeliness of any such report, and the Trustee shall have no duty to participate in or monitor

any conference calls. Delivery of such reports, information and documents shall be for informational purposes only, and the Trustee’s

receipt of such reports, information and documents shall not constitute constructive or actual notice of any information contained therein

or determinable from information contained therein, including the Company’s compliance with any of its covenants (as to which the

Trustee is entitled to conclusively rely on an Officer’s Certificate). The Trustee is under no duty to examine such reports, information

or documents to ensure compliance with the provision of the Indenture or to ascertain the correctness or otherwise of the information

or the statements contained therein.

Notwithstanding the foregoing, the Company may

satisfy its obligations under this covenant with respect to financial information relating to the Company by furnishing financial information

relating to any direct or indirect parent company; provided, however, that, in the event such direct or indirect parent

company does not Guarantee the Notes, the same is accompanied by consolidating information that explains in reasonable detail the differences

between the information relating to such direct or indirect parent company and its Subsidiaries other than the Company and its Subsidiaries,

on the one hand, and the information relating to the Company and the Subsidiaries of the Company on the other hand. Notwithstanding the

foregoing, such consolidating information shall only be required to the extent such differences are more than de minimis in nature.

Section 4.3          Compliance

Certificate

The Company shall deliver to the Trustee, within

90 days after the end of each fiscal year of the Company, an Officers’ Certificate stating that a review of the activities of the

Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view

to determining whether the Company and its Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture,

and further stating, as to each such Officer signing such certificate, that to the best of their knowledge the Company and its Subsidiaries

have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance

or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing

all such Defaults or Events of Default of which he may have knowledge).

The Company will, so long as any Notes are outstanding,

deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate

specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.4          Stay,

Extension and Usury Laws.

Each of the Company and the Subsidiary 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, which

may affect the covenants or the performance of this Indenture or the Notes; and each of the Company and the Subsidiary Guarantors (to

the extent 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 4.5          Corporate

Existence.

Subject to Article V , the Company

shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its existence in accordance

with its organizational documents (as the same may be amended from time to time), and (ii) the rights (charter and statutory), licenses

and franchises of the Company.

Section 4.6          Maintenance

of Office or Agency.

The Company shall maintain an office or agency

(which may be an office of the Trustee or an affiliate of the Trustee, registrar or co-registrar) where the Notes may be surrendered

for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of such Notes and this Indenture

may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office

or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee

with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of

the Trustee.

The Company may also from time to time designate

one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time

to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve

the Company of its obligation to maintain an office or agency for such purposes. The Company shall give prompt written notice to the

Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust

Office of the Trustee as one such office or agency of the Company in accordance with Section 2.3.

Section 4.7          Liens.

Neither the Company nor any Principal Subsidiary

may directly or indirectly create, incur or assume any Lien securing Indebtedness (other than a Permitted Lien) upon any Principal Property

or upon any Capital Stock of any Principal Subsidiary, whether now owned or hereafter acquired without providing that the Notes are equally

and ratably secured with the Indebtedness secured by such Lien.

For purposes of determining compliance with this

Section 4.7, (i) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of

Permitted Liens (or any portion thereof) described in the definition of “Permitted Liens” or pursuant to the first paragraph

of this Section 4.7 but may be permitted in part under any combination thereof and (ii) in the event that a Lien securing

an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens (or any portion

thereof) described in the definition of “Permitted Liens” or pursuant to the first paragraph of this Section 4.7,

the Company may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred or issued at

such later time), such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 4.7

and at the time of incurrence, issuance, classification or reclassification will be entitled to only include the amount and type of such

Lien or such item of Indebtedness secured by such Lien (or any portion thereof) in one of the categories of Permitted Liens (or any portion

thereof) described in the definition of “Permitted Liens” or pursuant to the first paragraph of this Section 4.7

and, in such event, such Lien securing such item of Indebtedness (or any portion thereof) will be treated as being incurred, issued or

existing pursuant to only such clause or clauses (or any portion thereof) or pursuant to the first paragraph of this Section 4.7

without including such item (or portion thereof) when calculating the amount of Liens or Indebtedness that may be incurred or issued

pursuant to any other clause or paragraph (or portion thereof) at such time.

Section 4.8          Limitation

on Sale and Leaseback Transactions.

The Company shall not, and shall not permit any

Principal Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless either:

(1)        within

12 months after the receipt of the proceeds of the sale or transfer, the Company or such Principal Subsidiary applies an amount equal

to the greater of the net proceeds of the sale or transfer or the fair value of such property or assets (as determined in good faith

by the Board of Directors as of any date within 90 days prior to the date of such sale or transfer) to the prepayment or retirement of

Indebtedness or the acquisition, construction or improvement of any property or asset useful in the business of the Company or its Principal

Subsidiaries; or

(2)        the

Company or such Principal Subsidiary would be entitled, at the effective date of the sale or transfer, to incur debt secured by a Lien

on such property or assets in an amount at least equal to the Attributable Debt in respect of the Sale and Leaseback Transaction, without

equally and ratably securing the Notes pursuant to Section 4.7.

The restriction in this Section 4.8 shall

not apply to any Sale and Leaseback Transaction (i) for a term of not more than three years including renewals; (ii) between

the Company and a Subsidiary of the Company or between Subsidiaries of the Company; provided that the lessor is the Company or a

wholly-owned Subsidiary of the Company; or (iii) entered into within 270 days after the later of the acquisition or completion

of construction of the subject property or assets.

Section 4.9         Additional

Note Guarantees.

No Domestic Subsidiary (other than an Excluded

Subsidiary) may, after the date hereof, Guarantee the payment of (a) any Indebtedness of the Company or any Subsidiary Guarantor

under the Credit Agreement or (b) any Capital Markets Indebtedness, unless such Domestic Subsidiary shall also execute within 60

days following the date on which such requirement arose a Note Guarantee and deliver an opinion of counsel and Officers’ Certificate

to the Trustee with respect thereto, in accordance with the terms of this Indenture.

The Note Guarantee of a Subsidiary Guarantor will

automatically be released:

(1)        in

connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor by way of consolidation, merger or otherwise

to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company;

(2)        in

connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor by way of consolidation,

merger or otherwise to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of

the Company;

(3)        upon

legal defeasance or covenant defeasance of the Notes as provided below under Article VIII; or

(4)        upon

the release or discharge of the guarantee by, or direct obligation of, such Subsidiary Guarantor of the Indebtedness that resulted in

the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation

(it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision,

and that if any such guarantee is so reinstated, such Note Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor

would then be required to provide a Note Guarantee pursuant to the first paragraph of this covenant);

(5)        upon

the merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor or upon

the liquidation of such Subsidiary Guarantor; or

(6)        such

Subsidiary Guarantor being (or substantially concurrently being) released or discharged from all of its obligations under all of its

guarantees of payment by the Company under the Credit Agreement and as guarantor of any Capital Markets Indebtedness.

Section 4.10       Change

of Control Offer.

(a)        Upon

the occurrence of a Change of Control, each Holder shall have the right to require the Company to repurchase all or any part (equal to

$2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change

of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid

interest to, but excluding, the date of repurchase (the “Change of Control Payment”). In connection with any Change

of Control Offer, the Company may, in its sole discretion, elect to offer a premium (the “Early Tender Premium”) to

holders of Notes who tender their Notes early in connection with such Change of Control Offer; provided that the minimum payment

offered to any holder of the Notes is no lower than 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid

interest on the Notes repurchased, to, but excluding, the date of purchase. In addition, the Company may determine, in its sole discretion,

to require as a condition to the receipt of such Early Tender Premium that holders (i) provide consents to any requested amendments

of this Indenture and (ii) waive any withdrawal rights in connection with the Change of Control Offer.

Within 30 calendar days following any Change of

Control, the Company shall deliver a notice to each Holder stating:

(1)        that

the Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered shall be accepted

for payment;

(2)        the

purchase price and the purchase date, which shall be no earlier than 15 calendar days and no later than 60 calendar days from the date

such notice is delivered (the “Change of Control Payment Date”);

(3)        that

any Note not tendered shall continue to accrue interest;

(4)        that,

unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of

Control Offer shall cease to accrue interest on and after the Change of Control Payment Date;

(5)        that

Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender such Notes, with the

form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the paying agent at the address

specified in such notice prior to the close of business on the fifth Business Day preceding the Change of Control Payment Date;

(6)        that

Holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the second

Business Day preceding the Change of Control Payment Date, facsimile transmission or letter setting forth the name of the Holder, the

principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased;

and

(7)        that

Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of

the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof.

The Company shall comply with the requirements

of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent such laws and regulations

are applicable to the repurchase of the Notes in connection with a Change of Control. To the extent that the provisions of any securities

laws or regulations conflict with this Section 4.10, the Company shall comply with the applicable securities laws and regulations

and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such conflict.

(b)        On

the Change of Control Payment Date, the Company shall, to the extent lawful:

(1)        accept

for payment Notes or portions thereof 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 thereof so tendered; and

(3)        deliver

or cause to be delivered to the Trustee or the paying agent the Notes so accepted together with an Officers’ Certificate stating

the Notes or portions thereof tendered to the Company.

The paying agent shall promptly deliver to each

Holder so accepted the Change of Control Payment for such Notes, and the Trustee or the Authentication Agent shall promptly authenticate,

subject to the provisions hereof, and deliver to each such Holder a new Note equal in principal amount to any unpurchased portion of

the Notes surrendered, if any; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral

multiple of $1,000 in excess thereof.

The Company shall not be required to make a Change

of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and

otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made

by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer; (ii) in connection

with or in contemplation of any Change of Control, the Company or any third party has made an offer to purchase (an “Alternate

Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment price and

has purchased all Notes validly tendered and not withdrawn under such Alternate Offer; or (iii) a notice of redemption of all outstanding

Notes has been given pursuant to Section 3.6, 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 may be made in advance of a Change of Control,

conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time

the Change of Control Offer is made.

Section 4.11       Changes

in Covenants When Notes Are Rated Investment Grade.

If on any date following the date hereof:

(1)        at

least two of the following events occurs:

(i)        the

Notes are rated Baa3 or better by Moody’s,

(ii)        the

Notes are rated BBB- or better by S&P, or

(iii)        the

Notes are rated BBB- or better by Fitch,

(or, if any such entity ceases to rate the Notes

for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized

statistical rating organization” registered under Section 3(a)(62) of the Exchange Act selected by the Company as a replacement

agency); and

(2)        no

Default or Event of Default shall have occurred and be continuing, then, beginning on that date and continuing at all times thereafter

regardless of any subsequent changes in the rating of the Notes, (i) Section 4.9 shall no longer be applicable as to

the Notes and the Note Guarantees and (ii) for purposes of Section 4.10, a Change of Control will only be deemed to

occur in the event of a Rating Decline.

ARTICLE V.

SUCCESSORS

Section 5.1         Merger,

Consolidation or Sale of Assets.

The Company may not consolidate or merge with

or into (whether or not the Company is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or

substantially all of its properties or assets in one or more related transactions, to another Person unless:

(1)        either

(i) the Company is the surviving entity or (ii) the Person formed by or surviving any such consolidation or merger (if other

than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is an entity

organized or existing under the laws of the United States, any state thereof or the District of Columbia;

(2)        the

Person formed by or surviving any such consolidation or merger (if other than the Company), or the Person to which such sale, assignment,

transfer, lease, conveyance or other disposition shall have been made, assumes all the obligations of the Company under the Notes and

this Indenture (pursuant to a supplemental indenture in a form satisfactory to the Trustee); and

(3)        immediately

after such transaction no Default or Event of Default exists.

This Section 5.1 will not apply to

any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries. Clause

(3) of the first paragraph of this Section 5.1 will not apply to any consolidation or merger of the Company (i) with

or into a Subsidiary for any purpose or (ii) with or into an Affiliate solely for the purpose of reincorporating the Company in

another jurisdiction in the United States.

Section 5.2         Successor

Entity Substituted.

Upon any consolidation or merger, or any sale,

lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1,

the successor entity formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance

or other disposition is made (the “Successor Person”) shall succeed to, and be substituted for (so that from and after

the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the

“Company” shall refer instead to the Successor Person and not to the Company) and may exercise every right and power of the

Company under this Indenture with the same effect as if such Successor Person has been named as the Company herein; provided,

however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition shall not be released from

the obligation to pay the principal of and interest, if any, on the Notes, except in the case of a sale of all the Company’s assets

that meets the requirements of Section 5.1.

ARTICLE VI.

DEFAULTS AND REMEDIES

Section 6.1         Events

of Default.

Each of the following constitutes an “Event

of Default” hereunder:

(a)        default

for 30 days in payment when due of interest on the Notes;

(b)        default

in payment when due of the principal of or premium, if any, on the Notes;

by the Company to comply with Section 4.10;

(d)        failure

by the Company or any Subsidiary Guarantor for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate

principal amount of the then outstanding Notes to comply with any of its other agreements in this Indenture, the Notes or the Note Guarantees;

(e)        the

failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount

of any Indebtedness of the Company, any Subsidiary Guarantor or any Subsidiary that is a Significant Subsidiary, or the acceleration

of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days

of receipt by the Company, such Subsidiary Guarantor or such Subsidiary that is a Significant Subsidiary of notice of any such acceleration)

if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default

for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day

period described above has passed), equals $200.0 million or more at any time;

(f)        a

final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company,

any Subsidiary Guarantor or any Subsidiary that is a Significant Subsidiary and such judgments remain unpaid, undischarged or unstayed

for a period of 60 days, provided that the aggregate of all such unpaid, undischarged or unstayed judgments exceeds $200.0 million;

(g)        the

Company or any Subsidiary that is a Significant Subsidiary:

(i)         commences

a voluntary case,

(ii)        consents

to the entry of an order for relief against it in an involuntary case,

(iii)       consents

to the appointment of a Custodian of it or for all or substantially all of its property,

(iv)       makes

a general assignment for the benefit of its creditors, or

(v)        admits

in writing that it generally is unable to pay its debts as the same become due;

in each case, pursuant to or within the meaning of any Bankruptcy

Law; or

(h)        a

court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)         is

for relief against the Company or any Significant Subsidiary in an involuntary case,

(ii)        appoints

a Custodian of the Company or any Significant Subsidiary or for all or substantially all of its property, or

(iii)       orders

the liquidation of the Company or any Significant Subsidiary, and such order or decree remains unstayed and in effect for 60 days; or

(i)        except

as permitted by this Indenture or the Note Guarantees, any Note Guarantee 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 the Company or any Subsidiary or any Person acting on behalf

of the Company or any Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee.

The term “Bankruptcy Law” means

Title 11, United States Bankruptcy Code of 1978, or any similar U.S. federal or state law relating to bankruptcy, insolvency, receivership,

winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law. The term “Custodian”

means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

Section 6.2         Acceleration

of Maturity.

In the case of an Event of Default under Section 6.1(g) or

(h) with respect to the Company, any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken

together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action

or notice. If any other Event of Default occurs and is continuing (subject to Section 6.15), the Trustee or Holders of at

least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

Section 6.3         Collection

of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if:

(a)        default

is made in the payment of any interest on any Note when such interest becomes due and payable and such default continues for a period

of 30 days, or

(b)        default

is made in the payment of principal of any Note at the maturity thereof.

THEN, the Company will, upon demand of the Trustee, pay to it, for

the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal and interest and, to the

extent that payment of such interest shall be legally enforceable, interest on any overdue principal or any overdue interest, at the

rate or rates prescribed therefor in such Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs

and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and

counsel.

If the Company fails to pay such amounts forthwith

upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection

of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company

or any other obligor upon such Notes and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the

property of the Company or any other obligor upon such Notes, wherever situated.

If an Event of Default occurs and is continuing,

the Trustee may proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the

Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement

in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 6.4         Trustee

May File Proofs of Claim.

In case of the pendency of any receivership, insolvency,

liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or

any other obligor upon the Notes or the property of the Company or of such other obligor or their creditors, but excluding any solvent

reorganization or arrangement of capital pursuant to applicable corporations legislation, the Trustee (irrespective of whether the principal

of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee

shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention

in such proceeding or otherwise,

(a)        to

file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other

papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable

compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial

proceeding,

(b)        to

collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, and

custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby

authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such

payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and

advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder.

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 6.5         Trustee

May Enforce Claims Without Possession of Notes.

All rights of action and claims under this Indenture

or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any

proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express

trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and

advances of the Trustee, its agents and counsel, be for the ratable benefit of Holders in respect of which such judgment has been recovered.

Section 6.6         Application

of Money Collected.

Any money collected by the Trustee pursuant to

this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution

of such money on account of principal or interest, upon presentation of the Notes and the notation thereon of the payment if only partially

paid and upon surrender thereof if fully paid:

First: To the payment of all amounts

due the Trustee (acting in any capacity hereunder);

Second: To the payment of the amounts

then due and unpaid for principal of, and interest on, the Notes in respect of which or for the benefit of which such money has been

collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal

and interest, respectively; and

Third: To the Company.

Section 6.7         Limitation

on Suits.

Except to enforce the right to receive payment

of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or

otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a)        such

Holder has previously given written notice to the Trustee of a continuing Event of Default;

(b)        Holders

of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute

proceedings in respect of such Event of Default in its own name as Trustee hereunder;

Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses

and liabilities to be incurred in compliance with such request;

(d)        the

Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and

(e)        during

such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction

inconsistent with such written request;

it being understood and intended that no one or more of such Holders

shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice

the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to

enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Section 6.8         Unconditional

Right of Holders to Receive Principal and Interest.

Subject to Article XII, notwithstanding

any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment

of the principal of and premium and interest, if any, on such Note on the Stated Maturity or Stated Maturities expressed in such Note

(or, in the case of redemption, on the redemption date) and to institute suit for the enforcement of any such payment, and such rights

shall not be impaired without the consent of such Holder.

Section 6.9         Restoration

of Rights and Remedies.

If the Trustee or any Holder has instituted any

proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason,

or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such

proceeding, the Company, the Subsidiary Guarantors, the Trustee and the Holders shall be restored severally and respectively to their

former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding

had been instituted.

Section 6.10        Rights

and Remedies Cumulative.

Except as otherwise provided with respect to the

replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.7, no right or remedy herein conferred

upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy

shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter

existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent

the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11        Delay

or Omission Not Waiver.

No delay or omission of the Trustee or of any

Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver

of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or

to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the

case may be.

Section 6.12        Control

by Holders.

The Holders of a majority in principal amount

of the outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for exercising any remedy

available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that:

(a)        such

direction shall not be in conflict with any rule of law or with this Indenture,

(b)        the

Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee

in good faith shall determine that the proceeding so directed would reasonably be expected to expose the Trustee to personal liability.

Section 6.13        Waiver

of Past Defaults.

The Holders of a majority in aggregate principal

amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive

any existing Default or Event of Default and its consequences under this Indenture, if the rescission would not conflict with any judgment

or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured,

for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Event of Default or impair any right

consequent thereon.

Section 6.14        Undertaking

for Costs.

All parties to this Indenture agree, and each

Holder by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, 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, suffered or omitted by it as Trustee,

the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion

assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due

regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall

not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate

more than 10% in principal amount of the outstanding Notes, or to any suit instituted by any Holder for the enforcement of the payment

of the principal of or interest on any Note on or after the Stated Maturity or Stated Maturities expressed in such Note (or, in the case

of redemption, on the redemption date).

Section 6.15        Reporting

Defaults.

Notwithstanding Section 6.2, except

as provided in the second to last sentence of this paragraph, the sole remedy for any failure to comply by the Company with Section 4.2

shall be the payment of liquidated damages as described in the following sentence, such failure to comply shall not constitute an Event

of Default, and Holders shall not have any right to accelerate the maturity of the Notes as a result of any such failure to comply. If

a failure to comply by the Company with Section 4.2 is continuing on the day that is 60 days following the Company’s

receipt of notice of such failure to comply in accordance with Section 6.1(d) (such notice, the “Reports Default

Notice”), the Company will pay liquidated damages to all Holders at a rate per annum equal to 0.25% of the principal amount

of the Notes then outstanding from such date to, but not including, the earlier of (x) the 121st day following the Company’s

receipt of the Reports Default Notice and (y) the date on which the failure to comply by the Company with Section 4.2

shall have been cured or waived. On the earlier of the dates specified in the immediately preceding clauses (x) and (y), such liquidated

damages will cease to accrue. If the failure to comply by the Company with Section 4.2 shall not have been cured or waived

on or before the 121st day following the Company’s receipt of the Reports Default Notice, then the failure to comply by the Company

with Section 4.2 shall on such 121st day constitute an Event of Default. A failure to comply with Section 4.2

automatically shall cease to be continuing and shall be deemed cured at such time as the Company furnishes to the Trustee the applicable

information or report (it being understood that the availability of such information or report on the EDGAR service (or any successor

thereto) shall be deemed to satisfy the Company’s obligation to furnish such information to the Trustee); provided, however,

that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed

pursuant to the EDGAR service (or its successor) nor shall the Trustee have any liability or responsibility for the filing, timeliness

or content of such reports. For avoidance of doubt, for purposes of the foregoing, any failure by the Company to comply with Section 4.2

shall constitute a failure by the Company to comply with Section 4.2.

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 Person would exercise or use under the circumstances in the conduct

of such Person’s own affairs.

(b)        Except

during the continuance of an Event of Default:

(i)        The

Trustee need perform only those duties that are specifically set forth in this Indenture and no others; 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 Officers’ Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements

of this Indenture; however, in the case of any such Officers’ Certificates or Opinions of Counsel which by any provisions hereof

are specifically required to be furnished to the Trustee, the Trustee shall examine such Officers’ Certificates and Opinions of

Counsel 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).

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:

(i)        This

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

(ii)        The

Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee

was negligent in ascertaining the pertinent facts;

(iii)        The

Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to the Notes in good

faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Notes relating to the time,

method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon

the Trustee, under this Indenture with respect to the Notes;

(d)        Every

provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section;

(e)        The

Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any cost,

liability or expense;

(f)        The

Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money

held in trust by the Trustee need not be segregated from other funds except to the extent required by law;

(g)        No

provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance

of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment

of such funds or adequate indemnity against such risk is not reasonably assured to it;

(h)        No

bond or surety shall be required with respect to performance of the Trustee’s duties and powers; and

(i)        The

paying agent, the registrar and the Authentication Agent shall be entitled to the protections, immunities and standard of care as are

set forth in paragraphs (b), (c), (e), (f), (g) and (h) of this Section with respect to the Trustee.

Section 7.2         Rights

of Trustee.

(a)        The

Trustee may conclusively rely on and shall be protected in acting or refraining from acting upon any document believed by it to be genuine

and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b)        Before

the Trustee acts or refrains from acting, it may require an Officers’ 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 such Officers’ Certificate or Opinion of Counsel.

Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No

Depository shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depository.

The Trustee shall also have no liability or responsibility for the action or inaction of DTC.

(d)        The

Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights

or powers.

(e)        The

Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete

authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(f)        The

Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction

of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against any costs,

expenses and liabilities which might be incurred by it in compliance with such request or direction.

(g)        The

Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,

opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or

document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see

fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records

and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional

liability of any kind by reason of such inquiry or investigation.

(h)        The

Trustee shall not be deemed to have notice of any Default or Event of Default (other than a payment default under Sections 6.1(a) or

6.1(b)) unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a default in

accordance with Section 11.1.

(i)        The

Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers

authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any

Person authorized to sign an Officers’ Certificate, including any Person specified as so authorized in any such certificate previously

delivered and not superseded.

(j)        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, the paying agent and the registrar in each of their capacities hereunder,

and each agent, custodian and other Person employed to act hereunder.

(k)        In

no event shall the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever

(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or

damage and regardless of the form of action.

(l)        For

certain payments made pursuant to this Indenture, the paying agent may be required to make a “reportable payment” or “withholdable

payment” and in such cases the paying agent may have the duty to act as a payor or withholding agent, respectively, that is responsible

for any tax withholding and reporting required under Chapters 3, 4, 24 and 61 of the Code. The paying agent shall have the sole right

to make the determination as to which payments with respect to which it is the withholding agent are “reportable payments”

or “withholdable payments” under the Code. All parties to this Indenture shall provide an executed IRS Form W-9 or appropriate

IRS Form W-8 (or, in each case, any successor form) to the paying agent prior to closing, and shall promptly update any such form

to the extent such form becomes obsolete or inaccurate in any respect. The paying agent shall have the right to request from any party

to this Indenture, or any other Person entitled to payment hereunder, any additional forms, documentation or other information as may

be reasonably necessary for the paying agent to satisfy its reporting and withholding obligations under the Code. To the extent any such

forms to be delivered under this Section 7.2(l) are not provided prior to or by the time the related payment is required

to be made or are determined by the paying agent to be incomplete and/or inaccurate in any respect, the paying agent shall be entitled

to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4, 24 or 61 of the Code, and shall

have no obligation to gross up any such payment.

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 Company or any of its Affiliates with the same rights it would

have if it were not Trustee. However, if the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days

or resign. Any Agent may do the same with like rights. The Trustee is also subject to Section 7.9. Under no circumstances

shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes.

Section 7.4         Trustee’s

Disclaimer.

The Trustee makes no representation as to the

validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the

Notes, and it shall not be responsible for any statement in the Notes other than its authentication.

Section 7.5         Notice

of Defaults.

If a Default or Event of Default occurs and is

continuing with respect to the Notes and if it is actually known to a Responsible Officer of the Trustee as described in Section 7.2(h),

the Trustee shall mail to each Holder notice of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible

Officer of the Trustee has actual knowledge of such Default or Event of Default. The Trustee may withhold the notice if and so long as

it in good faith determines that withholding the notice is in the interests of Holders, except a Default or Event of Default relating

to the payment of principal of, premium on, if any, and interest on, the Notes.

Section 7.6         Compensation

and Indemnity.

The Company shall pay to the Trustee (acting in

any capacity hereunder) from time to time such compensation for its services as the Company and the Trustee shall agree in writing. The

Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse

the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation

and expenses of the Trustee’s agents and counsel.

The Company shall fully indemnify the Trustee

(acting in any capacity hereunder) or any predecessor Trustee and their agents (including the cost of defending itself against any claim

(whether asserted by the Company, or any Holder or any other Person)) against any and all losses, damages, claims, liability, fees, costs

or expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except

as set forth in the next paragraph in the performance of their duties under this Indenture as Trustee or Agent, including, without limitation,

reasonable attorneys’ fees and expenses and court costs incurred in connection with any action, claim or suit brought to enforce

the Trustee’s right to compensation, reimbursement or indemnification. The Trustee shall notify the Company promptly of any claim

of which a Responsible Officer has received notice for which it may seek indemnity. The Company shall defend the claim and the Trustee

shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such

counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This

indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee and any Agent.

The Company need not reimburse any expense or

indemnify against any loss or liability incurred by the Trustee or by any officer, director or employee of the Trustee caused by its

own negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable order.

To secure the Company’s payment obligations

in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee, except that

held in trust to pay principal and interest on the Notes.

When the Trustee incurs expenses or renders services

after an Event of Default specified in Section 6.1(g) or (h) (or any comparable provisions set forth in

a supplemental indenture) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration

under any Bankruptcy Law.

The provisions of this Section shall survive

the termination of this Indenture and the resignation or removal of the Trustee.

Section 7.7         Replacement

of Trustee.

A resignation or removal of the Trustee and appointment

of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

The Trustee may resign by so notifying the Company

in writing. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and the Company

in writing not less than 30 days prior to the effective date of such removal.

The Company may remove the Trustee if:

(a)        the

Trustee fails to comply with Section 7.9;

(b)        the

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

Custodian or public officer takes charge of the Trustee or its property; or

(d)        the

Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy

exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor

Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to

replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within

60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal

amount of the Notes may petition any court of competent jurisdiction at the expense of the Company for the appointment of a successor

Trustee.

If the Trustee fails to comply with Section 7.9,

any Holder, who has been a Holder for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee

and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance

of its appointment to the retiring Trustee and to the Company. Promptly after that, the retiring Trustee shall, upon payment of its charges

hereunder, transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.6,

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. A successor Trustee shall mail a notice of its succession to each Holder.

Notwithstanding replacement of the Trustee pursuant

to this Section 7.7, the Company’s obligations under Section 7.6 shall continue for the benefit of the

retiring trustee with respect to expenses and liabilities incurred by it prior to such replacement.

Any resigning or removed Trustee shall have no

responsibility or liability for any action or inaction of any successor Trustee.

Section 7.8         Successor

Trustee by Merger, Etc.

If the Trustee consolidates with, merges or converts

into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without

any further act shall be the successor Trustee.

Section 7.9         Eligibility;

Disqualification.

This Indenture shall always have a Trustee that

is a corporation, national association or other business entity organized and doing business under the laws of the United States of America

or of any state thereof that is authorized under such laws to exercise corporate trustee power, and that is subject to supervision or

examination by U.S. federal or state authorities. The Trustee shall always have a combined capital and surplus of at least $50,000,000

as set forth in its most recent published annual report of condition.

Section 7.10        Agents.

The rights, privileges, protections, immunities

and benefits given to the Trustee, including, without limitation, its right to be compensated, reimbursed (including for any applicable

value added tax) and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and

to each Agent. For avoidance of doubt, the provisions of this Article VII (other than Section 7.1(a)) shall be

applicable to all Agents whether or not such Agent is an affiliate of the Trustee.

ARTICLE VIII.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1         Option

to Effect Legal Defeasance or Covenant Defeasance.

The Company may, at the option of its Board of

Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.2

or 8.3 be applied to all of its obligations discharged with respect to outstanding Notes upon compliance with the conditions

set forth below in this Article VIII.

Section 8.2         Legal

Defeasance and Discharge.

Upon the Company’s exercise under Section 8.1

of the option applicable to this Section 8.2, each of the Company and the Subsidiary Guarantors, if any, shall, subject to

the satisfaction of the conditions set forth in Section 8.4, be deemed to have been discharged from its obligations with

respect to all outstanding Notes and related Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal

Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire

Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes

of Section 8.5 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied

all its other obligations under such Notes and this Indenture as it relates to such Notes (and the Trustee, on demand of and at the expense

of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until

otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund

described in Section 8.4, and as more fully set forth in such section, payments in respect of the principal of, premium,

if any, and interest on such Notes when such payments are due, (b) the Company’s and Subsidiary Guarantors’ obligations

with respect to the Notes under Article II, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder

and the Company’s and the Subsidiary Guarantors’ obligations in connection therewith and (d) this Article VIII.

Subject to compliance with this Article VIII, the Company may exercise its option under this Section 8.2 notwithstanding

the prior exercise of its option under Section 8.3.

Section 8.3         Covenant

Defeasance.

Upon the Company’s exercise under Section 8.1

of the option applicable to this Section 8.3, each of the Company and the Subsidiary Guarantors, if any, shall, subject to

the satisfaction of the conditions set forth in Section 8.4, be released from its obligations under Article IV

(other than Sections 4.1, 4.5 and Section 4.11) and Article V with respect to the outstanding Notes

and related Note Guarantees on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”),

and such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration

or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”

for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this

purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company and the Subsidiary Guarantors may omit to

comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly

or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to

any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default

under Section 6.1, but, except as specified above, the remainder of this Indenture, such Notes and the related Note Guarantees,

if any, shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.1 of the option applicable

to this Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.4, Sections 6.1(c) through

6.1(f) and 6.1(i) shall not constitute Events of Default.

Section 8.4         Conditions

to Legal or Covenant Defeasance.

The following shall be the conditions to the application

of either Section 8.2 or 8.3 to the outstanding Notes:

In order to exercise either Legal Defeasance or

Covenant Defeasance:

(a)        the

Company must irrevocably deposit with the Trustee, in trust, for the benefit of Holders, cash in U.S. Dollars for the Notes, non-callable

Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm

of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity

or on the applicable redemption date, as the case may be, of such principal or installment of principal of, premium, if any, or interest

on the outstanding Notes;

(b)        in

the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee

confirming that (i) the Company has received from, or there has been published by, the IRS a ruling or (ii) since the date

hereof, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such

Opinion of Counsel shall confirm that, Holders and beneficial owners of the 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;

the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably

acceptable to the Trustee confirming that the Holders and beneficial owners of the 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 the case if such Covenant Defeasance had not occurred;

(d)        no

Default or Event of Default shall have occurred and be continuing (other than a Default or Event of Default resulting from the borrowing

of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens

to secure such borrowings) on the date of the deposit described in clause (a) above;

(e)        such

Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement

or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced)

to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(f)        the

Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with

the intent of preferring Holders over any other creditors of the Company with the intent of defeating, hindering, delaying or defrauding

creditors of the Company or others; and

(g)        the

Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions

precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.5         Deposited

Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.6, all money

and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively

for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 in respect of the

outstanding Notes subject to a Legal Defeasance or a Covenant Defeasance shall be held in trust and applied by the Trustee, in accordance

with the provisions of such Notes and this Indenture, to the payment, either directly or through any paying agent (including the Company

acting as paying agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect

of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by

law.

The Company and the Subsidiary Guarantors shall

pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government

Securities deposited pursuant to Section 8.4 or the principal and interest received in respect thereof other than any such

tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes subject to a Legal Defeasance or a Covenant

Defeasance.

Anything in this Article VIII to the

contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money

or non-callable Government Securities held by it as provided in Section 8.4 which, in the opinion of a nationally recognized

firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion

delivered under Section 8.4(a)), are in excess of the amount thereof that would then be required to be deposited to effect

an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.6         Repayment

to Company.

Any money deposited with the Trustee or any paying

agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest, if any, on any Notes

subject to a Legal Defeasance or a Covenant Defeasance and remaining unclaimed for two years after such principal, and premium, if any,

or interest, if any, have become due and payable, subject to applicable abandoned property law, shall be paid to the Company on its request

or (if then held by the Company) shall be discharged from such trust; and the Holders of such Notes shall thereafter, as an unsecured

general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such paying agent with respect to

such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

Section 8.7         Reinstatement.

If the Trustee or paying agent is unable to apply

any U.S. Dollars or non-callable Government Securities in accordance with Section 8.2 or 8.3, as the case may be,

by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,

then the Company’s obligations under this Indenture, the Notes and the related Note Guarantees, if any, shall be revived and reinstated

as though no deposit had occurred pursuant to Section 8.2 or 8.3 until such time as the Trustee or paying agent is

permitted to apply all such money in accordance

with Section 8.2 or 8.3, as the case may be; provided, however, that, if the Company makes any payment

of principal of, premium, if any, or interest, if any, on any such Notes following the reinstatement of its obligations, the Company

shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or paying agent.

ARTICLE IX.

AMENDMENTS AND WAIVERS

Section 9.1         Without

Consent of Holders.

Notwithstanding Section 9.2, without

the consent of any Holder, the Company and the Trustee may amend or supplement this Indenture or the Notes:

(a)        to

cure any ambiguity, defect or inconsistency,

(b)        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),

provide for the assumption of the Company’s or a Subsidiary Guarantor’s obligations to Holders in the case of a merger or

consolidation,

(d)        to

make any change that would provide any additional rights or benefits to Holders (including providing for additional Note Guarantees)

or that does not adversely affect the legal rights of any such Holder under this Indenture,

(e)        to

provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or

(f)        to

conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” section

of the Company’s Offering Memorandum dated June 15, 2026, relating to the initial offering of the Notes, to the extent that

such provision in that “Description of the Notes” was intended to be a substantially verbatim recitation of a provision of

this Indenture, the Notes or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate delivered to the Trustee

to that effect.

Upon the request of the Company accompanied by

a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the

Trustee of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors

in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further

appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended

or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

For the avoidance of doubt, no amendment to, or

deletion of any of the covenants described in Article IV or action taken in compliance with the covenants in effect at the

time of such action, shall be deemed to impair or affect any rights of any Holders to receive payment of principal of or premium, if

any, or interest on the Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes.

Section 9.2         With

Consent of Holders.

Except as provided in Section 9.1

and Section 9.3, this Indenture and the Notes may be amended or supplemented with the consent of Holders of at least a majority

in principal amount of Notes then outstanding affected by the supplemental indenture implementing such amendment or supplement (including

consents obtained in connection with a tender offer or exchange offer for Notes), and, subject to Sections 6.8 and 6.12,

any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any,

or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision

of this Indenture or the Notes may be waived with the consent of Holders of a majority in principal amount of Notes then outstanding

affected by such supplemental indenture implementing such amendment or supplement (including consents obtained in connection with a tender

offer or exchange offer for Notes).

It shall not be necessary for the consent of the

Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient

if such consent approves the substance thereof. After a supplemental indenture or waiver under this Section 9.2 becomes effective,

the Company shall deliver to the Holders affected thereby a notice briefly describing the supplemental indenture or waiver. Any failure

by the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental

indenture or waiver.

Upon the request of the Company accompanied by

a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with

the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee

of the documents described in Section 7.2, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution

of such amended or supplemental Indenture unless such amended or supplemental Indenture affects the Trustee’s own rights, duties

or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter

into such amended or supplemental Indenture.

Section 9.3         Limitations.

Without the consent of each affected Holder of

the Notes, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

(a)        reduce

the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(b)        reduce

the principal of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption of any Note in

a manner adverse to the Holder of such Note;

the rate of or change the time for payment of interest on any Note;

(d)        waive

a Default or Event of Default in the payment of principal of or premium, if any, or interest on any Note (except a rescission of acceleration

of the Notes by Holders of at least a majority in aggregate principal amount of Notes then outstanding and a waiver of the payment default

that resulted from such acceleration);

(e)        make

any Note payable in a currency other than that stated in such Note;

(f)        make

any change in the provisions of this Indenture relating to waivers of past Defaults or the legal rights of Holders to receive payments

of principal of or premium, if any, or interest on the Notes;

(g)        waive

a redemption payment with respect to any Note (it being understood that the payment required by Section 4.10 hereof is not a redemption

payment);

(h)        except

pursuant to this Indenture, release any Subsidiary Guarantor from its obligations under its Note Guarantee, or change any Note Guarantee

in any manner that would materially adversely affect Holders; or

(i)        make

any change in the foregoing amendment and waiver provisions.

It shall not be necessary for the consent of the

Holders under this Section 9.3 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient

if such consent approves the substance thereof.

Section 9.4         Revocation

and Effect of Consents.

Until an amendment 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 his Note or portion of a Note if the Trustee

receives the notice of revocation before the date the amendment or waiver becomes effective.

Any amendment or waiver once effective shall bind

every Holder of a Note affected by such amendment or waiver unless it is of the type described in any of clauses (a) through (i) of

Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Note who has consented to it and every subsequent

Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note.

Section 9.5         Notation

on or Exchange of Notes.

The Trustee may place an appropriate notation

about an amendment or waiver on any Note thereafter authenticated. The Company in exchange for Notes may issue and the Trustee shall

authenticate upon request new Notes that reflect the amendment or waiver.

Section 9.6         Trustee

to Sign Amendments; Trustee Protected.

The Trustee shall sign any amended or supplemental

Indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties,

liabilities or immunities of the Trustee. In executing, or accepting the additional trusts created by, any supplemental indenture permitted

by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and (subject

to Section 7.1) shall be fully protected in conclusively relying upon, an Opinion of Counsel and Officers’ Certificate

stating that the execution of such supplemental indenture is authorized or permitted by this Indenture, complying with the requirements

of Sections 11.2 and 11.3, and covering such other matters as the Trustee may reasonably require, including that such supplemental

indenture is the legal, valid and binding obligation of the Company and the Subsidiary Guarantors, enforceable against the Company and

the Subsidiary Guarantors in accordance with its terms.

Promptly after the execution by the Company and

the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit a copy of such supplemental

indenture or a notice provided by the Company to the Trustee setting forth in general terms the substance of such supplemental indenture,

to the Holders affected thereby. In the case of certificated Notes, such notice shall be sent by mail, first class postage prepaid, to

the Holders affected thereby as their names and addresses appear upon the register reflecting ownership of definitive registered Notes

in certificated form (“Note Register”). Any failure of the Trustee to mail such notice, or any defect therein, shall not,

however, in any way impair or affect the validity of any such supplemental indenture.

ARTICLE X.

SATISFACTION AND DISCHARGE

Section 10.1        Satisfaction

and Discharge.

This Indenture will be discharged and will cease

to be of further effect as to all Notes issued hereunder, when:

(a)        either:

(i)         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 Company, have been delivered to the Trustee for cancellation; or

(ii)        all

Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the delivery of a notice

of redemption or otherwise or will become due and payable within one year and the Company or any Subsidiary Guarantor has irrevocably

deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such Notes, cash

in U.S. Dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, without consideration

of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation

for principal of, premium on, if any, and interest on, the Notes to the date of maturity or redemption;

(b)        in

respect of clause (a)(ii), no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default

or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness

and, in each case, the granting of Liens to secure such borrowings);

Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under this Indenture;

(d)        the

Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity

or on the redemption date, as the case may be; and

(e)        the

Company has delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to

the satisfaction and discharge of this Indenture have been satisfied.

ARTICLE XI.

MISCELLANEOUS

Section 11.1        Notices.

Any notice or communication by the Company, any

Subsidiary Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered

or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company or any Subsidiary Guarantor:

Iron Mountain Incorporated

1101 Enterprise Drive

Royersford, PA 19468

Telecopier No.: (617) 646-0920

Attention: Treasurer & General Counsel

With a copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Telecopier No.: (212) 310-8007

Attention: Frank R. Adams, Esq.

If to the

Trustee:

Computershare Trust Company, N.A.

1505 Energy Park Drive

St. Paul, MN 55108

Attention: Corporate Trust Services Administrator — Iron Mountain Incorporated

The Company, any Subsidiary Guarantor or the Trustee,

by notice to the others may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those

sent to Holders) must reference the Notes and this Indenture and shall be deemed to have been duly given: at the time delivered by hand,

if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged,

if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day

delivery.

Any notice or communication to a Holder shall

be delivered electronically or mailed by first class mail, or by overnight air courier guaranteeing next day delivery to its address

shown on the register kept by the registrar. Failure to mail a notice or communication to a Holder or any defect in it shall not affect

its sufficiency with respect to other Holders.

If a notice or communication is mailed in the

manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company or any Subsidiary Guarantor electronically

delivers or mails a notice or communication to Holders, it shall electronically deliver or mail a copy to the Trustee and each Agent

at the same time.

Section 11.2        Certificate

and Opinion as to Conditions Precedent.

Upon any request or application by the Company

or any Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company or such Subsidiary Guarantor shall furnish

to the Trustee:

(a)        an

Officers’ Certificate 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

(b)        an

Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 11.3         Statements

Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance

with a condition or covenant provided for in this Indenture shall include:

(a)        a

statement that the Person making such certificate or opinion has read such covenant or condition;

(b)        a

brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such

certificate or opinion are based;

statement that, in the opinion of such Person, 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

(d)        a

statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 11.4        Rules by

Trustee and Agents.

The Trustee may make reasonable rules for

action by or at a meeting of Holders. The registrar or paying agent may make reasonable rules and set reasonable requirements for

its functions.

Section 11.5        Legal

Holidays.

A “Legal Holiday” is any day

that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next

succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

Section 11.6        No

Personal Liability of Directors, Managers, Officers, Employees and Stockholders.

No director, manager, officer, employee, incorporator

or stockholder or other equity holder of the Company or any Subsidiary, as such, shall have any liability for any obligations of the

Company or any Subsidiary under the Notes, the Note Guarantees or this Indenture or for any claim based on, in respect of, or by reason

of, such obligations or their creation. Each Holder, by accepting a Note and the Note Guarantees, waives and releases all such liability.

The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees.

Section 11.7        Counterparts.

This Indenture may be executed in any number of

counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and

all of which taken together shall constitute one and the same agreement. This Indenture shall be valid, binding, and enforceable against

a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature

permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions

Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively,

“Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature.

Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect,

and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall

have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and

shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Indenture may be executed in

any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and

the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required

under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

Section 11.8        GOVERNING

LAWS.

THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES

SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

Section 11.9        No

Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another

indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret

this Indenture.

Section 11.10      Successors.

All agreements of the Company and the Subsidiary

Guarantors in this Indenture and the Notes and the Note Guarantees shall bind their respective successors. All agreements of the Trustee

in this Indenture shall bind its successors.

Section 11.11      Severability.

In case any provision in this Indenture, the Notes

or the Note Guarantees, if any, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining

provisions shall not in any way be affected or impaired thereby.

Section 11.12      Table

of Contents, Headings, Etc.

The Table of Contents and headings of the Articles

and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall

in no way modify or restrict any of the terms or provisions hereof.

Section 11.13      Judgment

Currency.

The Company agrees, to the fullest extent that

it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to

convert the sum due in respect of the principal of or interest or other amount on the Notes (the “Required Currency”)

into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be

the rate at which in accordance with normal banking procedures such foreign exchange agent appointed by the Company could purchase in

The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless

such day is not a New York Banking Day, then, the rate of exchange used shall be the rate at which in accordance with normal banking

procedures such foreign exchange agent appointed by the Company could purchase in The City of New York the Required Currency with the

Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered and (b) its obligations

under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, any recovery

pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency,

except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required

Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of

action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the

full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for

any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day except

a Saturday, Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation

or executive order to close.

Section 11.14     Waiver

of Jury Trial.

EACH OF THE COMPANY, THE SUBSIDIARY 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 TRANSACTION CONTEMPLATED HEREBY.

Section 11.15      Submission

to Jurisdiction; Venue.

THE COMPANY AND EACH SUBSIDIARY GUARANTOR HEREBY

IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY

FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF

OR RELATING TO THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,

GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY AND EACH SUBSIDIARY GUARANTOR IRREVOCABLY WAIVES, TO

THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO

THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR

PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE

OR ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE

COMPANY OR ANY SUBSIDIARY GUARANTOR IN ANY OTHER JURISDICTION.

Section 11.16     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: any act or provision of any present or future law or regulation or governmental

authority, any act of God, natural disaster, war, terrorism, civil unrest, accidents, labor dispute, disease, epidemic or pandemic, quarantine,

national emergency, loss or malfunction of utility or computer software or hardware, communications system failure, malware or ransomware

or unavailability of the Federal Reserve Bank wire or telex system or other wire or other funds transfer systems, or unavailability of

any securities clearing system; it being understood that the Trustee shall use reasonable efforts which are consistent with the business

interruption policies and procedures of the Trustee to resume performance as soon as practicable under the circumstances.

ARTICLE XII.

NOTE GUARANTEES

Section 12.1       Note

Guarantee.

Each Subsidiary Guarantor that is a signatory

hereto and each Subsidiary of the Company that is required to become party to this Indenture as a Subsidiary Guarantor upon execution

of a supplemental indenture, hereby jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered

by the Trustee irrespective of the validity or enforceability of this Indenture, the Notes or the obligations of the Company under this

Indenture or the Notes, that: (i) the principal of and interest on the Notes will be paid in full when due, whether at the maturity

or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise, and interest on the overdue principal

of and interest, if any, on the Notes and all other obligations of the Company to the Holders or the Trustee under this Indenture or

the Notes will be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Notes; and (ii) in

case of any extension of time of payment or renewal of any Notes or any of such other obligations, they will be paid in full when due

or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment

when due of any amount so guaranteed for whatever reason, each Subsidiary Guarantor will be obligated to pay the same whether or not

such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.2. Each Subsidiary

Guarantor agrees that this is a guarantee of payment not a guarantee of collection.

Each Subsidiary Guarantor hereby agrees that its

obligations with regard to this Note Guarantee shall be joint and several and unconditional, irrespective of the validity or enforceability

of the Notes or the obligations of the Company under this Indenture, the absence of any action to enforce the same, the recovery of any

judgment against the Company or any other obligor with respect to this Indenture, the Notes or the obligations of the Company under this

Indenture or the Notes, any action to enforce the same or any other circumstances (other than complete performance) which might otherwise

constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor further, to the extent permitted

by law, waives and relinquishes all claims, rights and remedies accorded by applicable law to guarantors and agrees not to assert or

take advantage of any such claims, rights or remedies, including but not limited to: (a) any right to require the Trustee, the Holders

or the Company (each, a “Benefited Party”) to proceed against the Company or any other Person or to proceed against

or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any Benefited Party’s power before

proceeding against such Subsidiary Guarantor; (b) the defense of the statute of limitations in any action hereunder or in any action

for the collection of any Indebtedness or the performance of any obligation hereby guaranteed; (c) any defense that may arise by

reason of the incapacity, lack of authority, death or disability of any other Person or the failure of a Benefited Party to file or enforce

a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person; (d) demand, protest and

notice of any kind including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness

or obligation or of any action or non-action on the part of such Subsidiary Guarantor, the Company, any Benefited Party, any creditor

of such Subsidiary Guarantor, the Company or on the part of any other Person whomsoever in connection with any Indebtedness or obligations

hereby guaranteed; (e) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election

to proceed against such Subsidiary Guarantor for reimbursement; (f) any defense based upon any statute or rule of law which

provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;

(g) any defense arising because of a Benefited Party’s election, in any proceeding instituted under Bankruptcy Law, of the

application of 11 U.S.C. Section 1111 (b)(2); or (h) any defense based on any borrowing or grant of a security interest under

11 U.S.C. Section 364. Each Subsidiary Guarantor hereby covenants that its Note Guarantee will not be discharged except by complete

performance of the obligations contained in its Note Guarantee and this Indenture.

If any Holder or the Trustee is required by any

court or otherwise to return to either the Company or any Subsidiary Guarantor, or any Custodian acting in relation to either the Company

or such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the applicable

Note Guarantees, to the extent theretofore discharged, shall be reinstated and be in full force and effect. Each Subsidiary Guarantor

agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby

until payment in full of all obligations guaranteed hereby.

Each Subsidiary Guarantor further agrees that,

as between such Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the

obligations guaranteed hereby may be accelerated as provided in Section 6.2 for the purposes of this Note Guarantee, notwithstanding

any stay, injunction or other prohibition preventing such acceleration as to the Company or any other obligor on the Notes of the obligations

guaranteed hereby, and (ii) in the event of any declaration of acceleration of those obligations as provided in Section 6.2,

those obligations (whether or not due and payable) will forthwith become due and payable by such Subsidiary Guarantor for the purpose

of this Note Guarantee.

Section 12.2         Limitation

of Subsidiary Guarantor’s Liability.

Each Subsidiary Guarantor and, by its acceptance

hereof, the Trustee and each Holder hereby confirm that it is its intention that the Note Guarantee of such Subsidiary Guarantor not

constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform

Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing

intention, each such Person hereby irrevocably agrees that the obligation of such Subsidiary Guarantor under its Note Guarantee under

this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other

(contingent or other) liabilities of such Subsidiary 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 Subsidiary Guarantor in respect of the obligations

of such other Subsidiary Guarantor under this Article XII, result in the obligations of such Subsidiary Guarantor in respect

of such maximum amount not constituting a fraudulent transfer or conveyance under said laws. The Trustee and each Holder by accepting

the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company

or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will

not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments

by such Subsidiary Guarantor in respect of such concurrent claims.

ARTICLE XIII.

USA PATRIOT ACT

Section 13.1         USA

Patriot Act.

The parties hereto acknowledge that in accordance

with Section 326 of the USA Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of

terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that

establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee

with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the USA Patriot Act.

[Remainder of Page Left Blank Intentionally;

Signature Pages Follow Immediately.]

IN WITNESS WHEREOF, the parties hereto have caused

this Indenture to be duly executed as of the date and year first written above.

IRON MOUNTAIN INCORPORATED

By:

/s/ David Buda

Name: David Buda

Title: Senior Vice President and Treasurer

IRON MOUNTAIN GLOBAL HOLDINGS, INC.

IRON MOUNTAIN INFORMATION

MANAGEMENT SERVICES, INC.

IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.

IRON MOUNTAIN SECURE SHREDDING, INC.

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

IRON MOUNTAIN DATA CENTERS, LLC

IRON MOUNTAIN DATA CENTERS SERVICES, LLC

IRON MOUNTAIN RECORDS MANAGEMENT (PUERTO RICO), INC.

IM MORTGAGE SOLUTIONS, LLC

ITRENEW, INC.

By:

/s/ David Buda

Name: David Buda

Title: Senior Vice President and Treasurer

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee

By:

/s/ Veronica Ard

Name: Veronica Ard

Title: Assistant Vice President

EXHIBIT A

[FACE OF GLOBAL NOTE]

6.250% Senior Notes due 2035

ISIN No.:

No. [ ]

144A: US46284VAR24

$[ · ]

Reg S: USU46009AQ64

CUSIP No.:

144A: 46284V AR2

Reg S: U46009 AQ6

IRON MOUNTAIN INCORPORATED

promises to pay to Cede & Co., or registered assigns, the

principal sum of [●] DOLLARS on January 15, 2035.

Interest Payment Dates: January 15 and July 15

Record Dates: January 1 and July 1

Dated: June 26, 2026

A-1

IRON MOUNTAIN INCORPORATED

By:

Name:

Title:

A-2

This is one of the Notes

referred to in the within-

mentioned Indenture:

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee

By:

Authorized Signatory

Date:

A-3

6.250% Senior Notes due 2035

THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (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) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT

TO SECTION 2.6.1 OF THE INDENTURE; AND (II) THIS GLOBAL NOTE MAY BE DELIVERED IN ACCORDANCE WITH SECTION 2.6.13 OF

THE INDENTURE TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE.

[Insert 144A Legend and Reg S Legend if applicable pursuant

to the Indenture]

BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER

HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) IT IS NOT A PLAN (WHICH TERM IS DEFINED AS (I) EMPLOYEE

BENEFIT PLANS THAT ARE SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR ERISA, (II) PLANS, INDIVIDUAL