Form 8-K

8-K — FirstCash Holdings, Inc.

Accession: 0001104659-26-054143

Filed: 2026-05-01

Period: 2026-05-01

CIK: 0000840489

SIC: 5900 (RETAIL-MISCELLANEOUS RETAIL)

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 — tm2613265d1_8k.htm (Primary)

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8-K (Primary)

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2026-05-01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):

May 1, 2026

FIRSTCASH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-10960

87-3920732

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1600

West 7th Street, Fort Worth, Texas 76102

(Address of principal executive offices, including

zip code)

(817) 335-1100

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

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, par value $.01 per share

FCFS

The Nasdaq Stock Market

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 ¨

If 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 Securities Exchange Act of 1934. ¨

Item 1.01 Entry into a Material Definitive

Agreement.

On May 1, 2026, FirstCash Holdings, Inc.

(the “Company”) closed its previously announced private offering of $750,000,000 of 6.125% senior notes due 2034 (the “Notes”)

issued by the Company’s wholly-owned subsidiary, FirstCash, Inc. (the “Issuer”). The Notes are unsecured senior

obligations of the Issuer and are guaranteed by the Company and its domestic subsidiaries that guarantee its revolving unsecured credit

facility and existing senior unsecured notes. The Notes were sold in a private placement in reliance on Rule 144A and Regulation

S under the Securities Act of 1933, as amended, pursuant to a purchase agreement among the Issuer, the Company and the other guarantors

listed therein and Jefferies LLC, as representative of the initial purchasers.

The Notes were issued pursuant to an indenture

(the “Indenture”), dated as of May 1, 2026, by and among the Issuer, the Company and the other guarantors listed therein

and BOKF, NA, as trustee. The Indenture provides that interest on the Notes will accrue from May 1, 2026 and is payable semi-annually

in arrears on May 1 and November 1 of each year, beginning on November 1, 2026, and that the Notes mature on May 1,

2034.

Prior to May 1, 2029, the Issuer may redeem

some or all of the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus the

“make-whole” premium set forth in the Indenture. The Issuer may redeem up to 40% of the Notes on or prior to May 1, 2029

with the proceeds of certain equity offerings at the redemption prices set forth in the Indenture. The Issuer may redeem some or all of

the Notes at any time on or after May 1, 2029, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest

up to, but not including, the redemption date. If the Company or any of its restricted subsidiaries sells certain assets or if the Company

consummates certain change in control transactions, the Issuer will be required to make an offer to repurchase the Notes.

The Indenture contains certain covenants that,

among other things, limit the Company’s ability and the ability of its restricted subsidiaries to incur additional indebtedness,

make certain dividends, repurchase Company stock or make other distributions, make certain investments, create liens, transfer or sell

assets, merge or consolidate, and enter into transactions with the Company’s affiliates. Such covenants are subject to a number

of important exceptions and qualifications set forth in the Indenture. The Indenture also contains certain customary events of default,

including failure to make payments in respect of the principal amount of the Notes, failure to make payments of interest on the Notes

when due and payable, failure to comply with certain covenants and agreements and certain events of bankruptcy or insolvency.

The description above is qualified in its entirety

by the full text of the Indenture (including the form of Note attached as an exhibit thereto), which is filed as Exhibit 4.1 to this

Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above and

the full text of the Indenture, which is filed as Exhibit 4.1 is to this Current Report on Form 8-K, is incorporated by reference

into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

4.1

Indenture, dated as of May 1, 2026, by and among FirstCash, Inc., the guarantors listed therein and BOKF, NA (including the form of Note attached as an exhibit thereto)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document 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 hereunto duly authorized.

Dated: May 1, 2026

FIRSTCASH HOLDINGS, INC.

(Registrant)

/s/ BRIAN D. HOSTETLER

Brian D. Hostetler

Senior Vice President and Chief Accounting Officer

(As Principal Accounting Officer)

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2613265d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

Execution

Version

FIRSTCASH, INC.

AND EACH OF THE GUARANTORS PARTY HERETO

6.125% SENIOR NOTES DUE 2034

INDENTURE

Dated as of May 1, 2026

BOKF, NA

Trustee

TABLE OF CONTENTS

Page

Article 1

DEFINITIONS AND INCORPORATION

BY REFERENCE

Section 1.01.

Definitions

Section 1.02.

Other Definitions

Section 1.03.

Trust Indenture Act

Section 1.04.

Rules of Construction

Article 2

THE NOTES

Section 2.01.

Form and Dating

Section 2.02.

Execution and Authentication

Section 2.03.

Registrar and Paying Agent

Section 2.04.

Paying Agent to Hold Money in Trust

Section 2.05.

Holder Lists

Section 2.06.

Transfer and Exchange

Section 2.07.

Replacement Notes

Section 2.08.

Outstanding Notes

Section 2.09.

Treasury Notes

Section 2.10.

Temporary Notes

Section 2.11.

Cancellation

Section 2.12.

Defaulted Interest

Section 2.13.

Issuance of Additional Notes

Article 3

REDEMPTION AND PREPAYMENT

Section 3.01.

Notices to Trustee

Section 3.02.

Selection of Notes to Be Redeemed or Purchased

Section 3.03.

Notice of Redemption

Section 3.04.

Effect of Notice of Redemption

Section 3.05.

Deposit of Redemption or Purchase Price

Section 3.06.

Notes Redeemed or Purchased in Part

Section 3.07.

Optional Redemption

Section 3.08.

Mandatory Redemption

Section 3.09.

Offer to Purchase by Application of Excess Proceeds

Article 4

COVENANTS

Section 4.01.

Payment of Notes

Section 4.02.

Maintenance of Office or Agency

Section 4.03.

Reports

Section 4.04.

Compliance Certificate

Page

Section 4.05.

Taxes

Section 4.06.

Stay, Extension and Usury Laws

Section 4.07.

Restricted Payments

Section 4.08.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Section 4.09.

Incurrence of Indebtedness and Issuance of Preferred Stock

Section 4.10.

Asset Sales

Section 4.11.

Transactions with Affiliates

Section 4.12.

Liens

Section 4.13.

Business Activities

Section 4.14.

Corporate Existence

Section 4.15.

Repurchase at the Option of Holders

Section 4.16.

Limitation on Sale and Leaseback Transactions

Section 4.17.

Payments for Consent

Section 4.18.

Additional Note Guarantees

Section 4.19.

Designation of Restricted and Unrestricted Subsidiaries

Section 4.20.

Suspension of Certain Covenants

Article 5

SUCCESSORS

Section 5.01.

Merger, Consolidation or Sale of Assets

Section 5.02.

Successor Corporation Substituted

Article 6

DEFAULTS AND REMEDIES

Section 6.01.

Events of Default

Section 6.02.

Acceleration

Section 6.03.

Other Remedies

Section 6.04.

Waiver of Past Defaults

Section 6.05.

Control by Majority

Section 6.06.

Limitation on Suits

Section 6.07.

Rights of Holders of Notes to Receive Payment

Section 6.08.

Collection Suit by Trustee

Section 6.09.

Trustee May File Proofs of Claim

Section 6.10.

Priorities

Section 6.11.

Undertaking for Costs

Article 7

TRUSTEE

Section 7.01.

Duties of Trustee

Section 7.02.

Rights of Trustee

Section 7.03.

Individual Rights of Trustee

Section 7.04.

Trustee’s Disclaimer

Section 7.05.

Notice of Defaults

Section 7.06.

[Reserved]

Page

Section 7.07.

Compensation and Indemnity

Section 7.08.

Replacement of Trustee

Section 7.09.

Successor Trustee by Merger, etc.

Section 7.10.

Eligibility; Disqualification

Section 7.11.

[Reserved]

Article 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.

Option to Effect Legal Defeasance or Covenant Defeasance

Section 8.02.

Legal Defeasance and Discharge

Section 8.03.

Covenant Defeasance

Section 8.04.

Conditions to Legal or Covenant Defeasance

Section 8.05.

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

Section 8.06.

Repayment to Company

Section 8.07.

Reinstatement

Article 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.

Without Consent of Holders of Notes

Section 9.02.

With Consent of Holders of Notes

Section 9.03.

[Reserved]

Section 9.04.

Revocation and Effect of Consents

Section 9.05.

Notation on or Exchange of Notes

Section 9.06.

Trustee to Sign Amendments, etc.

Article 10

NOTE GUARANTEES

Section 10.01.

Guarantee

Section 10.02.

Limitation on Guarantor Liability

Section 10.03.

Execution and Delivery of Note Guarantee

Section 10.04.

Guarantors May Consolidate, etc., on Certain Terms

Section 10.05.

Releases

Article 11

SATISFACTION AND DISCHARGE

Section 11.01.

Satisfaction and Discharge

Section 11.02.

Application of Trust Money

Article 12

MISCELLANEOUS

Section 12.01.

[Reserved]

Section 12.02.

Notices

iii

Page

Section 12.03.

[Reserved]

Section 12.04.

Certificate and Opinion as to Conditions Precedent

Section 12.05.

Statements Required in Certificate or Opinion

Section 12.06.

Rules by Trustee and Agents

100

Section 12.07.

No Personal Liability of Directors, Officers, Employees and Stockholders

100

Section 12.08.

Governing Law

100

Section 12.09.

No Adverse Interpretation of Other Agreements

100

Section 12.10.

Successors

100

Section 12.11.

Severability

100

Section 12.12.

Counterpart Originals

100

Section 12.13.

Table of Contents, Headings, etc.

100

Section 12.14.

Force Majeure

101

Section 12.15.

U.S.A. Patriot Act

101

EXHIBITS

Exhibit A

FORM OF NOTE

Exhibit B

FORM OF CERTIFICATE OF TRANSFER

Exhibit C

FORM OF CERTIFICATE OF EXCHANGE

Exhibit D

FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Exhibit E

FORM OF SUPPLEMENTAL INDENTURE

INDENTURE, dated as of May 1,

2026, among FirstCash, Inc., a Delaware corporation, the Guarantors from time-to-time party hereto (as defined below) and BOKF, NA,

as trustee (in such capacity, the “Trustee”).

The Company, the Guarantors

and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below)

of the 6.125% Senior Notes due 2034 (the “Notes”):

Article 1

DEFINITIONS AND INCORPORATION

BY REFERENCE

Section 1.01.         Definitions.

“144A Global Note”

means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend

and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination

equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“2028 Notes”

means the Company’s $500 million in aggregate principal amount of 4.625% senior notes due 2028.

“2028 Notes Issue

Date” means August 26, 2020, the issue date of the 2028 Notes.

“2032 Notes”

means the Company’s $500 million in aggregate principal amount of 6.875% senior notes due 2032.

“2032 Notes Issue

Date” means February 21, 2024, the issue date of the 2032 Notes.

“Acquired Debt”

means, with respect to any specified Person:

(1)            Indebtedness

of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, or

expressly assumed in connection with the acquisition of assets from any such Person, whether or not such Indebtedness is incurred in connection

with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2)            Indebtedness

secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate”

of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common

control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means

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

through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,”

“controlled by” and “under common control with” have correlative meanings.

“Additional Notes”

means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02, 2.13 and 4.09 hereof,

as part of the same series as the Initial Notes.

“Agent”

means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Applicable Procedures”

means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the

Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Applicable Premium”

means, with respect to any Note on any redemption date, the greater of:

(1)            1.0%

of the principal amount of the Note; or

(2)            the

excess of:

(a)            the

present value at such redemption date of (i) the redemption price of the Note at May 1, 2029 (such redemption price being set

forth in the table appearing under Section 3.07(e)) plus (ii) all required interest payments due on the Note through May 1,

2029 (excluding accrued but unpaid interest to, but not including, the redemption date), computed using a discount rate equal to the Treasury

Rate as of such redemption date plus 50 basis points; over

(b)            the

principal amount of the Note.

“Asset Sale”

means:

(1)            the

sale, lease, conveyance or other disposition of any assets or rights by the Parent or any of its Restricted Subsidiaries; provided

that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Parent and its Restricted Subsidiaries

taken as a whole will be governed by the provisions of Section 4.15 and/or the provisions of Section 5.01 and not by the provisions

of Section 4.10; and

(2)            the

issuance of Equity Interests by any of the Parent’s Restricted Subsidiaries or the sale by the Parent or any of its Restricted Subsidiaries

of Equity Interests in any of the Parent’s Subsidiaries (in each case, other than directors’ qualifying shares, shares to

be held by third parties to meet the applicable legal requirements and Disqualified Stock and preferred stock issued in compliance with

Section 4.07),

in the case of either clause (1) or (2),

whether in a single transaction or a series of related transactions:

(A)            that

have a Fair Market Value in excess of $35.0 million; or

(B)            for

Net Proceeds in excess of $35.0 million.

Notwithstanding the preceding,

none of the following items will be deemed to be an Asset Sale:

(1)            a

transfer of assets between or among the Parent and its Restricted Subsidiaries (including any transfer to any Person that concurrently

becomes a Restricted Subsidiary);

(2)            an

issuance of Equity Interests by a Restricted Subsidiary of the Parent to the Parent or to a Restricted Subsidiary thereof;

(3)            the

sale, lease or other transfer of inventory, products, services, accounts receivable or other assets in the ordinary course of business

(whether or not for cash), and any sale or other disposition of surplus, damaged, worn-out or obsolete assets in the ordinary course of

business (including the abandonment, cancellation or other disposition of intellectual property that is, in the reasonable judgment of

the Parent, no longer economically practicable to maintain or useful in the conduct of the business of the Parent and its Restricted Subsidiaries

taken as whole);

(4)            dispositions

of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property

or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property;

(5)            leases,

subleases, non-exclusive licenses or sublicenses of any property (including intellectual property) in the ordinary course of business;

(6)            any

surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary

course of business;

(7)            the

creation, granting or perfection of Liens not prohibited by Section 4.12 hereof, or foreclosures, expropriations, condemnations or

similar actions with respect to assets subject to such Liens;

(8)            the

sale or other disposition of cash or Cash Equivalents;

(9)            transfers

of property or assets subject to casualty, condemnation or similar event upon receipt of the casualty and condemnation proceeds thereof;

(10)          assignments

of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease and Liens or rights

reserved in any lease for rent or for compliance with the terms of such lease;

(11)          (i) sales,

transfers and other dispositions of joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between

the joint venture parties set forth in joint venture arrangements and similar binding arrangements and (ii) the winding down or dissolution

of joint ventures;

(12)          a

Restricted Payment that does not violate Section 4.07 or is a Permitted Investment;

(13)          to

the extent allowable under Section 1031 of the Code (or comparable successor provision), any exchange of like property for use in

a Permitted Business;

(14)          any

release of intangible claims or rights in connection with a lawsuit, dispute or other controversy;

(15)          terminations

of Hedging Obligations;

(16)          termination

of a lease or sublease of real or personal property that is not necessary for the ordinary course of business;

(17)          the

sale or discount of accounts receivable in connection with the compromise or collection thereof or in bankruptcy or in a similar proceeding;

(18)          the

expiration of any contract, contract right or other agreement in accordance with its terms;

(19)          a

merger, dissolution, liquidation or consolidation, the purpose of which is to substantially concurrently effect a disposition or merger

that is permitted under this Indenture;

(20)          dispositions

of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary;

(21)          rights

granted to others pursuant to leases or licenses, to the extent not materially interfering with the operations of the Parent or its Restricted

Subsidiaries;

(22)          the

licensing of patents, trademarks, know-how or any other intellectual property to third Persons in the ordinary course of business consistent

with past practice; provided that such licensing does not materially interfere with the business of the Parent or any of its Restricted

Subsidiaries;

(23)          any

swap of assets, or lease, assignment or sublease of any real or personal property, in exchange for services (including in connection with

any outsourcing arrangements) of comparable or greater value or usefulness to the business of the Parent and the Restricted Subsidiaries

as a whole, as determined in good faith by the Parent;

(24)          any

disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the

Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired

its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case

comprising all or a portion of the consideration in respect of such sale or acquisition;

(25)          an

assignment of an account to an insurance company providing credit insurance to the Parent or any of its Subsidiaries for purposes of collecting

insurance proceeds; and

(26)          sales

of accounts receivable, or participations therein, and related assets in connection with a Permitted Receivables Financing.

“Attributable Debt”

in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee

for net 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 or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount

rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if

such sale and leaseback transaction results in a Capital Lease Obligation (other than a Deemed Capitalized Lease), the amount of Indebtedness

represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Bankruptcy Law”

means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner”

has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial

ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person”

will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or

exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms

“Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors”

means:

(1)            with

respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such

board;

(2)            with

respect to a partnership, the board of directors of the general partner of the partnership;

(3)            with

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

(4)            with

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

“Business Day”

means any day other than a Legal Holiday.

“Capital Lease Obligation”

means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time

be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of

the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the

lessee without payment of a penalty.

“Capital Stock”

means:

(1)            in

the case of a corporation, corporate stock;

(2)            in

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

of corporate stock;

(3)            in

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

(4)            any

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

assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or

not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents”

means:

(1)            United

States dollars;

(2)            securities

issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States

government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities

of not more than one year from the date of acquisition;

(3)            certificates

of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with

maturities not exceeding six months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any

domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or

better;

(4)            repurchase

obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above

entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)            commercial

paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after

the date of acquisition;

(6)            money

market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of

this definition; and

(7)            instruments

equivalent to those referred to in clauses (1) through (6) above denominated in any foreign currency and comparable in credit

quality and tenor to those referred to above and commonly used by Persons for cash management purposes in any jurisdiction outside the

United States to the extent reasonably required in connection with any business conducted by the Parent or any Restricted Subsidiary.

“Change of Control”

means the occurrence of any of the following:

(1)            the

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

series of related transactions, of all or substantially all of the properties or assets of the Parent 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));

(2)            the

adoption of a plan relating to the liquidation or dissolution of the Company; or

(3)            the

consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including

any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock

of the Company, measured by voting power rather than number of shares.

Notwithstanding

the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Parent becomes a direct or indirect wholly-owned

Subsidiary of a holding company and (2)(A) the direct or indirect Beneficial Owners of the Voting Stock of such holding company immediately

following that transaction are substantially the same as the Beneficial Owners of the Voting Stock of the Company immediately prior to

that transaction or (B) immediately following that transaction no Person (other than a holding company satisfying the requirements

of this sentence) is the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“Clearstream”

means Clearstream Banking, S.A.

“Company”

means FirstCash, Inc., and any and all successors thereto.

“Consolidated EBITDA”

means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without

duplication:

(1)            provision

for taxes of such Person and its Restricted Subsidiaries, including federal, foreign, state, local, franchise, excise and similar taxes

paid or accrued during such period (including in respect of repatriated funds) for such period, to the extent that such provision for

taxes was deducted in computing such Consolidated Net Income; plus

(2)            the

Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing

such Consolidated Net Income; plus

(3)            any

foreign currency translation losses (including losses related to currency remeasurements of Indebtedness) of such Person and its Restricted

Subsidiaries for such period, to the extent that such losses were taken into account in computing such Consolidated Net Income; plus

(4)            any

(a) salary, benefit and other direct savings resulting from workforce reductions by such Person, (b) relocation costs or expenses

of such Person and (c) costs and expenses incurred related to employment of terminated employees incurred by such Person, in each

case to the extent that such costs and expenses were deducted in computing such Consolidated Net Income; plus

(5)            transaction

fees, costs and expenses incurred to the extent actually reimbursed by third parties pursuant to indemnification provisions or insurance;

plus

(6)            proceeds

of business interruption insurance in an amount representing the losses for the applicable period that such proceeds are intended to replace;

plus

(7)            depreciation,

amortization (including amortization or charge-off of intangibles but excluding amortization of prepaid cash expenses that were paid in

a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents

an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was

paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization

and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus

(8)            non-cash

loss (minus non-cash gains) from the early extinguishment of Hedging Obligations or other derivative instruments, to the extent

that such losses (or gains) were taken into account in computing such Consolidated Net Income; plus

(9)            director

fees, expense reimbursements and indemnification payments paid to directors and board observers; plus

(10)          (a) any

non-cash expenses resulting from the grant or periodic remeasurement of stock options, restricted stock grants or other equity incentive

programs (including any stock appreciation and similar rights) and (b) any costs or expenses incurred pursuant to any management

equity plan or stock option plan or other management or employee benefit plan or agreement or any stock subscription or shareholder agreement;

plus

(11)          expected

cost savings, operating expense reductions, restructuring charges and expenses and synergies as a result of permitted asset sales, acquisitions,

investments, dispositions, operating improvements, restructurings, cost savings initiatives and specified transactions taken or to be

taken by the Parent and its Subsidiaries, net of the amount of actual benefits realized during such period from such actions; provided

that such cost savings, operating expense reductions, restructuring charges and expenses and synergies shall be reasonably identifiable

and factually supportable and shall be reasonably anticipated to be realized within 18 months after the applicable permitted asset sale,

acquisition, investment, disposition, operating improvement, restructuring, cost savings initiative or specified transaction; plus

(12)          expenses,

charges and fees deducted during the specified period and covered by indemnification or purchase price adjustments and earn-out payments

in connection with any acquisition permitted under this Indenture, to the extent actually received in cash; plus

(13)          losses

on sales or dispositions of assets outside the ordinary course of business, to the extent that such losses were deducted in computing

such Consolidated Net Income; plus

(14)          losses

deducted during the specified period, but for which indemnity recovery is actually received in cash during such period or reasonably expected

to be received within 180 days after the end of such period; plus

(15)          expenses

deducted during the specified period and reimbursed by third parties to the extent such reimbursements are actually received in cash during

such period or reasonably expected to be received in cash within 180 days after the end of such period; plus

(16)          the

amount of loss on a sale of receivables and related assets to a Securitization Subsidiary in connection with a Permitted Receivables Financing;

minus

(17)          non-cash

items increasing such Consolidated Net Income for such period, other than (a) the accrual of revenue in the ordinary course of business,

(b) any such non-cash item to the extent it will result in the receipt of cash payments in any future period or in respect of which

cash was received in a prior period or (c) which represent the reversal of any accrual of, or cash reserve for, anticipated cash

charges in any prior period,

in each case, on a consolidated basis and determined

in accordance with GAAP.

Notwithstanding the preceding,

the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted

Subsidiary of the Parent will be added to Consolidated Net Income to compute Consolidated EBITDA of the Parent only to the extent that

a corresponding amount would be permitted at the date of determination to be dividend to the Parent by such Restricted Subsidiary without

prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter

and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted

Subsidiary or its stockholders.

“Consolidated Net

Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and

its Restricted Subsidiaries for such period, on a consolidated basis (excluding the net income (loss) of any Unrestricted Subsidiary of

such Person), determined in accordance with GAAP and without any reduction in respect of preferred stock dividends; provided that:

(1) all gains or losses realized in connection with the early extinguishment of Indebtedness will be excluded;

(2) any after-tax gains or non-cash losses attributable to asset sales or returned surplus assets of any employee

pension benefit plan will be excluded;

(3) the net income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for

by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash

to the specified Person or a Restricted Subsidiary of the Person;

(4) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is

merged into or consolidated with the Parent or any of its Restricted Subsidiaries or that Person’s assets are acquired by the Parent

or any of its Restricted Subsidiaries, will be excluded;

(5) the net income (but not loss) of any Restricted Subsidiary that is not the Company or a Subsidiary Guarantor

will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of

that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or,

directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or

governmental regulation applicable to that Restricted Subsidiary or its stockholders (other than (x) restrictions that have been

waived or otherwise released, and (y) restrictions pursuant to the Notes or this Indenture), except that (A) the Parent’s

equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the

aggregate amount of any dividend or distribution that was or that could have been made by such Restricted Subsidiary during such period

to the Parent or another Restricted Subsidiary and (B) the net loss of such Restricted Subsidiary shall be included to the extent

of the aggregate Investment of the Parent or any of its other Restricted Subsidiaries in such Restricted Subsidiary;

(6) any unrealized foreign currency translation or transaction gains or losses (including gains related to

currency remeasurements of Indebtedness) of such Person and its Restricted Subsidiaries for such period will be excluded;

(7) the cumulative effect of a change in accounting principles or accounting standards (including prospective

effects) will be excluded;

(8) any net gains, charges or losses on disposed, abandoned and discontinued operations (other than assets

held for sale) and any accretion or accrual of discontinued operations will be excluded;

(9) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such

Person and its Restricted Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase

accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, will be excluded;

(10) non-cash gains and losses attributable to movement in the mark-to-market valuation of Hedging Obligations

pursuant to ASC Topic 815 will be excluded;

(11) the reduction in any Person’s federal income tax liability in connection with an offsetting benefit

resulting from the issue or sale of Qualifying Equity Interests of such Person upon the exercise of stock options, warrants or other convertible

or exchangeable securities as determined in accordance with GAAP will be included, without duplication;

(12) any non-recurring fees, costs and expenses of such Person and its Restricted Subsidiaries Incurred as

a result of (a) Investments or sales or dispositions of assets permitted hereunder, (b) the issuance, repayment or amendment

or Equity Interests or Indebtedness permitted under this Indenture, and (c) litigation settlements will be excluded;

(13) unusual or non-recurring charges in connection with employee severance, lease terminations and lease buyouts

related to closure or consolidation of stores, termination or restructuring of merchant relationships and related contracts, termination

or restructuring of bank partnerships and related contracts and write-off of assets related to asset sales, acquisitions, investments,

restructurings and dispositions will be excluded;

(14) any out-of-pocket fees or expenses, losses or charges (other than depreciation or amortization expense)

related to any issuance, Investment, acquisition, disposition, conveyance or recapitalization or the incurrence or repayment of Indebtedness

(including a refinancing or amendment, waiver or modification thereof), in each case, permitted under this Indenture (including any such

transaction consummated prior to or after the Issue Date and any such transaction undertaken whether or not successful) will be excluded;

(15) non-recurring restructuring charges or reserves and business optimization expense, including any restructuring

costs and integration costs, cost-savings initiatives, retention charges, contract termination costs, retention, recruiting, relocation,

severance and signing bonuses and expenses, costs and expenses relating to out-placement services, future lease commitments, systems establishment

costs, conversion costs and excess pension charges, consulting fees; and

(16) to the extent not included in clauses (1) through (15) above, any net extraordinary gains or net

extraordinary losses will be excluded.

“Consolidated Total

Assets” of any Person as of any date means the total assets of such Person and its Restricted Subsidiaries as of the most recent

fiscal quarter end for which a consolidated balance sheet of such Person and its Restricted Subsidiaries is available, calculated on a

consolidated basis in accordance with generally accepted accounting principles (with pro forma adjustments as are appropriate and

consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio”).

“Consolidated Total Debt” shall

mean, at any date, the aggregate principal amount of all Indebtedness of the Parent and its Restricted Subsidiaries at such date under

clauses (1), (2), (3), (4) and (5) of the definition of Indebtedness.

“Consolidated Total

Debt Ratio” shall mean, as of any date of determination, the ratio of (1) Consolidated Total Debt of the Parent and its

Restricted Subsidiaries minus cash and Cash Equivalents of the Parent and its Restricted Subsidiaries at such date to (2) Consolidated

EBITDA of the Parent for the most recently ended four full fiscal quarters for which internal financial statements are available immediately

preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments

to Consolidated Total Debt and Consolidated EBITDA as are appropriate and consistent with the pro forma adjustment provisions set

forth in the definition of “Fixed Charge Coverage Ratio.”

“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 of the Trustee” means the address of the Trustee specified in Section 12.01 hereof or such other address as to which

the Trustee may give notice to the Company.

“Credit Agreement”

means that certain Credit Agreement, dated as of July 25, 2016, by and among the Company, certain subsidiaries of the Company from

time to time party thereto, the lenders party thereto and Wells Fargo Bank, National Association, including any related notes, Guarantees,

collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified,

renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time

to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the

amount of available borrowings thereunder or adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all

or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other

agent, lender or group of lenders.

“Credit Facilities”

means, one or more debt facilities (including, without limitation, any Credit Agreement), debt securities, indentures, commercial paper

facilities, other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’

acceptances) or instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers

and 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 and including any Permitted Receivables Financing) 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 (and without limitation as to amount, terms, conditions, covenants and other provisions, including increasing

the amount of available borrowings thereunder, changing or replacing agent banks and lenders thereunder or adding, removing or reclassifying

Subsidiaries of the Parent as borrowers or guarantors thereunder).

“CSO Obligations”

means obligations to purchase, or other Guarantees of, consumer loans the making of which were facilitated by the Parent or any Restricted

Subsidiary acting as a credit services organization or other similar service provider.

“Custodian”

means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Deemed Capitalized

Leases” means obligations of the Parent or any Restricted Subsidiary thereof that are classified as “capital lease obligations”

under GAAP due to the application of ASC Topic 840 or any subsequent pronouncement having similar effect and, except for such regulation

or pronouncement, such obligation would not constitute a Capital Lease Obligation.

“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 a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially

in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule

of Exchanges of Interests in the Global Note” attached thereto.

“Depositary”

means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof

as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such

pursuant to the applicable provision of this Indenture.

“Derivative Instrument”

with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which

such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment

in the Notes (other than a Regulated Bank or a Screened Affiliate) is a party (whether or not requiring further performance by such Person),

the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the

Notes and/or the creditworthiness of the Company and/or any one or more of the Note Guarantors (the “Performance References”).

“Designated Noncash

Consideration” means the fair market value of noncash consideration received by the Parent or a Restricted Subsidiary in connection

with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, setting forth

the basis of such valuation, executed by an executive vice president and the principal financial officer of the Parent, less the amount

of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

“Disqualified Stock”

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

in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable,

pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part,

on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, (1) any

Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Parent

to repurchase such Capital Stock upon the occurrence of a Change of Control or an asset sale will not constitute Disqualified Stock if

the terms of such Capital Stock provide that the Parent may not repurchase or redeem any such Capital Stock pursuant to such provisions

unless such repurchase or redemption complies Section 4.07 hereof, (2) if such Capital Stock is issued to any employee or to

any plan for the benefit of employees of the Parent or its Subsidiaries or by any such plan to such employees, such Capital Stock shall

not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory

obligations and (3) any Capital Stock held by any future, current or former employee, director, manager or consultant (or their respective

trusts, estates, investment funds, investment vehicles or immediate family members) of the Parent, any of its Subsidiaries or any direct

or indirect parent entity of the Parent upon the termination of employment, death or disability of such person pursuant to any stockholders’

agreement, management equity plan, stock option plan or any other management or employee benefit plan or agreement shall not constitute

Disqualified Stock solely because it may be required to be repurchased by the Parent or its Subsidiaries. The amount of Disqualified Stock

deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Parent and its Restricted Subsidiaries

may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive

of accrued dividends.

“Domestic Subsidiary”

means any Restricted Subsidiary of the Parent that was formed under the laws of the United States or any state of the United States or

the District of Columbia or that guarantees any Indebtedness of the Company, other than any such Restricted Subsidiary of the Parent that

has no material assets other than equity, or equity and indebtedness, of one or more Foreign Subsidiaries or that is owned by a Foreign

Subsidiary.

“Equity Interests”

means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible

into, or exchangeable for, Capital Stock).

“Equity Offering”

means a public sale either (1) of Equity Interests of the Parent by the Parent (other than Disqualified Stock and other than to a

Subsidiary of the Parent) or (2) of Equity Interests of a direct or indirect parent entity of the Parent (other than to the Parent

or a Subsidiary thereof) to the extent that the net proceeds therefrom are contributed to the common equity capital of the Parent.

“Euroclear”

means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Existing Indebtedness”

means all Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement or the Notes) in existence

on the date of this Indenture, until such amounts are repaid.

“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 senior management of the Parent and, with respect to any transaction involving aggregate

value in excess of $25 million, by the Board of Directors of the Parent (unless otherwise provided in this Indenture).

“Fixed Charge Coverage

Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person for such

period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries

incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working

capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed

Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge

Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro

forma effect (in accordance with Regulation S-X under the Securities Act) to such incurrence, assumption, Guarantee, repayment, repurchase,

redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use

of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes

of calculating the Fixed Charge Coverage Ratio:

(1)            acquisitions

that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, Investments,

dispositions and discontinued operations that have been made by the specified Person or any of its Restricted Subsidiaries or any Person

or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including all related

financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent

to such reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro

forma effect (in accordance with Regulation S-X under the Securities Act) as if they had occurred on the first day of the four-quarter

reference period;

(2)            the

Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and

ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3)            the

Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership

interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise

to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation

Date;

(4)            any

Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during

such four-quarter period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged

with or into the specified Person or any of its Restricted Subsidiaries since the beginning of such period shall have made any acquisitions

(including through mergers or consolidations), Investments, dispositions and discontinued operations that would have required adjustment

pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such

period as if such acquisitions (including through mergers or consolidations), Investments, dispositions and discontinued operations

had occurred at the beginning of the applicable four quarter period;

(5)            any

Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time

during such four-quarter period; and

(6)            if

any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect

on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such

Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months). For purposes of making

the computation referred to above, interest on any Indebtedness to the extent incurred for working capital purposes under a revolving

credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during

the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or

similar rate, a eurocurrency interbank offered rate, or other rate, will be deemed to have been based upon the rate actually chosen, or,

if none, then based upon such optional rate chosen as the Parent or a Restricted Subsidiary may designate pursuant to the terms and conditions

of any such Indebtedness.

“Fixed

Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)            the

consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without

limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any

deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations (but excluding any interest

expense attributable to Deemed Capitalized Leases), imputed interest with respect to Attributable Debt, commissions, discounts and other

fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments

made or received pursuant to Hedging Obligations in respect of interest rates; provided that commissions, discounts, yield and

other fees and charges (including any interest expense) related to any Permitted Receivables Financing shall be excluded; plus

(2)            the

consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)            any

interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien

on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)            the

product of (a) all dividends (excluding items eliminated in consolidation), whether paid or accrued and whether or not in cash, on

any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely

in Equity Interests of the Parent (other than Disqualified Stock) or to the Parent or a Restricted Subsidiary thereof, times (b) a

fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory

tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP;

in each case, excluding (i) the amortization

or write-off of debt issuance costs and deferred financing fees, commissions, fees and expenses and (ii) any expensing of loan commitment

and other financing fees.

“Foreign Subsidiary”

means any Restricted Subsidiary that is not a Domestic Subsidiary.

“GAAP”

means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the

American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in

such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect

from time to time.

“Global Note Legend”

means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this

Indenture.

“Global Notes”

means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf

of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the

Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance

with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(1), 2.06(d)(2) or 2.06(d)(3) hereof.

“Government Securities”

means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges

its full faith and credit.

“Guarantee”

means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business or indemnities,

product warranties or similar obligations incurred in the ordinary course of business, direct or indirect, in any manner including, without

limitation, by way of a pledge of assets or through letters of credit (other than letters of credit issued in connection with CSO Obligations)

or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements,

or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions

or otherwise).

“Guarantors”

means (i) the Parent and (ii) any Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions

of this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released

in accordance with the provisions of this Indenture.

“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.

“IAI Global Note”

means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend

and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal

to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.

“Indebtedness”

means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether

or not contingent:

(1)            in

respect of borrowed money;

(2)            evidenced

by or issued in exchange for bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect

thereof), other than letters of credit issued in connection with CSO Obligations;

(3)            in

respect of banker’s acceptances;

(4)            representing

Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;

(5)            representing

the balance deferred and unpaid of the purchase price of any property or services due more than one year after such property is acquired

or such services are completed; or

(6)            representing

any Hedging Obligations,

if and to the extent any of the preceding items

(other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified

Person prepared in accordance with GAAP, but excluding Deemed Capitalized Leases. In addition, the term “Indebtedness” includes

all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the

specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

The amount of Indebtedness of any Person under the immediately preceding sentence shall (unless such Indebtedness has been assumed by

such Person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness and (B) the Fair Market

Value of the property encumbered thereby. Indebtedness shall be calculated without giving effect to the effects of ASC Topic 815 and related

interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture

as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

Notwithstanding the foregoing, Indebtedness

shall not include (x) CSO Obligations or (y) obligations under or in respect of any Permitted Receivables Financing.

“Indenture”

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

“Indirect Participant”

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

“Initial Notes”

means the first $750.0 million aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Initial Purchaser”

means any of Jefferies LLC, Wells Fargo Securities, LLC and Fifth Third Securities, Inc.

“Institutional Accredited

Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or

(7) under the Securities Act, who are not also QIBs.

“Investment Grade

Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P,

or if either (or both) of Moody’s and S&P have been substituted in accordance with the definition of “Rating Agencies,”

by each of the then applicable Rating Agencies.

“Investments”

means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms

of loans (including Guarantees or other obligations), advances or capital contributions (excluding accounts receivable arising in the

ordinary course of business on terms customary in the trade, commission, travel, entertainment, relocation and similar advances to directors,

officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity

Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance

with GAAP. If the Parent or any Restricted Subsidiary thereof sells or otherwise disposes of any Equity Interests of any direct or indirect

Restricted Subsidiary of the Parent such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted

Subsidiary of the Parent, the Parent will be deemed to have made an Investment on the date of any such sale or disposition equal to the

Fair Market Value of the Parent’s Investments in such Subsidiary that were not sold or disposed of in an amount determined pursuant

to Section 4.07(c) hereof. The acquisition by the Parent or any Restricted Subsidiary thereof of a Person that holds an Investment

in a third Person will be deemed to be an Investment by the Parent or such Restricted Subsidiary in such third Person in an amount equal

to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined pursuant to Section 4.07(c) hereof.

Except as otherwise provided in this Indenture and subject to Section 4.07(a)(iii)(C) and 4.07(a)(iii)(D) hereof, the amount

of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value, but giving

effect (without duplication) to all subsequent reductions in the amount of such Investment as a result of (x) any dividend, distribution,

interest payment, return of capital, repayment or other payment or disposition thereof (determined at the time of such sale) or (y) any

cancellation of any Investment in the form of a Guarantee without payment therefor by such guarantor, in each case, not to exceed the

original amount of such Investment. Any Investment in the form of a Guarantee shall be equal to the stated or determinable amount of the

related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum

reasonably anticipated liability in respect thereof, as determined by the Parent.

“Issue Date”

means May 1, 2026.

“Legal Holiday”

means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law,

regulation or executive order to remain closed. 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 on such payment for the intervening period.

“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.

“Long Derivative

Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations

under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases,

and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“Moody’s”

means Moody’s Investors Service, Inc.

“Net Proceeds”

means the aggregate amount of cash proceeds and Cash Equivalents received by the Parent or any of its Restricted Subsidiaries in respect

of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash

consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal,

accounting and investment banking fees, brokerage and sales commissions, appropriate amounts to be provided by the Parent or a Restricted

Subsidiary as a reserve required in accordance with GAAP against any adjustment in the sale price of such asset or assets or liabilities

associated with such Asset Sale and retained by the Parent or any Restricted Subsidiary, as the case may be, after such Asset Sale, payments

required to be made to any Person (other than to the Parent or its Restricted Subsidiaries) owning a beneficial interest in the assets

subject to such Asset Sale, payments of unassumed liabilities (not constituting Indebtedness and not owed to the Parent or any Subsidiary)

relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale and any relocation expenses incurred

as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available

tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other

than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve

for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with GAAP.

Notwithstanding the foregoing

or anything to the contrary in Section 4.10, to the extent that the Parent has determined in good faith that repatriation of any

or all of the Net Proceeds of any Asset Sales by a Foreign Subsidiary (i) is prohibited, restricted or delayed by applicable local

law or (ii) could result in a material adverse tax consequence to the Parent or its Subsidiaries, an amount equal to the portion

of such Net Proceeds so affected will not constitute Net Proceeds or be required to be applied in compliance with the covenant described

under Section 5.01; provided that, in any event, the Parent shall use its commercially reasonable efforts to take actions

within its reasonable control that are reasonably required to eliminate such tax effects.

“Net Short”

means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative

Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date

of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit

Event (each as defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives Definitions) to have

occurred with respect to the Company or any Note Guarantor immediately prior to such date of determination.

“Non-Recourse Debt”

means Indebtedness:

(1)            as

to which neither the Parent nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking,

agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise;

and

(2)            as

to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Parent or any of

its Restricted Subsidiaries (other than the Equity Interests of an Unrestricted Subsidiary).

“Non-U.S. Person”

means a Person who is not a U.S. Person.

“Note Guarantee”

means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the

provisions of this Indenture.

“Notes”

has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single

class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the

Initial Notes and any Additional Notes.

“Obligations”

means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation

governing any Indebtedness.

“Offering Memorandum”

means the offering memorandum, dated April 28, 2026, with respect to the offer and sale of the Initial Notes.

“Officer”

means, with respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating

Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such

Person.

“Officers’

Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal

executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements

of Section 12.05 hereof.

“Opinion of Counsel”

means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 12.05 hereof.

The counsel may be an employee of or counsel to the Parent any Subsidiary of the Parent or the Trustee.

“Parent”

means FirstCash Holdings, Inc. in its capacity as a direct parent of the Company, together with its permitted successors and assigns.

“Participant”

means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream,

respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Business”

means any business that is the same as, or reasonably related, ancillary or complementary to, any of the businesses in which the Parent

and its Restricted Subsidiaries are engaged on the date of this Indenture, and reasonable extensions, developments or expansions of such

businesses.

“Permitted Investments”

means:

(1)            any

Investment in the Parent or in a Restricted Subsidiary thereof;

(2)            any

Investment in cash and Cash Equivalents;

(3)            any

Investment by the Parent or any Restricted Subsidiary thereof in a Person, if as a result of such Investment:

(a)            such

Person becomes a Restricted Subsidiary of the Parent; or

(b)            such

Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated

into, the Parent or a Restricted Subsidiary thereof;

(4)            non-cash

consideration received in connection with a sale or disposition of assets permitted under this Indenture, including any Investment made

as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Sections 4.10

and 4.15 hereof.

(5)            any

acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the

Parent;

(6)            any

Investments received (a)(i) in exchange for any other Investment or accounts receivable held by the Parent or any of its Restricted

Subsidiaries in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other

Investment or accounts receivable (including any trade creditor or customer) or (ii) in good faith settlement of delinquent obligations

of, and other disputes with, customers, trade debtors, licensors, licensees and suppliers arising in the ordinary course; (b) as

a result of a foreclosure by the Parent or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer

of title with respect to any secured Investment in default; or (c) in compromise or resolution of litigation, arbitration or other

disputes;

(7)            Investments

represented by Hedging Obligations;

(8)            loans

or advances to employees made in the ordinary course of business of the Parent or any Restricted Subsidiary thereof in an aggregate principal

amount not to exceed $5.0 million at any time outstanding;

(9)            repurchases

of the Notes;

(10)          any

guarantee permitted to be incurred by Section 4.09 hereof;

(11)          Investments

consisting of earnest money deposits required in connection with a purchase agreement or other acquisition;

(12)          advances,

loans, rebates or extensions of trade credit to customers or suppliers in the ordinary course of business by the Parent or any of its

Restricted Subsidiaries

(13)          any

Investment existing on, or made pursuant to binding commitments existing on, the date of this Indenture and any Investment consisting

of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the date

of this Indenture; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment

as in existence on the date of this Indenture or (b) as otherwise permitted under this Indenture;

(14)          Investments

acquired after the date of this Indenture as a result of the acquisition by the Parent or any Restricted Subsidiary thereof of another

Person, including by way of a merger, amalgamation or consolidation with or into the Parent or any of its Restricted Subsidiaries, or

all or substantially all of the assets of another Person, in each case, in a transaction that is not prohibited by Section 5.01 hereto

after the date of this Indenture to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation

or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(15)          Investments

constituting deposits, prepayments and other credits to suppliers or lessors made in the ordinary course of business;

(16)          deposits

of cash made in the ordinary course of business to secure performance of operating leases;

(17)          pawn

transactions, pawn loans and other consumer loans or participations therein in the ordinary course of the day-to-day business of the Parent

and its Restricted Subsidiaries;

(18)          the

licensing or contribution of intellectual property to another Person pursuant to any distribution, service, license, joint marketing,

co-branding, co-distribution or other similar arrangements with other Persons, however denominated;

(19)          letters

of credit issued in connection with CSO Obligations;

(20)          Investments

in any Person to the extent such Investments consist of prepaid expenses, and lease, utility, workers’ compensation and other deposits

made in the ordinary course of business by the Parent or any of its Restricted Subsidiaries;

(21)          stock,

obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Parent or any Restricted

Subsidiary or in satisfaction of judgments;

(22)          commissions,

payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as operating

expenses for accounting purposes and that are made in the ordinary course of business;

(23)          CSO

Obligations of the Parent or any Restricted Subsidiary;

(24)          Investments

in a Securitization Subsidiary that are necessary or desirable to effect any Permitted Receivables Financing or any repurchases in connection

therewith; and

(25)          other

Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving

effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (25) that are at the

time outstanding not to exceed the greater of $150.0 million or 2.50% of Consolidated Total Assets.

“Permitted Liens”

means:

(1)            Liens

on assets of the Company or any Guarantor or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under Credit

Facilities that was permitted by the terms of this Indenture to be incurred pursuant to clause (1) or clause (19) of the definition

of Permitted Debt;

(2)            Liens

to secure Hedging Obligations and/or Obligations with respect to Treasury Management Arrangements incurred in the ordinary course of business;

(3)            Liens

on property of a Person (including Equity Interests) existing at the time such Person becomes a Restricted Subsidiary of the Parent or

is merged with or into or consolidated with the Parent or any Restricted Subsidiary thereof; provided that such Liens were in existence

prior to the contemplation of such Person becoming a Restricted Subsidiary of the Parent or such merger or consolidation and do not extend

to any assets other than those of the Person that becomes a Restricted Subsidiary of the Parent or is merged with or into or consolidated

with the Parent or any Restricted Subsidiary of the Parent (and assets and property affixed or appurtenant thereto);

(4)            Liens

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

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

(5)            Liens

incurred or deposits made to secure the performance of tenders, insurance, workers compensation obligations, unemployment insurance and

other types of social security legislation, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory

bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds or other obligations of a like nature

incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations

and Liens to secure pledges or deposits with respect to such obligations) or arising by virtue of deposits made in the ordinary course

of business to secure liability for premiums to insurance carriers;

(6)            Liens

to secure Indebtedness (including Capital Lease Obligations) permitted by Sections 4.09(b)(4) and 4.09(b)(24) hereof covering only

the assets acquired with or financed by such Indebtedness and proceeds and products thereof;

(7)            Liens

to secure Indebtedness of Restricted Subsidiaries that are not Guarantors or the Company permitted under Section 4.09 hereof; provided

that such Liens may not extend to any property or assets of the Company or any Guarantor other than the Capital Stock of such non-Guarantor

Restricted Subsidiaries;

(8)            Liens

on the Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary that secure Indebtedness or other obligations

of such Unrestricted Subsidiary;

(9)            Liens

existing on the date of this Indenture (and replacement Liens that do not encumber additional assets, unless such encumbrance is otherwise

permitted by this Indenture), other than Liens securing Indebtedness and other obligations incurred under Credit Facilities pursuant to

clause (1) or clause (19) of the definition of “Permitted Debt”;

(10)          Liens

for taxes, assessments or governmental charges or claims that are not yet delinquent for more than 60 days or that are being contested

in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate

provision as is required in conformity with GAAP has been made therefor;

(11)          Liens

imposed by law, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’,

repairmen’s and mechanics’ Liens and other similar Liens, in each case, incurred in the ordinary course of business;

(12)          survey

exceptions, ground leases, easements, servitudes, covenants, protrusions, or reservations of, or rights of others for, licenses, rights-of-way,

encroachments, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions

(including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real property or Liens

incidental to the conduct of the business of such Person or to the ownership of its properties that were not incurred in connection with

Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use

in the operation of the business of such Person;

(13)          Liens

created for the benefit of (or to secure) the Notes or the Note Guarantees;

(14)          Liens

to secure any Permitted Refinancing Indebtedness permitted to be incurred 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 Permitted

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

refinancing, replacement, defeasance or discharge;

(15)          Liens

on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;

(16)          any

interest or title of a lessor, licensor, sublicensor or sublessor under any lease, license, sublicense or sublease entered into by the

Parent or any of its Restricted Subsidiaries in the ordinary course of business and covering only the assets so leased, licensed, sublicensed

or subleased, including the filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating

leases;

(17)          bankers’

Liens, rights of setoff, Liens arising out of judgments, decrees, orders or awards not constituting an Event of Default and notices of

lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which

adequate reserves have been made;

(18)          Liens

on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;

(19)          Liens

on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations in respect

of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase,

shipment or storage of such inventory or other goods;

(20)          grants

of software and other technology licenses in the ordinary course of business;

(21)          Liens

arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary

course of business;

(22)          Liens

in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods in the ordinary

course of business and other similar Liens arising in the ordinary course of business;

(23)          Liens

in favor of the Company or any of the Guarantors;

(24)          assignments

of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease and Liens or rights

reserved in any lease for rent or for compliance with the terms of such lease;

(25)          Liens

(i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection,

(ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business

and not for speculative purposes, and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering

deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters

customary in the banking industry;

(26)          Liens

on the Equity Interests in joint ventures held by the Parent or its Restricted Subsidiaries securing the obligations of such joint ventures;

(27)          options,

put and call arrangements, rights of first refusal and similar rights to Investments in joint ventures, partnerships or other similar

Permitted Investments;

(28)          Liens

(i) in connection with cash earnest money deposits made by the Parent or any of its Restricted Subsidiaries in connection with any

acquisition of assets or (ii) consisting of an agreement to consummate an asset sale permitted to be made by the terms of this Indenture;

(29)          restrictions

resulting from any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the

use of any real property, in each case, which do not and will not interfere with or affect in any material respect the use, value or operations

of any real estate asset of the Parent or any of its Restricted Subsidiaries or the ordinary conduct of the business of the Parent or

any of its Restricted Subsidiaries;

(30)          Liens

incurred in the ordinary course of business of the Parent or any Restricted Subsidiary thereof with respect to obligations that do not

exceed the greater of $300.0 million and 5.00% of Consolidated Total Assets at any time outstanding;

(31)          Liens

encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Parent

or any of its Restricted Subsidiaries, including rights of offset and set-off;

(32)          Liens

securing Acquired Indebtedness incurred in accordance with Section 4.09; provided that (A) such Liens secured the Acquired

Indebtedness at the time of and prior to the incurrence of such Acquired Indebtedness by the Parent or a Restricted Subsidiary and were

not granted in connection with, or in anticipation of, the incurrence of such Acquired Indebtedness by the Parent or a Restricted Subsidiary

and (B) such Liens do not extend to or cover any property or assets of the Parent or of any of the Restricted Subsidiaries other

than the property or assets that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of

the Parent or a Restricted Subsidiary;

(33)          leases,

subleases, non-exclusive licenses or non-exclusive sublicenses granted to other Persons (including with respect to intellectual property)

by the Parent or any of its Restricted Subsidiaries in the ordinary course of business and not interfering in any material respect with

the ordinary conduct of the business of the Parent and its Restricted Subsidiaries taken as a whole; and

(34)          Liens on accounts

receivable and related assets and proceeds thereof arising in connection with a Permitted Receivables Financing.

“Permitted Receivables

Financing” means any receivables financing facility or arrangement pursuant to which a Securitization Subsidiary purchases or

otherwise acquires accounts receivable of the Parent or any Restricted Subsidiary and enters into a third party financing thereof on terms

that the Board of Directors of the Parent has concluded are customary and market terms that are fair to the Parent and the Restricted

Subsidiaries.

“Permitted Refinancing

Indebtedness” means any Indebtedness of the Parent or any of its Restricted Subsidiaries, Disqualified Stock of the Parent,

or preferred stock of any of the Parent’s Restricted Subsidiaries, in each case issued in exchange for, or the net proceeds of which

are used to renew, refund, refinance, replace, extend, defease or discharge other Indebtedness of the Parent or any of its Restricted

Subsidiaries, Disqualified Stock of the Parent, or preferred stock of any of the Parent’s Restricted Subsidiaries (in each case

other than intercompany Indebtedness, Disqualified Stock or preferred stock); provided that:

(1)            the

principal amount (or accreted value or liquidation preference, if applicable) of such Permitted Refinancing Indebtedness does not exceed

the principal amount (or accreted value or liquidation preference, if applicable) of the Indebtedness, Disqualified Stock or preferred

stock renewed, refunded, refinanced, replaced, extended, defeased or discharged (plus all accrued interest on the Indebtedness and the

amount of all fees and expenses, including premiums and defeasance costs, incurred in connection therewith);

(2)            such

Permitted Refinancing Indebtedness has a final maturity date no earlier than the later of (a) the final maturity date of the Indebtedness

being renewed, refunded, refinanced, replaced, extended, defeased or discharged or (b) 91 days after the final maturity date of the

Notes;

(3)            such

Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Permitted Refinancing Indebtedness is incurred

that is no shorter than the Weighted Average Life to Maturity of the portion of the Indebtedness being renewed, refunded, refinanced,

replaced, extended, defeased or discharged;

(4)            if

the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes,

such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders

of Notes taken as a whole, as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced,

extended, defeased or discharged; and

(5)            such

Indebtedness is incurred either by the Parent, the Company or a Subsidiary Guarantor or by the Restricted Subsidiary of the Parent that

was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and is guaranteed only by Persons

who were obligors on the Indebtedness being renewed, refunded, refinanced, replaced, extended, defeased or discharged.

For the avoidance of doubt,

it is understood that such Indebtedness, Disqualified Stock or preferred stock incurred in connection with such renewal, refunding, refinancing,

extension, replacement, defeasance or discharge may constitute an issuance of Indebtedness, Disqualified Stock or preferred stock in excess

of the amount permitted under this definition of “Permitted Refinancing Indebtedness” to the extent that such excess amount

is otherwise permitted under Section 4.09 hereof.

“Person”

means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited

liability company or government or other entity.

“Private Placement

Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture

except where otherwise permitted by the provisions of this Indenture.

“QIB” means

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

“Qualifying Equity

Interests” means Equity Interests of the Parent other than Disqualified Stock.

“Rating Agencies”

means S&P and Moody’s; provided that if either Moody’s or S&P (or both) shall cease issuing a rating on the

Notes for reasons outside the control of the Parent, then the Parent may select a nationally recognized statistical rating agency to substitute

for Moody’s or S&P (or both).

“Receivables Fees”

means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest

therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any

Permitted Receivables Financing.

“Regulated Bank”

means a commercial bank with a consolidated combined capital surplus of at least $5,000,000,000 that is (i) a U.S. depository institution

the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation organized under section 25A of

the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to

approval by and under the supervision of the Board of Governors of the Federal Reserve System of the U.S. under 12 CFR part 211; (iv) a

non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S.

depository institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction.

“Regulation S”

means Regulation S promulgated under the Securities Act.

“Regulation S Global

Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private

Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination

equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.

“Responsible Officer,”

when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group

of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated

officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because

of his knowledge of and familiarity with the particular subject.

“Restricted Definitive

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

“Restricted Global

Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment”

means an Investment other than a Permitted Investment.

“Restricted Period”

means the period from the date the Notes were first offered through and including the 40th day after the later of the commencement of

such offering and the Issue Date.

“Restricted Subsidiary”

of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. Unless the context otherwise requires,

references to a “Restricted Subsidiary” refer to Restricted Subsidiaries of the Parent (including the Company).

“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.

“Screened Affiliate”

means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such

Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any

other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the

Parent or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder

that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are

not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holder

in connection with its investment in the Notes.

“SEC” means

the Securities and Exchange Commission.

“Securities Act”

means the Securities Act of 1933, as amended.

“Securitization Subsidiary”

means any Subsidiary of the Parent:

(1)            that

is designated a “Securitization Subsidiary” by the Board of Directors of the Parent;

(2)            that

does not engage in, and whose charter, bylaws, operating agreement or similar governing or constitutional document prohibits it from engaging

in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto;

(3)            no

portion of the Indebtedness or any other obligations (contingent or otherwise) of such entity (i) is Guaranteed by the Parent or

any Restricted Subsidiary, (ii) is recourse to or obligates the Parent or any Restricted Subsidiary in any way or (iii) subjects

any property or asset of the Parent or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction

thereof; and

(4)            with

respect to which none of the Parent nor any Restricted Subsidiary has any obligation to maintain or preserve its financial condition or

cause it to achieve certain levels of operating results;

other than, in respect of

clauses (3) and (4), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with

a Permitted Receivables Financing.

“Short Derivative

Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations

under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases,

and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“Significant Subsidiary”

means any Restricted Subsidiary (including the Company) that would be a “significant subsidiary” as defined in Article 1,

Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture.

For purposes Section 6.01, the term “Significant Subsidiary” shall also include any group of Restricted Subsidiaries

that together would constitute a Significant Subsidiary.

“Stated Maturity”

means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest

or principal was scheduled to be paid in the documentation governing such Indebtedness as of the first date it was incurred in compliance

with the terms of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or

principal prior to the date originally scheduled for the payment thereof; provided that, in the case of debt securities that are

by their terms convertible into Capital Stock (or cash or a combination of cash and Capital Stock based on the value of the Capital Stock)

of the Parent, any obligation to offer to repurchase such debt securities on a date(s) specified in the original terms of such securities,

which obligation is not subject to any condition or contingency, will be treated as a Stated Maturity date of such convertible debt securities.

“Subsidiary”

means, with respect to any specified Person:

(1)            any

corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled

(without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement

that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or

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

of that Person (or a combination thereof); or

(2)            any

partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and

voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such

Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special

or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner

or otherwise controls such entity.

“Subsidiary Guarantors”

means, each Restricted Subsidiary of the Company, if any, that guarantees the Notes in accordance with the terms of this Indenture; provided

that upon release or discharge of such Restricted Subsidiary from its Note Guarantee in accordance with this Indenture, such Restricted

Subsidiary ceases to be a Subsidiary Guarantor.

“Texas Pawnshop Act”

means Section 371.072 of the Texas Finance Code, as amended.

“TIA” means

the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“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 and trade finance services and other cash management services.

“Treasury Rate”

means, as of any redemption date, the yield to maturity as of the earlier of (a) such redemption date or (b) the date on which

such Notes are defeased or satisfied and discharged, of the most recently issued United States Treasury securities with a constant maturity

(as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least

two business days prior to such date (or, if such Statistical Release is no longer published, any publicly available source of similar

market data)) most nearly equal to the period from the redemption date to May 1, 2029; provided, however, that if the period

from the redemption date to May 1, 2029, is less than one year, the weekly average yield on actually traded United States Treasury

securities adjusted to a constant maturity of one year will be used. Any such Treasury Rate shall be obtained by the Parent.

“Trustee”

means BOKF, NA, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the

successor serving hereunder.

“Unrestricted Definitive

Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global

Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary”

means any Subsidiary of the Parent that is designated by the Board of Directors of the Parent as an Unrestricted Subsidiary pursuant to

a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1)            has

no Indebtedness other than Non-Recourse Debt and other obligations arising by operation of law, including joint and several liability

for taxes, ERISA obligations and similar items;

(2)            except

as permitted by Section 4.11, is not party to any agreement, contract, arrangement or understanding with the Parent or any Restricted

Subsidiary thereof unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent

or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent; and

(3)            is

a Person with respect to which neither the Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to

subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such

Person to achieve any specified levels of operating results.

Notwithstanding the foregoing,

at no time may the Company be an Unrestricted Subsidiary.

“U.S. Person”

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

“Voting Stock”

of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of

the Board of Directors of such Person.

“Weighted Average

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

(1)            the

sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other

required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated

to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)            the

then outstanding principal amount of such Indebtedness.

Section 1.02.         Other Definitions.

Term

Defined in

Section

“Affiliate Transaction”

4.11

“Asset Sale Offer”

3.09

“Authentication Order”

2.02

“Change of Control Offer”

4.15

“Change of Control Payment”

4.15

“Change of Control Payment Date”

4.15

“Covenant Defeasance”

8.03

“DTC”

2.03

“Deemed Date”

4.09

“Directing Holder”

6.02

“Election Date”

4.07

“Event of Default”

6.01

“Excess Proceeds”

4.10

“incur”

4.09

“Increased Amount”

4.12

“Legal Defeasance”

8.02

“Noteholder Direction”

6.02

“Offer Amount”

3.09

“Offer Period”

3.09

“Paying Agent”

2.03

“Payment Default”

6.01

“Permitted Debt”

4.09

“Performance References”

1.01

“Position Representation”

6.02

“Purchase Date”

3.09

“Registrar”

2.03

“Restricted Payments”

4.07

“Reversion Date”

4.20(c)

“Suspended Covenants”

4.20(a)

“Suspension Period”

4.20(b)

“Verification Covenant”

6.02

Section 1.03.         Trust Indenture

Act.

This Indenture is not qualified

under the TIA, and the TIA shall not apply to or in any way govern the terms of this Indenture, including §316(b) thereof. No

provisions of the TIA are incorporated into this Indenture.

Section 1.04.         Rules of

Construction.

Unless the context otherwise

requires:

(1)            a

term has the meaning assigned to it;

(2)            an

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

(3)            “or”

is not exclusive;

(4)            “including”

is not limiting;

(5)            words

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

(6)            “will”

shall be interpreted to express a command;

(7)            provisions

apply to successive events and transactions; and

(8)            references

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

by the SEC from time to time.

Article 2

THE NOTES

Section 2.01.         Form and

Dating.

(a)            General.

The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes

may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its

authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The terms and provisions contained

in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee,

by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the

extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern

and be controlling.

(b)            Global

Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon

and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be

substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges

of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will 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 principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate,

to reflect exchanges, redemptions and repurchases. 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 will be made by the Trustee or the Custodian, at the direction

of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms

and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer

Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by

Participants through Euroclear or Clearstream.

Section 2.02.         Execution and

Authentication.

At least one Officer must

sign the Notes for the Company by manual or facsimile signature.

If an Officer whose signature

is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until

authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under

this Indenture.

The Trustee will, upon receipt

of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate Notes for original

issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding

at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication

Orders, except as provided in Section 2.07 hereof.

The Trustee may appoint an

authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee

may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating

agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03.         Registrar and

Paying Agent.

The Company will maintain

an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an

office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the

Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents.

The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.

The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the

name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or

Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints

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

The Company initially appoints

the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04.         Paying Agent

to Hold Money in Trust.

The Company will require each

Paying Agent other than the entity acting as Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders

or the Trustee all money held by the Paying Agent for the payment of principal of, premium on, if any, or interest, if any, on, the Notes,

and will notify the Trustee of any default by the Company 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) will have no

further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund

for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the

Company, the Trustee will serve as Paying Agent for the Notes.

Section 2.05.         Holder Lists.

The Trustee will preserve

in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the

entity acting as Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days before each interest

payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may

reasonably require of the names and addresses of the Holders of Notes.

Section 2.06.         Transfer and

Exchange.

(a)            Transfer

and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary,

by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to

a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes

if:

(1)            the

Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it

is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company

within 120 days after the date of such notice from the Depositary;

(2)            the

Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and

delivers a written notice to such effect to the Trustee or

(3)            there

has occurred and is continuing a Default or Event of Default with respect to the Notes.

Upon the occurrence of either

of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct

the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every

Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06

or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive

Notes issued subsequent to any of the events described in clauses (1), (2) or (3) above, or Section 2.06(c) or (e) hereof.

A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests

in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

(b)            Transfer

and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will

be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests

in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required

by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or

(2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1)            Transfer

of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons

who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions

set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers

of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person

(other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery

thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be

delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2)            All

Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial

interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar

either:

(A)            both:

(i)             a

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

the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest

to be transferred or exchanged; and

(ii)            instructions

given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase;

(B)            both:

(i)             a

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

the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii)            instructions

given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered

to effect the transfer or exchange referred to in (1) above.

Upon satisfaction of all of

the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise

applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(3)            Transfer

of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred

to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies

with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A)            if

the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate

in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)            if

the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver

a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate

in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof,

if applicable.

(4)            Transfer

and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial

interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note

or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange

or transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A)            if

the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest

in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item

(1)(a) thereof; or

(B)            if

the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall

take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form

of Exhibit B hereto, including the certifications in item (4) thereof

and, in each such case set forth in this

Section 2.06(b)(4), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably

acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions

on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities

Act.

If any such transfer is effected

pursuant to this Section 2.06(b)(4) at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue

and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted

Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to

this Section 2.06(b)(4).

Beneficial interests in an

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

in a Restricted Global Note.

or Exchange of Beneficial Interests for Definitive Notes.

(1)            Beneficial

Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global

Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person

who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A)            if

the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive

Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)            if

such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B

hereto, including the certifications in item (1) thereof;

such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904,

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

(D)            if

such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance

with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)            if

such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration

requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect

set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof,

if applicable;

(F)            if

such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B

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

(G)            if

such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate

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

the Trustee shall cause the aggregate principal

amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute

and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal

amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall

be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall

instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver

such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial

interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be

subject to all restrictions on transfer contained therein.

(2)            Beneficial

Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note

may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes

delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:

(A)            if

the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive

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

(B)            if

the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall

take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto,

including the certifications in item (4) thereof;

and, in each such case set forth in this

Section 2.06(c)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably

acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions

on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities

Act.

(3)            Beneficial

Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted

Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who

takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof,

the Trustee will cause the aggregate principal amount of the applicable Unrestricted Global Note to be reduced accordingly pursuant to

Section 2.06(h) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated

in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest

pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations

as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant

or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any

Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement

Legend.

(d)            Transfer

and Exchange of Definitive Notes for Beneficial Interests.

(1)            Restricted

Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange

such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes

delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following

documentation:

(A)            if

the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a

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

(B)            if

such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth

in Exhibit B hereto, including the certifications in item (1) thereof;

such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903

or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)            if

such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act

in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item

(3)(a) thereof;

(E)            if

such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration

requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect

set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof,

if applicable;

(F)            if

such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth

in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)            if

such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate

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

the Trustee will cancel the Restricted Definitive

Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted

Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global

Note, and in all other cases, the IAI Global Note.

(2)            Restricted

Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such

Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery

thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

(A)            if

the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate

from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(B)            if

the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial

interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications

in item (4) thereof;

and, in each such case set forth in this

Section 2.06(d)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably

acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions

on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities

Act.

Upon satisfaction of the conditions

of any of the subparagraphs in this ‎Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to

be increased the aggregate principal amount of the Unrestricted Global Note.

(3)            Unrestricted

Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such

Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof

in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer,

the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount

of one of the Unrestricted Global Notes.

If any such exchange or transfer

from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2) or (3) above at a time when an Unrestricted

Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02

hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount

of Definitive Notes so transferred.

(e)            Transfer

and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance

with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such

registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed

or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney,

duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information,

as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1)            Restricted

Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of

Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)            if

the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto,

including the certifications in item (1) thereof;

(B)            if

the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B

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

the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor

must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required

by item (3) thereof, if applicable.

(2)            Restricted

Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted

Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the

Registrar receives the following:

(A)            if

the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from

such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(B)            if

the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form

of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications

in item (4) thereof;

and, in each such case set forth in this

Section 2.06(e)(2), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect

that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in

the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)            Unrestricted

Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who

takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar

shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)            [Reserved]

(g)           Legends.

The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically

stated otherwise in the applicable provisions of this Indenture.

(1)            Private

Placement Legend.

(A)            Except

as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution

thereof) shall bear the legend in substantially the following form:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER

THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,

AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT

AS SET FORTH BELOW. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM

THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT.

BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE

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

(B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES

ACT OR (C) IT IS AN “INSTITUTIONAL” ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER

REGULATION D PROMULGATED UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”) AND (2) AGREES THAT IT WILL NOT WITHIN [ONE

YEAR—FOR NOTES ISSUED PURSUANT TO RULE 144A][40 DAYS—FOR NOTES ISSUED IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S] AFTER

THE LATER OF THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE DATE ON WHICH THE COMPANY OR ANY OF ITS RESPECTIVE AFFILIATES OWNED

THIS NOTE, OFFER, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (II) FOR

SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT INSIDE THE UNITED STATES TO A PERSON WHOM THE

SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (III) INSIDE

THE UNITED STATES TO AN ACCREDITED INVESTOR THAT IS ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, IN

EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR THE OFFER OR SALE

IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AND THAT PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON

ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS

ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (IV) OUTSIDE THE UNITED

STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (IF AVAILABLE), (V) PURSUANT TO THE EXEMPTION

FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (VI) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (VII) PURSUANT

TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE

STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE FURTHER AGREES THAT IT WILL GIVE

TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF

THIS NOTE PURSUANT TO SUBCLAUSES (III) TO (VI) OF CLAUSE (A) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO

THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO

CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON”

HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(B)             Notwithstanding

the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2) or

(e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement

Legend.

(2)            Global

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

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY

(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT

TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE

REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT

TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT

TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN

CONSENT OF FIRSTCASH, INC.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN

PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE

DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE

TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE

OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION

OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE

REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED

BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL

INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3)            ERISA

Legend. Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear

the legend in substantially the following form:

“BY ITS ACQUISITION OF THIS NOTE, THE HOLDER

THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE

AND/OR HOLD THIS NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF (I) ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF

THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (II) PLAN, INDIVIDUAL RETIREMENT ACCOUNT

OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR

PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR

THE CODE (“SIMILAR LAWS”), OR (III) ENTITY THE UNDERLYING ASSETS OF WHICH ARE CONSIDERED TO INCLUDE “PLAN ASSETS”

OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (B) THE ACQUISITION AND/OR HOLDING OF THIS NOTE OR ANY INTEREST HEREIN BY SUCH HOLDER

WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE

OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

(h)            Cancellation

and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive

Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned

to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any

beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial

interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced

accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to

reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof

in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will

be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)            General

Provisions Relating to Transfers and Exchanges.

(1)            To

permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive

Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2)            No

service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration

of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge

payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant

to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

(3)            The

Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except

the unredeemed portion of any Note being redeemed in part.

(4)            All

Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the

valid obligations of the Company, 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.

(5)            Neither

the Registrar nor the Company will be required:

(A)            to

issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day

of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B)             to

register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note

being redeemed in part; or

(6)            Prior

to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person

in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest

on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(7)            The

Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(8)            All

certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect

a registration of transfer or exchange may be submitted by facsimile.

Section 2.07.          Replacement

Notes.

If any mutilated Note is surrendered

to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the

Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s

requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in

the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss

that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.

Every replacement Note is

an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with

all other Notes duly issued hereunder.

Section 2.08.          Outstanding

Notes.

The Notes outstanding at any

time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions

in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08

as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an

Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding

for purposes of Section 3.07(a) hereof.

If a Note is replaced pursuant

to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is

held by a protected purchaser.

If the principal amount of

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

If the Paying Agent (other

than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes

payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09.          Treasury Notes.

In determining whether the

Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any

Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company

or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be

protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are

so owned will be so disregarded.

Section 2.10.          Temporary Notes.

Until certificates representing

Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary

Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate

for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee

will authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes

will be entitled to all of the benefits of this Indenture.

Section 2.11.          Cancellation.

The Company at any time may

deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them

for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer,

exchange, payment, replacement or cancellation and will dispose of such canceled Notes (in accordance with its then current procedures

and subject to the record retention requirements of the Exchange Act). Certification of the disposition of all canceled Notes will be

delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee

for cancellation.

Section 2.12.          Defaulted Interest.

If the Company defaults in

a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable

on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the

Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to

be paid on each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special record date and

payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted

interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the

name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the special record date, the related

payment date and the amount of such interest to be paid.

Section 2.13.          Issuance of

Additional Notes.

After the Issue Date, the

Company will be entitled, subject to its compliance with Section 2.02 and Section 4.09, to issue Additional Notes under this

Indenture, which Notes will have the same terms (other than price, date of issuance and the date from which interest will accrue) as the

Initial Notes. All the Notes under this Indenture will be treated as a single class for all purposes of this Indenture, including, without

limitation, waivers, amendments, redemptions and offers to purchase; provided that, if the Additional Notes are not fungible with

the Initial Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number.

Article 3

REDEMPTION AND PREPAYMENT

Section 3.01.          Notices to Trustee.

If the Company elects to redeem

Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 10 days but

not more than 60 days before a redemption date, an Officers’ Certificate setting forth:

(1)            the

clause of this Indenture pursuant to which the redemption shall occur;

(2)            the

redemption date;

(3)            the

principal amount of Notes to be redeemed; and

(4)            the

redemption price.

Section 3.02.          Selection of

Notes to Be Redeemed or Purchased.

If less than all of the Notes

are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase on a pro

rata basis (or, in the case of Notes issued in global form pursuant to Article 2 hereof, based on a method that most nearly approximates

a pro rata selection (including by lot or such other method) as the Trustee deems fair and appropriate) unless otherwise required

by law or applicable stock exchange or depositary requirements.

In the event of partial redemption

or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than

10 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for

redemption or purchase.

The Trustee will promptly

notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption

or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $2,000

or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire

outstanding amount of Notes held by such Holder shall be redeemed or purchased. Except as provided in the preceding sentence, provisions

of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03.          Notice of Redemption.

Subject to the provisions

of Section 3.09 hereof, at least 10 days but not more than 60 days before a redemption date, the Company will mail or cause to be

mailed, by first class mail (or otherwise cause to be transmitted in accordance with the Applicable Procedures), a notice of redemption

to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days

prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this

Indenture pursuant to Articles 8 or 11 hereof.

The notice will identify the

Notes (including CUSIP numbers) to be redeemed and will state:

(1)            the

redemption date;

(2)            the

redemption price;

(3)            if

any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date

upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation

of the original Note;

(4)            the

name and address of the Paying Agent;

(5)            that

Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6)            that,

unless the Company defaults in making such redemption payment and, subject to satisfaction of the conditions specified therein, if any,

interest on Notes called for redemption ceases to accrue on and after the redemption date;

(7)            any

conditions to such redemption;

(8)            the

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

(9)            that

no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s written

request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that

the Company has delivered to the Trustee, at least 10 days prior to the redemption date, an Officers’ Certificate requesting that

the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04.          Effect of Notice

of Redemption.

Once notice of redemption

is mailed in accordance with Section 3.03 hereof and, subject to satisfaction of the conditions specified therein, if any, Notes

called for redemption become irrevocably due and payable on the redemption date at the redemption price.

Notice of any redemption of

the Notes may, at the Company’s discretion, be given prior to the completion of a transaction (including an Equity Offering, an

incurrence of Indebtedness, a Change of Control or other transaction) and any redemption notice may, at the Company’s discretion,

be subject to one or more conditions precedent, including, but not limited to, completion of a related transaction. If such redemption

or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if

applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time (including more than

60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions

shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions

shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Company may provide in

such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may

be performed by another Person.

Section 3.05.          Deposit of Redemption

or Purchase Price.

One Business Day prior to

the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption

or purchase price of, accrued interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent

will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary

to pay the redemption or purchase price of, accrued interest, if any, on all Notes to be redeemed or purchased.

If the Company complies with

the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or

the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on

or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note

was registered at the close of business on such record date, and no additional interest will be payable to Holders whose Note will be

subject to redemption by the Company. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase

because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the

redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal,

in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06.          Notes Redeemed

or Purchased in Part.

Upon surrender of a Note that

is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for

the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07.          Optional Redemption.

(a)            Except

pursuant to the following paragraphs, the Notes will not be redeemable at the Company’s option prior to May 1, 2029.

(b)            At

any time prior to May 1, 2029, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of

Notes issued under this Indenture, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 106.125%

of the principal amount of the Notes redeemed, plus accrued and unpaid interest to, but not including, the date of redemption (subject

to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), in an amount

not to exceed the net proceeds from an Equity Offering; provided that:

(1)            at

least 60% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Parent and its

Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2)            in

each case, the redemption occurs within 90 days after the closing of such Equity Offering.

any time prior to May 1, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than

10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable

Premium as of, and accrued and unpaid interest to, but not including, the date of redemption, subject to the rights of Holders of Notes

on the relevant record date to receive interest due on the relevant interest payment date.

(d)            The

Notes may be redeemed pursuant to Section 4.15(e) hereof.

(e)            On

or after May 1, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more

than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and

unpaid interest on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period

beginning on May 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive

interest on the relevant interest payment date:

Year

Percentage

2029

103.063%

2030

101.531%

2031 and thereafter

100.000%

Unless the Company defaults

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

redemption date.

(f)            Any

redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

(g)           Notwithstanding

the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders

of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender

offer, the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and

not withdrawn by such holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’

prior notice, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to

each Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment,

accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption.

Section 3.08.          Mandatory Redemption.

Except as set forth below

under Section 3.10, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

However, under certain circumstances, the Company may be required to offer to purchase Notes (as described under Section 3.09, 4.10

and 4.15 hereof). The Company may at any time and from time to time purchase outstanding debt securities or loans, including the Notes,

in privately negotiated or open market transactions, by tender offer or otherwise.

Section 3.09.          Offer to Purchase

by Application of Excess Proceeds.

In the event that, pursuant

to Section 4.10(d) hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset

Sale Offer”), it will follow the procedures specified in Section 4.10(d) and (e) and the additional procedures

specified below.

The Asset Sale Offer will

remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent

that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the

termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer

Amount”) pursuant to Section 4.10(d).

If the Purchase Date is on

or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the

Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to

Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an

Asset Sale Offer, the Company will send, by first class mail (or otherwise cause to be transmitted in accordance with the Applicable Procedures),

a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary

to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer,

will state:

(1)            that

the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale

Offer will remain open;

(2)            the

Offer Amount, the purchase price and the Purchase Date;

(3)            that

any Note not tendered or accepted for payment will continue to accrue interest;

(4)            that,

unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue

interest after the Purchase Date;

(5)            that

Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000

or an integral multiple of $1,000 in excess thereof;

(6)            that

Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled

“Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company,

a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase

Date;

(7)            that

Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives,

not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal

amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(8)            that,

if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount,

the Company will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal

amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company

so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased); and

(9)            that

Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes

surrendered (or transferred by book-entry transfer).

On or before the Purchase

Date, the Company will, to the extent lawful, accept Notes for payment pursuant to Section 4.10(d), and will deliver or cause to

be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions

thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or

the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver

to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase,

and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and mail or

deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion

of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company

will publicly announce the results of the Asset Sale Offer on the Purchase Date.

Other than as specifically

provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections

3.01 through 3.06 hereof.

Article 4

COVENANTS

Section 4.01.          Payment of Notes.

The Company will pay or cause

to be paid the principal of, premium on, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal,

premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof,

holds as of 12:00 p.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated

for and sufficient to pay all principal, premium, if any, and interest, if any, then due. If an interest payment date, redemption date,

the maturity date or any other date for any payment in respect of the Notes falls on a day that is not a Business Day, the related payment

of principal or interest will be made on the next succeeding Business Day as if made on the date the payment was due, and no interest

shall accrue for the intervening period.

The Company will pay interest

(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the

then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding

under any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), at the same rate

to the extent lawful.

Section 4.02.          Maintenance

of Office or Agency.

The Company will maintain

in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee,

Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to

or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee

of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required

office or agency or fails 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 will in any manner

relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes.

The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of

any such other office or agency.

The Company hereby designates

the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03.          Reports.

(a)            Whether

or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Parent will furnish to the Holders

of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability), no later than thirty

days after the expiration of the time periods specified in the SEC’s rules and regulations:

(1)            all

quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Parent were required to file

such reports, 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 Parent’s certified independent accountants; and

(2)            all

current reports that would be required to be filed with the SEC on Form 8-K if the Parent were required to file such reports.

All such reports will be prepared

in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Parent

will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within

the time periods specified above (unless the SEC will not accept such a filing) and will post the reports on its website within those

time periods.

If, at any time, the Parent

is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Parent will nevertheless continue

filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above

unless the SEC will not accept such a filing. The Parent 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 Parent’s filings for any reason, the Parent will post

the reports referred to in the preceding paragraphs on its website within the time periods specified in this Section 4.03.

(b)           If

the Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required

by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements

or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the

financial condition and results of operations of the Parent and its Restricted Subsidiaries separate from the financial condition and

results of operations of the Unrestricted Subsidiaries of the Parent.

so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs

(a) and (b) of this Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts

and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the

Securities Act.

(d)           Notwithstanding

the foregoing, the Parent shall be deemed to have furnished the reports required by paragraphs (a) and (b) of this Section 4.03

to the Trustee and the Holders on the date the Parent files such reports with the SEC via the EDGAR filing system (or any successor thereto)

and such reports become publicly available.

Section 4.04.         Compliance Certificate.

(a)           The

Company and each Guarantor shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate

stating that a review of the activities of the Parent 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 has kept, observed, performed and fulfilled its obligations under

this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company

has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance

or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing

all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take

with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments

on account of the principal of, premium on, if any, or interest on the Notes is prohibited or if such event has occurred, a description

of the event and what action the Company is taking or proposes to take with respect thereto.

(b)            So

long as any of the Notes are outstanding, the Company will 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 4.05.          Taxes.

The Parent and the Company

will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies

except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in

any material respect to the Holders of the Notes.

Section 4.06.          Stay, Extension

and Usury Laws.

The Company and each of the

Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever

claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that

may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully

do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder,

delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power

as though no such law has been enacted.

Section 4.07.          Restricted Payments.

(a)            The

Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)            declare

or pay any dividend or make any other payment or distribution on account of the Parent’s or any of its Restricted Subsidiaries’

Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Parent or any

of its Restricted Subsidiaries) or to the direct or indirect holders of the Parent’s or any of its Restricted Subsidiaries’

Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified

Stock) of the Parent and other than dividends or distributions payable to the Parent or a Restricted Subsidiary thereof);

(2)            purchase,

redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving

the Parent) any Equity Interests of the Parent or any direct or indirect parent of the Parent;

(3)            make

any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company

or any Guarantor that is contractually subordinated in right of payment to the Notes or to any Note Guarantee (excluding any intercompany

Indebtedness between or among the Parent and any of its Restricted Subsidiaries), except a payment of interest or a payment of principal

at the Stated Maturity thereof; or

(4)            make

any Restricted Investment

(all such payments and other actions set forth

in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless,

at the time of and after giving effect to such Restricted Payment:

(i)             no

Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(ii)            the

Parent would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had

been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness

pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and

(iii)           such

Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Parent and its Restricted Subsidiaries

since the 2028 Notes Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (10), (11),

(12) and (13) of paragraph (b) of this Section 4.07), is less than the sum, without duplication, of:

(A)            50%

of the Consolidated Net Income of the Parent for the period (taken as one accounting period) commencing October 1, 2020 to the end

of the Parent’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted

Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B)            100%

of the aggregate net cash proceeds received by the Parent since the 2028 Notes Issue Date as a contribution to its common equity capital

or from the issue or sale of Qualifying Equity Interests of the Parent or from the issue or sale of convertible or exchangeable Disqualified

Stock of the Parent or convertible or exchangeable debt securities of the Parent, in each case that have been converted into or exchanged

for such Qualifying Equity Interests of the Parent (other than Qualifying Equity Interests and convertible or exchangeable Disqualified

Stock or debt securities sold to a Subsidiary of the Parent); plus

the extent that any Restricted Investment that was made after the 2028 Notes Issue Date is (a) sold for cash or otherwise cancelled,

liquidated or repaid for cash, or (b) made in an entity that subsequently becomes a Restricted Subsidiary of the Parent, the Fair

Market Value of such Restricted Investment as of the date such entity becomes a Restricted Subsidiary (or, if less, the amount of cash

received upon repayment or sale); plus

(D)             to

the extent that any Unrestricted Subsidiary of the Parent designated as such after the 2028 Notes Issue Date is redesignated as a Restricted

Subsidiary after the 2028 Notes Issue Date, the Fair Market Value of the Parent’s Restricted Investment in such Subsidiary as of

the date of such redesignation, after deducting any Indebtedness associated with the Unrestricted Subsidiary so designated; plus

(E)             100%

of any dividends received in cash by the Parent or a Restricted Subsidiary thereof that is a Guarantor after the 2028 Notes Issue Date

from an Unrestricted Subsidiary of the Parent to the extent that such dividends were not otherwise included in the Consolidated Net Income

of the Parent for such period; plus

(F)             $100.0

million.

(b)            The

provisions of Section 4.07(a) hereof will not prohibit:

(1)            the

payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend

or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would

have complied with the provisions of this Indenture;

(2)            the

making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale (other

than to a Subsidiary of the Parent) of, Equity Interests of the Parent (other than Disqualified Stock) or from the substantially concurrent

contribution of common equity capital to the Parent; provided that the amount of any such net cash proceeds that are utilized for

any such Restricted Payment will not be considered to be net proceeds of Qualifying Equity Interests for purposes of Section 4.07(a)(iii)(B) and

will not be considered to be net cash proceeds from an Equity Offering for purposes of Section 3.07 of this Indenture;

(3)            the

payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary

of the Parent to the holders of its Equity Interests on a pro rata basis or on a basis more favorable to the Parent;

(4)            the

repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is

contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence

of Permitted Refinancing Indebtedness;

(5)            the

repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Parent or any Restricted Subsidiary

thereof held by any future, current or former officer, director, employee or consultant of the Parent or any of its Restricted Subsidiaries

pursuant to any employment agreement, equity subscription agreement, stock option agreement, shareholders’ agreement or similar

agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may

not exceed $25.0 million in any fiscal year (with unused amounts in any year carried over to future years) plus the amount of cash proceeds

from any key man life insurance received in such fiscal year; provided that such amount may be increased by an amount not to exceed

the cash proceeds from the sale of Equity Interests of the Parent to current or former members of management, directors, managers or consultants

of the Parent or any of its Subsidiaries that occurs after the date of this Indenture, to the extent the cash proceeds from the sale of

such Equity Interests have not otherwise been applied to the making of Restricted Payments by virtue of Section 4.07(a)(iii)(B);

(6)            the

repurchase of Equity Interests deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities

to the extent such Equity Interests represent a portion of the exercise price of those stock options, warrants or other convertible or

exchangeable securities, the withholding of a portion of Equity Interests granted or awarded to a current or former officer, director,

employee or consultant to pay for the taxes payable by such person upon such grant or award (or vesting thereof) or the cancellation of

stock options, warrants or other Equity Interest awards;

(7)            the

declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Parent

or any preferred stock of any Restricted Subsidiary issued on or after the date of this Indenture in accordance with the Fixed Charge

Coverage Ratio test described in Section 4.09(a) hereof;

(8)            payments

of cash, dividends, distributions, advances or other Restricted Payments by the Parent or any of its Restricted Subsidiaries to allow

the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion

or exchange of Capital Stock of any such Person;

(9)            the

repurchase or other acquisition for value of Capital Stock of the Company with the net proceeds received by the Company from the offering

of the 2028 Notes originally issued as described in the offering memorandum for the 2028 Notes; provided that the aggregate price

paid for all such repurchases or other acquisitions of Capital Stock may not exceed the greater of (a) 5.00% of Consolidated Total

Assets and (b) $300.0 million in the aggregate;

(10)          (i) other

Restricted Payments in an aggregate amount not to exceed $200.0 million; and (ii) other Restricted Payments so long as, after giving

pro forma effect to the payment of any such Restricted Payment, the Consolidated Total Debt Ratio shall be less than 3.00 to 1.00;

(11)          the

repurchase, redemption or other acquisition or retirement for value of any subordinated Indebtedness pursuant to provisions similar to

those described in Sections 4.10 or 4.15 hereof; provided that all Notes tendered by Holders in connection with a Change of Control

Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(12)          distributions

or payments of Receivables Fees; and

(13)          the

declaration and payment of regularly scheduled or accrued dividends to holders of the common stock of the Parent in an aggregate amount

not to exceed the greater of (a) 2.50% of Consolidated Total Assets and (b) $200.0 million in any fiscal year.

amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or

securities proposed to be transferred or issued by the Parent or such Restricted Subsidiary, as the case may be, pursuant to the Restricted

Payment. For purposes of this Section 4.07, if a particular Restricted Payment involves a non-cash payment, including a distribution

of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any,

plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment.

(d)            For

the purposes of determining compliance with this Section 4.07, (i) a Restricted Payment or Permitted Investment need not be

permitted solely by reference to one category of permitted Restricted Payments (or any portion thereof) or Permitted Investments (or any

portion thereof) described in the above clauses or the definitions thereof but may be permitted in part under any combination thereof

and (ii) in the event that a Restricted Payment (or any portion thereof) or Permitted Investment (or any portion thereof) meets the

criteria of more than one of the types of Restricted Payments or (or any portion thereof) Permitted Investments (or any portion thereof)

described in the above clauses or the definitions thereof, the Company, in its sole discretion, may divide and classify, and from time

to time may divide and reclassify (based on circumstances existing at the time of such division or reclassification), such Restricted

Payment (or any portion thereof) or Permitted Investment (or any portion thereof) if it would have been permitted at the time such Restricted

Payment or Permitted Investment was made and at the time of any such reclassification, except that the Company may not reclassify any

Restricted Payment or Permitted Investment as having been made under Section 4.07(b)(10) if originally made under another clause

of Section 4.07(b), under Section 4.07(a)(iii) or as a Permitted Investment.

(e)           In

connection with any commitment, definitive agreement, declaration, notice, action or similar event relating to the payment or making of

an Investment or Restricted Payment, the Parent or the applicable Restricted Subsidiary may designate such Investment or Restricted Payment

as having occurred on the date of the commitment, definitive agreement, declaration, notice, action or similar event relating thereto

(such date, the “Election Date”) if, after giving pro forma effect to such Investment or Restricted Payment

and all related transactions in connection therewith and any related pro forma adjustments, the Parent or any of its Restricted

Subsidiaries would have been permitted to make such Investment or Restricted Payment on the relevant Election Date in compliance with

this Indenture, and any related subsequent actual declaration, payment or making of such Investment or Restricted Payment will be deemed

for all purposes under this Indenture to have been made on such Election Date, including, without limitation, for purposes of calculating

any ratio, compliance with any test, usage of any baskets hereunder (if applicable) and Consolidated EBITDA and for purposes of determining

whether there exists any Default or Event of Default (and all such calculations on and after such Election Date until the termination,

expiration, passing, rescission, retraction or rescindment of such commitment, definitive agreement, declaration, notice, action or similar

event shall be made on a pro forma basis giving effect thereto and all related transactions in connection therewith).

Section 4.08.          Dividend and

Other Payment Restrictions Affecting Restricted Subsidiaries.

(a)            The

Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become

effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)            pay

dividends or make any other distributions on its Capital Stock to the Parent or any of its Restricted Subsidiaries or with respect to

any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Parent or any of its Restricted

Subsidiaries;

(2)            make

loans or advances to the Parent or any of its Restricted Subsidiaries; or

(3)            sell,

lease or transfer any of its properties or assets to the Parent or any of its Restricted Subsidiaries.

(b)            The

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

(1)            any

agreement in existence on the date of this Indenture, including agreements governing Existing Indebtedness and Credit Facilities as in

effect on the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements

or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings,

replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions

than those contained in those agreements on the date of this Indenture;

(2)            this

Indenture, the Notes and the Note Guarantees;

(3)            agreements

governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications,

renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein, taken

as a whole, are not materially more restrictive, taken as a whole, than those contained in this Indenture, the Notes and the Note Guarantees;

(4)            applicable

law, rule, regulation or order or the terms of any license, authorization, concession or permit;

(5)            any

instrument or agreement governing Indebtedness or Capital Stock of a Person acquired by or merged or consolidated with or into the Parent

or any of its Restricted Subsidiaries, or of an Unrestricted Subsidiary that is designated a Restricted Subsidiary or that is assumed

in connection with or in contemplation of such acquisition of assets from such Person, in each case as in effect at the time of such transaction,

which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or

the property or assets of the Person, so acquired or merged; provided that, in the case of Indebtedness, such Indebtedness was

permitted by the terms of this Indenture to be incurred; provided further that for purposes of this clause (5), if a Person other

than the Parent is the successor issuer with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any

such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Parent or a Restricted Subsidiary, as the case may be,

when such Person becomes such successor issuer;

(6)            customary

non-assignment and similar provisions in contracts, leases, sub-leases, licenses and sub-licenses and provisions restricting sub-letting

or sub-licensing in contracts, leases, sub-leases, licenses and sub-licenses entered into in the ordinary course of business;

(7)            mortgage

financings, purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose

restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;

(8)            with

respect to a Restricted Subsidiary (or any of its property or assets), encumbrances or restrictions imposed pursuant to an agreement entered

into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary

(or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;

(9)            Permitted

Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness

are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(10)          Liens

permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets

subject to such Liens;

(11)          provisions

limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements,

stock sale agreements, licenses, sub-licenses, leases, sub-leases and other similar agreements (including agreements entered into in connection

with a Restricted Investment) in the ordinary course of business, which limitation is applicable only to the assets that are the subject

of such agreements;

(12)          restrictions

on cash, Cash Equivalents or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding

companies, in each case, under contracts entered into in the ordinary course of business;

(13)          any

encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that does not,

individually or in the aggregate, detract from the value of the property or assets of the Parent or any of its Restricted Subsidiaries

in any manner material to the Parent or its Restricted Subsidiaries;

(14)          customary

encumbrances or restrictions contained in agreements in connection with Hedging Obligations or Treasury Management Obligations permitted

under this Indenture;

(15)          by

virtue of any transfer of, agreement to transfer, option or right with respect to, any property or assets of the Parent or any Restricted

Subsidiary not otherwise prohibited by this Indenture;

(16)          which

exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the Parent, on

or after the date of this Indenture, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in

connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property

or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary;

(17)          restrictions

on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or consistent

with industry practice;

(18)          restrictions

under customary provisions in partnership agreements, limited liability company organizational or governance documents, joint venture

agreements, corporate charters, stockholders’ agreements and other similar agreements and documents on the transfer of ownership

interests in such partnership, limited liability company, joint venture or similar person;

(19)          pursuant

to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent

or any Restricted Subsidiary;

(20)          a

security agreement governing a Lien permitted under this Indenture containing customary restrictions on the transfer of any property or

assets;

(21)          customary

restrictions pursuant to the terms of a Permitted Receivables Financing; and

(22)          any

encumbrance or restriction existing under any agreement that extends, renews, refinances, replaces, amends, modifies, restates or supplements

the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (21), or in this clause (22); provided

that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under

or pursuant to the agreement so extended, renewed, refinanced, replaced, amended, modified, restated or supplemented.

contained in this Section 4.08 shall prevent the Parent or any Restricted Subsidiary from (i) creating, incurring, assuming

or suffering to exist any Liens otherwise permitted pursuant to Section 4.12 hereof, or (ii) restricting the sale or other disposition

of property or assets of the Parent or any of its Restricted Subsidiaries that secure Indebtedness of the Parent or any of its Restricted

Subsidiaries incurred in accordance with this Indenture.

(d)           For

purposes of determining compliance with this Section 4.08, (1) the priority of any preferred stock in receiving dividends prior

to distributions being paid on common equity shall not be deemed a restriction on the ability to make distributions on Equity Interests

and (2) the subordination of loans or advances made to the Parent or a Restricted Subsidiary to other Indebtedness incurred by the

Parent or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Section 4.09.          Incurrence of

Indebtedness and Issuance of Preferred Stock.

(a)            The

Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee

or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”)

any Indebtedness (including Acquired Debt), and the Parent will not issue any Disqualified Stock and will not permit any of its Restricted

Subsidiaries to issue any shares of preferred stock; provided, however, that the Parent may incur Indebtedness (including Acquired

Debt), the Parent may issue Disqualified Stock, and the Subsidiary Guarantors and the Company may incur Indebtedness (including Acquired

Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Parent’s most recently ended four full fiscal quarters

for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred

or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a

pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had

been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter

period.

(b)            The

provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively,

“Permitted Debt”):

(1)            the

incurrence by the Company and any Guarantor of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal

amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to

the maximum potential liability of the Parent and its Restricted Subsidiaries thereunder) not to exceed (as of the date of incurrence

of Indebtedness under this clause (1) and after giving pro forma effect to such incurrence and the application of net proceeds

therefrom) the greater of (A) $1,500.0 million and (B) 27.50% of Consolidated Total Assets as of the date of such incurrence;

(2)            the

incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness and Disqualified Stock existing on the date of

this Indenture;

(3)            the

incurrence by the Company and the Guarantors of Indebtedness represented by the Notes to be issued on the date of this Indenture and the

related Note Guarantees (other than any Additional Notes and related Note Guarantees);

(4)            the

incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations (other than Deemed

Capitalized Leases), mortgage financings, purchase money obligations or Disqualified Stock, in an aggregate principal amount or accreted

liquidation preference, including all Permitted Refinancing Indebtedness incurred or issued to renew, refund, refinance, replace, defease

or discharge any Indebtedness or Disqualified Stock incurred or issued pursuant to this clause (4), not to exceed the greater of $550.0

million or 10.00% of Consolidated Total Assets at any time outstanding;

(5)            the

incurrence by the Parent or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness or the issuance by the Parent of

Disqualified Stock (including additional Disqualified Stock issued to pay premiums, retirement costs, accrued dividends and fees and expenses

in connection therewith) in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease, discharge

or extend any Indebtedness or Disqualified Stock (other than intercompany Indebtedness or Disqualified Stock) that was permitted by this

Indenture to be incurred under Section 4.09(a) hereof or clauses (2), (3), (4), (5), (12), (16), (18), (19) or (24) of this

Section 4.09(b);

(6)            the

incurrence by the Parent or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Parent and any of its

Restricted Subsidiaries; provided, however, that:

(A)            if:

(1) the Company or any Guarantor

is the obligor on such Indebtedness; and

(2) the payee

is not the Company or a Guarantor,

then such Indebtedness must be unsecured

and expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of

the Company, or the Note Guarantee, in the case of a Guarantor; and

(B)             (1) any

subsequent issuance or transfer of Equity Interests that results in any Indebtedness incurred under this clause (6) being held by

a Person other than the Parent or a Restricted Subsidiary thereof; and

(2) any sale

or other transfer of any Indebtedness incurred under this clause (6) to a Person that is not either the Parent or a Restricted Subsidiary

thereof,

will be deemed, in each case, to constitute

an incurrence of such Indebtedness by the Parent or such Restricted Subsidiary, as the case may be, that was not permitted by this clause

(6);

(7)            the

issuance by any of the Restricted Subsidiaries to the Parent or to any of its Restricted Subsidiaries of shares of preferred stock; provided,

however, that:

(A)            any

subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Parent

or a Restricted Subsidiary thereof; and

(B)             any

sale or other transfer of any such preferred stock to a Person that is not either the Parent or a Restricted Subsidiary thereof,

will be deemed, in each case, to constitute

an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8)            the

incurrence by the Parent or any of its Restricted Subsidiaries of Hedging Obligations and Obligations with respect to Treasury Management

Arrangements in the ordinary course of business;

(9)            the

guarantee by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or a Restricted Subsidiary thereof, to the extent that

the guaranteed Indebtedness was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness

being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee must be subordinated or pari passu,

as applicable, to the same extent as the Indebtedness guaranteed;

(10)          the

incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness in respect of letters of credit, workers’ compensation

claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, statutory

obligations, bankers’ acceptances, bank guarantees, customs bonds, stay bonds, performance and surety bonds, completion guarantees,

bid bonds, appeal bonds and similar obligations in the ordinary course of business or consistent with industry practice;

(11)          the

incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial

institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered

within ten Business Days;

(12)          the

incurrence by Foreign Subsidiaries of Indebtedness in an aggregate principal amount at any time outstanding pursuant to this clause (12),

including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness

incurred pursuant to this clause (12), not to exceed the greater of $350.0 million or 5.00% of Consolidated Total Assets (or the equivalent

thereof, measured at the time of each incurrence, in the applicable foreign currency) (it being understood that any Indebtedness incurred

pursuant to this clause (12) shall cease to be deemed incurred or outstanding for purposes of this clause (12) but shall be deemed incurred

for the purposes of Section 4.09(a) from and after the first date on which such Foreign Subsidiary could have incurred such

Indebtedness under Section 4.09(a) without reliance upon this clause (12));

(13)          the

incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness in respect of endorsements of negotiable instruments in

the ordinary course of business;

(14)          the

incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness consisting of the financing of insurance premiums in the

ordinary course of business;

(15)          the

incurrence by the Parent or any of its Restricted Subsidiaries of:

(A)            Indebtedness

consisting of seller financing, seller notes and other similar obligations incurred in connection with any Permitted Investment (including

any such Indebtedness assumed in connection with an acquisition permitted hereunder) in an aggregate principal amount not to exceed the

greater of $150.0 million and 2.50% of Consolidated Total Assets at any time outstanding; or

(B)             Indebtedness

arising from agreements of the Parent or its Restricted Subsidiaries providing for working capital adjustments, purchase price adjustments,

non-competes, consulting, deferred compensation, holdbacks, earn-out obligations, contingent consideration, contributions and similar

obligations incurred in connection with any Permitted Investment or disposition of any business;

(16)          Indebtedness

of any Person that is assumed by the Parent or a Restricted Subsidiary in connection with the acquisition of such Person or Indebtedness

of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated

with or into the Parent or a Restricted Subsidiary) after the date hereof as a result of an Investment permitted hereunder and all Permitted

Refinancing Indebtedness thereof; provided that after giving effect to such Person becoming a Restricted Subsidiary (or to such

merger or consolidation), the Parent would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge

Coverage Ratio test set forth in clause (a) of this Section 4.09 or the Fixed Charge Coverage Ratio of the Parent would equal

or exceed the Fixed Charge Coverage Ratio of the Parent immediately prior to giving effect thereto;

(17)          Indebtedness

consisting of promissory notes issued by the Parent or any of its Restricted Subsidiaries to any future, current or former employee, director

or consultant of the Parent, any of the Parent’s direct or indirect parents or any of the Parent’s Subsidiaries (or permitted

transferees, assigns, estates or heirs of such employee, director or consultant), to finance the purchase or redemption of Equity Interests

of the Parent, any of the Parent’s direct or indirect parents or any of the Parent’s Subsidiaries permitted by Section 4.07

hereof;

(18)          the

incurrence by any Domestic Subsidiary of the Parent that is not a Guarantor of Indebtedness in an aggregate principal amount (or accreted

value, as applicable) at any time outstanding pursuant to this clause (18), including all Permitted Refinancing Indebtedness incurred

to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (18), not to exceed the greater

of $30.0 million and 0.50% of Consolidated Total Assets;

(19)          the

incurrence by the Parent or any of its Restricted Subsidiaries of additional Indebtedness or Disqualified Stock in an aggregate principal

amount (or accreted value or liquidation preference, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness

incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (19), not to exceed

the greater of $450.0 million or 7.50% of Consolidated Total Assets (it being understood that any Indebtedness incurred pursuant to this

clause (19) shall cease to be deemed incurred or outstanding for purposes of this clause (19) but shall be deemed incurred for the purposes

of Section 4.09(a) from and after the first date on which the Parent or such Restricted Subsidiary could have incurred such

Indebtedness under Section 4.09(a) without reliance upon this clause (19));

(20)          Indebtedness

of the Parent or any of its Restricted Subsidiaries to the extent the proceeds of such Indebtedness are deposited and used to defease

or satisfy and discharge all of the Notes then outstanding;

(21)          Indebtedness

representing deferred compensation to employees of the Parent and its Restricted Subsidiaries in the ordinary course of business;

(22)          Indebtedness

incurred by the Parent and its Restricted Subsidiaries in respect of netting services, overdraft protections and similar arrangements,

in each case, in connection with deposit accounts;

(23)          unsecured

Indebtedness in respect of credit card programs; and

(24)          the

incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness represented by a mortgage financing of (i) its corporate

headquarters and (ii) in an amount not exceeding the greater of (A) $75.0 million and (B) 1.25% of Consolidated Total Assets,

including all Permitted Refinancing Indebtedness incurred or issued to renew, refund, refinance, replace, defease or discharge any such

Indebtedness incurred or issued pursuant to this clause (24); provided that (a) the aggregate principal amount of Indebtedness

incurred under this clause (24)(i) shall not exceed the fair market value of the corporate headquarters (as determined in good faith

by the Parent and measured at the time of such incurrence) and (b) any such Indebtedness under clause (24)(i) shall not be secured

by Liens on any other assets of the Parent or its Restricted Subsidiaries other than such corporate headquarters improvements, accessions

and appurtenances thereto and the proceeds and products thereof.

The Company and the Parent

will not incur, and will not permit any Subsidiary Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually

subordinated in right of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually

subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however,

that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company solely

by virtue of being unsecured or by virtue of being secured on a junior priority basis.

For purposes of determining

compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories

of Permitted Debt described in clauses (1) through (24) above, or is entitled to be incurred pursuant to Section 4.09(a) hereof,

the Company will be permitted to divide and classify such item of Indebtedness on the date of its incurrence, or later reclassify all

or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities

outstanding on the 2032 Notes Issue Date will be deemed at all times to have been incurred on such date in reliance on the exception provided

by clause (1) of the definition of Permitted Debt. The accrual of interest or preferred stock dividends, the accretion or amortization

of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the

reclassification of preferred stock as Indebtedness due to a change in accounting principles and the payment of dividends on preferred

stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed

to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this Section 4.09; provided,

in each such case, that the amount thereof is included in Fixed Charges of the Parent as accrued. For purposes of determining compliance

with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness

denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such

Indebtedness was incurred (or, in the case of revolving Indebtedness incurred pursuant to this Section 4.09, on the date such Indebtedness

was first committed); provided, that if any such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign

currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the

relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not

to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness

being refinanced. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Parent or

any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations

in exchange rates or currency values.

In connection with the incurrence

of (x) revolving loan Indebtedness under this Section 4.09 or (y) any commitment relating to the incurrence of Indebtedness

under this Section 4.09 and the granting of any Lien to secure such Indebtedness, the Parent or the applicable Restricted Subsidiary

may designate such incurrence and the granting of any Lien thereof as having occurred on the date of first incurrence of such revolving

loan Indebtedness or commitment (such date, the “Deemed Date”), and any related subsequent actual incurrence and granting

of such Lien therefor will be deemed for all purposes under this Indenture to have been incurred and granted on such Deemed Date, including,

without limitation, for purposes of calculating the Consolidated Fixed Charge Coverage Ratio, usage of any baskets hereunder (if applicable)

and Consolidated EBITDA (and all such calculations on and after the Deemed Date until the termination or funding of such commitment shall

be made on a pro forma basis giving effect to the deemed incurrence, the granting of any Lien therefor and related transactions

in connection therewith).

The amount of any Indebtedness

outstanding as of any date will be:

(1)            the

accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2)            the

principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3)            in

respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A)            the

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

(B)             the

amount of the Indebtedness of the other Person.

Section 4.10.          Asset Sales.

(a)            The

Parent will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)            the

Parent or any of its Restricted Subsidiaries receives consideration at the time of the Asset Sale at least equal to the Fair Market Value

(measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold

or otherwise disposed of; and

(2)            at

least 75% of the consideration received in the Asset Sale by the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

For purposes of this provision, each of the following will be deemed to be cash:

(A)            any

liabilities of the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated

to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity

agreement that releases the Parent or such Restricted Subsidiary from or indemnifies against further liability with respect to such liabilities;

(B)             any

securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are within 180

days of such Asset Sale, subject to ordinary settlement periods, converted by the Parent or such Restricted Subsidiary into cash or Cash

Equivalents, to the extent of the cash or Cash Equivalents received in that conversion;

stock or assets of the kind referred to in clauses (2) or (4) of paragraph (b) of this Section 4.10, subject to the

conditions stated therein;

(D)             Indebtedness

of any Restricted Subsidiary (other than subordinated Indebtedness or intercompany obligations) that is no longer a Restricted Subsidiary

as a result of such Asset Sale, to the extent that the Parent and each Restricted Subsidiary are released from any guarantee of payment

of such Indebtedness in connection with the Asset Sale; and

(E)             any

Designated Noncash Consideration received by the Parent or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market

Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (E) that has not previously

been converted to cash not to exceed the greater of $125.0 million or 2.75% of Consolidated Total Assets at the time of receipt of such

Designated Noncash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time

received and without giving effect to subsequent changes in value.

(b)            Within

365 days after the receipt of any Net Proceeds from an Asset Sale (a binding commitment entered into within such 365 day period shall

be treated as a permitted application of the Net Proceeds so long as such Net Proceeds shall be applied to satisfy such commitment within

180 days of the date of such commitment), the Parent or one or more Restricted Subsidiaries may apply an amount equal to the amount of

such Net Proceeds:

(1)            to

repay (a) Indebtedness and other Obligations under a Credit Facility; or (b) other Indebtedness (other than Indebtedness contractually

subordinated in right of payment to the Notes or to any Note Guarantee) of the Parent or any Restricted Subsidiary thereof secured by

a Permitted Lien;

(2)            to

acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any

such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Parent;

(3)            to

make one or more capital expenditures; or

(4)            to

acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business or replace

the assets subject to this Section 4.10;

(5)            with

respect to Asset Sales of assets of a Restricted Subsidiary that is not a Guarantor or the issuer of the Notes, to permanently reduce

Indebtedness of a Restricted Subsidiary that is not a Guarantor or the issuer of the Notes (and to correspondingly reduce commitments

with respect thereto), other than Indebtedness owed to the Parent or a Subsidiary of the Parent; and/ or

(6)            a

combination of repayment and investment permitted by the foregoing clauses (1), (2), (3), (4) and (5).

the final application of any Net Proceeds, the Parent or any of its Restricted Subsidiaries may temporarily reduce revolving credit borrowings

or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

(d)            If

the Net Proceeds exceed the aggregate amount within the applicable time period, such excess amount that has not been applied or invested

as provided clause (b) of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount

of Excess Proceeds exceeds $100.0 million, within thirty days thereof, the Company will make an Asset Sale Offer to all Holders of Notes

and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this

Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem the

maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the

amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out

of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid

interest, if any, to, but not including, the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on

the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds

remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by

this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be prepaid

or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such

other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid

or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral

multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will

be reset at zero.

(e)            The

Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder

to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To

the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this

Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached

its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Section 4.11.          Transactions

with Affiliates.

(a)            The

Parent will not, and will not permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or otherwise

dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction,

contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Parent (each, an “Affiliate

Transaction”), unless:

(1)            the

Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Parent or the relevant Restricted Subsidiary

than those that would have been obtained in a comparable transaction by the Parent or such Restricted Subsidiary with an unrelated Person;

and

(2)            with

respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0

million, the Company delivers to the Trustee a resolution of the Board of Directors of the Parent set forth in an Officers’ Certificate

certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a) and that such Affiliate Transaction

has been approved by a majority of the disinterested members of the Board of Directors of the Parent.

(b)            The

following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a) hereof:

(1)            any

employment agreement, severance agreement, collective bargaining agreement, consultant, employee benefit plans or arrangements with any

employee, consultant, officer or director, including any stock option, stock appreciation rights, stock incentive or similar plans, director

or officer indemnification agreements or any similar arrangements entered into by the Parent or any of its Restricted Subsidiaries in

the ordinary course of business and payments pursuant thereto;

(2)            transactions

between or among the Parent and/or its Restricted Subsidiaries, including any entity that becomes a Restricted Subsidiary as a result

of such transaction;

(3)            transactions

with a Person (other than an Unrestricted Subsidiary of the Parent) that is an Affiliate of the Parent solely because the Parent owns,

directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4)            payment

of reasonable and customary compensation, salaries, bonuses, fees, other employee benefits and indemnities and reimbursement of expenses

(pursuant to indemnity arrangements or otherwise) of current or future officers, directors, managers, employees or consultants of the

Parent or any of its Restricted Subsidiaries;

(5)            transactions

between the Parent or any Restricted Subsidiary and any Person that is an Affiliate of the Parent or any Restricted Subsidiary solely

because a director of such Person is also a director of the Parent any Restricted Subsidiary or any direct or indirect parent entity of

the Parent; provided that such director abstains from voting as a director of the Parent or such Restricted Subsidiary on any matter

involving such other Person;

(6)            any

issuance of Equity Interests (other than Disqualified Stock) of the Parent to any officer, director or employee of the Parent or any of

its Restricted Subsidiaries or any other Affiliates of the Parent;

(7)            Restricted

Payments or Permitted Investments that do not violate Section 4.07 hereof;

(8)            contracts

or arrangements between the Parent and/or its Subsidiaries and any of its Affiliates regarding coordination and/or joint defense of any

litigation or any other action, suit, proceeding, claim or dispute before any courts, arbitrators or governmental authority;

(9)            contracts

or arrangements to sell or buy advertising between the Parent and/or its Subsidiaries and any of its Affiliates entered into in the ordinary

course of business;

(10)          payments

to an Affiliate in respect of the Notes or any other Indebtedness of the Parent or any Restricted Subsidiary on the same basis as concurrent

payments made or offered to be made in respect thereof to non-Affiliates;

(11)          any

merger, consolidation or reorganization of the Parent with an Affiliate thereof solely for the purpose of (A) forming or collapsing

a holding company structure or (B) reincorporating the Parent in a new jurisdiction;

(12)          (A) transactions

with customers, clients, suppliers, joint venture partners, or purchasers or sellers of goods or services, (B) transactions with

joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice or industry

norm or (C) any management services or support agreement, in each case in the ordinary course of business and otherwise in compliance

with the terms of this Indenture that are fair to the Parent or any of its Restricted Subsidiaries, in the good faith determination of

the Board of Directors of the Parent or the disinterested senior management thereof, or are on terms at least as favorable as might reasonable

have been obtained at such time from an unaffiliated Person;

(13)          any

transaction which has been determined, in the opinion of an accounting, appraisal or investment banking firm of national standing, to

be fair, from a financial point of view, to the Parent or the applicable Restricted Subsidiary or stating that the terms are not materially

less favorable to the Parent or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction

by the Parent or such Restricted Subsidiary with an unrelated Person;

(14)          transactions

entered into in good faith with any of the Parent’s or a Restricted Subsidiary’s Affiliates which provide for shared services

and/or facilities arrangements and which provide cost savings and/or other operational efficiencies to the Parent and its Restricted Subsidiaries,

taken as a whole, and payments related thereto;

(15)          transactions

pursuant to any contract or agreement with the Parent or any of its Restricted Subsidiaries in effect on the date of this Indenture, as

the same may be amended, modified or replaced from time to time so long as any such amendment, modification or replacement in not more

disadvantageous to the Holders in any material respect than the terms contained in such contract or agreement in effect on the date of

this Indenture;

(16)          provision

by an Affiliate of commercial banking or lending services or other similar services on terms that are no less favorable to the Parent

or the relevant Restricted Subsidiary than those that would have been obtained by an unaffiliated party;

(17)          the

pledge of Capital Stock of an Unrestricted Subsidiary or joint venture to secure Indebtedness of that Person;

(18)          issuances

of Equity Interests of the Parent not constituting a Change of Control;

(19)          the

formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary

course of business or other transactions undertaken for the purpose of the consolidated tax efficiency of the Parent and its Subsidiaries

and not for the purposes of circumventing any covenants set forth in the indenture; provided that the Board of Directors determines

in good faith that the formation and maintenance of such group or subgroup is in the best interests of the Parent, and will not result

in the Parent and the Restricted Subsidiaries paying taxes in excess of the tax liability that would have been payable by them on a stand-alone

basis;

(20)          transactions

permitted by, and complying with, the provisions of Sections 5.01 and 10.04(a); and

(21)          sales

of accounts receivable, or participations therein, or any related transaction, in connection with any Permitted Receivables Financing.

Section 4.12.          Liens.

The Parent will not, and will

not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur or assume any Lien of any kind securing Indebtedness,

Attributable Debt or trade payables on any asset now owned or hereafter acquired, except Permitted Liens, unless all payments due under

this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations

are no longer secured by a Lien (or, if such Lien secures Indebtedness or Attributable Debt that is subordinate in right of payment to

the Notes or any Note Guarantee, the Notes or such Note Guarantee are secured on a senior basis to the obligations so secured until such

time as such obligations are no longer secured by a Lien).

For purposes of determining

compliance with this Section 4.12, (A) 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” but may be permitted

in part under any combination thereof and (B) 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,” the Company may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing

such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 4.12.

With respect to any Lien securing

Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be

permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean

any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization

of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms or in the form of common

stock of the Parent, the payment of dividends on preferred stock in the form of additional shares of preferred stock of the same class,

accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result

of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness.

Section 4.13.          Business Activities.

The Parent will not, and will

not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would

not be material to the Parent and its Restricted Subsidiaries taken as a whole.

Section 4.14.          Corporate Existence.

Subject to Article 5

hereof, the Parent and the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1)            its

corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective

organizational documents (as the same may be amended from time to time) of the Parent or any such Subsidiary; and

(2)            the

rights (charter and statutory), licenses and franchises of the Parent and its Subsidiaries; provided, however, that the Company

and the Parent shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence

of any of its Subsidiaries, if the Board of Directors of the Parent shall determine that the preservation thereof is no longer desirable

in the conduct of the business of the Parent and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material

respect to the Holders of the Notes.

Section 4.15.          Repurchase at

the Option of Holders.

(a)            Upon

the occurrence of a Change of Control, the Company will make an offer (a “Change of Control Offer”) to each Holder,

unless the Company has previously or concurrently mailed or sent a redemption notice with respect to all of the outstanding Notes pursuant

to Section 3.07 hereof, to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that

Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and

unpaid interest, if any, on the Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders of Notes

on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”).

Within 30 days following any Change of Control, unless the Company has previously or concurrently mailed or sent a redemption notice with

respect to all of the outstanding Notes pursuant to Section 3.07 hereof, the Company will cause to be mailed, by first class mail

(or otherwise cause to be transmitted in accordance with the Applicable Procedures), a notice to each Holder describing the transaction

or transactions that constitute the Change of Control and stating:

(1)            that

the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;

(2)            the

purchase price and the purchase date, which shall be no earlier than 10 days and no later than 60 days from the date such notice is mailed,

except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below (in which case the

expected repurchase date will be stated and may be based on a date relative to the closing of the transaction that is expected to result

in the Change of Control and which may be tolled until the closing of such transaction) (the “Change of Control Payment Date”);

(3)            that

any Note not tendered will 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 will cease to accrue interest after the Change of Control Payment Date;

(5)            that

Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form

entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the

Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control

Payment Date;

(6)            that

Holders will be entitled to withdraw their 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, a 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 his election to have the 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 in principal amount or an integral multiple of $1,000 in excess

thereof

The Company will comply with

the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those

laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that

the provisions of any securities laws or regulations conflict with this Section 4.15, the Company will comply with the applicable

securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such

compliance.

(b)            On

the Change of Control Payment Date, the Company will, to the extent lawful:

(1)            accept

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

(2)            deposit

with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered;

and

(3)            deliver

or cause to be delivered to the Trustee for cancellation the Notes properly accepted together with an Officers’ Certificate stating

the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee

will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to

any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer

on or as soon as practicable after the Change of Control Payment Date.

(d)            Notwithstanding

anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of

Control if (1) a third party (including an affiliate of the Company) makes the Change of Control Offer in the manner, at the times

and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not

withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof 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 4.16.          Limitation on

Sale and Leaseback Transactions.

The Parent will not, and will

not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Parent or any

Restricted Subsidiary may enter into a sale and leaseback transaction if:

(1)            the

Parent or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable

Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and

(b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof;

(2)            the

gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value, as determined in good faith by

the Board of Directors of the Parent and set forth in an Officers’ Certificate delivered to the Trustee, of the property that is

the subject of that sale and leaseback transaction; and

(3)            the

transfer of assets in that sale and leaseback transaction is permitted by, and the Parent applies the proceeds of such transaction in

compliance with Section 4.10 hereof.

Section 4.17.          Payments for

Consent.

The Parent will not, and will

not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit

of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture

or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend

in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Notwithstanding the foregoing, any payment of

consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Notes

or the Note Guarantees in connection with an exchange offer, the Parent and any of its Restricted Subsidiaries may exclude (i) any

Holder or Beneficial Owner that is not a QIB or an Institutional Accredited Investor, (ii) any Non-U.S. Person, (iii) any Holder

or Beneficial Owner of Notes in any jurisdiction (other than the United States) where the inclusion of such Holders or Beneficial Owners

would require the Parent or any such Restricted Subsidiary to comply with the registration requirements or other similar requirements

under any securities laws of such jurisdiction or the solicitation of such consent, waiver or amendment from, or the granting of such

consent or waiver, or the approval of such amendment by, Holders or Beneficial Owners in such jurisdiction would be unlawful, in each

case as determined by the Parent, in its sole discretion.

Section 4.18.          Additional Note

Guarantees.

If the Parent or any of its

Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of this Indenture and such Domestic Subsidiary

becomes a guarantor of the Company’s obligations under the Credit Agreement, then that newly acquired or created Domestic Subsidiary

will become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 30 Business

Days of the date on which it first became a guarantor under the Credit Agreement to the effect that such supplemental indenture has been

duly authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary,

enforceable in accordance with its terms (subject to customary exceptions). The form of such supplemental indenture is attached as Exhibit E

hereto.

Section 4.19.          Designation

of Restricted and Unrestricted Subsidiaries.

The Board of Directors of

the Parent may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary or Person that becomes a Subsidiary

through merger or consolidation or Investment therein but excluding the Company) to be an Unrestricted Subsidiary if that designation

would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of

all outstanding Investments owned by the Parent and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed

to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07(a) hereof

or under one or more clauses of the definition of Permitted Investments, as determined by the Parent. That designation will only be permitted

if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

The Board of Directors of the Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would

not cause a Default.

Any designation of a Subsidiary

of the Parent as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution

of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied

with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to

meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes

of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Parent as of

such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Parent will be

in default of such covenant. The Board of Directors of Parent may at any time designate any Unrestricted Subsidiary to be a Restricted

Subsidiary of the Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary

of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such

Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at

the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Section 4.20.          Suspension of

Certain Covenants.

(a)           If

at any time after the Issue Date (i) the Notes have an Investment Grade Rating from both of the Rating Agencies and (ii) no

Default has occurred and is continuing under this Indenture, then the Parent and its Restricted Subsidiaries shall not be subject to Section 4.07,

Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.19, or clause (4) of Section 5.01

hereof (the “Suspended Covenants”).

(b)           During

any such period in which the Suspended Covenants are suspended (a “Suspension Period”), the Parent shall not be permitted

to designate any Restricted Subsidiary as an Unrestricted Subsidiary unless the Parent would have been permitted to designate such Subsidiary

as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period and such designation shall be deemed to have

created a Restricted Payment, as set forth in Section 4.07 hereof, following the Reversion Date.

the event that the Parent and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result

of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of Section 4.20(a) hereof

is no longer satisfied, then the Parent and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with

respect to future events.

(d)           During

the Suspension Period, the Parent and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under Section 4.12

hereof (including, without limitation, Permitted Liens to the extent provided for in Section 4.12 hereof), and any Permitted Liens

which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenants continued to be

applicable during the Suspension Period (but solely for purposes of Section 4.12 hereof and for no other covenant).

(e)           On

each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Existing

Indebtedness incurred pursuant to clause (2) of Section 4.09(b) hereof. For purposes of calculating the amount available

to be made as Restricted Payments under Section 4.07(a)(iii) hereof, calculations under such paragraph shall be made as though

such Section 4.07 had been in effect during the entire period of time after the Issue Date (including the Suspension Period), except

that no Default will be deemed to have occurred solely by reason of a Restricted Payment made during the Suspension Period. Restricted

Payments made during the Suspension Period not otherwise permitted under Section 4.07(b) hereof will not reduce the amount available

to be made as Restricted Payments under Section 4.07(a)(iii) hereof. For purposes of Section 4.10, on the Reversion Date,

the amount of Excess Proceeds not applied in accordance with such covenant will be reset to zero.

(f)            Notwithstanding

that the Suspended Covenants may be reinstated, no Default will be deemed to have occurred as a result of a failure to comply with the

Suspended Covenants during any Suspension Period or upon the Reversion Date or after that time solely based upon events that occurred

during the Suspension Period.

Article 5

SUCCESSORS

Section 5.01.          Merger, Consolidation

or Sale of Assets.

(a)            The

Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the

surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties

or assets of the Company and its Guarantors taken as a whole, in one or more related transactions, to another Person, unless:

(1)            either:

(A)            the

Company is the surviving corporation; or

(B)             the

Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer,

conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the

United States or the District of Columbia (including a limited liability company or partnership organized or existing under the laws of

the United States, any state of the United States or the District of Columbia); and, if such entity is not a corporation, a co-obligor

of the Notes is a corporation organized or existing under any such laws;

(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, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and this Indenture;

(3)            immediately

after such transaction, no Default or Event of Default exists; and

(4)            the

Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment,

transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto

and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (i) be

permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof;

or (ii) have had a Fixed Charge Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for the Company for such four-quarter

period.

In addition, the Company will not, directly or

indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one

or more related transactions, to any other Person.

(b)            This

Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among

the Parent and its Restricted Subsidiaries. Clauses (3) and (4) of this Section 5.01 will not apply to (1) any merger

or consolidation of the Company with or into the Parent or one of its Restricted Subsidiaries for any purpose or (2) any consolidation,

amalgamation or merger of the Company into or the sale, assignment, transfer, lease, conveyance or other disposition of all or part of

the properties and assets of the Company to, any Guarantor, (3) the conversion of the Company or any Restricted Subsidiary into a

corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United States,

any state thereof or the District of Columbia, or (4) with or into an Affiliate solely for the purpose of reincorporating the Company

in another jurisdiction. In addition, the Company or any Restricted Subsidiary may change its name.

Section 5.02.          Successor Corporation

Substituted.

Upon any consolidation or

merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets

of the Company or the Parent in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof,

the successor Person formed by such consolidation or into or with which the Company or the Parent (as applicable) is merged or to which

such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from

and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of

this Indenture referring to the “Company” or the “Parent” (as applicable) shall refer instead to the successor

Person and not to the Company or the Parent), and may exercise every right and power of the Company or the Parent (as applicable) under

this Indenture with the same effect as if such successor Person had been named as the Company or the Parent (as applicable) herein; provided,

however, that the predecessor Company shall not be relieved from the obligation to pay the principal of, premium on, if any, and interest

on, the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies

with the provisions of, Section 5.01 hereof.

Article 6

DEFAULTS AND REMEDIES

Section 6.01.          Events of Default.

(a)            Each

of the following is an “Event of Default”:

(1)            default

for 30 days in the payment when due of interest on the Notes;

(2)            default

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

(3)            failure

by the Parent or any of its Restricted Subsidiaries to comply with the provisions of Section 4.10 or 4.15 hereof;

(4)            failure

by the Parent or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least

25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in

this Indenture;

(5)           default

under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness

for money borrowed by the Parent or any Significant Subsidiary (or the payment of which is guaranteed by the Parent or any Significant

Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if that default:

(A)            is

caused by a failure to pay principal of, premium on, if any, or interest if any, on such Indebtedness prior to the expiration of the grace

period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(B)             results

in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in each case, the principal amount

of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default

or the Stated Maturity of which has been so accelerated, aggregates $100.0 million or more;

(6)            failure

by the Parent or any Significant Subsidiary to pay final judgments entered by a court or courts of competent jurisdiction aggregating

in excess of $100.0 million (not covered by independent third-party insurance as to which liability has not been denied by such insurance

carrier), which judgments are not paid, bonded, discharged, stayed, annulled or rescinded for a period of 60 days;

(7)            except

as permitted by this Indenture, any Note Guarantee of the Parent or a Significant Subsidiary is held in any judicial proceeding to be

unenforceable or invalid or ceases for any reason to be in full force and effect (other than in accordance with the terms of such Note

Guarantee), or the Parent, or any Guarantor which is a Significant Subsidiary, or any Person acting on behalf of any Guarantor, denies

or disaffirms its obligations under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance

with the terms of this Indenture and the Note Guarantee); and

(8)            the

Parent or any Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(A)            commences

a voluntary case,

(B)             consents

to the entry of an order for relief against it in an involuntary case,

to the appointment of a custodian of it or for all or substantially all of its property,

(D)             makes

a general assignment for the benefit of its creditors, or

(E)             generally

is not paying its debts as they become due;

(9)            a

court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)            is

for relief against the Parent or any Significant Subsidiary in an involuntary case;

(B)             appoints

a custodian of the Parent or any Significant Subsidiary or for all or substantially all of the property of the Parent or any Significant

Subsidiary; or

the liquidation of the Parent or any Significant Subsidiary; or

and the order or decree remains unstayed

and in effect for 60 consecutive days.

(b)           In

the event of any Event of Default specified in clause (a)(5) above, such Event of Default and all consequences thereof (excluding

any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically

and without any action by the Trustee or the Holders of Notes, if within 90 days after such Event of Default arose, the Company delivers

an Officers’ Certificate to the Trustee stating that:

(1)            (A) the

Indebtedness or guarantee that is the basis for such Event of Default has been discharged or (B) holders thereof have rescinded or

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

(2)            the

annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and

(3)            all

existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration

of the Notes, have been cured or waived.

Section 6.02.          Acceleration.

In the case of an Event of

Default specified in clause (a)(8) or (a)(9) of Section 6.01 hereof with respect to the Company, all outstanding Notes

will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the

Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due

and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately.

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 of the Holders of all

the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences, 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.

Any notice of Default, notice

of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (or refrain

from taking any action) (a “Noteholder Direction”) provided by any one or more holders of the notes (each a “Directing

Holder”) must be accompanied by a written representation from each such holder delivered to the Company and the Trustee that

such holder is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners

that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction

relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured

or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder

Direction, to covenant to provide the Company (with a copy to the Trustee) with such other information as the Company may reasonably request

from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request

therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee (after delivery to the

trustee of appropriate confirmation of beneficial ownership satisfactory to the trustee), any Position Representation or Verification

Covenant required hereunder shall be provided by the beneficial owner of the notes in lieu of DTC or its nominee and DTC shall be entitled

to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the trustee. The Trustee

shall have no duty whatsoever to provide this information to the Company or to obtain this information for the Company.

If, following the delivery

of a Noteholder Direction, but prior to acceleration of the notes, the Company determines in good faith that there is a reasonable basis

to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an officers’

certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing

Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default, Event of Default or acceleration

(or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically

stayed and the cure period with respect to such Default or Event of Default shall be automatically reinstituted and any remedy stayed

pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a

Noteholder Direction, but prior to acceleration of the notes, the Company provides to the Trustee an officers’ certificate stating

that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically

stayed and the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall

be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation

shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of

such holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient

to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity or security

such holder may have offered the Trustee), with the effect that such Default or Event of Default shall be deemed never to have occurred,

acceleration voided and the trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event

of Default.

Notwithstanding anything

in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of

Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs.

For the avoidance of doubt,

the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with the indenture, shall

have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant,

verify any statements in any officers’ certificate delivered to it, or otherwise make calculations, investigations or determinations

with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee

shall have no liability to the Parent, any holder or any other Person in acting in good faith on a Noteholder Direction.

Section 6.03.          Other Remedies.

If an Event of Default occurs

and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium on, if any, or interest

on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a

proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the

Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy

or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

The Trustee shall have the

right in an Event of Default to file a proof of claim on behalf of the Noteholders as creditors in a bankruptcy.

Section 6.04.          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 the Holders of all of the

Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in

the payment of principal of, premium on, if any, or interest on, the Notes (including in connection with an offer to purchase); provided,

however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and

its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall

cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but

no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05.          Control by Majority.

Holders of a majority in aggregate

principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy

available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that

conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or

that may involve the Trustee in personal liability.

Section 6.06.          Limitation on

Suits.

No Holder of a Note may pursue

any remedy with respect to this Indenture or the Notes unless:

(1)            such

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

(2)            Holders

of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(3)            such

Holder or Holders offer and, if requested, provide to the Trustee security or indemnity reasonably satisfactory to the Trustee against

any loss, liability or expense;

(4)            the

Trustee does not comply with such request within 60 days after receipt of the request and the offer of security or indemnity; and

(5)            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 request.

A Holder of a Note may not

use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a

Note.

Section 6.07.          Rights of Holders

of Notes to Receive Payment.

Notwithstanding any other

provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium on, if any, or interest on

the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring

suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent

of such Holder.

Section 6.08.          Collection Suit

by Trustee.

If an Event of Default specified

in ‎Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own

name and as trustee of an express trust against the Company for the whole amount of principal of, premium on, if any, and interest remaining

unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient

to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee,

its agents and counsel.

Section 6.09.          Trustee May File

Proofs of Claim.

The Trustee is authorized

to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee

(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and

the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors

or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable

on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the

Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee

any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and

any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements

and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate

in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any

and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding

whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize

the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment

or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder

in any such proceeding.

Section 6.10.          Priorities.

If the Trustee collects any

money pursuant to this Article 6, it shall pay out the money in the following order:

First:               to

the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses

and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:          to

Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority

of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

Third:             to

the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record

date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11.          Undertaking

for Costs.

In any suit for the enforcement

of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court

in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court

in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in

the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11

does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more

than 10% in aggregate principal amount of the then outstanding Notes.

Article 7

TRUSTEE

Section 7.01.          Duties of Trustee.

(a)            If

an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture,

and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct

of such person’s own affairs. Such standard of care is not considered a fiduciary standard nor shall the Trustee be considered a

fiduciary in performance of its duties.

(b)            Except

during the continuance of an Event of Default:

(1)            the

duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties

that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture

against the Trustee; and

(2)            in

the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the

opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.

However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

Trustee may not be relieved from liabilities for its own grossly negligent action, its own grossly negligent failure to act, or its own

willful misconduct, except that:

(1)            this

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

(2)            the

Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee

was grossly negligent in ascertaining the pertinent facts; and

(3)            the

Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received

by it pursuant to Section 6.05 hereof.

(d)           Whether

or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs

(a), (b), and (c) of this Section 7.01.

(e)           No

provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under

no obligation to exercise any of its rights or powers under this Indenture at the request of any Holders, unless such Holder has offered

to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f)            The

Trustee will 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.

Section 7.02.          Rights of Trustee.

(a)            The

Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person.

The Trustee need not investigate any fact or matter stated in the document.

(b)           Before

the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee

will 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. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel will be

full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good

faith and in reliance thereon.

Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with

due care.

(d)           The

Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights

or powers conferred upon it by this Indenture.

(e)            Unless

otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed

by an Officer of the Company.

(f)            The

Trustee will 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 have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against

the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(g)           In

no event shall the Trustee be liable for any consequential, special, indirect or punitive damages.

Section 7.03.          Individual Rights

of Trustee.

The Trustee in its individual

or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company

with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it

must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified

under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11

hereof.

Section 7.04.          Trustee’s

Disclaimer.

The Trustee will not be responsible

for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s

use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this

Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and

it will not be responsible for any statement or recital herein or any statement in the Notes, Offering Memorandum or any other document

in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05.          Notice of Defaults.

If a Default or Event of Default

occurs and is continuing and if it is actually known to the Trustee, the Trustee will mail to Holders of Notes a notice of the Default

or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium

on, if any, or interest on, any Note, 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 the Holders of the Notes. The Trustee is not deemed to have knowledge of any Event of Default, except

payment-related default, unless specifically notified in writing as provided in Section 12.02 and in the absence of any such notice,

the Trustee may conclusively assume that no such Default or Event of Default exists.

Section 7.06.          [Reserved].

Section 7.07.          Compensation

and Indemnity.

(a)            The

Company will pay to the Trustee from time to time such compensation as shall be agreed in writing with the Company for its acceptance

of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee

of an express trust. The Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses

incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements

and expenses of the Trustee’s agents and counsel.

(b)            The

Company and the Guarantors will jointly and severally indemnify the Trustee against any and all losses, liabilities or expenses incurred

by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and

expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against

any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise

or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable

to its gross negligence or willful misconduct. The Trustee will notify the Company promptly of any claim for which it may seek indemnity.

Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder.

The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel

and the Company will pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantor need pay for any settlement

made without its consent, which consent will not be unreasonably withheld.

obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture.

(d)            To

secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will 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 of, premium on, if

any, or interest on, particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture.

(e)            When

the Trustee incurs expenses or renders services after an Event of Default specified in clause (a)(8) or (a)(9) of Section 6.01

hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended

to constitute expenses of administration under any Bankruptcy Law.

Section 7.08.          Replacement

of Trustee.

(a)            A

resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s

acceptance of appointment as provided in this Section 7.08.

(b)            The

Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of

a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company

in writing. The Company may remove the Trustee if:

(1)            the

Trustee fails to comply with Section 7.10 hereof;

(2)            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;

(3)            a

custodian or public officer takes charge of the Trustee or its property; or

(4)            the

Trustee becomes incapable of acting.

the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a

successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount

of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

(d)            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 aggregate principal amount of the then outstanding Notes may, at the expense of the Company, petition

any court of competent jurisdiction for the appointment of a successor Trustee.

(e)            If

the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10

hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor

Trustee.

(f)            A

successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation

or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the

Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly

transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been

paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08,

the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

Section 7.09.          Successor

Trustee by Merger, etc.

If the Trustee consolidates,

merges or converts into, or transfers all or substantially all of its corporate trust business to another corporation, national association

or trust company, the successor corporation, national association or trust company without any further act will be the successor Trustee.

Section 7.10.          Eligibility;

Disqualification.

There will at all times be

a Trustee hereunder that is a corporation 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, that is subject to supervision or examination by federal

or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published

annual report of condition.

Section 7.11.          [Reserved].

Article 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.          Option

to Effect Legal Defeasance or Covenant Defeasance.

The Company may at any time,

at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02

or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02.          Legal

Defeasance and Discharge.

Upon the Company’s

exercise under Section 8.01 hereof of the option applicable to this 0 Section 8.02, the Company and each of the Guarantors

will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their

obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied

(hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will

be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which

will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of

this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes,

the Note Guarantees and this Indenture (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 will survive until otherwise terminated or discharged hereunder:

(1)            the

rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, interest on, such Notes

when such payments are due from the trust referred to in Section 8.04 hereof;

(2)            the

Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;

(3)            the

rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations

in connection therewith; and

(4)            this

Article 8.

Subject to compliance with

this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option

under Section 8.03 hereof.

Section 8.03.          Covenant

Defeasance.

Upon the Company’s

exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors will,

subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under

the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof and clause (4) of

Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof

are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will 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 will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that

such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to

the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will 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 will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified

above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s

exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions

set forth in Section 8.04 hereof, Sections 6.01(3), (4), (5), (6) and (7) hereof will not constitute Events of Default.

Section 8.04.          Conditions

to Legal or Covenant Defeasance.

In order to exercise either

Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1)            the

Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government

Securities, or a combination thereof, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal

firm or firm of independent public accountants, to pay the principal of, premium on, if any, and interest on the outstanding Notes on

the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the

Notes are being defeased to such stated date for payment or to a particular redemption date;

(2)            in

the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable

to the Trustee confirming that:

(A)            the

Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

(B)            since

the date of this Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and

based thereon such Opinion of Counsel shall confirm that, the beneficial owners of the outstanding Notes will not recognize income, gain

or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts,

in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)            in

the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable

to the Trustee confirming that the beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income

tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner

and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)            no

Default or Event of Default shall have occurred and is continuing on the date of such deposit (other than a Default or Event of Default

resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness),

and the granting of Liens to secure such borrowings);

(5)            such

Legal Defeasance or Covenant Defeasance will 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 the Guarantors is a party or by which the Company or any of the Guarantors is bound;

(6)            the

Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent

of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding

any creditors of the Company or others; and

(7)            the

Company must deliver 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 8.05.          Deposited

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

Subject to Section 8.06

hereof, 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 8.05, the “Trustee”) pursuant to Section 8.04 hereof

in respect of the outstanding Notes will 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 will 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 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee

or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything

in this Article 8 to the contrary, the Trustee will 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 8.04 hereof 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 8.04(1) hereof), are in excess of the amount thereof that would then be required to be

deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06.          Repayment

to 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 on, if any, or interest

on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall

be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note

will thereafter be permitted to 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, will thereupon cease.

Section 8.07.          Reinstatement.

If the Trustee or Paying

Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof,

as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting

such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees

will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the

Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;

provided, however, that, if the Company makes any payment of principal of, premium on, if any, or interest on, any Note following

the reinstatement of its obligations, the Company will 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 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.          Without

Consent of Holders of Notes.

Notwithstanding Section 9.02

of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this

Indenture, the Notes or the Note Guarantees:

(1)            to

cure any ambiguity, defect or inconsistency;

(2)            to

provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)            to

provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees

by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;

(4)            to

make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the

legal rights hereunder of any Holder;

(5)            to

comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(6)            to

conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” section

of the Offering Memorandum to the extent that such provision in that “Description of Notes” was intended to be a verbatim

recitation of a provision of this Indenture, the Notes or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate

to that effect;

(7)            to

evidence and provide for the acceptance and appointment of a successor trustee under this Indenture pursuant to the requirements hereof;

(8)            to

provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;

(9)            to

allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes and to release any Guarantor

from its Note Guarantee in accordance with the terms of this Indenture;

(10)          to

convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with Section 4.12;

(11)          to

make any amendment to the provisions of this Indenture relating to the form, authentication, transfer and legending of Notes; provided,

however, that:

(A)            compliance

with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable

securities law; and

(B)            such

amendment does not materially affect the rights of Holders to transfer Notes; or

(12)            to

make any change that does not adversely affect the rights of any Holder in any material respect.

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 7.02 hereof, the Trustee will join with the Company and the Guarantors

in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further

appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended

or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02.          With

Consent of Holders of Notes.

Except as provided below

in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09,

4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal

amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without

limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections

6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal

of, premium on, 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 or the Note Guarantees may be waived with the consent of the Holders of

a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting

as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase

of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this

Section 9.02.

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 satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt

by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the

execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s

own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be

obligated to, enter into such amended or supplemental Indenture.

It is not necessary for the

consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or

waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement

or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly

describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however,

in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof,

the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in

a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent

of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a

non-consenting Holder):

(1)            reduce

the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2)            reduce

the principal of or change the fixed maturity of any Note, reduce the amount payable upon the redemption of any Note, or change the times

at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed (other

than a conditional notice of redemption as provided under Section 3.04 with respect to Sections 3.07, 3.09, 4.10 and 4.15 hereof);

(3)            reduce

the rate of or change the time for payment of interest, including default interest, on any Note;

(4)            waive

a Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes (except a rescission of acceleration

of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment

default that resulted from such acceleration);

(5)            make

any Note payable in money other than that stated in the Notes;

(6)            make

any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments

of principal of, premium on, if any, or interest on, the Notes;

(7)            waive

a redemption payment with respect to any Note (other than a payment required by Section 3.09, 4.10 or 4.15 hereof);

(8)            release

any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;

(9)            impair

the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated

Maturity thereof, or to institute suit for the enforcement of any such payment; or

(10)          make

any change in the preceding amendment and waiver provisions.

Section 9.03.          [Reserved]

Section 9.04.          Revocation

and Effect of Consents.

Until an amendment, supplement

or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent

Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent

is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the

Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement

or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05.          Notation

on or Exchange of Notes.

The Trustee may place an

appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes

may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement

or waiver.

Failure to make the appropriate

notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06.          Trustee

to Sign Amendments, etc.

The Trustee will sign any

amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect

the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until the

Board of Directors of the Company approves it. In executing any amended or supplemental indenture, the Trustee shall receive and (subject

to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof,

an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized

or permitted by this Indenture.

Article 10

NOTE GUARANTEES

Section 10.01.          Guarantee.

(a)            Subject

to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated

and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this

Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

(1)            the

principal of, premium, if any, on, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration,

redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on, the Notes, if lawful, and all

other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all

in accordance with the terms hereof and thereof; and

(2)            in

case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in

full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due

of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated

to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b)           The

Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability

of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with

respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any

other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives

diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any

right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee

will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator

or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such

Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d)           Each

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 Guarantor further agrees that, as between the Guarantors, on

the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated

as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition

preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration

of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due

and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any

non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Section 10.02.        Limitation

on Guarantor Liability.

(a)           Each

Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee

of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance

Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate

the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor

will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities

of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution

from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10,

result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

(b)           To

the extent required by the Texas Pawnshop Act, the obligations under a Note Guarantee of any Guarantor subject to such provision of the

Texas Pawnshop Act will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent

and fixed liabilities of such Guarantor that are relevant under such provision of the Texas Pawnshop Act, and after giving effect to

any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations

of such other Guarantor, result in the obligations of such Guarantor under its Note Guarantee not resulting in a violation of the requirement

to maintain a minimum of net assets that are used or readily available for use in the business of such Guarantor pursuant to the Texas

Pawnshop Act.

Section 10.03.        Execution

and Delivery of Note Guarantee.

To evidence its Note Guarantee

set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of

Exhibit E hereto) shall be executed by an Officer on behalf of such Guarantor.

Each Guarantor hereby agrees

that its Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding the absence of the

endorsement of any notation of such Note Guarantee on the Notes.

If an Officer whose signature

is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates a Note, the Note Guarantee

with respect thereto will be valid nevertheless.

The delivery of any Note

by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture

on behalf of the Guarantors.

In the event that any Restricted

Subsidiary is required by Section 4.17 hereof to guarantee the Notes, the Company will cause such Restricted Subsidiary to comply

with the provisions of Section 4.17 hereof and this Article 10.

Section 10.04.        Guarantors

May Consolidate, etc., on Certain Terms.

(a)           The

Parent will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Parent is the

surviving corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties

or assets of the Parent, the Company and the Subsidiary Guarantors taken as a whole, in one or more related transactions, to another

Person, unless:

(1)            either:

(a) the Parent is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if

other than the Parent) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized

or existing under the laws of the United States, any state of the United States or the District of Columbia (including a limited liability

company or partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia);

(2)            the

Person formed by or surviving any such consolidation or merger (if other than the Parent) or the Person to which such sale, assignment,

transfer, conveyance or other disposition has been made assumes all the obligations of the Parent under its Note Guarantee and the Indenture;

(3)            immediately

after such transaction, no Default or Event of Default exists; and

(4)            the

Parent or the Person formed by or surviving any such consolidation or merger (if other than the Parent), or to which such sale, assignment,

transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto

and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period (i) be

permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or

(ii) have had a Fixed Charge Coverage Ratio greater than the actual Fixed Charge Coverage Ratio for the Parent for such four-quarter

period.

(b)           In

addition, the Parent will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted

Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

10.04(a) and (b) will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between

or among the Parent and its Restricted Subsidiaries. Clauses (3) and (4) of Section 10.04(a) will not apply to (1) any

merger or consolidation of the Parent with or into one of its Restricted Subsidiaries for any purpose or (2) any consolidation,

amalgamation or merger of the Parent into or the sale, assignment, transfer, lease, conveyance or other disposition of all or part of

the properties and assets of the Parent to, any Guarantor, (3) the conversion of the Parent or any Restricted Subsidiary into a

corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United

States, any state thereof or the District of Columbia, or (4) with or into an Affiliate solely for the purpose of reincorporating

the Parent in another jurisdiction. In addition, the Parent or any Restricted Subsidiary may change its name.

(d)           Except

as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all

of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other

than the Company or another Guarantor, unless:

(1)            immediately

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

(2)            either:

(A)           subject

to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving

any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under its Note Guarantee, and this Indenture

on the terms set forth herein or therein, pursuant to a supplemental indenture in the form of Exhibit E; or

(B)            such

sale or other disposition does not violate Section 4.10 hereof, and the Net Proceeds of such sale or other disposition are applied

in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof.

(e)           In

case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture,

executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee and the due and punctual performance

of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and

be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.

Except as set forth in Articles

4 and 5 hereof, and notwithstanding clauses (2)(A) and (B) of Section 10.04(d), nothing contained in this Indenture or

in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Guarantor,

or will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the

Company or another Guarantor.

Section 10.05.        Releases.

(a)           The

Note Guarantee of a Guarantor will automatically and unconditionally be released and discharged:

(1)            with

respect to the Note Guarantee of a Subsidiary Guarantor, in connection with any dissolution of a Subsidiary Guarantor or a sale, exchange,

transfer, conveyance or other disposition of Capital Stock of that Subsidiary Guarantor by way of merger, amalgamation, consolidation,

dividend, distribution or otherwise or any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor

or its direct or indirect parent entity to a Person that is not (either before or after giving effect to such transaction) the Company

or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 and the Subsidiary Guarantor

ceases to be a Restricted Subsidiary of the Company as a result of the sale, exchange, transfer or other disposition;

(2)            upon

the release of a Guarantor’s Note Guarantee of the Company’s obligations under the Credit Agreement;

(3)            if

the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.19;

(4)            Upon

Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance

with Article 11 hereof;

(5)            as

described under Article 9;

(6)            upon

the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor or upon the liquidation of

such Guarantor, in each case, in compliance with the applicable provisions of the Indenture.

(b)           In

connection with any release specified above, the Trustee will, at the request and expense of the Company, execute any documents reasonably

necessary in order to evidence or effect such release, discharge and termination in respect of such Guarantee in accordance with these

provisions, subject to customary protections and indemnifications. Neither the Company nor any Guarantor will be required to make a notation

on the Note to reflect any such release, termination or discharge. Each of the releases and amendments set forth above shall be effected

by the Trustee without any consent of the holders or any other action or consent on the part of the Trustee.

Any Guarantor not released

from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal

of, premium on, if any, and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in

this Article 10.

Article 11

SATISFACTION AND DISCHARGE

Section 11.01.        Satisfaction

and Discharge.

This Indenture will be discharged

and will cease to be of further effect as to all Notes issued hereunder, when:

(1)            either:

(a) 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

(b) all Notes

that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption

(or delivering such notice of redemption in accordance with the procedures of DTC) or otherwise or will become due and payable within

one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust

solely for the benefit of the Holders, 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;

(2)            in

respect of subclause (b) of clause (1) of this Section 11.01, 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) and the deposit

will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor

is a party or by which the Company or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently

to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness,

and in each case the granting of Liens to secure such borrowings);

(3)            the

Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(4)            the

Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of

the Notes at maturity or on the redemption date, as the case may be.

In addition, the Company must deliver an Officers’

Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction

and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this

Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will

be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of

this Indenture.

Section 11.02.        Application

of Trust Money.

Subject to the provisions

of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied

by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent

(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal,

premium, if any, and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated

from other funds except to the extent required by law.

If the Trustee or Paying

Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding

or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,

the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though

no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any payment of principal

of, premium on, if any, or interest on, any Notes because of 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 or Government Securities held by the Trustee or Paying

Agent.

Article 12

MISCELLANEOUS

Section 12.01.        [Reserved]

Section 12.02.        Notices.

Any notice or communication

by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first class mail

(registered or certified, return receipt requested), email, facsimile transmission or overnight air courier guaranteeing next day delivery,

to the others’ address:

If to the Company and/or any Guarantor:

FirstCash, Inc.

1600 West 7th Street

Fort Worth, Texas 76102

Email: notifylegal@firstcash.com

Attention: R. Douglas Orr

With a copy to:

Alston & Bird LLP

2200 Ross Avenue, Suite 2300

Dallas, Texas 75214

Attention: Kate Moseley

If to the Trustee:

BOKF, NA

777 Main Street, Suite 3500

Fort Worth, TX 76102

Email: MBiere@bokf.com

Facsimile No.: (972) 581-8913

Attention: Corporate Department

The Company, any 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) will 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 transmitted by facsimile or

email; 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 will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing

next day delivery to its address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder or

any defect in it will 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 mails a notice

or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Section 12.03.        [Reserved].

Section 12.04.        Certificate

and Opinion as to Conditions Precedent.

Upon any request or application

by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1)            an

Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth

in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for

in this Indenture relating to the proposed action have been satisfied; and

(2)            an

Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05

hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 12.05.        Statements

Required in Certificate or Opinion.

Each certificate or opinion

with respect to compliance with a condition or covenant provided for in this Indenture must include:

(1)            a

statement that the Person making such certificate or opinion has read such covenant or condition;

(2)            a

brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such

certificate or opinion are based;

(3)            a

statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or

her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4)            a

statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 12.06.        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 12.07.        No

Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator,

stockholder, partner, member or manager (or any equivalent thereof) of the Company or any Guarantor, as such, will have any liability

for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on,

in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all

such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive

liabilities under the federal securities laws.

Section 12.08.        Governing

Law.

THE INTERNAL LAW OF THE STATE

OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE

PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09.        No

Adverse Interpretation of Other Agreements.

This Indenture may not be

used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture,

loan or debt agreement may not be used to interpret this Indenture.

Section 12.10.        Successors.

All agreements of the Company

in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All

agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof.

Section 12.11.        Severability.

In case any provision in

this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions

will not in any way be affected or impaired thereby.

Section 12.12.        Counterpart

Originals.

The parties may sign any

number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 12.13.        Table

of Contents, Headings, etc.

The Table of Contents, Cross-Reference

Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be

considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

100

Section 12.14.        Force

Majeure.

In no event shall the Trustee

be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly

or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism,

civil or military disturbances, pandemics, epidemics, recognized public emergencies, quarantine restrictions, executive orders, changes

in policies of federal or state governmental entities, changes to implementation, interpretation or enforcement of policy, unilateral

actions of elected officials, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications

or computer (software and hardware) services, and hacking, cyber-attacks, or other use or infiltration of the Trustee’s technological

infrastructure exceeding authorized access; it being understood that the Trustee shall use reasonable efforts that are consistent with

accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 12.15.        U.S.A.

Patriot Act.

The parties hereto acknowledge

that in accordance with Section 326 of the U.S.A. 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 request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot

Act.

[Signatures on following page]

101

SIGNATURES

Dated as of May 1, 2026

FirstCash Holdings, Inc.

/s/

Rick L. Wessel

Name:

Rick L. Wessel

Title:

Chief Executive Officer

FirstCash, Inc.

/s/

Rick L. Wessel

Name:

Rick L. Wessel

Title:

Chief Executive Officer

FCFS TN, Inc.

/s/

Rick L. Wessel

Name:

Rick L. Wessel

Title:

Chief Executive Officer

Cash America East, Inc.

/s/

Rick L. Wessel

Name:

Rick L. Wessel

Title:

Chief Executive Officer

Cash America Holding,

Inc.

/s/

Rick L. Wessel

Name:

Rick L. Wessel

Title:

Chief Executive Officer

Cash America, Inc.

/s/

Rick L. Wessel

Name:

Rick L. Wessel

Title:

Chief Executive Officer

[Signature Page to Indenture]

Cash America, Inc. of Illinois

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

Cash America, Inc. of Louisiana

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

Cash America, Inc. of North Carolina

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

Cash America Management L.P.

By: Cash America Holding, Inc., its general

partner

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

Cash America of Missouri, Inc.

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

[Signature

Page to Indenture]

Cash America Pawn L.P.

By: Cash America Holding, Inc., its general

partner

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

Cash America West, Inc.

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

Famous Pawn, Inc.

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

FCFS CO, Inc.

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

FCFS IN, Inc.

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

FCFS KY, Inc.

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

[Signature

Page to Indenture]

FCFS MO, Inc.

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

FCFS NC, Inc.

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

FCFS OK, Inc.

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

FCFS SC, Inc.

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

First Cash, Inc.

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

[Signature

Page to Indenture]

Frontier Merger Sub, LLC

By: FirstCash, Inc. (F/K/A First Cash

Financial Services, Inc.), its sole member

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

Georgia Cash America, Inc.

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

LTS, Incorporated

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

Pawn TX, Inc.

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

American First Finance, LLC

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

[Signature Page to Indenture]

SMART Financial Intermediate, LLC

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

SMART FINANCIAL INVESTORS, LLC

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

SMART FINANCIAL OPERATIONS, LLC

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

SMART Pawn and Jewelry of Texas,

LLC

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

SMART PAWN FIRST, LLC

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

SMART Pawn Dakotas, LLC

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

[Signature Page to Indenture]

SMART Pawn Oklahoma, LLC

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

SMART Pawn North Carolina, LLC

/s/

Rick L. Wessel

Name:

Rick

L. Wessel

Title:

Chief

Executive Officer

[Signature Page to Indenture]

BOKF,

By:

/s/

Rosalyn Davis

Name:

Rosalyn Davis

Title:

Vice President

[Signature Page to Indenture]

Exhibit A

[Face of Note]

CUSIP/CINS ____________

6.125% Senior Notes due 2034

No. ___

$____________

FIRSTCASH, INC.

promises to pay to [Cede & Co.][___________________________________]

or registered assigns,

the principal sum of __________________________________________________________

DOLLARS [, or such other amount as set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto,] on May 1,

2034.

Interest Payment Dates: May 1 and November 1

Record Dates: April 15 and October 15

FIRSTCASH, INC.

By:

Name:

Title:

This is one of the Notes referred to

in the within-mentioned Indenture:

Dated: _______________

BOKF, NA, as Trustee

By:

Authorized Signatory

A-1

[Back of Note]

6.125% Senior Notes due 2034

[Insert the Global Note Legend, if applicable

pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable

pursuant to the provisions of the Indenture]

[Insert the ERISA Legend pursuant to the provisions

of the Indenture]

Capitalized terms used herein

have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)            INTEREST.

FIRSTCASH, INC., a Delaware corporation (the “Company”), promises to pay or cause to be paid interest on the

principal amount of this Note at 6.125% per annum from May 1, 2026 until maturity. The Company will pay interest semi-annually in

arrears on May 1 and November 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day

(each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest

has been paid or, if no interest has been paid, from the date of issuance; provided that, if this Note is authenticated between

a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding

Interest Payment Date; provided further that the first Interest Payment Date shall be November 1, 2026. Notwithstanding the

foregoing, if an Interest Payment Date falls on a day that is not a Business Day, the related payment of interest will be made on the

next succeeding Business Day as if made on the date the payment was due, and no interest shall accrue for the intervening period. The

Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate

that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition

interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period),

at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(2)            METHOD

OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes

at the close of business on the April 15 and October 15 next preceding the Interest Payment Date, even if such Notes are canceled

after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect

to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Paying

Agent and Registrar within the City and State of New York, or, at the option of the Company, payment of interest may be made by check

mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately

available funds will be required with respect to principal of, premium on, if any, and interest on, all Global Notes and all other Notes

the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin

or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3)            PAYING

AGENT AND REGISTRAR. Initially, BOKF, NA, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change

the Paying Agent or Registrar without prior notice to the Holders of the Notes. The Company or any of its Subsidiaries may act as Paying

Agent or Registrar.

A-2

(4)            INDENTURE.

The Company issued the Notes under an Indenture dated as of May 1, 2026 (the “Indenture”) among the Company,

the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms,

and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the

express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations

of the Company. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

(5)            OPTIONAL

REDEMPTION.

(a)            Except

pursuant to the following paragraphs, the Notes will not be redeemable at the Company’s option prior to May 1, 2029.

(b)           At

any time prior to May 1, 2029, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of

Notes issued under the Indenture, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 106.125%

of the principal amount of the Notes redeemed, plus accrued and unpaid interest to, but not including, the date of redemption (subject

to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date), in an amount

not to exceed the net proceeds from an Equity Offering; provided that:

(1)            at

least 60% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Parent and its

Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2)            in

each case, the redemption occurs within 90 days after the closing of such Equity Offering.

any time prior to May 1, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than

10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable

Premium as of, and accrued and unpaid interest to, but not including, the date of redemption, subject to the rights of Holders on the

relevant record date to receive interest due on the relevant Interest Payment Date.

Notes may be redeemed pursuant to Section 4.15(e) of the Indenture.

(e)            On

or after May 1, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor

more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued

and unpaid interest on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month

period beginning on May 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive

interest on the relevant Interest Payment Date:

Year

Percentage

2029

103.063%

2030

101.531%

2031

and thereafter

100.000%

Unless the Company defaults

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

redemption date.

(6)           MANDATORY

REDEMPTION. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

A-3

(7)           REPURCHASE

AT THE OPTION OF HOLDER. Upon the occurrence of a Change of Control, the Company will be required to make a Change of Control Offer to

each Holder in accordance with Sections 3.09 and 4.15 of the Indenture. In connection with certain Asset Sales, the Company shall make

an Asset Sale Offer in accordance with Sections 3.09 and 4.10 of the Indenture.

Notwithstanding the foregoing,

in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders of not less than

90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer, the Company,

or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by

such holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, to

redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each Holder (excluding

any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid

interest, if any, thereon, to, but excluding, the date of such redemption.

(8)           DENOMINATIONS,

TRANSFER, EXCHANGE. The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The

transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require

a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay

any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note

or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company

need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during

the period between a record date and the next succeeding Interest Payment Date.

(9)           PERSONS

DEEMED OWNERS. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights

under the Indenture.

(10)          AMENDMENT,

SUPPLEMENT AND WAIVER. The Indenture, the Notes and the Note Guarantees may be amended or supplemented as provided in the Indenture.

(11)          DEFAULTS

AND REMEDIES. In case an Event of Default (as defined in the Indenture) arising from certain events of bankruptcy or insolvency occurs

with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other

Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding

Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided

in the Indenture.

(12)          GUARANTEES.

The Company’s obligations under the Notes and the Indenture are fully and unconditionally guaranteed, jointly and severally, by

the Guarantors from time to time party to the Indenture.

(13)          TRUSTEE

DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services

for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(14)          NO

RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator, stockholder, partner, member or manager (or any equivalent thereof)

of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes,

the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each

Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for

issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

A-4

(15)          AUTHENTICATION.

This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16)          ABBREVIATIONS.

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants

by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A

(= Uniform Gifts to Minors Act).

(17)          CUSIP

NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused

CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.

No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption,

and reliance may be placed only on the other identification numbers placed thereon.

(18)         GOVERNING

LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT

GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD

BE REQUIRED THEREBY.

The Company will furnish

to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

FirstCash, Inc.

1600 West 7th Street

Fort Worth, Texas 76102

Attention: R. Douglas Orr

A-5

ASSIGNMENT FORM

To assign this Note, fill

in the form below:

(I) or (we) assign and transfer this Note to:

(Insert

assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D.

no.)

(Print or type assignee’s name, address

and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company.

The agent may substitute another to act for him.

Date: _______________

Your Signature: _____________________________________

(Sign exactly as your name appears on the face

of this

Note)

Signature Guarantee*: _________________________

*            Participant

in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-6

Option of Holder to Elect Purchase

If you want to elect to have

this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

Section 4.10                                                                        ¨

Section 4.15

If you want to elect to have

only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount

you elect to have purchased:

$_______________

Date: _______________

Your Signature: _________________________________

(Sign exactly as your name appears on the face

of this Note)

Tax Identification No.:______________________________

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee

Medallion Program (or other signature guarantor acceptable to the Trustee).

A-7

Schedule

of Exchanges of Interests in the Global Note *

The following exchanges of

a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global

Note or Definitive Note for an interest in this Global Note, have been made:

Date

of Exchange

Amount of

decrease in

Principal Amount

of this Global

Note

Amount of

increase in

Principal Amount

of this Global

Note

Principal Amount

of this Global

Note following

such decrease (or

increase)

Signature of

authorized

signatory of

Trustee or

Custodian

* This schedule should be included only if

the Note is issued in global form.

A-8

Exhibit B

FORM OF CERTIFICATE OF TRANSFER

FirstCash, Inc.

1600 West 7th Street

Fort Worth, Texas 76102

BOKF, NA

777 Main Street, Suite 3500

Fort Worth, TX 76102

Re: 6.125% Senior Notes

due 2034

Reference is hereby made

to the Indenture, dated as of May 1, 2026 (the “Indenture”), among FirstCash, Inc., as issuer (the “Company”),

the Guarantors party thereto and BOKF, NA, as trustee. Capitalized terms used but not defined herein shall have the meanings given to

them in the Indenture.

___________________, (the

“Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in

the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________

(the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby

certifies that:

[CHECK ALL THAT APPLY]

1.            ¨

Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to

Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of

1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial

interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest

or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion,

and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction

meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state

of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial

interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the

144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2.            ¨

Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant

to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities

Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United

States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any

Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction

was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting

on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have

been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities

Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if

the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person

or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance

with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer

enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture

and the Securities Act.

B-1

3.            ¨

Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note

pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in

compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes

and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States,

and accordingly the Transferor hereby further certifies that (check one):

(a)            ¨

such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

(b)            ¨

such Transfer is being effected to the Company or a subsidiary thereof;

such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus

delivery requirements of the Securities Act;

(d)            ¨

such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements

of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies

that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies

with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the

requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form

of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the

Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation

of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be

subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted

Definitive Notes and in the Indenture and the Securities Act.

4.            ¨

Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a)            ¨

Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144

under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities

laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement

Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance

with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions

on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in

the Indenture.

B-2

(b)            ¨

Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903

or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable

blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and

the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed

Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject

to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive

Notes and in the Indenture.

Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption

from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with

the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and

(ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain

compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred

beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend

printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the

statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name

of Transferor]

By:

Name:

Title:

Dated: _______________________

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer

the following:

[CHECK ONE OF (a) OR (b)]

(a)           ¨             a

beneficial interest in the:

(i)              ¨            144A

Global Note (CUSIP _________), or

(ii)             ¨             Regulation

S Global Note (CUSIP _________), or

(iii)            ¨             IAI

Global Note (CUSIP _________); or

(b)          ¨              a

Restricted Definitive Note.

2. After the Transfer the Transferee will

hold:

[CHECK ONE]

(a)           ¨             a

beneficial interest in the:

(i)             ¨            144A

Global Note (CUSIP _________), or

(ii)            ¨            Regulation

S Global Note (CUSIP _________), or

(iii)           ¨             IAI

Global Note (CUSIP _________); or

(iv)           ¨             Unrestricted

Global Note (CUSIP _________); or

(b)          ¨              a

Restricted Definitive Note; or

Unrestricted Definitive Note,

in accordance with the terms

of the Indenture.

B-4

Exhibit C

FORM OF CERTIFICATE OF EXCHANGE

FirstCash, Inc.

1600 West 7th Street

Fort Worth, Texas 76102

BOKF, NA

777 Main Street, Suite 3500

Fort Worth, TX 76102

Re: 6.125% Senior Notes

due 2034

(CUSIP _____)

Reference is hereby made

to the Indenture, dated as of May 1, 2026 (the “Indenture”), among FirstCash, Inc., as issuer (the “Company”),

the Guarantors party thereto and BOKF, NA, as trustee. Capitalized terms used but not defined herein shall have the meanings given to

them in the Indenture.

__________________________,

(the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal

amount of $____________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner

hereby certifies that:

1. Exchange of Restricted

Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an

Unrestricted Global Note

(a)            ¨

Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.

In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an

Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired

for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions

applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities

Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required

in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being

acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)            ¨

Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the

Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies

(i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected

in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities

Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to

maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue

sky securities laws of any state of the United States.

C-1

Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the

Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies

(i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been

effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with

the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required

in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any

applicable blue sky securities laws of any state of the United States.

(d)            ¨

Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange

of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive

Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with

the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the

restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance

with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities

laws of any state of the United States.

2.            Exchange

of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests

in Restricted Global Notes

(a)            ¨

Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange

of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount,

the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.

Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will

continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive

Note and in the Indenture and the Securities Act.

(b)            ¨

Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange

of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ¨

144A Global Note, ¨ Regulation S Global Note, ¨

IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the

Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions

applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable

blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of

the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend

printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the

statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name

of Transferor]

By:

Name:

Title:

Dated:_______________________

C-2

Exhibit D

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

FirstCash, Inc.

1600 West 7th Street

Fort Worth, Texas 76102

BOKF, NA

777 Main Street, Suite 3500

Fort Worth, TX 76102

Re: 6.125% Senior Notes

due 2034

Reference is hereby made

to the Indenture, dated as of May 1, 2026 (the “Indenture”), among FirstCash, Inc., as issuer (the “Company”),

the Guarantors party thereto and BOKF, NA, as trustee. Capitalized terms used but not defined herein shall have the meanings given to

them in the Indenture.

In connection with our proposed

purchase of $____________ aggregate principal amount of:

(a)            ¨

a beneficial interest in a Global Note, or

(b)           ¨

a Definitive Note,

we confirm that:

1.            We

understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth

in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest

therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities

Act”).

2.            We

understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest

therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts

for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to

the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional

buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such

transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially

in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is

in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the

Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration

statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest

in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising

such purchaser that resales thereof are restricted as stated herein.

3.            We

understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company

such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed

sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing

effect.

D-1

4.            We

are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D

under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the

merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk

of our or its investment.

5.            We

are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which

is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled

to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative

or legal proceedings or official inquiry with respect to the matters covered hereby.

[Insert Name

of Transferor]

By:

Name:

Title:

Dated: _______________________

D-2

Exhibit E

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

SUPPLEMENTAL INDENTURE (this

“Supplemental Indenture”), dated as of ________________, among __________________ (the “Guaranteeing Subsidiary”),

a subsidiary of FirstCash, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company,

the other Guarantors (as defined in the Indenture referred to herein) and BOKF, NA, as trustee under the Indenture referred to below

(the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has

heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 1, 2026 providing

for the issuance of 6.125% Senior Notes due 2034 (the “Notes”);

WHEREAS, the Indenture provides

that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant

to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture

on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01

of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration

of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary

and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.            Capitalized

Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.            Agreement

to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the

conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

4.            No

Recourse Against Others. No director, officer, employee, incorporator, stockholder, partner, member or manager (or any equivalent

thereof) of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under

the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.

Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration

for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

5.            NEW

YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT

GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD

BE REQUIRED THEREBY.

E-1

6.            Counterparts.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together

represent the same agreement.

7.            Effect

of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

8.            The

Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this

Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing

Subsidiary and the Company.

E-2

IN WITNESS WHEREOF, the parties

hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: _______________,

[Guaranteeing

Subsidiary]

By:

Name:

Title:

FIRSTCASH, Inc.

By:

Name:

Title:

[Existing

Guarantors]

By:

Name:

Title:

BOKF,

as Trustee

By:

Authorized Signatory

E-3

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v3.26.1

Cover

May 01, 2026

Cover [Abstract]

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Document Period End Date

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Entity File Number

001-10960

Entity Registrant Name

FIRSTCASH HOLDINGS, INC.

Entity Central Index Key

0000840489

Entity Tax Identification Number

87-3920732

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1600

West 7th Street

Entity Address, City or Town

Fort Worth

Entity Address, State or Province

Entity Address, Postal Zip Code

76102

City Area Code

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Local Phone Number

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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