EX-4.1




 Exhibit 4.1 

Execution Version 

ENTERCOM MEDIA CORP., 

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO 

and 
 DEUTSCHE BANK
TRUST COMPANY AMERICAS, 
 as Trustee 

INDENTURE 
 Dated as of
March 25, 2021 
 6.750% SENIOR SECURED SECOND-LIEN NOTES DUE 2029 











 TABLE OF CONTENTS 
  

							
	 	  	Page	 
	ARTICLE 1	  

		
	 DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	1	
			
	 Section 1.01.
	 	 Definitions
	  	 	1	
	 Section 1.02.
	 	 Other Definitions
	  	 	30	
	 Section 1.03.
	 	 [Reserved]
	  	 	30	
	 Section 1.04.
	 	 Rules of Construction
	  	 	30	
	 Section 1.05.
	 	 Acts of Holders
	  	 	31	
	 Section 1.06.
	 	 Limited Condition Transactions
	  	 	32	
	
	ARTICLE 2	  

		
	 THE NOTES
	  	 	33	
			
	 Section 2.01.
	 	 Form and Dating; Terms
	  	 	33	
	 Section 2.02.
	 	 Execution and Authentication
	  	 	34	
	 Section 2.03.
	 	 Registrar and Paying Agent
	  	 	34	
	 Section 2.04.
	 	 Paying Agent to Hold Money in Trust
	  	 	35	
	 Section 2.05.
	 	 Holder Lists
	  	 	35	
	 Section 2.06.
	 	 Transfer and Exchange
	  	 	35	
	 Section 2.07.
	 	 Replacement Notes
	  	 	44	
	 Section 2.08.
	 	 Outstanding Notes
	  	 	44	
	 Section 2.09.
	 	 Treasury Notes
	  	 	44	
	 Section 2.10.
	 	 Temporary Notes
	  	 	44	
	 Section 2.11.
	 	 Cancellation
	  	 	45	
	 Section 2.12.
	 	 Defaulted Interest
	  	 	45	
	 Section 2.13.
	 	 CUSIP/ISIN Numbers
	  	 	45	
	
	ARTICLE 3	  

		
	 REDEMPTION
	  	 	45	
			
	 Section 3.01.
	 	 Notices to Trustee
	  	 	45	
	 Section 3.02.
	 	 Selection of Notes to Be Redeemed or Purchased
	  	 	46	
	 Section 3.03.
	 	 Notice of Purchase or Redemption
	  	 	46	
	 Section 3.04.
	 	 Effect of Notice of Redemption
	  	 	47	
	 Section 3.05.
	 	 Deposit of Redemption or Purchase Price
	  	 	47	
	 Section 3.06.
	 	 Notes Redeemed or Purchased in Part
	  	 	47	
	 Section 3.07.
	 	 Optional Redemption
	  	 	47	
	 Section 3.08.
	 	 Mandatory Redemption
	  	 	48	
	 Section 3.09.
	 	 Offers to Repurchase by Application of Excess Proceeds
	  	 	48	
	
	ARTICLE 4	  

		
	 COVENANTS
	  	 	49	
			
	 Section 4.01.
	 	 Payment of Notes
	  	 	49	
	 Section 4.02.
	 	 Maintenance of Office or Agency
	  	 	50	
	 Section 4.03.
	 	 Reports and Other Information
	  	 	50	
	 Section 4.04.
	 	 Compliance Certificate
	  	 	51	


  
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	 	  	Page	 
	 Section 4.05.
	 	 Taxes
	  	 	51	
	 Section 4.06.
	 	 Stay, Extension and Usury Laws.
	  	 	51	
	 Section 4.07.
	 	 Limitation on Restricted Payments
	  	 	52	
	 Section 4.08.
	 	 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	  	 	56	
	 Section 4.09.
	 	 Additional Subsidiary Guarantees
	  	 	58	
	 Section 4.10.
	 	 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and
Preferred Stock
	  	 	58	
	 Section 4.11.
	 	 Asset Sales
	  	 	62	
	 Section 4.12.
	 	 Transactions with Affiliates
	  	 	65	
	 Section 4.13.
	 	 Liens
	  	 	66	
	 Section 4.14.
	 	 Existence
	  	 	67	
	 Section 4.15.
	 	 Offer to Repurchase Upon Change of Control
	  	 	67	
	 Section 4.16.
	 	 [Reserved]
	  	 	69	
	 Section 4.17.
	 	 Suspension of Certain Covenants
	  	 	69	
	 Section 4.18.
	 	 Limitations on Sale and Lease-Back Transactions
	  	 	69	
	 Section 4.19.
	 	 After-Acquired Collateral
	  	 	70	
	
	ARTICLE 5	  

		
	 SUCCESSORS
	  	 	70	
			
	 Section 5.01.
	 	 Merger, Consolidation or Sale of All or Substantially All Assets
	  	 	70	
	 Section 5.02.
	 	 Successor Corporation Substituted
	  	 	72	
	
	ARTICLE 6	  

		
	 DEFAULTS AND REMEDIES
	  	 	72	
			
	 Section 6.01.
	 	 Events of Default and Remedies
	  	 	72	
	 Section 6.02.
	 	 Acceleration
	  	 	74	
	 Section 6.03.
	 	 Other Remedies
	  	 	75	
	 Section 6.04.
	 	 Waiver of Defaults
	  	 	76	
	 Section 6.05.
	 	 Control by Majority
	  	 	76	
	 Section 6.06.
	 	 Limitation on Suits
	  	 	76	
	 Section 6.07.
	 	 Rights of Holders of Notes to Receive Payment
	  	 	76	
	 Section 6.08.
	 	 Collection Suit by Trustee
	  	 	77	
	 Section 6.09.
	 	 Restoration of Rights and Remedies
	  	 	77	
	 Section 6.10.
	 	 Rights and Remedies Cumulative
	  	 	77	
	 Section 6.11.
	 	 Delay or Omission Not Waiver
	  	 	77	
	 Section 6.12.
	 	 Trustee May File Proofs of Claim
	  	 	77	
	 Section 6.13.
	 	 Priorities
	  	 	78	
	 Section 6.14.
	 	 Undertaking for Costs
	  	 	78	
	
	ARTICLE 7	  

		
	 TRUSTEE
	  	 	78	
			
	 Section 7.01.
	 	 Duties of Trustee
	  	 	78	
	 Section 7.02.
	 	 Rights of Trustee
	  	 	79	
	 Section 7.03.
	 	 Individual Rights of Trustee
	  	 	80	
	 Section 7.04.
	 	 Trustee’s Disclaimer
	  	 	80	
	 Section 7.05.
	 	 Notice of Defaults
	  	 	80	
	 Section 7.06.
	 	 [Reserved]
	  	 	80	
	 Section 7.07.
	 	 Compensation and Indemnity
	  	 	80	
	 Section 7.08.
	 	 Replacement of Trustee
	  	 	81	
	 Section 7.09.
	 	 Successor Trustee by Merger, etc.
	  	 	82	
	 Section 7.10.
	 	 Eligibility; Disqualification
	  	 	82	


  
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	 	  	Page	 
	
	ARTICLE 8	 
		
	 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  	 	82	
			
	 Section 8.01.
	 	 Option to Effect Legal Defeasance and Covenant Defeasance
	  	 	82	
	 Section 8.02.
	 	 Legal Defeasance and Discharge
	  	 	82	
	 Section 8.03.
	 	 Covenant Defeasance
	  	 	83	
	 Section 8.04.
	 	 Conditions to Legal or Covenant Defeasance
	  	 	83	
	Section 8.05.	 	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	84	 
	 Section 8.06.
	 	 Repayment to Issuer
	  	 	85	
	 Section 8.07.
	 	 Reinstatement
	  	 	85	
	
	ARTICLE 9	 
		
	 AMENDMENT, SUPPLEMENT AND WAIVER
	  	 	85	
			
	 Section 9.01.
	 	 Without Consent of Holders of Notes
	  	 	85	
	 Section 9.02.
	 	 With Consent of Holders of Notes
	  	 	86	
	 Section 9.03.
	 	 Revocation and Effect of Consents
	  	 	87	
	 Section 9.04.
	 	 Notation on or Exchange of Notes
	  	 	88	
	 Section 9.05.
	 	 Trustee to Sign Amendments, etc.
	  	 	88	
	
	ARTICLE 10	 
		
	 GUARANTEES
	  	 	88	
			
	 Section 10.01.
	 	 Guarantee
	  	 	88	
	 Section 10.02.
	 	 Limitation on Guarantor Liability
	  	 	89	
	 Section 10.03.
	 	 Execution and Delivery
	  	 	90	
	 Section 10.04.
	 	 Subrogation
	  	 	90	
	 Section 10.05.
	 	 Benefits Acknowledged
	  	 	90	
	 Section 10.06.
	 	 Release of Guarantees
	  	 	90	
	
	ARTICLE 11	 
		
	 SATISFACTION AND DISCHARGE
	  	 	91	
			
	 Section 11.01.
	 	 Satisfaction and Discharge
	  	 	91	
	 Section 11.02.
	 	 Application of Trust Money
	  	 	91	
	
	ARTICLE 12	 
		
	 COLLATERAL
	  	 	92	
			
	 Section 12.01.
	 	 Security Documents
	  	 	92	
	 Section 12.02.
	 	 Notes Collateral Agent
	  	 	92	
	 Section 12.03.
	 	 Authorization of Actions to be Taken
	  	 	93	
	 Section 12.04.
	 	 Release of Liens
	  	 	94	
	 Section 12.05.
	 	 Powers Exercisable by Receiver or Trustee
	  	 	95	
	 Section 12.06.
	 	 Release Upon Termination of the Issuer’s Obligations
	  	 	96	


  
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	 	  	Page
	ARTICLE 13
	 MISCELLANEOUS

 
	  	96
	 Section 13.01.
	 	 Notices
	  	96
	 Section 13.02.
	 	 Legal Holidays
	  	97
	 Section 13.03.
	 	 Certificate and Opinion as to Conditions Precedent
	  	97
	 Section 13.04.
	 	 Statements Required in Certificate or Opinion
	  	97
	 Section 13.05.
	 	 Rules by Trustee and Agents
	  	98
	 Section 13.06.
	 	 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	98
	 Section 13.07.
	 	 Governing Law
	  	98
	 Section 13.08.
	 	 Waiver of Jury Trial
	  	98
	 Section 13.09.
	 	 Force Majeure
	  	98
	 Section 13.10.
	 	 No Adverse Interpretation of Other Agreements
	  	98
	 Section 13.11.
	 	 Successors
	  	98
	 Section 13.12.
	 	 Severability
	  	99
	 Section 13.13.
	 	 Counterpart Originals
	  	99
	 Section 13.14.
	 	 Table of Contents, Headings, etc.
	  	99
	 Section 13.15.
	 	 U.S.A. Patriot Act
	  	99

 EXHIBITS 

 

			
	 EXHIBIT A
	 	 Form of Note

	 EXHIBIT B
	 	 Form of Certificate of Transfer

	 EXHIBIT C
	 	 Form of Certificate of Exchange

	 EXHIBIT D
	 	 Form of Supplemental Indenture to Be Delivered by Subsequent Subsidiary Guarantors



  
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 INDENTURE, dated as of March 25, 2021, among Entercom Media Corp., a Delaware
corporation (the “Issuer”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the
“Trustee”) and as notes collateral agent (in such capacity, the “Notes Collateral Agent”). 
 W I T N E
S S E T H 
 WHEREAS, the Issuer has duly authorized the creation of an issue of $540,000,000 aggregate principal amount of 6.750%
Senior Secured Second-Lien Notes due 2029 (the “Initial Notes”); and 
 WHEREAS, the Issuer and each of the Subsidiary
Guarantors has duly authorized the execution and delivery of this Indenture. 
 NOW, THEREFORE, the Issuer, the Subsidiary Guarantors and
the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of 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.

 “Acquired Indebtedness” 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 Restricted Subsidiary of such specified Person, including Indebtedness 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. 

“Additional Notes” means additional Notes (other than the Initial Notes) issued from time to time under this Indenture in
accordance with Sections 2.01 and 4.10 hereof. 
 “Affiliate” of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 

“After-Acquired Collateral” means any property or assets (other than Excluded Assets) of the Issuer or any Guarantor that
secures or is required to secure any First Priority Lien Obligations that is not already subject to the Lien under the Security Documents. 

“Agent” means any Registrar or Paying Agent. 











 “Applicable Premium” means, with respect to any Note on any redemption
date, the greater of: 
 (a)    1.0% of the principal amount of such Note on such redemption date; and

 (b)    the excess, if any, of (i) the present value at such redemption date of (A) the
redemption price of such Note at March 31, 2024 (such redemption price being set forth in the table appearing in Paragraph 5 on the reverse side of the Note attached as Exhibit A hereto), plus (B) all required interest
payments due on such Note through March 31, 2024 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the applicable Treasury Rate as of such redemption date plus 50 basis points; over
(ii) the principal amount of such Note. 
 The Issuer shall determine the Applicable Premium. 

“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/or Clearstream that apply to such transfer or exchange. 
 “Asset
Sale” means: 
 (1)    the sale, conveyance, transfer or other disposition (including by way of
division), whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as
a “disposition”); or 
 (2)    the issuance or sale of Equity Interests of any
Restricted Subsidiary to any Person other than the Issuer or a Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.10 hereof), whether in a single transaction or a series of related
transactions; 
 in each case, other than: 

(a)    any disposition of cash, Cash Equivalents or Investment Grade Securities or damaged, obsolete or
worn out equipment or other assets, or assets no longer used or useful in the business of the Issuer and the Restricted Subsidiaries in the reasonable opinion of the Issuer, in each case in the ordinary course of business or any disposition or
transfer of inventory or goods (or other assets) held for sale, in each case in the ordinary course of business; 

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

(c)    the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is
made, under Section 4.07 hereof; 
 (d)    any disposition of assets or issuance or sale of Equity
Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value (as determined in good faith by the Issuer) not to exceed the greater of (x) $25.0 million and (y) 0.5% of Total Assets;

 (e)    any disposition of property or assets or issuance of securities by a Restricted Subsidiary to
the Issuer or by the Issuer or a Restricted Subsidiary to another Restricted Subsidiary; 
 (f)    to the
extent allowable under Section 1031 of the Code, or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business; 

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

  
 -2- 












 (h)    any issuance or sale of Equity Interests in, or
Indebtedness or other securities of, an Unrestricted Subsidiary; 
 (i)    foreclosures on assets or
dispositions of assets required by law, governmental regulation or any order of any court, administrative agency or regulatory body; 

(j)    sales of accounts receivable, or participations therein, in connection with any Receivables Facility
permitted to be incurred pursuant to clause (17) of the definition of “Permitted Liens”; 

(k)    the licensing or sub-licensing of intellectual property or
other general intangibles in the ordinary course of business (other than exclusive, world-wide licenses that are longer than three years); 

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

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

(n)    the granting of Liens not prohibited by this Indenture; 

(o)    an issuance of Equity Interests pursuant to benefit plans, employment agreements, equity plans,
stock subscription or shareholder agreements, stock ownership plans and other similar plans, polices, contracts or arrangements established in the ordinary course of business or approved by the Issuer in good faith; 

(p)    any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of
contract, tort or other claims of any kind; 
 (q)    dispositions of receivables in connection with the
compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; 

(r)    any financing transaction (excluding by way of a Sale and Lease-Back Transaction) with respect to
property built or acquired by the Issuer or any of its Restricted Subsidiaries after the Issue Date; and 

(s)    dispositions of Investments in joint ventures and, to the extent any joint venture constitutes a
Restricted Subsidiary, the property of such joint venture, so long as the aggregate fair market value (determined, with respect to each such disposition, as of the time of such disposition) of all such dispositions does not exceed
$10.0 million. 
 “Attributable Debt” in respect of a Sale and Lease-Back Transaction means, at the time of
determination, the present value of the total obligations of the lessee for net rental payments during the remaining term of the lease included in such Sale and Lease-Back 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. 

“Bankruptcy Code” means Title 11 of the United States Code, as amended. 

“Bankruptcy Law” means the Bankruptcy Code and any similar Federal, state or foreign law for the relief of debtors. 

  
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 “Business Day” means each day which is not a Saturday, a Sunday or a day on
which commercial banking institutions are not required to be open in the State of New York. 
 “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 or membership interests (whether general or limited); and 

(4)    any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person. 
 “Capitalized Lease Obligation” means, at the
time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in
accordance with GAAP. 
 “Cash Equivalents” means: 

 

	 	(1)	 United States dollars; 



 

	 	(2)	 (a)     euro, or any national currency of any member state of the European Union;



  

	 	(b)	 in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from
time to time in the ordinary course of business; or 


  

	 	(c)	 Great Britain pounds. 



(3)    securities issued or directly and fully and unconditionally guaranteed or insured by the U.S.
government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition; 

(4)    certificates of deposit, time deposits and dollar time deposits with maturities of one year or less
from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S.
banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks; 

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

(6)    commercial paper rated at least P-1 by Moody’s or at
least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof; 

(7)    marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from
another Rating Agency) and in each case maturing within 24 months after the date of creation thereof; 

  
 -4- 












 (8)    readily marketable direct obligations issued by
any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of
acquisition; 
 (9)    Investments with average maturities of 12 months or less from the date of
acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; and 

(10)    investment funds investing 95% of their assets in securities of the types described in clauses
(1) through (9) above. 
 Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than
those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of
such amounts. 
 “CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the
Code. 
 “CFC Holdco” means a Domestic Subsidiary substantially all of the assets of which consist, directly or indirectly,
of equity or debt of one or more Foreign Subsidiaries that are CFCs. 
 “Change of Control” means the occurrence of any of
the following: 
 (1)    the sale, lease or transfer, in one or a series of related transactions, of all
or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; 

(2)    the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d)
of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including any group acting for the purpose of
acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision), other than a Permitted Holder, in a single transaction or in a related
series of transactions, by way of merger, consolidation or other business combination or purchase, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision)
of 50% or more of the total voting power of the Voting Stock of the Issuer (directly or through the acquisition of voting power of Voting Stock of any direct or indirect parent company of the Issuer); or 

(3)    the approval of any plan or proposal for the winding up or liquidation of the Issuer. 

For purposes of this definition, any direct or indirect parent company of the Issuer, including the Parent, shall not itself be considered a
“Person” or “group” for purposes of clause (2) above; provided that no “Person” or “group” other than a Permitted Holder beneficially owns, directly or indirectly, 50% or more of the total voting
power of the Voting Stock of such parent company. 
 “Change of Control Repurchase Event” means the occurrence of both a
Change of Control and a Rating Decline. 
 “Clearstream” means Clearstream Banking, Société Anonyme. 

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

“Collateral” means the “Collateral” as defined in the Second Lien Notes Security Agreement. 

“Communications Act” means the Communications Act of 1934, as amended. 

  
 -5- 












 “Communications Laws” means the terms, conditions and requirements
of the FCC Licenses and the rules, orders, regulations, and other applicable requirements of the FCC and the Communications Act (including, without limitation, the FCC’s rules, regulations and published policies relating to the operation of
transmitting and studio equipment). 
 “Consolidated Depreciation and Amortization Expense” means, with respect to any
Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined
in accordance with GAAP. 
 “Consolidated Interest Expense” means, with respect to any Person for any period, without
duplication, the sum of: 
 (1)    consolidated interest expense of such Person and its Restricted
Subsidiaries for such period to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par,
(b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease
Obligations, (e) imputed interest with respect to Attributable Debt and (f) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (w) [reserved], (x) amortization of deferred
financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related
to any Receivables Facility permitted to be incurred pursuant to clause (17) of the definition of “Permitted Liens”); plus 

(2)    consolidated capitalized interest of such Person and such Subsidiaries for such period, whether paid
or accrued; plus 
 (3)    whether or not treated as interest expense in accordance with GAAP, all
cash dividends or other distributions accrued (excluding dividends payable solely in Equity Interests (other than Disqualified Stock) of the Issuer) on any series of Disqualified Stock or any series of Preferred Stock during such period. 

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

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

(1)    any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including expenses relating to (a) severance and relocation costs, (b) any rebranding or corporate name
change or (c) uninsured storm or other weather-related damage in excess of $5.0 million for any single weather event) shall be excluded, 

(2)    the Net Income for such period shall not include the cumulative effect of a change in accounting
principles during such period, 
 (3)    any after-tax effect of
income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded, 

  
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 (4)    any
after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuer,
shall be excluded, 
 (5)    the Net Income for such period of any Person that is not a Subsidiary, or is
an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments
that are actually paid in cash (or to the extent converted into cash or Cash Equivalents) to the Issuer or a Restricted Subsidiary in respect of such period, 

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

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

(8)    any fees and expenses incurred during such period, or any amortization thereof for such period, in
connection with the Transactions and any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including
any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such
transaction shall be excluded. 
 “Consolidated Net Leverage Ratio” means, as of any date of determination, the ratio of:

 (1)    the Consolidated Total Net Debt of the Issuer and its Restricted Subsidiaries on such date, to

 (2)    EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four full
fiscal quarters ending immediately prior to such date for which internal financial statements are available. 
 In the event that the Issuer
or any of its Restricted Subsidiaries (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the period for which the Consolidated
Net Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Net Leverage Ratio is made (the “Consolidated Net Leverage Ratio Calculation Date”), then the
Consolidated Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred
Stock, as if the same had occurred on the last day of the applicable four-quarter period. 
 For purposes of making the computation referred
to above, Investments, acquisitions, dispositions, mergers, amalgamations and consolidations (as determined in accordance with GAAP), in each case with respect to a business (as such term is used in Regulation
S-X Rule 11-01), a company, a segment, an operating division or unit or line of business that the Issuer or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter
reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Net Leverage Ratio Calculation Date shall be calculated on a pro forma basis in accordance with


  
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GAAP (except as set forth in the last sentence of the following paragraph) assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations and consolidations had occurred
on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any of its Restricted Subsidiaries since the beginning
of such period shall have made any Investment, acquisition, disposition, merger, amalgamation or consolidation, in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01), a company, a segment, an operating division or unit or line of business that would have required adjustment pursuant to this definition, then the Consolidated Net Leverage Ratio shall be calculated giving
pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger and consolidation had occurred at the beginning of the applicable four-quarter period. 

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be
made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuer as set forth in an Officer’s
Certificate, to reflect reasonably identifiable and factually supportable operating expense reductions and other operating improvements or synergies reasonably expected to result from any action taken or expected to be taken within 18 months after
the date of any acquisition, amalgamation or merger; provided, that no such amounts shall be included pursuant to this paragraph to the extent duplicative of any amounts that are otherwise added back in computing EBITDA with respect to such
period. 
 “Consolidated Net Secured Leverage Ratio” means, as of any date of determination, the ratio of
(1) Consolidated Total Net Debt of the Issuer and its Restricted Subsidiaries that is secured by a Lien as of such date, to (2) EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for
which internal financial statements are available immediately preceding such date, in each case with pro forma adjustments to Consolidated Total Net Debt and EBITDA consistent with the pro forma adjustment provisions set forth in the
definition of “Consolidated Net Leverage Ratio.” 
 “Consolidated Total Net Debt” means, as of any date of
determination, the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting of Indebtedness for borrowed money and
Capitalized Lease Obligations (and excluding, for avoidance of doubt, Attributable Debt, except to the extent constituting a Capitalized Lease Obligation), less up to $150.0 million of cash and Cash Equivalents (which are not Restricted
Cash) that would be stated on the consolidated balance sheet of the Issuer and its Restricted Subsidiaries as of such date of determination. 

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends
or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent: 
 (1)    to purchase any such primary obligation
or any property constituting direct or indirect security therefor, 
 (2)    to advance or supply funds:

 (a)    for the purchase or payment of any such primary obligation, or 

(b)    to maintain working capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, or 
 (3)    to purchase property, securities or services
primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.01 hereof or such
other address as to which the Trustee may give notice to the Holders and the Issuer. 

  
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 “Credit Agreement” means that certain credit agreement, dated as of
October 17, 2016, by and among the Issuer, the guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, the Swing Line Lender and an L/C Issuer (each as defined therein) and each lender from time to time
party thereto, as amended, restated, supplemented or otherwise modified from time to time. 
 “Credit Agreement
Obligations” means the “Obligations” as defined in the Credit Agreement. 
 “Credit
Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper
facilities, receivables financing or indentures) providing for revolving credit loans, term loans, letters of credit, bankers’ acceptances, debt securities or other Indebtedness, including any notes, mortgages, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that
replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed
thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.10 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any
other agent, lender, investor or group of lenders or investors. 
 “Custodian” means the Trustee when serving as custodian
for the Depositary with respect to the Global Notes, or any successor entity thereto. 
 “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(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not
have the “Schedule of Exchanges of Interests in the Global Note” attached thereto. 
 “Derivative
Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in
connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are
materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Issuer and/or any one or more of the Guarantors (the “Performance References”). 

“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. 

“Designated Non-Cash Consideration” means
non-cash consideration received by the Issuer or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash
Consideration pursuant to an Officer’s Certificate, setting forth the fair market value of such Designated Non-Cash Consideration and the basis of such valuation. 

“Discharge of Credit Agreement Obligations” has the meaning set forth in the Intercreditor Agreement. 

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms
of any security into which it is convertible or for which it is puttable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the


  
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date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that only the portion of Capital Stock which so
matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if
such Capital Stock is issued to any employee or any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be
required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of any such employee’s termination, death or disability; provided, further,
however, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

 “Domestic Subsidiary” means any Subsidiary that is organized or existing under the laws of the United States, any state
thereof or the District of Columbia. 
 “EBITDA” means, with respect to any Person for any period, the Consolidated Net
Income of such Person for such period: 
 (1)    increased (without duplication) by: 

(a)    provision for taxes based on income or profits or capital gains, including, without limitation,
federal, state, non-U.S. franchise, excise, value added and similar taxes and foreign withholding taxes of such Person paid or accrued during such period, including any penalties and interest relating to such
taxes or arising from any tax examinations, deducted (and not added back) in computing Consolidated Net Income; plus 

(b)    Consolidated Interest Expense of such Person for such period; plus 

(c)    Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the
same were deducted (and not added back) in computing Consolidated Net Income; plus 
 (d)    any
fees, expenses or charges related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof)
(whether or not successful), including such fees, expenses or charges related to the offering of the Notes and the Senior Credit Facilities and the other Transactions; plus 

(e)    the amount of any (i) restructuring charge or reserve deducted (and not added back) in such
period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions, mergers or consolidations after the Issue Date and (ii) other non-recurring charges
in an amount of up to $5.0 million in any 12 month period, including any non-ordinary course legal expenses; plus 

(f)    any other non-cash charges, including asset impairments,
any write offs or write downs and non-cash compensation expenses recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights, reducing Consolidated Net Income
for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be
subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period); plus 

(g)    the amount of any minority interest expense consisting of Subsidiary income attributable to
minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus 

  
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 (h)    the amount of loss on sale of receivables and
related assets to the Receivables Subsidiary in connection with a Receivables Facility permitted to be incurred pursuant to clause (17) of the definition of “Permitted Liens”; plus 

(i)    any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management
equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of
the Parent or the Issuer or net cash proceeds of an issuance of Equity Interest of the Parent or the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause
(3) of Section 4.07(a) hereof; plus 
 (j)    the amount of cost savings, operating
expense reductions, other operating improvements and initiatives and synergies projected by the Issuer in good faith to be reasonably anticipated to be realizable within 18 months of the date of any Investment, acquisition, disposition, merger,
consolidation or other action being given pro forma effect (which will be added to EBITDA as so projected until fully realized and calculated on a pro forma basis as though such cost savings, operating expense reductions, other
operating improvements and initiatives and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) all steps have been taken for
realizing such cost savings or all steps are expected to be taken within 18 months of the date of any Investment, acquisition, disposition, merger, consolidation or other action being given pro forma effect, (y) such cost savings
are reasonably identifiable and factually supportable (in the good faith determination of the Issuer) and (z) the aggregate amount of cost savings, operating expense reductions, other operating improvements and initiatives and synergies added
back pursuant to this clause (j) in any period of four consecutive fiscal quarters shall not exceed 30% of EBITDA (prior to giving effect to such addbacks); 

(2)    decreased by (without duplication) non-cash gains increasing
Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any
prior period; and 
 (3)    increased or decreased by (without duplication): 

(a)    any net loss or gain resulting in such period from Hedging Obligations and the application of
Financial Accounting Codification No. 815-Derivatives and Hedging; plus or minus, as applicable; 

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

“EMU” means economic and monetary union as contemplated in the Treaty on European Union. 

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any
debt security that is convertible into, or exchangeable for, Capital Stock. 
 “Equity Offering” means any public or
private sale of common stock or Preferred Stock of the Parent or the Issuer (excluding Disqualified Stock), or any cash common equity contribution to the Parent or the Issuer other than: 

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

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

  
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 (3)    Refunding Capital Stock. 

“euro” means the single currency of participating member states of the EMU. 

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

“Event of Default” has the meaning set forth in Section 6.01(a) hereof. 

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

	 	(1)	 any Real Property (including, without limitation, all Real Property leasehold interests (including requirements
to deliver landlord lien waivers, estoppels and collateral access letters)) other than Real Property that secures the First Priority Lien Obligations (if any); 



 

	 	(2)	 any vehicles and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected
by the filing of a financing statement under the UCC of any applicable jurisdiction; 


  

	 	(3)	 any letter of credit rights to the extent a Lien thereon cannot be perfected by the filing of a financing
statement under the UCC of any applicable jurisdiction; 


  

	 	(4)	 any commercial tort claims; 



 

	 	(5)	 any asset or property to the extent the grant of a security interest therein is prohibited by applicable law or
requires a consent not obtained of any governmental authority pursuant to such applicable law, in each case after giving effect to the applicable anti-assignment provisions of the UCC of any applicable jurisdiction or other applicable law and other
than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC of any applicable jurisdiction or other applicable law notwithstanding such prohibition; 



 

	 	(6)	 any asset (including, without limitation, any lease, license or other agreement or contractual obligation or
any property subject to a purchase money security interest, Lien securing a Capitalized Lease Obligation, Receivables Facility or similar arrangement) to the extent that a grant of a security interest therein would require a consent (other than the
Issuer or a Guarantor) not obtained or violate or invalidate any lease, license, agreement or contractual obligation (including, without limitation, any such purchase money arrangement, Capitalized Lease Obligation, Receivables Facility or similar
arrangement) or create a right of termination in favor of any other party thereto (other than the Issuer or a Guarantor), in each case after giving effect to the applicable anti-assignment provisions of the UCC of any applicable jurisdiction and
other applicable law and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC of any applicable jurisdiction or other applicable law notwithstanding such prohibition; 



 

	 	(7)	 any Equity Interests to the extent the grant of a security interest therein is prohibited by any organization
documents, joint venture agreement or shareholders’ agreement governing the issuer of such Equity Interests or requires a consent not obtained of any Person (other than the Issuer or a Guarantor) pursuant to such organization documents or
agreements, in each case after giving effect to the applicable anti-assignment provisions of the UCC of any applicable jurisdiction or other applicable law and other than proceeds and receivables thereof, the assignment of which is expressly deemed
effective under the UCC of any applicable jurisdiction or other applicable law notwithstanding such prohibition; 



  
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	 	(8)	 voting Equity Interests (and any other interests constituting “voting stock” within the meaning of
Treasury Regulation Section 1.956-2(c)(2)) in excess of 66% of all such Equity Interests (and other interests) in (A) any CFC or (B) any CFC Holdco; 



 

	 	(9)	 any Equity Interests in (A) if the Senior Credit Facilities are still outstanding, any Person that is not
a Wholly-Owned Subsidiary to the extent that, (1) the Issuer and the Senior Credit Facilities Collateral Agent reasonably determine that the granting of a Lien on such Equity Interests will materially interfere with minority shareholders of
such Person and (2) the Issuer promptly notifies the Notes Collateral Agent of such determination in writing, (B) any Unrestricted Subsidiary (until such time as any Unrestricted Subsidiary becomes a Restricted Subsidiary) or (C) any
Person held by a Foreign Subsidiary; 


  

	 	(10)	 any “intent-to-use”
trademark or service mark applications prior to the filing and acceptance of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act
with respect thereto; 


  

	 	(11)	 any foreign assets, rights or property or credit support; provided, that this clause (11) shall not
exclude (A) any Equity Interests of Foreign Subsidiaries that are otherwise required to be pledged pursuant to the terms of this Indenture or the Second Lien Notes Security Agreement or (B) subject to
Section 3.01(e) of the Second Lien Notes Security Agreement, any foreign intellectual property, prior to the Discharge of Credit Agreement Obligations, any asset or property as to which (1) the Issuer and the Senior
Credit Facilities Agent reasonably determine that the costs of obtaining a Lien thereon or perfection thereof are excessive in relation to the benefit to the Secured Parties of such Lien and (2) the Issuer promptly notifies the Notes Collateral
Agent of such determination in writing; 


  

	 	(12)	 subject to Section 3.02 of the Second Lien Notes Security Agreement, any FCC Licenses
to the extent that the grant of a security interest therein is prohibited by the Communications Laws; and 


  

	 	(13)	 prior to the Discharge of Credit Agreement Obligation, any assets or property as to which the Issuer and the
Senior Credit Facilities Agent reasonably determine that the granting of a Lien thereon will result in materially adverse tax consequences to the Issuer or any of its Subsidiaries; and (2) the Issuer promptly notifies the Notes Collateral Agent
of such determination in writing; 


 provided, however, that “Excluded Assets” shall not
include (A) any proceeds, substitutions or replacements of any “Excluded Assets” referred to in clauses (1) through (13) or (B) any assets which secure (or purport to secure) any First Priority Lien Obligations or
Second Priority Lien Obligations (unless such proceeds, substitutions or replacements would constitute “Excluded Assets” referred to in any of clauses (1) through (13); provided, further, that with respect to the
property described in clauses (5), (6), (7) and (12), such property shall constitute Excluded Assets only to the extent and for so long as the creation of a Lien on such property in favor of the Notes Collateral Agent is, and remains, prohibited,
and upon termination of such prohibition (however occurring), the Collateral shall include (and the security interest shall attach and the definition of Excluded Assets shall not then include) such property. 

“FCC” means the Federal Communications Commission (or any governmental authority succeeding to the Federal
Communications Commission). 
 “FCC Licenses” means such FCC licenses, permits, authorizations and certificates
issued by the FCC to the Issuer and its Restricted Subsidiaries (including, without limitation, any license under Part 73 of Title 47 of the Code of Federal Regulations) as are necessary to own and operate the stations (collectively, together with
all extensions, additions and renewals thereto or thereof). 
 “Field Family Members” includes only the following
Persons: (i) Joseph M. Field and David J. Field and their immediate families, including their wives, their children and grandchildren, the spouses of their children and grandchildren, or trusts created primarily for the benefit of any of, or
the estates of, the foregoing and (ii) Persons controlled by the Persons described in the foregoing clause (i) by virtue of their beneficial ownership of more than 50% of the weighted voting power of the Equity Interests of such Persons.


  
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 “First Priority Lien Obligations” means (i) all Credit
Agreement Obligations, (ii) all Indebtedness under Credit Facilities incurred in compliance with Section 4.10, which has been secured on a pari passu basis with the Credit Agreement Obligations as “First Priority Lien
Obligations” pursuant to, and as defined in, the Intercreditor Agreement, and (iii) if any Hedging Obligations or obligations in respect of cash management services have been secured by the collateral that secures the First Priority Lien
Obligations described in the foregoing clauses (i) or (ii), all other obligations of the Issuer or any of its Restricted Subsidiaries in respect of such Hedging Obligations or obligations in respect of cash management services, in each case
owing to a Person that is a holder of First Priority Lien Obligations or an Affiliate of such holder on the Issue Date or at the time of entry into such Hedging Obligations or obligations in respect of cash management services; provided that
no obligations shall constitute First Priority Lien Obligations unless such obligations are subject to the Intercreditor Agreement. 

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 

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

“Global Note Legend” means the legend set forth in Section 2.06(f)(ii) hereof, which is required to be placed on all
Global Notes issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, as the case may be, issued in accordance with Section 2.01, 2.06(b) or 2.06(d) hereof. 

“Government Securities” means securities that are: 

(1)    direct obligations of, or obligations guaranteed by, the United States of America for the timely
payment of which its full faith and credit is pledged; or 
 (2)    obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a
specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make
any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities
evidenced by such depository receipt. 
 “guarantee” means a guarantee (other than by endorsement of negotiable instruments
for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 

“Guarantee” means the guarantee by any Subsidiary Guarantor of the Issuer’s Obligations under the Notes and this
Indenture. 
 “Guarantors” means, collectively, each Subsidiary Guarantor. 

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

  
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 “Holder” means the Person in whose name a Note is registered on the
Registrar’s books. 
 “Indebtedness” means, with respect to any Person, without duplication: 

(1)    any indebtedness (including principal and premium) of such Person, whether or not contingent: 

(a)    in respect of borrowed money; 

(b)    evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’
acceptances (or, without duplication, reimbursement agreements in respect thereof); 

(c)    representing the balance deferred and unpaid of the purchase price of any property, except
(i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) any earn-out obligations until such
obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and (iii) liabilities accrued in the ordinary course of business; or 

(d)    representing any Hedging Obligations; 

if and to the extent that any of the foregoing Indebtedness (other than letters of credit, bankers’ acceptances (or reimbursement
agreements in respect thereof) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 

(2)    all Attributable Debt and all Capitalized Lease Obligations; 

(3)    to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as
obligor, guarantor or otherwise, on Indebtedness of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable
instruments for collection in the ordinary course of business; and 
 (4)    to the extent not otherwise
included, Indebtedness of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person (other than Liens on Equity Interests of Unrestricted Subsidiaries securing Indebtedness of such
Unrestricted Subsidiaries), whether or not such Indebtedness is assumed by such first Person; provided, for purposes hereof the amount of such Indebtedness shall be the lesser of the Indebtedness so secured and the fair market value of the
assets of the first person securing such Indebtedness; 
 provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed
not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) deferred or prepaid revenues, or (c) obligations under or in respect of Receivables Facilities permitted to be incurred pursuant to clause
(17) of the definition of “Permitted Liens.” 
 “Indenture” means this Indenture, as amended or supplemented
from time to time. 
 “Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant
to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged. 

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

  
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 “Initial Notes” has the meaning assigned to such term in the recitals
hereto. 
 “Initial Purchasers” means Citigroup Global Markets Inc. (the “Representative”) and the other
Initial Purchasers represented by the Representative. 
 “Intercreditor Agreement” means (i) the Second Lien
Intercreditor Agreement, as may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Indenture or (ii) any replacement thereof or other intercreditor agreement that contains terms not materially
less favorable to the holders of the Notes than the intercreditor agreement referred to in clause (i). 
 “interest” in
respect of the Notes, unless the context otherwise requires, means interest, if any. 
 “Interest Payment Date” means
March 31 and September 30 of each year to stated maturity. 
 “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 an equivalent rating by any other Rating Agency, and in each such case with a “stable” or better
outlook. 
 “Investment Grade Securities” means: 

(1)    securities issued or directly and fully guaranteed or insured by the United States government or any
agency or instrumentality thereof (other than Cash Equivalents); 
 (2)    debt securities or debt
instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries; 

(3)    investments in any fund that invests exclusively in investments of the type described in clauses
(1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and 

(4)    corresponding instruments in countries other than the United States customarily utilized for high
quality investments. 
 “Investments” means, with respect to any Person, all investments by such Person in other Persons
(including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, deposits, advances to customers and suppliers, commission, travel and similar advances to officers
and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be
classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the
definition of “Unrestricted Subsidiary” and Section 4.07 hereof: 

(1)    “Investments” shall include the portion (proportionate to the Issuer’s direct or
indirect equity interest in such Subsidiary) of the fair market value (as determined in good faith by the Issuer) of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; and 

(2)    any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market
value at the time of such transfer, as determined in good faith by the Issuer. 
 The amount of any Investment outstanding at any time shall
be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash or Cash Equivalents (or in assets other than cash which have been sold or otherwise
disposed of for cash or Cash Equivalents) by the Issuer or a Restricted Subsidiary in respect of such Investment. 

  
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 “Issue Date” means March 25, 2021. 

“Issuer” has the meaning set forth in the Preamble hereto; provided that when used in the context of determining the
fair market value of an asset or liability under this Indenture, “Issuer” means the Board of Directors of the Issuer (or a duly appointed committee thereof) when the fair market value is equal to or in excess of $50.0 million. 

“Issuer Order” means a written request or order signed on behalf of the Issuer by Officers of the Issuer and delivered to the
Trustee. 
 “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation,
charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or similar agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction;
provided that in no event shall an operating lease be deemed to constitute a Lien. 
 “Limited Condition
Transaction” means any Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Equity Interests, Indebtedness or otherwise) whose consummation is not conditioned on the
availability of, or on obtaining, third party financing. 
 “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. and any successor to its rating agency business. 

“Net Income” means, with respect to any Person, the net income (loss) attributable to such Person and its Restricted
Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 
 “Net
Proceeds” means the aggregate cash proceeds and the fair market value of any Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other
disposition of any Designated Non-Cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-Cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof
(after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness)
required (other than required by clause (1) of Section 4.11(b) hereof) to be paid as a result of such transaction, any costs associated with unwinding any related Hedging Obligations in connection with such transaction and any deduction of
appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its
Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such
transaction. 
 “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 the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that
such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Issuer or any Guarantor immediately prior to such date of
determination. 

  
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 “Non-Guarantor Subsidiary” means
any Restricted Subsidiary that is not a Subsidiary Guarantor. 
 “Non-U.S. Person”
means a Person who is not a U.S. Person. 
 “Notes” means any Note authenticated and delivered under this Indenture,
including without limitation the Initial Notes. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued hereafter. 

“Notes Collateral Agent” has the meaning set forth in the Preamble hereto. 

“Notes Documents” means this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor Agreement.

 “Notes Obligations” means Obligations in respect of the Notes, this Indenture, the Guarantees and the Security Documents
(including interest, fees and other expenses accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest, fees
or other expenses are an allowed claim under applicable state, federal or foreign law). 
 “Obligations” means with respect
to any item of Indebtedness, any principal (including any accretion), interest (including any interest, fees and other expenses accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided
for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to
letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities,
payable under the documentation governing such Indebtedness. 
 “Offering Memorandum” means the offering memorandum, dated
March 11, 2021, relating to the sale of the Initial Notes. 
 “Officer” means the Chairman of the Board, the Chief
Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, Assistant Treasurer, the Secretary or the Assistant Secretaries of the Issuer. 

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the
principal executive officer, the principal financial officer, the principal accounting officer or Secretary of the Issuer, that meets the requirements set forth in this Indenture. 

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may
be an employee of or counsel to the Issuer. 
 “Other Second Priority Lien Obligations” means Second Priority Lien
Obligations that are designated by the Issuer as an Other Second Priority Lien Obligation in an Officer’s Certificate delivered to the Trustee; provided that an authorized representative of the holders of such Indebtedness (except in the
case of Additional Notes) shall have executed a joinder to the Second Lien Notes Security Agreement. 
 “Other Second Lien Secured
Parties” means, collectively, the holders of Other Second Priority Lien Obligations and any authorized representative with respect thereto. 

“Parent” means Entercom Communications Corp., a Pennsylvania corporation. 

“Pari Passu Indebtedness” means indebtedness of the Issuer or a Subsidiary Guarantor that ranks equally in right of payment
with the Notes or such Subsidiary Guarantor’s Guarantee, as applicable. 

  
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 “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 Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of
Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.11
hereof. 
 “Permitted Holder” means (i) the Parent or any of its controlled Affiliates and (ii) Field Family
Members. 
 “Permitted Investments” means: 

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

(2)    any Investment in cash, Cash Equivalents or Investment Grade Securities; 

(3)    any Investment by the Issuer or any of its Restricted Subsidiaries in a Person if (i) no
Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and (ii) as a result of such Investment: 

(a)    such Person becomes a Restricted Subsidiary; or 

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

provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

 (4)    any Investment in securities or other assets not constituting cash or Cash Equivalents
(including Designated Non-Cash Consideration) and received in connection with an Asset Sale made pursuant to the provisions of Section 4.11 hereof or any other disposition of assets not constituting an
Asset Sale; 
 (5)    any Investment existing on the Issue Date or made pursuant to binding commitments
in effect on the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may only be increased as required by the terms of
such Investment as in existence on the Issue Date; 
 (6)    any Investment acquired by the Issuer or any
of its Restricted Subsidiaries: 
 (a)    in exchange for any other Investment or accounts receivable
held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; 

(b)    as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to
any secured Investment or other transfer of title with respect to any secured Investment in default; or 

(c)    as a result of the settlement, compromise or resolution of litigation, arbitration or other
disputes with Persons who are not Affiliates of the Issuer; 
 (7)    Hedging Obligations permitted under
clause (9) of Section 4.10(b) hereof; 

  
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 (8)    Investments the payment for which consists of
Equity Interests (exclusive of Disqualified Stock) of the Parent or the Issuer; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a)
hereof; 
 (9)    guarantees of Indebtedness permitted under Section 4.10 hereof; 

(10)     any transaction to the extent it constitutes an Investment that is permitted and made in
accordance with the provisions of Section 4.12(b) hereof (except transactions described in clauses (2), (6), (8), (9) and (11) of Section 4.12(b) hereof); 

(11)     Investments consisting of (x) purchases and acquisitions of inventory, supplies, material,
services or equipment, or other similar assets or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business or (y) the licensing or contribution of intellectual property
pursuant to joint marketing arrangements with other Persons; 
 (12)    additional Investments having an
aggregate fair market value (as determined in good faith by the Issuer), taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted
Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $200.0 million and (y) 4.0% of Total Assets at the time of such Investment (with the fair market value of each
Investment being measured at the time made and without giving effect to subsequent changes in value); 

(13)    Investments in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any Person
that, in the good faith determination of the Issuer are necessary or advisable to effect any Receivables Facility permitted to be incurred pursuant to clause (17) of the definition of “Permitted Liens” or any repurchases in connection
therewith; 
 (14)    advances to, or guarantees of Indebtedness of, officers, directors and employees
not in excess of the greater of (x) $5.0 million and (y) 0.1% of Total Assets outstanding at any one time, in the aggregate; 

(15)    loans and advances to officers, directors and employees for business-related travel expenses,
moving expenses, payroll expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Parent or the Issuer; 

(16)    any Investment by the Issuer or any of its Restricted Subsidiaries in an Unrestricted Subsidiary, a
Non-Guarantor Subsidiary (or Person who becomes a Non-Guarantor Subsidiary as a result of such Investment) or a joint venture engaged in a Similar Business in an
aggregate amount, taken together with all other Investments made pursuant to this clause (16) that are at the time outstanding, not to exceed the greater of (x) $200.0 million and (y) 4.0% of Total Assets (with the fair market value of
each Investment being measured at the time made and without giving effect to subsequent changes in value); 

(17)    any Investment in any Subsidiary or joint venture in connection with intercompany cash management
arrangements or related activities arising in the ordinary course of business; 
 (18)    endorsements
for collection or deposit in the ordinary course of business; and 
 (19)    any Investment by the Issuer
or any of its Restricted Subsidiaries consisting of Permitted Non-Cash Consideration. 

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

(1)    pledges, deposits or security by such Person under workmen’s compensation laws, unemployment
insurance, employers’ health tax, and other social security laws or similar legislation or other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and
adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to
secure surety, stay, customs or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, performance and return of money bonds and other similar obligations (including
letters of credit issued in lieu of any such bonds or to support the issuance thereof and including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of business; 

(2)    Liens imposed by law or regulation, such as carriers’, warehousemen’s and mechanics’
Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall
then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; 

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

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

(5)    survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties or
Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness or other covenants, conditions, restrictions and minor defects or irregularities in title
(“Other Encumbrances”), in each case which Liens and Other Encumbrances 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;

 (6)    Liens securing Indebtedness permitted to be incurred pursuant to clause (4) of
Section 4.10(b) hereof; provided that such Liens extend only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any replacements, additions and
accessions thereto and any income or profits thereof; 
 (7)    Liens existing on the Issue Date; 

(8)    Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary;
provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any
other property owned by the Issuer or any of its Restricted Subsidiaries; 
 (9)    Liens on property at
the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are
not created or incurred in connection with, or in contemplation of, such acquisition, merger or consolidation; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any of its
Restricted Subsidiaries; 

  
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 (10)    Liens securing Indebtedness or other obligations
of a Restricted Subsidiary owing to the Issuer or any Restricted Subsidiary permitted to be incurred in accordance with Section 4.10 hereof; 

(11)    Liens securing Hedging Obligations so long as, in the case of Hedging Obligations related to
interest, the related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations; 

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

(13)    (a) leases, subleases, licenses or sublicenses (including of real property and intellectual
property) granted to others in the ordinary course of business; and (b) with respect to any leasehold interest held by the Issuer or any of its Restricted Subsidiaries, the terms of the leases granting such leasehold interest and the rights of
lessors thereunder and any Lien granted by any lessor, in the case of each of clauses (a) and (b) above which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not
secure any Indebtedness; 
 (14)    Liens arising from Uniform Commercial Code (or equivalent statute)
financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business; 

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

(16)    Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary
course of business; 
 (17)    Liens on accounts receivable and related assets granted in connection with
any Receivables Facility; provided, that the aggregate outstanding principal amount under such Receivables Facility, when aggregated with the outstanding principal amount under all other Receivables Facilities then outstanding and incurred
pursuant to this clause (17), shall not exceed the greater of (x) $150.0 million and (y) 3.00% of Total Assets determined at the time of incurrence; 

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

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

(20)    other Liens securing Obligations in an aggregate principal amount at any one time outstanding not
in excess of the greater of (x) $125.0 million and (y) 2.50% of Total Assets determined at the time of incurrence; 

  
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 (21)    Liens securing judgments for the payment of
money not constituting an Event of Default under clause (5) under Section 6.01(a) hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment
have not been finally terminated or the period within which such proceedings may be initiated has not expired; 

(22)    Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of
customs duties in connection with the importation of goods; 
 (23)    Liens (i) of a collection
bank arising under Section 4-208 or 4-210 (as applicable) of the Uniform Commercial Code or any comparable or successor provision on items in the course of
collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking or other financial institutions arising as a matter of law or
pursuant to customary depositary terms encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; 

(24)    Liens deemed to exist in connection with Investments in repurchase agreements permitted under
Section 4.10 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 

(25)    Liens encumbering reasonable and customary initial deposits and margin deposits and similar Liens
attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 

(26)    banker’s liens, Liens that are statutory, common law or contractual rights of set-off and other similar Liens, in each case (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness or (ii) relating to pooled
deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating
to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; 

(27)    Liens on assets of Non-Guarantor Subsidiaries securing
Indebtedness of such Non-Guarantor Subsidiary; 
 (28)    Liens
on the Equity Interests of Unrestricted Subsidiaries that secure Indebtedness of such Unrestricted Subsidiaries; 

(29)    any encumbrance or restriction (including put and call arrangements) with respect to capital stock
of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; 

(30)    Liens on property or assets used to defease or to irrevocably satisfy and discharge Indebtedness;
provided that such defeasance or satisfaction and discharge is not prohibited by this Indenture; 

(31)    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; 
 (32)    Liens incurred to secure cash
management services or to implement cash pooling arrangements in the ordinary course of business; and 

(33)    Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted
Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Permitted Investment. 
 For purposes of this
definition, the term “Indebtedness” shall be deemed to include interest on and the costs in respect of such Indebtedness. 

  
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 “Permitted Non-Cash Consideration”
means non-cash consideration received by the Issuer or any of its Restricted Subsidiaries in connection with the lease, other disposition or provision of advertising time or other goods and services provided
by the Issuer and its Restricted Subsidiaries to customers in the ordinary course of business. 
 “Person” means any
individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation,
dissolution, or winding-up. 
 “Private Placement Legend” means the legend set
forth in Section 2.06(f)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture. 

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

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes
publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be. 

“Rating Category” means (a) with respect to S&P, any of the following categories: BB, B, CCC, CC, C and D (or
equivalent successor categories); (b) with respect to Moody’s, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (c) the equivalent of any such category of S&P or Moody’s used by
another Rating Agency selected by the Issuer. In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories ((i) + and – for S&P; (ii) 1, 2 and 3 for Moody’s; and
(iii) the equivalent gradations for another Rating Agency selected by the Issuer) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, or from BB- to B+, will
constitute a decrease of one gradation). 
 “Rating Date” means the date which is 90 days prior to the earlier of
(a) a Change of Control or (b) public notice of the occurrence of a Change of Control or of the intention by the Issuer to effect a Change of Control. 

“Rating Decline” with respect to the Notes shall be deemed to occur if, within 90 days after public notice of the occurrence
of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies with respect to a Rating Category), the rating of the Notes
by each Rating Agency shall be decreased by one or more gradations to or within a Rating Category (including gradations within Rating Categories as well as between Rating Categories) as compared to the rating of the Notes on the Rating Date. The
Trustee shall not be responsible for monitoring whether a Rating Decline has occurred. 
 “Real Property” means,
collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased, licensed or operated by any Person, whether by lease, license or other
means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and other property and rights incidental to the ownership, lease or operation thereof. 

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

  
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 “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 Receivables Facility. 

“Receivables Subsidiary” means any Subsidiary of the Issuer formed for the sole purpose of, and that engages only in the
purchase and sale of accounts receivables under one or more Receivables Facilities and other activities reasonably related thereto. 

“Record Date” for the interest payable on any applicable Interest Payment Date means March 15 and September 15
(whether or not a Business Day) next preceding such Interest Payment Date. 
 “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 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 Regulation S Temporary
Global Note or Regulation S Permanent Global Note, as applicable. 
 “Regulation S Permanent Global Note” means a permanent
Global Note in the form of Exhibit A hereto, as the case may be, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period. 

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto, as the case may
be, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903. 
 “Regulation S Temporary Global Note
Legend” means the legend set forth in Section 2.06(f)(iii) hereof. 
 “Related Business Assets” means assets
(other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be
deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary. 

“Responsible Officer” means, when used with respect to the Trustee, an officer within the corporate trust department of the
Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity
with the particular subject and who shall have direct responsibility for the administration of this Indenture. 
 “Restricted
Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Issuer, except for such restrictions that are contained in agreements governing Indebtedness permitted to
be incurred under Section 4.10 hereof and that is secured by such cash or Cash Equivalents. 
 “Restricted Definitive
Note” means a Definitive Note bearing the Private Placement Legend. 

  
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 “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 40-day distribution compliance period as defined in
Regulation S. 
 “Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of the Issuer (including
any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the
definition of “Restricted Subsidiary.” 
 “Rule 144” means Rule 144 promulgated under the Securities Act.

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

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

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

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services, LLC
business, or any successor rating agency. 
 “Sale and Lease-Back Transaction” means any direct or indirect arrangement
providing for the leasing or licensing by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred for value by the Issuer or such Restricted Subsidiary to a
third Person in contemplation of such leasing or licensing. 
 “SEC” means the U.S. Securities and Exchange Commission.

 “Second Lien Intercreditor Agreement” means the Second Lien Intercreditor Agreement, dated as of April 30, 2019 (as
amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof), by and among the Initial Second Priority Representative (as defined therein), the Senior Credit Facilities Collateral
Agent, the Issuer and the Guarantors. 
 “Second Lien Notes Security Agreement” means that certain second lien notes
security agreement, dated as of April 30, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof), by and among the Issuer, guarantors party thereto and the Notes
Collateral Agent (as defined therein). 
 “Second Priority Lien Obligations” means the Obligations under any Pari
Passu Indebtedness of the Issuer or a Subsidiary Guarantor that is secured by a Lien on the Collateral that is pari passu with the Lien securing the Notes and permitted to be incurred and so secured under Sections 4.10 and 4.13 hereof;
provided that, except in the case of Other Second Priority Lien Obligations, an authorized representative of the holders of such Indebtedness shall have executed a joinder to the Second Lien Intercreditor Agreement. 

“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien. For the
avoidance of doubt, Attributable Debt will be considered to be secured by the asset that is the subject of the Sale and Leaseback Transaction. 

“Secured Parties” means (a) the Notes Collateral Agent, (b) the Trustee, (c) each Holder, (d) the
beneficiaries of each indemnification obligation undertaken by the Issuer, the Guarantors or Notes Collateral Agent under any Notes Document, (e) all Other Second Lien Secured Parties and (f) the permitted successors and assigns of each of
the foregoing. 

  
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 “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder. 
 “Security Documents” means the Second Lien Notes
Security Agreement, security agreements, pledge agreements, collateral assignments and mortgages, as amended, supplemented, restated renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating the
security interests in the Collateral for the benefit of the Trustee, the Notes Collateral Agent and the Holders of the Notes. 

“Senior Credit Facilities” means (i) the credit facilities under the Credit Agreement including any guarantees,
collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and (ii) any indentures or credit
facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement,
refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.10 hereof). 

“Senior Credit Facilities Agent” means JPMorgan Chase Bank, N.A., as the administrative agent under the Credit
Agreement and any successor thereto in such capacity. 
 “Senior Credit Facilities Collateral Agent” means JPMorgan
Chase Bank, N.A., as the collateral agent under the Credit Agreement and any successor thereto in such capacity. 
 “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 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 Issue Date. 

“Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on
the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto. 
 “Subordinated
Indebtedness” means: 
 (1)    any Indebtedness of the Issuer which is by its terms subordinated
in right of payment to the Notes, and 
 (2)    any Indebtedness of a Subsidiary Guarantor which is by
its terms subordinated in right of payment to the Guarantee of such entity. 
 “Subsidiary” means, with respect to any
Person: 
 (1)    any corporation, association, or other business entity (other than a partnership, joint
venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and 

  
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 (2)    any partnership, joint venture, limited liability
company or similar entity of which 
 (x)    more than 50% of the capital accounts, distribution rights,
total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in
the form of membership, general, special or limited partnership or otherwise, and 
 (y)    such Person
or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity. 
 “Subsidiary
Guarantor” means each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture. 

“Total Assets” means total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, shown on the most
recent balance sheet of the Issuer and its Restricted Subsidiaries as may be expressly stated without giving effect to any amortization of the amount of intangible assets since the Issue Date, with such pro forma adjustments as are
appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Net Leverage Ratio.” 

“Transactions” means the issuance and sale of the Notes and the application of the proceeds as set forth in the Offering
Memorandum under “Use of Proceeds”. 
 “Treasury Rate” means, as of any redemption date, the yield to maturity as
of such redemption date of 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
the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to March 31, 2024; provided, however,
that if the period from the redemption date to March 31, 2024 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used. 

“Trustee” Deutsche Bank Trust Company Americas, as trustee, until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Uniform Commercial Code”
or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may
be required to apply to any item or items of Collateral. 
 “Unrestricted Definitive Note” means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement Legend. 
 “Unrestricted Global Note” means a
permanent Global Note, substantially in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited
with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend. 

“Unrestricted Subsidiary” means: 

(1)    any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as
designated by the Issuer, as provided below); and 
 (2)    any Subsidiary of an Unrestricted Subsidiary.

 The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary unless, as of the time of designation, such 

  
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Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any Subsidiary of the Issuer (other than solely any
Subsidiary of the Subsidiary to be so designated); provided that: 
 (1)    such designation
complies with Section 4.07 hereof; and 
 (2)    each of: 

(a)    the Subsidiary to be so designated; and 

(b)    its Subsidiaries 

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with
respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary except for Liens described in clause (28) of the definition of “Permitted Liens.” 

The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to
such designation, no Default shall have occurred and be continuing and either: 
 (1)    the Issuer could
incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test described in Section 4.10(a) hereof; or 

(2)    the Consolidated Net Leverage Ratio for the Issuer and its Restricted Subsidiaries would be less
than or equal to such ratio immediately prior to such designation, 
 in each case on a pro forma basis taking into account such designation. 

Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution
of the Board of Directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. 

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

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in
the election of the board of directors or other governing body of such Person. 
 “Weighted Average Life to Maturity”
means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: 

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

(2)    the sum of all such payments. 

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which
(other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person. 

  
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	Section 1.02.	 Other Definitions. 



 

			
	 Term
	  	Defined
in Section
	 “Acceptable Commitment”
	  	4.11
	 “Affiliate Transaction”
	  	4.12
	 “Applicable Law”
	  	13.15
	 “Asset Sale Offer”
	  	4.11
	 “Authentication Order”
	  	2.02
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Payment Date”
	  	4.15
	 “Covenant Defeasance”
	  	8.03
	 “Covenant Suspension Event”
	  	4.17
	 “Directing Holder”
	  	6.02(a)
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.11
	 “incur,” “incurrence”
	  	4.10
	 “LCT Election”
	  	1.06
	 “LCT Test Date”
	  	1.06
	 “Legal Defeasance”
	  	8.02
	 “Note Register”
	  	2.03
	 “Noteholder Direction”
	  	6.02(a)
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Paying Agent”
	  	2.03
	 “Position Representation”
	  	6.02(a)
	 “Purchase Date”
	  	3.09
	 “Refinancing Indebtedness”
	  	4.10
	 “Refunding Capital Stock”
	  	4.07
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07
	 “Reversion Date”
	  	4.17
	 “Successor Company”
	  	5.01
	 “Successor Person”
	  	5.01
	 “Suspended Covenant”
	  	4.17
	 “Suspension Period”
	  	4.17
	 “Tax Group”
	  	4.07
	 “Verification Covenant”
	  	6.02(a)

  

	Section 1.03.	 [Reserved]. 


  


	Section 1.04.	 Rules of Construction. 



Unless the context otherwise requires: 

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

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

 (c)    “or” is not exclusive; 

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

  
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 (e)    references to “shall” and
“will” are intended to have the same meaning; 
 (f)    provisions apply to successive
events and transactions; 
 (g)    references to sections of, or rules under, the Securities Act shall be
deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time; 

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

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

(j)    unless otherwise specifically indicated, the term “consolidated” with respect to
any Person refers to such Person consolidated with the Issuer and its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person. 

 

	Section 1.05.	 Acts of Holders. 



(a)    Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such
agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this
Section 1.05. 
 (b)    The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to
him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. 

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

(d)    Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note
shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the
Issuer in reliance thereon, whether or not notation of such action is made upon such Note. 
 (e)    The Issuer may set
a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or
permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any
such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation. 

(f)    Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note
may do so with regard to all or any part of the principal amount of such Note or by one or more duly 

  
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appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with
regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. 

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

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

	Section 1.06.	 Limited Condition Transactions. 



When calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in
connection with any Limited Condition Transaction, any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the
use of proceeds therefrom, the incurrence of Liens and Restricted Payments), and determining compliance with Defaults and Events of Default, in each case, at the option of the Issuer (the Issuer’s election to exercise such option, an
“LCT Election”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including,
without limitation, as to the absence of any continuing Default or Event of Default) under this Indenture shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date
of delivery of an irrevocable notice or similar event) (the “LCT Test Date”), and if, after giving effect to the Limited Condition Transaction and any actions or transactions related thereto (including, without limitation,
acquisitions, Investments, the incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds therefrom, the incurrence of Liens and Restricted Payments) on a pro forma basis, the Issuer or any of its
Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related requirements and conditions), such ratio, test or
basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes under the indenture (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or
otherwise Incurred at the LCT Test Date or at any time thereafter); provided, that compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT
Test Date for such Limited Condition Transaction or any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the
use of proceeds therefrom, the incurrence of Liens and Restricted Payments). 
 For the avoidance of doubt, if the Issuer has made an LCT
Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result
of fluctuations in any such ratio, test or basket, including due to fluctuations in EBITDA or Total Assets of the Issuer or the Person subject to such Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have been
exceeded or failed to have been complied with as a result of such fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was
determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or Event of Default), such requirements and conditions


  
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will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (3) in calculating
the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition
Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without
consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction. 

ARTICLE 2 
 THE NOTES 

 

	Section 2.01.	 Form and Dating; Terms. 



(a)    General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of
Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of the Trustee’s authentication. The Notes shall be in denominations of $2,000 and
integral multiples of $1,000 in excess of $2,000. 
 (b)    Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the
form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall
be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the
aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee as Custodian, in accordance with instructions given by the Holder thereof as required by hereof. 

(c)    Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the
form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Custodian, and registered in the name of the Depositary or the nominee of the Depositary for
the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Upon the expiry of the Restricted Period, beneficial interests in each Regulation
S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global Note, the Trustee shall
cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 

(d)    Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture
is unlimited. 
 The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture
and the Issuer, the Subsidiary 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. 

  
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 The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as
provided in Section 4.11 hereof or a Change of Control Offer as provided in Section 4.15 hereof. The Notes shall not be redeemable, other than as provided in Article 3. 

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to
or consent of the Holders and shall be consolidated with and form a single class with the other Notes (including any Initial Notes or other Additional Notes) and shall have the same terms as to status, redemption or otherwise as such Notes;
provided that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance with Section 4.10 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this
Indenture. 
 (e)    Euroclear 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 shall be applicable to
transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream. 

 

	Section 2.02.	 Execution and Authentication. 



At least one Officer of the Issuer shall execute the Notes 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 shall nevertheless be
valid. 
 A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated
substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this
Indenture. 
 On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”),
authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such
Authentication Order for such Additional Notes issued hereunder. 
 The Trustee may appoint an authenticating agent acceptable to the Issuer
to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same
rights as an Agent to deal with Holders or an Affiliate of the Issuer. 
  

	Section 2.03.	 Registrar and Paying Agent. 



The Issuer shall maintain (i) an office or agency in the Borough of Manhattan, City of New York, the State of New York where Notes may be
presented for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency in the Borough of Manhattan, the City of New York, the State of New York where Notes may be presented for payment (the
“Paying Agent”). The Registrar shall maintain a register reflecting ownership of the Notes outstanding from time to time (“Note Register”) and shall make payments on and facilitate transfer of Notes on behalf of the
Issuer. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar. The
term “Paying Agent” includes any additional paying agents. The Issuer initially appoints the Trustee as (i) Registrar and Paying Agent and (ii) the Custodian with respect to the Global Notes. The Issuer may change the
Paying Agents or the Registrars without prior notice to the Holders. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as a Paying Agent or a Registrar. All Agents appointed under this Indenture shall be appointed pursuant to agency agreements among the Issuer,
the Trustee and the Agent, as applicable. 

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

	Section 2.04.	 Paying Agent to Hold Money in Trust. 



The Issuer shall require the Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit
of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee in writing of any default by the Issuer in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent
(if other than the Issuer or one of its respective Subsidiaries) shall have no further liability for the money. If the Issuer or one of its respective Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes. 

 

	Section 2.05.	 Holder Lists. 



The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of
all Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of the Holders. 
  

	Section 2.06.	 Transfer and Exchange. 



(a)    Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note
may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor. A beneficial interest in a Global Note shall be exchangeable for a Definitive Note if (A) the
Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note and a successor Depositary is not appointed by the Issuer within 90 days of such notice or (B) in the case of any Global Note, there
shall have occurred and be continuing an Event of Default with respect to such Global Note and the Depositary has requested the issuance of Definitive Notes. Upon the occurrence of any of the preceding events in clause (A) or (B) above,
Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary
procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in clause (A) or (B)
above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and
exchanged as provided in Section 2.06(b) or (c) hereof. 
 (b)    Transfer and Exchange of Beneficial
Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be transferred or exchanged only for
beneficial interests in Global Notes pursuant to this clause (b). Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other
following subparagraphs, as applicable: 
 (i)    Transfer of Beneficial Interests in the Same Global
Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in
the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of 

  
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beneficial interests in a Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than 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)(i). 
 (ii)    All Other
Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must
deliver to the Registrar either (A) (1) a written order from 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 (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be
credited with such increase or (B) (1) 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 (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect
the transfer or exchange referred to in clause (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Regulation S Temporary Global Note prior to (A) the
expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. 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(g) hereof. 

(iii)    Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest
in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the
Registrar receives the following: 
 (A)    if the transferee will take delivery in the form of a
beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or 

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

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

  
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 and, 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)(iv) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee 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)(iv). 

(v)    Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial
Interests in a Restricted Global Note Prohibited. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

 (c)    Transfer or Exchange of Beneficial Interests for Definitive Notes. Beneficial interests in Global Notes
shall be exchanged for Definitive Notes only pursuant to this clause (c): 
 (i)    Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in clause (A) or (B) of Section 2.06(a) hereof, subject to satisfaction of the conditions set forth
in Section 2.06(b)(ii) hereof and receipt by the Registrar of the following documentation: 

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

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

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

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

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

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

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g)
hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c) 

  
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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 mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global
Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 

(ii)    Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.
Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in a Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive
Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act. 

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

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

(B)    if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item
(4) thereof; 
 and, 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. 
 (iv)    Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in clause (A) or (B) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall
cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the
instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend. 

(d)    Transfer and Exchange of Definitive Notes for Beneficial Interests. Restricted Definitive Notes shall be
exchanged for beneficial interests in Restricted Global Notes only pursuant to this clause (d): 

(i)    Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder
of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in


  
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the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 

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

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

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

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

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

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

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

(ii)    Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder
of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note only if the Registrar receives the following: 
 (A)    if the Holder of such
Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

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

and, 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)(ii), the
Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

  
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 (iii)    Unrestricted Definitive Notes to Beneficial
Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the
aggregate principal amount of one of the Unrestricted Global Notes. 
 If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall 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 shall register the transfer or exchange of Definitive Notes. Definitive Notes shall be exchanged for Definitive Notes only pursuant to this clause (e).
Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this
Section 2.06(e): 
 (i)    Restricted Definitive Notes to Restricted Definitive Notes. Any
Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

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

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

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

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

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

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

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

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

(i)    Private Placement Legend. 

(A)    Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and
all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE
CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION
HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]”


  
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 (B)    Notwithstanding the foregoing, any Global Note or
Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement
Legend. 
 (ii)    Global Note Legend. Each Global Note shall bear a legend in substantially the
following form: 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN
CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(g) OF THE INDENTURE,
(II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND
(IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 

(iii)    Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall
bear a legend in substantially the following form: 
 “THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).” 

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

  
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 (h)    General Provisions Relating to Transfers and Exchanges.

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

(ii)    The Registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in
connection with a transfer of Notes. 
 (iii)    No service charge shall be made to a holder of a beneficial interest in
a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but Holders shall pay all taxes due on transfer (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer
pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.11, 4.15, and 9.04 hereof). 
 (iv)    Neither the Registrar nor the
Issuer shall be required to register the transfer of or exchange any Note selected for redemption. 
 (v)    All Global
Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as
the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
 (vi)    The Issuer
shall not be required (A) to issue, register the transfer of or exchange any Note for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed, (B) to transfer or exchange any Note selected for redemption,
(C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date or (D) to register the transfer of or to exchange any Notes selected for redemption or tendered (and not withdrawn)
for repurchase in connection with a Change of Control Offer or an Asset Sale Offer. 
 (vii)    Prior to due presentment
for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and
premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. 

(viii)    Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated
pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a
like aggregate principal amount. 
 (ix)    At the option of the Holder, Notes may be exchanged for other Notes of any
authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall
execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof. 

(x)    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. 
 (xi)    The Trustee
shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any
transfers between or among Depositary Participants or beneficial owners of interests in any Global Notes) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

  
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 (xii)    Neither the Trustee nor any Agent shall have any responsibility
or liability for any actions taken or not taken by the Depositary. 
  

	Section 2.07.	 Replacement Notes. 



If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to its satisfaction of the
ownership and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. An indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge
for its expenses (including the expenses of the Trustee) in replacing a Note. 
 Every replacement Note is a contractual obligation of the
Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
  

	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 Issuer or an Affiliate of the Issuer holds the Note. 
 If a Note is replaced pursuant to
Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide 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 Issuer, a Subsidiary of the Issuer 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 shall be deemed to be no longer outstanding and shall cease to accrue interest. 

 

	Section 2.09.	 Treasury Notes. 



In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by
the Issuer, or by any Affiliate of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a
Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. 
  

	Section 2.10.	 Temporary Notes. 



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

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

  
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	Section 2.11.	 Cancellation. 



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

Section 2.12. Defaulted Interest. 

If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest to the Persons who are Holders of Notes on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify the
Trustee (and the Trustee) in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee, an amount of money equal to the aggregate
amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee, for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than ten
(10) days prior to the related payment date for such defaulted interest. The Trustee shall notify the Issuer of such special record date promptly, and in any event at least 20 days before such special record date. At least 15 days before the
special record date, the Issuer (or, upon the written request of the Issuer or the Trustee, in the name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as
it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid. 

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 

 

	Section 2.13.	 CUSIP/ISIN Numbers. 



The Issuer in issuing the Notes may use CUSIP or ISIN numbers, as applicable, (if then generally in use) and, if so, the Trustee shall use
CUSIP or ISIN numbers, as applicable, in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will as
promptly as practicable notify the Trustee in writing of any change in the CUSIP or ISIN Code numbers, as applicable. Additional Notes will not be issued with the same CUSIP, if any, as any existing Notes unless such Additional Notes are fungible
with such existing Notes for U.S. federal income tax purposes. 
 ARTICLE 3 

REDEMPTION 
  

	Section 3.01.	 Notices to Trustee. 



If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least five (5) Business
Days before notice of redemption is mailed or caused to be mailed to the applicable Holders pursuant to Section 3.03 hereof, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this
Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price. 

  
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	Section 3.02.	 Selection of Notes to Be Redeemed or Purchased. 



If the Issuer is redeeming or purchasing pursuant to Section 4.11 or 4.15 hereof less than all of the Notes at any time, the Trustee shall
select the Notes to be redeemed or purchased (a) on a pro rata basis to the extent practicable or (b) by lot or such other similar method in accordance with the procedures of DTC; provided that no Notes of $2,000 or less
shall be redeemed or repurchased in part. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 10 nor more than 60 days prior to
the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 
 The Trustee shall
promptly notify the Issuer 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 shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; no Notes of $2,000 or less can be redeemed in part, 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, even if not a multiple of $1,000, 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 Purchase or Redemption. 



Subject to Section 3.09 hereof, the Issuer shall mail or cause to be mailed by first-class mail, postage prepaid, or delivered
electronically if the Notes are held at DTC, notices of purchase or redemption at least 10 but not more than 60 days before the purchase or redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except that
redemption notices may be mailed, or delivered electronically if the Notes are held at DTC, more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 hereof. 

The notice shall identify the Notes (including the CUSIP or ISIN number) to be purchased or redeemed and shall state: 

(a)    the purchase or redemption date; 

(b)    the purchase or redemption price; 

(c)    if any Note is to be purchased or redeemed in part only, the portion of the principal amount of that
Note that has been or is to be purchased or redeemed and that, after the redemption date upon surrender of such Note, the Issuer will issue a new Note or Notes in principal amount equal to the unredeemed portion of the original Note in the name of
the Holder upon cancellation of the original Note; 
 (d)    the name and address of the Paying Agent;

 (e)    that Notes called for redemption must be surrendered to the Paying Agent to collect the
redemption price; 
 (f)    that, unless the Issuer defaults in making such redemption payment, interest
on Notes called for redemption ceases to accrue on and after the redemption date; 
 (g)    the paragraph
or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for purchase or redemption are being redeemed; 

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

(i)    any condition to such redemption. 

At the Issuer’s request, the Trustee shall give the notice of purchase or redemption in the Issuer’s name and at its expense;
provided that the Issuer shall have delivered to the Trustee, at least 5 Business Days before notice of redemption is required to be mailed or caused to be mailed, or delivered electronically if the Notes are held at DTC, to Holders pursuant
to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s 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, or delivered electronically if the Notes are held at DTC, in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided for in Paragraph 5(c) and 5(e) of the applicable Note). The notice, if mailed or electronically delivered in a manner
herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in
whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for
redemption. 
  

	Section 3.05.	 Deposit of Redemption or Purchase Price. 



Prior to 12:00 p.m. (New York City time) on the redemption or purchase date, the Issuer shall deposit with the Paying Agent money sufficient to
pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be redeemed or purchased on that date. The Paying Agent shall promptly return to the Issuer any money deposited with the Paying Agent by the Issuer in excess of
the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased. 
 If the
Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall 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 a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on
such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer 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 accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and
in Section 4.01 hereof. 
  

	Section 3.06.	 Notes Redeemed or Purchased in Part. 



Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the
expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s
Certificate is required for the Trustee to authenticate such new Note. 
  

	Section 3.07.	 Optional Redemption. 



The Notes may be redeemed, at any time in whole, or from time to time in part, subject to the conditions and at the redemption prices set forth
in Paragraph 5 of the form of Notes set forth in Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest, if any, to the redemption date. 

  
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	Section 3.08.	 Mandatory Redemption. 



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

 

	Section 3.09.	 Offers to Repurchase by Application of Excess Proceeds. 



(a)    In the event that, pursuant to Section 4.11 hereof, the Issuer shall be required to commence an Asset Sale
Offer, it shall follow the procedures specified below. 
 (b)    The Asset Sale Offer shall remain open for a period of
20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the
“Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required by the terms of any Pari Passu Indebtedness, such Pari Passu Indebtedness (on a pro rata
basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest
payments are made. 
 (c)    If the Purchase Date is on or after a Record Date and on or before the related Interest
Payment Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer. 
 (d)    Upon the commencement of an Asset Sale Offer, the
Issuer shall send, by first-class mail, or deliver electronically if the Notes are held at DTC, a notice to each of the Holders, with a copy to the Trustee and Agents. The notice shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and, if required by the terms of any Pari Passu Indebtedness, holders of such Pari Passu Indebtedness. The notice, which shall govern the
terms of the Asset Sale Offer, shall state: 
 (i)    that the Asset Sale Offer is being made pursuant to
this Section 3.09 and Section 4.11 hereof and the length of time the Asset Sale Offer shall remain open; 

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

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

(iv)    that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to
the Asset Sale Offer shall cease to accrue interest after the Purchase Date; 
 (v)    that Holders
electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000; 

(vi)    that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required
to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at
the address specified in the notice at least three days before the Purchase Date; 
 (vii)    that
Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receive, 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; 

  
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 (viii)    that, if the aggregate principal amount of
Notes and Pari Passu Indebtedness surrendered by the Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased (a) on a pro rata basis based on the amount (determined as
set forth above) of the Notes and such Pari Passu Indebtedness tendered or (b) by lot or such similar method in accordance with the procedures of DTC; provided that no notes of $2,000 or less shall be repurchased in part; and 

(ix)    that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. 

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

(f)    The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order,
shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate
is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that
each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce
the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. 
 Other than as specifically provided in this
Section 3.09 or Section 4.11 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof. 

ARTICLE 4 
 COVENANTS 

 

	Section 4.01.	 Payment of Notes. 



The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided
in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary, holds as of 12:00 P.M. (New York City time) on the due date money deposited by the Issuer
in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 
 The Issuer
shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest at the same rate to the extent lawful. 

  
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	Section 4.02.	 Maintenance of Office or Agency. 



The Issuer shall maintain the office or agency required under Section 2.03 hereof (which may be an office of the Trustee or an Affiliate
of the Trustee) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to
the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
 The Issuer may also
from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or
rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency required under Section 2.03 hereof. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency. 
 The Issuer hereby designates the Corporate Trust Office of the Trustee as one
such office or agency of the Issuer in accordance with Section 2.03 hereof. 
  

	Section 4.03.	 Reports and Other Information. 



Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise
report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC, or make publicly available on its website, from and after
the Issue Date, 
 (1)    within the time period (including any applicable grace period) then in effect
under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; 

(2)    within the time period (including any applicable grace period) then in effect under the rules and
regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year,
reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and 

(3)    within the time period (including any applicable grace period) then in effect under the rules and
regulations of the Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form
8-K, or any successor or comparable form; 
 in each case, in a manner that complies in all material respects with
the requirements specified in such form; provided that in the case of the foregoing clauses (1) and (2), such information is included or incorporated by reference in the Offering Memorandum. The Trustee shall have no responsibility
whatsoever to determine whether such filing or any other filing requirement described above has occurred. 
 The filing requirements set
forth above for the applicable period may also be satisfied by the Issuer (i) by the filing with the SEC of a shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act or (ii) with respect to its reporting obligations pursuant to clauses (1) and (2) above, by including in a registration statement filed with SEC quarterly or annual updates, as
applicable, to the applicable disclosures set forth therein and without otherwise satisfying the requirements of Form 10-K or 10-Q; provided that, except as set
forth in the immediately preceding clause with respect to scope of disclosure, this paragraph shall not supersede or in any manner suspend or delay the Issuer’s reporting obligations, or the time periods required therefor, set forth above. 


  
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 The Issuer will be deemed to have satisfied the requirements of this Section 4.03 if
any direct or indirect parent of the Issuer (including the Parent) files reports, documents and information of the types otherwise so required on a consolidated basis, provided that, the same is accompanied by consolidating information that explains
in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the
Subsidiary Guarantors and the other Subsidiaries of the Issuer on a stand-alone basis, on the other hand, unless such differences are immaterial, in which case no such consolidating information will be required. In addition, to the extent not
satisfied by the foregoing, the Issuer agrees that, for so long as any Notes are outstanding, it will furnish to 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. 
 Notwithstanding anything herein to the contrary, any failure to comply with this
Section 4.03 shall be automatically cured when the Issuer or any direct or indirect parent of the Issuer, as the case may be, makes available all required reports to the Holders of the Notes. 

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

	Section 4.04.	 Compliance Certificate. 



(a)    The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue
Date, a certificate from, with respect to the Issuer, the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and the Restricted Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer
signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default in the performance or observance of any
of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred and is continuing, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or propose to take
with respect thereto). 
 (b)    The Issuer shall, within ten (10) Business Days after becoming aware of any
Default, deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such Default and what action the Issuer proposes to take with respect thereto. 

 

	Section 4.05.	 Taxes. 



The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by appropriate negotiations or 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 Issuer and each of the Subsidiary Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the
Issuer and each of the Subsidiary Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 

  
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	Section 4.07.	 Limitation on Restricted Payments. 



(a)    (1) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 

(I)    declare or pay any dividend or make any payment or distribution on account of the Issuer’s or
any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than: 

(A)    dividends or distributions payable by the Issuer in Equity Interests (other than Disqualified
Stock) of the Issuer; or 
 (B)    dividends or distributions by a Restricted Subsidiary so long as, in
the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro
rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities; 

(II)    purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the
Parent or the Issuer, including in connection with any merger or consolidation; 
 (III)    make any
voluntary principal payment on, or voluntarily redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to a date that is 90 days prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated
Indebtedness other than the payment, redemption, repurchase, defeasance, acquisition or retirement of: 

(A)    Indebtedness permitted under clause (7) of Section 4.10(b) hereof; or 

(B)    Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of payment, redemption, repurchase, defeasance, acquisition or retirement; or 

(IV)    make any Restricted Investment 

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted
Payments”), unless, at the time of such Restricted Payment: 
 (1)    no Default shall have
occurred and be continuing or would occur as a consequence thereof; 
 (2)    immediately after giving
effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test set forth in Section 4.10(a) hereof; and 

(3)    such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by
the Issuer and its Restricted Subsidiaries (and not rescinded or refunded) after October 17, 2016 (including Restricted Payments permitted by clauses (1) and (9) of Section 4.07(b) hereof, but excluding all other Restricted Payments
permitted by Section 4.07(b) hereof), is less than the sum of (without duplication): 
 (a)    (i)
100% of EBITDA of the Issuer for the period (taken as one accounting period) beginning on October 17, 2016 to the end of the Issuer’s most recently completed fiscal quarter for which internal financial statements are available at the time
of such Restricted Payment, minus 

  
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 (ii)    the product of: 

(x)    1.4; and 

(y)    Consolidated Interest Expense of the Issuer for the same period (taken as one accounting period);
plus 
 (b)    100% of the aggregate net cash proceeds and the fair market value, as determined
in good faith by the Issuer, of marketable securities or other property received by the Issuer since immediately after October 17, 2016 from the issue or sale of: 

(i)    Equity Interests of the Parent or the Issuer but excluding cash proceeds and the fair market value,
as determined in good faith by the Issuer, of marketable securities or other property received from the sale of Equity Interests to members of management, directors or consultants of the Issuer after October 17, 2016 to the extent such amounts
have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and 

(ii)    Indebtedness or Disqualified Stock of the Parent, Issuer or a Restricted Subsidiary that has been
converted into or exchanged for Equity Interests of the Parent or the Issuer; 
 provided, however, that this clause
(b) shall not include the proceeds from (x) Refunding Capital Stock (as defined below), (y) Equity Interests, Indebtedness or Disqualified Stock of the Parent or the Issuer sold to a Restricted Subsidiary or (z) Disqualified Stock or
Indebtedness that has been converted or exchanged into Disqualified Stock; plus 
 (c)    100% of
the aggregate amount of cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property contributed to the capital of the Issuer following October 17, 2016 (other than by a Restricted
Subsidiary); plus 
 (d)    to the extent that any Restricted Investment that was made after
October 17, 2016 is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount
of such Restricted Investment (in either case except to the extent any such amount has already been included in the calculation of EBITDA); plus 

(e)    in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after
October 17, 2016, the fair market value of the Investment in such Unrestricted Subsidiary (as determined by the Issuer in good faith or if such fair market value exceeds $50.0 million, in writing by an Independent Financial Advisor) at the
time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment; plus 

(f)    $150.0 million. 

(b)    Section 4.07(a) hereof shall not prohibit: 

(1)    the payment of any dividend or distribution or the consummation of any irrevocable redemption within
60 days after the date of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Indenture; 

(2)    the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Parent or
the Issuer, or of Subordinated Indebtedness of the Parent, the Issuer or any Subsidiary Guarantor, 

  
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in exchange for, or out of the proceeds of the substantially concurrent issuance or sale (other than to a Restricted Subsidiary or to an employee stock ownership plan or any trust established by
the Issuer) of, Equity Interests of the Parent or the Issuer (other than Disqualified Stock) (collectively, the “Refunding Capital Stock”); 

(3)    the purchase, redemption, defeasance, repurchase or other acquisition or retirement of Subordinated
Indebtedness of the Issuer or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent incurrence of, new Indebtedness of the Issuer or a Subsidiary Guarantor, as the case may be, which is incurred in
compliance with Section 4.10 hereof so long as: 
 (a)    the principal amount (or accreted value,
if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so purchased, redeemed, defeased, repurchased,
acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so purchased, redeemed, defeased, repurchased, acquired or retired and any fees
and expenses incurred in connection with the issuance of such new Indebtedness; 
 (b)    such new
Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired for value; 

(c)    such new Indebtedness has a final scheduled maturity date equal to or later than the final
scheduled maturity date of the Subordinated Indebtedness being so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired; and 

(d)    such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the
remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so purchased, exchanged, redeemed, defeased, repurchased, acquired or retired; 

(4)    a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for
value of Equity Interests (other than Disqualified Stock) of the Parent or the Issuer held by any future, present or former employee, director or consultant of the Parent or the Issuer or any of its Subsidiaries pursuant to any management equity
plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do
not exceed in any calendar year the greater of (x) $25.0 million and (y) 0.5% of Total Assets (with unused amounts in any calendar year being carried over for one additional calendar year); provided, further, that such
amount in any calendar year may be increased by an amount not to exceed: 
 (a)    the cash proceeds
from the sale of Equity Interests (other than Disqualified Stock) of the Parent or the Issuer to members of management, directors or consultants of the Issuer or any of its Subsidiaries that occurs after the Issue Date, to the extent the cash
proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus 

(b)    the cash proceeds of key man life insurance policies received by the Parent or the Issuer or any of
its Restricted Subsidiaries after the Issue Date; less 
 (c)    the amount of any Restricted
Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4); 
 and provided further that
cancellation of Indebtedness owing to the Parent or the Issuer or any Restricted Subsidiary from members of management of the Issuer or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the
Parent or the Issuer will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture; 

  
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 (5)    repurchases of Equity Interests deemed to occur
(i) upon exercise of stock options, stock appreciation rights or warrants if such Equity Interests represent a portion of the exercise price of such options, stock appreciation rights or warrants or (ii) for purposes of satisfying any
required tax withholding obligation upon the exercise or vesting of a grant or award that was granted or awarded to an employee; 

(6)    any other Restricted Payment so long as, on a pro forma basis after giving effect to such
Restricted Payment, the Consolidated Net Leverage Ratio is less than 2.50 to 1.00; 

(7)    distributions or payments of Receivables Fees; 

(8)    any Restricted Payment used to fund the Transactions; 

(9)    the repurchase, redemption, defeasance or other acquisition or retirement for value of any
Subordinated Indebtedness pursuant to the provisions similar to those described under Section 4.11 and Section 4.15 hereof; provided that prior to any such repurchase, redemption, defeasance or other acquisition or retirement for
value, 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; 

(10)    the repurchase, redemption or other acquisition for value of Equity Interests of the Parent or the
Issuer deemed to occur in connection with paying cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse share split, merger, consolidation, amalgamation or other business
combination of the Parent, the Issuer or its Subsidiaries, in each case, permitted under this Indenture; 

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

(12)    for any taxable period in which the taxable income of the Issuer and/or any of its Subsidiaries is
included in a consolidated, combined or similar income tax group of which a direct or indirect parent of the Issuer is the common parent (a “Tax Group”), an amount not to exceed the tax liabilities that the Issuer and the applicable
Subsidiaries, in the aggregate, would have been required to pay with respect to such taxable income if such entities were a standalone group of corporations separate from such Tax Group (provided that, if the Issuer or any Subsidiary pays any
portion of such tax liabilities directly to any taxing authority, a Restricted Payment in duplication of such amount shall not be permitted to be made pursuant to this clause (12)); 

(13)    the declaration and payment of distributions or dividends, as applicable, by the Issuer or its
Restricted Subsidiaries to, or the making of loans to, any direct or indirect parent, including the Parent, in amounts required for any such direct or indirect parents to pay, in each case without duplication, 

(a)    franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

 (b)    customary salary, bonus, indemnification obligations and other benefits payable to directors,
officers and employees of any direct or indirect parent company of the Issuer, including the Parent; 

(c)    general corporate operating and overhead costs and expenses of any direct or indirect parent
company of the Issuer, including the Parent; and 

  
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 (d)    fees and expenses other than to Affiliates of
the Issuer related to any equity or debt offering or other financing transaction of such parent entity; 

(14)    the declaration and payment of regularly scheduled or accrued dividends to holders of any class or
series of Disqualified Stock of the Issuer or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiaries issued or incurred in accordance with Section 4.10 hereof; 

(15)    payments of cash, or dividends, distributions or advances by the Issuer or any Restricted
Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person; 

(16)    mandatory redemptions or repurchases of Disqualified Stock the issuance of which itself constituted
a Restricted Payment or Permitted Investment otherwise permissible hereunder; and 
 (17)    the
purchase, repurchase or other acquisition of Subordinated Indebtedness in an amount not to exceed $25.0 million; 
 provided, however,
that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (6) or (11) above, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof. 

(c)    As of the Issue Date, substantially all of the Issuer’s Subsidiaries will be Restricted Subsidiaries. The
Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an
Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be an Investment in an amount determined as set forth in the
definition of “Investment.” Such designation shall be permitted only if an Investment in such amount would be permitted at such time, whether as a Restricted Payment or a Permitted Investment, and if such Subsidiary otherwise meets the
definition of an “Unrestricted Subsidiary.” Unrestricted Subsidiaries will not be subject to any of the covenants set forth in this Indenture. 
  

	Section 4.08.	 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 



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

(1)    (A) pay dividends or make any other distributions to the Issuer or any of its Restricted
Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or 

(B)    pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; 

(2)    make loans or advances to the Issuer or any of its Restricted Subsidiaries; or 

(3)    sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted
Subsidiaries. 
 (b)    The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions
existing under or by reason of: 
 (1)    contractual encumbrances or restrictions (i) in effect on
the Issue Date or (ii) pursuant to the Senior Credit Facilities and the related documentation and related Hedging Obligations; 

  
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 (2)    (i) this Indenture, the Notes and the Guarantees
and (ii) any agreement governing Indebtedness permitted to be incurred pursuant Section 4.10 herein; provided, that the provisions relating to restrictions of the type described in clauses (1) through (3) of Section 4.08(a)
hereof contained in such agreement, taken as a whole, either (x) are not materially more restrictive than the provisions contained in this Indenture or (y) will not affect in any material respect the ability of the Issuer to make principal
and interest payments on the Notes as determined by the Issuer in good faith; 
 (3)    purchase money
obligations and Capitalized Lease Obligations, in each case permitted to be incurred under this Indenture, that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired or leased; 

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

(5)    any agreement or other instrument of a Person acquired by or merged or consolidated with or into the
Issuer or any of its Restricted Subsidiaries in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other
than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; 

(6)    contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of
the Issuer, that impose restrictions solely on the assets to be sold; 
 (7)    Secured Indebtedness
otherwise permitted to be incurred pursuant to Section 4.10 hereof and Section 4.13 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness; 

(8)    restrictions on cash or other deposits or net worth imposed by customers under contracts entered
into in the ordinary course of business; 
 (9)    other Indebtedness, Disqualified Stock or Preferred
Stock of Non-Guarantor Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to Section 4.10 hereof; 

(10)    customary provisions in joint venture agreements or arrangements and other similar agreements or
arrangements relating solely to such joint venture, including the interests therein; 
 (11)    customary
provisions contained in leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary course of business; 

(12)    any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of
Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11)
of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Issuer, either (x) are no more
restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing or
(y) will not affect in any material respect the ability of the Issuer to make principal and interest payments on the Notes; and 

(13)    restrictions created in connection with any Receivables Facility permitted to be incurred pursuant
to clause (17) of the definition of “Permitted Liens” that, in the good faith determination of the Issuer, are necessary or advisable to effect such Receivables Facility; provided that such restrictions apply only to the
applicable Receivables Subsidiary. 

  
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	Section 4.09.	 Additional Subsidiary Guarantees. 



Each of the Restricted Subsidiaries that guarantees the Senior Credit Facilities shall initially Guarantee the Notes. If after the Issue Date
any other Restricted Subsidiary guarantees the Senior Credit Facilities or any other Indebtedness incurred pursuant to Section 4.10(b)(1) hereof, then such Restricted Subsidiary shall (a) become a Subsidiary Guarantor pursuant to a
supplemental indenture to this Indenture substantially in the form attached as Exhibit D hereto and execute and deliver joinders to the Intercreditor Agreement and the Second Lien Notes Security Agreement, in each case within 30 Business Days
of the date on which such Restricted Subsidiary first guarantees such Indebtedness and (b) within the times periods permitted under the Security Documents, create or perfect the security interests in favor of the Notes Collateral Agent for the
benefit of the Secured Parties in the Collateral of such Subsidiary to the extent required by this Indenture. If no such Indebtedness is outstanding, the Notes shall be required to be guaranteed in the future by the then-existing Subsidiary
Guarantors and, additionally, any other Restricted Subsidiary that is a Wholly-Owned Subsidiary that is a Domestic Subsidiary and constitutes a Significant Subsidiary of the Issuer and each such Subsidiary will comply with the requirements of
clauses (a) and (b) above. Notwithstanding any of the foregoing to the contrary, in no event will (i) any CFC, (ii) any direct or indirect Subsidiary of a CFC or (iii) any CFC Holdco be required to Guarantee the Notes unless any
such entity guarantees the Senior Credit Facilities. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor to become a Subsidiary Guarantor. 

 

	Section 4.10.	 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.



 (a)    The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any
Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided,
however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified
Stock and issue shares of Preferred Stock, if the Consolidated Net Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 5.00 to 1.00;
provided, further, however, that Non-Guarantor Subsidiaries may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after giving pro forma effect to such
incurrence or issuance, more than an aggregate of $200.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries is outstanding pursuant to this Section 4.10(a)
and clause (17) of Section 4.10(b) hereof, together with Refinancing Indebtedness in respect thereof outstanding pursuant to clause (12) of Section 4.10(b) hereof. 

(b)    The provisions of Section 4.10(a) hereof shall not apply to: 

(1)    (a) the incurrence of Indebtedness under Credit Facilities by the Issuer or any of its Restricted
Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof);
provided, however, that immediately after giving effect to any such incurrence, the then outstanding aggregate principal amount of all Indebtedness under this clause (1) does not exceed as of the time of incurrence pursuant to
this clause (1)(a), the greater of (x) $1,610 million and (y) an aggregate principal amount of Indebtedness such that the Consolidated Net Secured Debt Ratio is not greater than 3.75 to 1.00 and (b) Indebtedness incurred to refund or
refinance Indebtedness incurred pursuant to clause (1)(a) or this clause (1)(b), including additional Indebtedness to pay accrued and unpaid interest, premium (including tender premium) and penalties thereon plus upfront fees, original issue
discount, and other fees, expenses and debt issuance costs in connection therewith; provided, further, that for purposes of determining the amount of Indebtedness that may be incurred under clause (1)(a)(y), all Indebtedness incurred
thereunder shall be deemed to be secured by a Lien; 
 (2)    the incurrence by the Issuer and any
Subsidiary Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes); 

  
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 (3)    Indebtedness of the Issuer and its Restricted
Subsidiaries in existence on the Issue Date (other than Indebtedness under the Credit Agreement or described in clause (2) of this Section 4.10(b)); 

(4)    Indebtedness (including Capitalized Lease Obligations and Attributable Debt), Disqualified Stock and
Preferred Stock incurred or issued by the Issuer or any of its Restricted Subsidiaries to finance the purchase, lease, construction or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether
through the direct purchase of assets or the Capital Stock of any Person owning such assets, and any Indebtedness incurred to refinance any such Indebtedness, in an aggregate principal amount or liquidation preference which, when aggregated with the
principal amount of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding under this clause (4), together with any Refinancing Indebtedness in respect thereof outstanding pursuant to clause (12) below, does not exceed
the greater of (x) $100.0 million and (y) 2.00% of Total Assets determined at the time of incurrence pursuant to this clause (4); 

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

(6)    Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for
indemnification, holdback, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness
incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; 

(7)    Indebtedness of the Issuer to a Restricted Subsidiary or a Restricted Subsidiary to the Issuer or
another Restricted Subsidiary; provided that any such Indebtedness (other than such as may arise from ordinary course intercompany cash management obligations) owing by the Issuer or a Subsidiary Guarantor to a
Non-Guarantor Subsidiary is expressly subordinated in right of payment to the Notes or the applicable Guarantee, as applicable; and provided, further, that any subsequent issuance or
transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any
pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7); 

(8)    shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted
Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in such Preferred Stock being beneficially owned by a Person other than the Issuer or any Restricted Subsidiary or any other
subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (8); 

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

(10)    obligations in respect of performance, bid, appeal and surety bonds and completion guarantees and
similar obligations provided by the Issuer or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent
with past practice; 

  
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 (11)    Indebtedness or Disqualified Stock of the Issuer
and Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or Subsidiary Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the outstanding principal amount
and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (11), together with any Refinancing Indebtedness in respect thereof outstanding pursuant to clause
(12) below, does not at any one time outstanding exceed the greater of (x) $100.0 million and (y) 2.00% of Total Assets determined at the time of incurrence pursuant to this clause (11); 

(12)    the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness, Disqualified Stock or
Preferred Stock which serves to refund or refinance: 
 (a)    any Indebtedness, Disqualified Stock or
Preferred Stock incurred or issued as permitted under Section 4.10(a) hereof and clauses (2), (3), (4), (11) and clauses (13) and (17) of this Section 4.10(b), or 

(b)    any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to so refund or
refinance the Indebtedness, Disqualified Stock or Preferred Stock described in clause (a) of this Section 4.10(b)(12), 

including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay accrued and unpaid interest, premium
(including tender premium) and penalties thereon plus upfront fees, original issue discount and other fees, expenses and debt issuance costs in connection therewith (collectively, the “Refinancing Indebtedness”); provided,
however, that such Refinancing Indebtedness: 
 (A)    has a Weighted Average Life to Maturity at
the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced, 

(B)    to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari
passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu, as the case may be, to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or
(ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and 

(C)    shall not include: 

(D)    Indebtedness, Disqualified Stock or Preferred Stock of a
Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer; 

(E)    Indebtedness, Disqualified Stock or Preferred Stock of a
Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary Guarantor; or 

(F)    Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that
refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; 
 and provided, further,
that subclause (A) of this clause (12) will not apply to any refunding or refinancing of Indebtedness under the Senior Credit Facilities; 

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

(a)    the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Consolidated Net Leverage Ratio test set forth in Section 4.10(a) hereof, or 

  
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 (b)    the Consolidated Net Leverage Ratio is less than
or equal to the Consolidated Net Leverage Ratio immediately prior to such acquisition, merger or consolidation; 

(14)    netting services, overdraft protections, employee credit card programs and automatic clearinghouse
arrangements in each case in connection with deposit accounts and Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of
business or other cash management services in the ordinary course of business, provided that such Indebtedness is extinguished within ten (10) Business Days of notice of its incurrence; 

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

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

(b)    any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness of the Issuer or a
Restricted Subsidiary, so long as the incurrence of such Indebtedness is otherwise permitted under the terms of this Indenture; provided that (i) if such Indebtedness is Subordinated Indebtedness, such guarantee shall also be
Subordinated Indebtedness and (ii) to the extent such covenant is applicable as a result of such guarantee, the Issuer complies with Section 4.09; 

(17)    Indebtedness of Non-Guarantor Subsidiaries in an aggregate
principal amount, which when aggregated with the principal amount of all other Indebtedness of Non-Guarantor Subsidiaries then outstanding and incurred pursuant to this clause (17) and under
Section 4.10(a) hereof, together with any Refinancing Indebtedness in respect thereof outstanding pursuant to clause (12) above, does not exceed $200.0 million at the time of incurrence pursuant to this clause (17); 

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

(19)    Indebtedness of the Issuer or any of its Restricted Subsidiaries undertaken in connection with cash
management and related activities with respect to any Subsidiary or joint venture in the ordinary course of business; and 

(20)    Indebtedness consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries
to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Parent or the Issuer to the extent described in clause
(4) of Section 4.07(b) hereof. 
 (c)    For purposes of determining compliance with this Section 4.10,
in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses
(1) through (20) of Section 4.10(b) hereof or is entitled to be incurred pursuant to Section 4.10(a) hereof, the Issuer, in its sole discretion, will divide and/or classify on the date of incurrence and may later redivide and/or
reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses of
Section 4.10(b) hereof or in Section 4.10(a) hereof; provided that all Indebtedness outstanding under the Credit Agreement on the Issue Date will be treated as incurred on the Issue Date under clause (1) of Section 4.10(b)
and will not later 

  
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be reclassified. In determining whether Indebtedness is permitted to be incurred pursuant to the ratio test set forth in the first paragraph of this covenant, pro forma effect shall not be
given to Indebtedness incurred substantially simultaneously under any of clauses (1) through (20) above. 

(d)    Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional
indebtedness with the same terms, the payment of dividends in the form of additional shares of Disqualified Stock or Preferred Stock, as applicable, of the same class, and accretion of original issue discount or liquidation preference will not be
deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.10. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the
determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be,
was in compliance with this Section 4.10. 
 (e)    For purposes of determining compliance with any U.S.
dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date
such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever is lower), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness
denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S.
dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. For the avoidance of doubt and
notwithstanding any other provision of this Section 4.10, the maximum amount of Indebtedness that may be incurred pursuant to this Section 4.10 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of
currencies. 
 (f)    The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in
a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

 (g)    The Issuer shall not, and shall not permit any Subsidiary Guarantor to, directly or indirectly, incur any
Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuer or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of
payment to the Notes or such Subsidiary Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuer or such Subsidiary Guarantor, as the case may be. 

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

 

	Section 4.11.	 Asset Sales. 



(a)    The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:

 (1)    the Issuer or any such Restricted Subsidiary, as the case may be, receives consideration
(including by way of relief from, or by any other person assuming responsibility for any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the
assets sold or otherwise disposed of; and 

  
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 (2)    except in the case of a Permitted Asset Swap, at
least 75% of the consideration therefor received by the Issuer or any such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: 

(A)    any liabilities (as shown on the Issuer’s most recent consolidated balance sheet or in the
footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had
taken place on or prior to the date of such balance sheet, as determined in good faith by the Issuer) of the Issuer or such Restricted Subsidiary (other than Contingent Obligations and liabilities that are by their terms subordinated to the Notes or
any Guarantee) that are assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Asset Sale) and for which the Issuer and all such Restricted Subsidiaries have
been released, 
 (B)    any notes or other obligations or securities received by the Issuer or such
Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash
Equivalents received), in each case, within 180 days following the closing of such Asset Sale, and 

(C)    any Designated Non-Cash Consideration received by the
Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is
at that time outstanding (but less the amount of any cash or Cash Equivalents received in connection with a subsequent sale or conversion of or collection on such Designated Non-Cash Consideration, up to the
lesser of (a) the amount of the cash and Cash Equivalents so received (less the cost of disposition, if any) and (b) the initial amount of such Designated Non-Cash Consideration) not to exceed
$150.0 million, with the fair market value of each item of Designated Non-Cash Consideration being determined in good faith by the Issuer and measured at the time received and without giving effect to
subsequent changes in value, 
 shall be deemed to be cash for purposes of this provision and for no other purpose. 

(b)    Within 365 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary,
at its option, may apply the Net Proceeds from such Asset Sale, 
 (1)    to reduce: 

(A)    Obligations constituting First Priority Lien Obligations, which Lien is permitted by this Indenture
(and, if the Obligations repaid are revolving credit Obligations, to correspondingly reduce commitments with respect thereto); 

(B)    Obligations under the Notes (provided that such purchases are at or above 100% of the
principal amount thereof) or any Second Priority Lien Obligations of the Issuer or a Subsidiary Guarantor (and, if such Second Priority Lien Obligations are of revolving credit Obligations, to correspondingly reduce commitments with respect
thereto); provided that if such Net Proceeds are applied to Second Priority Lien Obligations then the Issuer shall (i) equally and ratably reduce Obligations under the Notes (x) as provided under Section 3.07 hereof or
(y) through open market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or (ii) make an offer (in accordance with Section 4.11(c) hereof) to all Holders of Notes to purchase their
Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of Notes that would otherwise be redeemed under clause (i); or 

(C)    Indebtedness (i) of a Non-Guarantor Subsidiary, other
than Indebtedness owed to the Issuer or another Restricted Subsidiary or (ii) that is secured by the assets or property that were the subject of such Asset Sale; provided that such assets or property did not constitute Collateral; or


  
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 (2)    to (A) make an Investment in any one or more
businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer, or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such
business such that it constitutes a Restricted Subsidiary, (B) acquire properties (other than working capital), (C) make capital expenditures or (D) acquire other assets (other than working capital) that, in the case of each of clauses
(A), (B), (C) and (D), either (x) are used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale; 

provided that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net
Proceeds from the date of such commitment so long as the Issuer, or such other Restricted Subsidiary enters into such commitment with the good-faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of
such commitment (an “Acceptable Commitment”); provided, further, that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds
shall constitute Excess Proceeds; or 
 (3)    any combination of the foregoing. 

(c)    Any Net Proceeds from an Asset Sale that are not invested or applied as provided and within the time period set
forth in Section 4.11(b) hereof will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds the greater of (x) $25.0 million and (y) 0.5% of Total Assets, the Issuer or any
Restricted Subsidiary shall make an offer to all Holders of the Notes and, if required by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”) to purchase the maximum
aggregate principal amount of the Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted by the terms of such Pari Passu
Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. 

(d)    The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days
after the date that Excess Proceeds exceed the greater of (x) $25.0 million and (y) 0.5% of Total Assets by electronically delivering or mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. 

(e)    To the extent that the aggregate principal amount of Notes and such Pari Passu Indebtedness tendered pursuant to an
Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate amount (determined as above) of Notes
and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuer or the agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be
purchased (a) on a pro rata basis based on the amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (b) by lot or such similar method in accordance with the procedures of The Depository
Trust Company; provided that no Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 

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

(g)    The Issuer shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue
thereof. 

  
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	Section 4.12.	 Transactions with Affiliates. 



(a)    The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell,
lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of (x) $25.0 million and (y) 0.5% of Total Assets, unless: 

(1)    such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its
relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and 

(2)    any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments
or consideration in excess of the greater of (x) $50.0 million and (y) 1.0% of Total Assets is approved by the majority of the Board of Directors of the Issuer. 

(b)    Section 4.12(a) hereof shall not apply to the following: 

(1)    transactions between or among the Issuer and Parent or any of its Restricted Subsidiaries (or an
entity that becomes a Restricted Subsidiary as a result of, or in connection with, such transaction, so long as neither such entity nor the selling entity was an Affiliate of the Issuer or any Restricted Subsidiary prior to such transaction); 

(2)    Restricted Payments permitted by Section 4.07 hereof and Permitted Investments; 

(3)    the payment of reasonable and customary fees and compensation paid to, and indemnities and
reimbursements and employment and severance arrangements and agreements provided on behalf of, or entered into with, officers, directors, employees or consultants of the Issuer or any of its Restricted Subsidiaries; 

(4)    any agreement as in effect as of the Issue Date; 

(5)    the Transactions, in each case as disclosed in the Offering Memorandum, and the payment of all fees
and expenses related to the Transactions; 
 (6)    transactions with customers, clients, suppliers, or
purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair
to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof, or are on terms not materially less favorable to the Issuer or its Restricted Subsidiary than
might reasonably have been obtained at such time from an unaffiliated party; 
 (7)    the issuance or
transfer of Equity Interests (other than Disqualified Stock) of the Parent or the Issuer; 
 (8)    sales
of accounts receivable, or participations therein, in connection with any Receivables Facility permitted to be incurred pursuant to clause (17) of the definition of “Permitted Liens”; 

(9)    payments or loans (or cancellation of loans) to employees, directors or consultants of the Issuer or
any of its Restricted Subsidiaries and employment agreements, benefit plans, equity plans, stock option and stock ownership plans and other similar arrangements with such employees, directors or consultants which, in each case, are approved by the
Issuer in good faith; 

  
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 (10)    transactions with joint ventures for the
purchase or sale of goods, equipment and services entered into in the ordinary course of business; 

(11)    transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivered to the
Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of Section 4.12(a) hereof; 

(12)    the issuances of securities or other payments, loans (or cancellation of loans) awards or grants in
cash, securities or otherwise pursuant to, or the funding of, employment arrangements, benefit plans, equity plans, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer in good
faith; 
 (13)    any contribution to the capital of the Issuer (other than in consideration of
Disqualified Stock); and 
 (14)    the provision to Unrestricted Subsidiaries of cash management,
accounting and other overhead services in the ordinary course of business undertaken in good faith and not for the purpose of circumventing any covenant set forth in this Indenture. 

 

	Section 4.13.	 Liens. 



The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any
Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Issuer or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive
income therefrom; provided, however, that the Issuer and any Restricted Subsidiary may directly or indirectly create, incur or assume any Lien on assets or property not constituting Collateral if: 

(1)    in the case of any such Liens securing Subordinated Indebtedness, the Notes and related Guarantees
are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or 

(2)    in all other cases, the Notes or the Guarantees are equally and ratably secured. 

The foregoing shall not apply to (A) Liens securing the Notes (other than any Additional Notes) and the related Guarantees,
(B) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to clause (1) of
Section 4.10(b) hereof, (C) Liens securing Second Priority Lien Obligations and/or Liens ranking junior to the Liens securing the Notes, in each case which Liens secure Indebtedness permitted to be Incurred pursuant to Section 4.10
hereof; provided, that (i) at the time of any Incurrence of the Indebtedness secured by Liens incurred under this clause (C), the Consolidated Net Secured Leverage Ratio shall not be greater than 4.50 to 1.00, or (ii) such
Indebtedness is incurred to refinance Indebtedness previously incurred pursuant to this clause (C) (in which case the aggregate principal amount of such refinancing Indebtedness shall not exceed the aggregate principal amount of the Indebtedness
being refinanced, plus accrued and unpaid interest, premium (including tender premium) and penalties thereon plus upfront fees, original issue discount, and other fees, expenses and debt issuance costs); provided further, that in the case of Liens
incurred pursuant to this clause (C) ranking junior to the Liens securing the Notes, an authorized representative of the holders of the Indebtedness secured by such junior-ranking Liens shall have entered into an intercreditor agreement with
the Notes Collateral Agent on terms that are customary for such financings as determined by the Issuer in good faith reflecting the subordination of such junior-ranking Liens to the Liens securing the Notes and (D) Liens securing First Priority
Lien Obligations, in each case which Liens secure Indebtedness permitted to be Incurred pursuant to the covenant described under Section 4.10 hereof; provided, that (i) at the time of any Incurrence of the Indebtedness secured by
Liens incurred under this clause (D), the Consolidated Net Secured Leverage Ratio shall not be greater than 3.75 to 1.00, or (ii) such Indebtedness is incurred to refinance Indebtedness previously incurred pursuant to this clause (D) (in which
case the aggregate principal amount 

  
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of such refinancing Indebtedness shall not exceed the aggregate principal amount of the Indebtedness being refinanced, plus accrued and unpaid interest, premium (including tender premium) and
penalties thereon plus upfront fees, original issue discount, and other fees, expenses and debt issuance costs. 
 Any Lien created for the
benefit of the Holders of the Notes pursuant to this Section 4.13 shall be deemed automatically and unconditionally released and discharged upon the release and discharge of the applicable Lien described in clauses (1) and (2) of this
Section 4.13. 
  

	Section 4.14.	 Existence. 



Subject to Article 5 hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect
(i) its existence, and the existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer or any such Restricted Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Issuer and its Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, license or franchise, or the existence of any of
its Restricted Subsidiaries, if (a) the Issuer in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole, or (b) the
failure to preserve such right, license or franchise, or such existence, is not adverse in any material respect to the Holders of the Notes. 
  

	Section 4.15.	 Offer to Repurchase Upon Change of Control. 



(a)    If a Change of Control Repurchase Event occurs after the Issue Date, unless the Issuer has previously or
concurrently mailed, or delivered electronically if the Notes are held at DTC, a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes
pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of
Control Repurchase Event, unless the Issuer has previously or concurrently mailed, or delivered electronically if the Notes are held at DTC, a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof,
the Issuer shall send notice of such Change of Control Offer by first-class mail, or electronic delivery if the Notes are held at DTC, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security
register with a copy to the Trustee or otherwise in accordance with the procedures of DTC, with the following information: 

(1)    that a Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes
properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; 

(2)    the purchase price and the purchase date, which will, subject to clause (7) of this
Section 4.15(a), be no earlier than 10 days nor later than 60 days from the date such notice is mailed or electronically delivered (the “Change of Control Payment Date”); 

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

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

(5)    that Holders will be entitled to withdraw their tendered Notes and their election to require the
Issuer to purchase such Notes, provided that the paying agent receives, not later than the expiration time of the Change of Control Repurchase Event notice, facsimile transmission or letter setting forth the name of the Holder of the Notes, the
principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; 

  
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 (6)    that if the Holders tender less than all of the
Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral
multiple of $1,000 in excess thereof; 
 (7)    if such notice is delivered prior to the occurrence of a
Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control, and if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until
such time as the Change of Control shall occur, or that such redemption may not occur and such notice may be rescinded in the event that the Issuer shall determine that such condition will not be satisfied by the Change of Control Payment Date or by
the Change of Control Payment Date as so delayed; and 
 (8)    the other instructions, as determined by
the Issuer, consistent with this Section 4.15, that a Holder must follow. 
 The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control
Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under this Indenture by virtue thereof. 
 (b)    On the Change of Control Payment Date, the Issuer will, to
the extent permitted by law, 
 (1)    accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, 
 (2)    deposit with the Paying Agent an amount equal to the
aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and 

(3)    deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together
with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. 

(c)    Notwithstanding the foregoing, the Issuer shall not be required to make a Change of Control Offer following a
Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the
Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such
Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. 

(d)    Notes repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not
outstanding or will be retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to Section 4.15(c) will have the status of Notes issued and outstanding unless transferred to the Issuer. If such Notes are
transferred to the Issuer, such Notes will have the status of Notes issued but outstanding or will be retired and canceled at the option of the Issuer. 

(e)    Other than as specifically provided in this Section 4.15, any purchase pursuant to this Section 4.15
shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof. 

  
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	Section 4.16.	 [Reserved]. 


  


	Section 4.17.	 Suspension of Certain Covenants. 



(a)    During any period of time that: (i) the Notes have Investment Grade Ratings from both Rating Agencies and
(ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Issuer
and its Restricted Subsidiaries shall not be subject to Section 4.07 hereof, Section 4.08 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.12 hereof, clauses (1) and (2) of Section 4.18(a) hereof,
Section 4.19 hereof and clause (4) of Section 5.01(a) hereof (the “Suspended Covenants”). 

(b)    If on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its
Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, the Issuer and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The
period of time beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a “Suspension Period.” 

(c)    On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the
Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.10(a) or Section 4.10(b) hereof (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or
issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock
would not be so permitted to be Incurred or issued pursuant to Section 4.10(a) or (b) hereof, such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as
permitted under Section 4.10(b)(3) hereof. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 hereof will be made as though Section 4.07 hereof had been in effect
since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 4.07(a) hereof. In addition:
(i) for purposes of Section 4.12, all agreements and arrangements entered into by the Issuer and any Restricted Subsidiary with an Affiliate of the Issuer during the Suspension Period prior to such Reversion Date will be deemed to have
been entered pursuant to Section 4.12(b)(4); (ii) for purposes of Section 4.08, all contracts entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions contemplated by such covenant will be
deemed to have been entered pursuant to Section 4.08(b)(1)(i); and (iii) for purposes of Section 4.13, any Lien Incurred during a suspension period will be deemed to have been incurred pursuant to clause (7) of the definition of
“Permitted Liens.” No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period. Notwithstanding the
foregoing, during the Suspension Period the Issuer shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries unless the Issuer 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, following the Reversion Date, such designation shall be deemed to have created an Investment or Restricted Payment pursuant to Section 4.07(c) hereof at the time of such designation.
For purposes of Section 4.11 hereof, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero. 

(d)    The Issuer shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence
under this Section 4.17. 
  

	Section 4.18.	 Limitations on Sale and Lease-Back Transactions. 



(a)    The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, enter into any Sale
and Lease-Back Transaction; provided, that the Issuer or any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction if: 

(1)    the Issuer or such Restricted Subsidiary, as applicable, could have (x) incurred Indebtedness
in an amount equal to the Attributable Debt relating to such Sale and Lease-Back Transaction under Section 4.10 hereof and (y) incurred a Lien to secure such Indebtedness without equally and ratably securing the Notes under
Section 4.13 hereof; and 

  
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 (2)    the transfer of assets in such Sale and
Lease-Back Transaction is permitted by, and the Issuer or such Restricted Subsidiary applies the proceeds of such transaction in compliance with, Section 4.11 hereof. 
  

	Section 4.19.	 After-Acquired Collateral. 



If the Issuer or any Guarantor creates (or perfects) additional security interest upon any After-Acquired Collateral to secure any First
Priority Lien Obligations, the Issuer or such Guarantor shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements, certificates and opinions of counsel as shall be reasonably necessary to vest in the Notes
Collateral Agent, a perfected security interest, subject only to Permitted Liens, in such After-Acquired Collateral and to have such After-Acquired Collateral (but subject to limitations as described in the Security Documents) added to the
Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Collateral to the same extent and with the same force and effect; provided,
however, that if granting such second-priority security interest in such After-Acquired Collateral requires the consent of a third party, the Issuer shall use commercially reasonable efforts to obtain such consent with respect to
the second-priority interest for the benefit of the Notes Collateral Agent on behalf of the Holders of the Notes; provided, further, however, that if such third party does not consent to the granting of such
second-priority security interest after the use of such commercially reasonable efforts, the Issuer or such Guarantor, as the case may be, shall not be required to provide such security interest. 

ARTICLE 5 
 SUCCESSORS 

 

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



(a)    The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving
Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole (including, in each case, by way of division), in one or more related transactions,
to any Person unless: 
 (1)    the Issuer is the surviving Person or the Person formed by or surviving
any such consolidation or merger (if other than the Issuer) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership (including a limited partnership), trust,
limited liability company or similar entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof (such Person, as the case may be, being herein called the
“Successor Company”); 
 (2)    the Successor Company, if other than the Issuer,
expressly assumes all the obligations of the Issuer under this Indenture, the Notes and Security Documents pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; 

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

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

(A)    the Successor Company or the Issuer, as applicable, would be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test set forth in Section 4.10(a) hereof, or 

  
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 (B)    the Consolidated Net Leverage Ratio for the
Successor Company or the Issuer, as applicable, and its Restricted Subsidiaries would be less than or equal to such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; 

(5)    if the Issuer is not the Successor Company, each Subsidiary Guarantor, unless it is the other party
to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee and grant of liens pursuant to the Security Documents shall apply to such Person’s obligations under this Indenture and the Notes; 

(6)    the Collateral owned by or transferred to the Successor Company will continue to constitute
Collateral under this Indenture and the Security Documents and will not be subject to any other Lien, other than Permitted Liens; and 

(7)    to the extent any assets of the Person which is merged or consolidated with or into the Successor
Company are assets of the type which would constitute Collateral under the Security Documents, the Successor Company will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the
Security Documents in the manner and to the extent required in this Indenture or any of the Security Documents and shall and take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents. 

The Successor Company will succeed to, and be substituted for, the Issuer under this Indenture and the Notes and, except in the case of a
lease, the Issuer will be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing clauses (3) and (4) of Section 5.01(a) hereof, 

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

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

(b)    Subject to certain limitations described in this Indenture governing release of a Guarantee by a Subsidiary
Guarantor, no Subsidiary Guarantor will, and the Issuer will not permit any such Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of the assets of such Subsidiary Guarantor and its Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless: 

(1)    (A) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such
consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of
organization of such Subsidiary Guarantor, as the case may be, or the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be,
being herein called the “Successor Person”); 
 (B)    the Successor Person, if other
than such Subsidiary Guarantor or another Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and the Security Documents and such Subsidiary Guarantor’s related Guarantee and grant of
liens pursuant to the Security Documents pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 

(C)    immediately after such transaction, no Default exists; 

  
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 (D)    the Collateral owned by or transferred to the
Successor Person will continue to constitute Collateral under this Indenture and the Security Documents and not be subject to any other Lien, other than Permitted Liens; and 

(E)    to the extent any assets of the Person which is merged or consolidated with or into the Successor
Person are assets of the type which would constitute Collateral under the Security Documents, the Successor Person will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security
Documents in the manner and to the extent required in this Indenture or any of the Security Documents and shall and take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents; or 

(2)    the disposition is considered an Asset Sale and complies with Section 4.11 hereof. 

In the case of clause (1) above of this Section 5.01(b), the Successor Person will succeed to, and be substituted for, such
Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee and, except in the case of a lease, such Subsidiary Guarantor will automatically be released and discharged from its obligations under this Indenture and such
Subsidiary Guarantor’s Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may merge with or into or wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets of such
Subsidiary Guarantor and its Subsidiaries taken as a whole, to another Subsidiary Guarantor or the Issuer. 
  

	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
assets of the Issuer in accordance with hereof, the successor Person formed by such consolidation or with which the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer shall refer instead to the successor Person and not to the Issuer
and may exercise every right and power of the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein; provided that the predecessor Issuer shall not be relieved from the obligation to
pay the principal of and interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the assets of the Issuer (except in the case of a lease), that meets the requirements of
Section 5.01 hereof. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 
  

	Section 6.01.	 Events of Default and Remedies. 



(a)    An “Event of Default” wherever used herein, means any one of the following events with respect to
the Notes: 
 (1)    default in payment when due and payable, upon redemption, acceleration or otherwise,
of principal of, or premium, if any, on the Notes; 
 (2)    default for 30 days or more in the payment
when due of interest on or with respect to the Notes; 
 (3)    failure by the Issuer or any Restricted
Subsidiary for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in principal amount of the Notes then outstanding to comply with any of its other obligations, covenants or agreements (other than a
default referred to in clauses (1) or (2) of this Section 6.01(a)) contained in this Indenture or the Notes; 

  
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 (4)    default under any mortgage, indenture or
instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Parent, the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Parent, the Issuer or
any of its Restricted Subsidiaries, other than Indebtedness owed to the Parent, the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: 

(A)    such default either results from the failure to pay any principal of such Indebtedness at its
stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such
Indebtedness causing such Indebtedness to become due prior to its stated maturity; and 
 (B)    the
principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which
has been so accelerated, aggregate $100.0 million or more; 
 (5)    failure by the Parent, the
Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of $100.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, or in the
event such judgment is not covered in full by insurance (subject to customary deductibles), an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; 

(6)    the Parent, the Issuer or any Significant Subsidiary, pursuant to or within the meaning of any
Bankruptcy Law: 
 (i)    commences proceedings to be adjudicated bankrupt or insolvent; 

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

(iii)    consents to the appointment of a receiver, liquidator, assignee, trustee or other similar
official of it or for all or substantially all of its property; 
 (iv)    makes a general assignment
for the benefit of its creditors; or 
 (v)    fails generally to pay its debts as they become due. 

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

(i)    is for relief against the Issuer or any Significant Subsidiary in a proceeding in which the Issuer
or any Significant Subsidiary is to be adjudicated bankrupt or insolvent; 
 (ii)    appoints a
receiver, liquidator, assignee, trustee or other similar official of the Issuer or any Significant Subsidiary or for all or substantially all of the property of the Issuer or any Significant Subsidiary; or 

(iii)    orders the liquidation of the Issuer or any Significant Subsidiary; 

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

  
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 (8)    the Guarantee of any Significant Subsidiary shall
for any reason cease to be in full force and effect or be declared null and void or any responsible officer of such Subsidiary Guarantor that is a Significant Subsidiary denies that it has any further liability under its Guarantee or gives notice to
such effect, in each case other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture; 

(9)    any Security Document after delivery thereof shall for any reason (other than pursuant to the terms
thereof including as a result of a transaction not prohibited under this Indenture) cease to create a valid and perfected Lien on and security interest in, with the priority required by the Security Documents, any material portion of the Collateral,
subject to Permitted Liens, (i) except to the extent that any such loss of perfection or priority results from the failure of the Notes Collateral Agent to maintain possession of certificates actually delivered to it representing securities
pledged under the Security Documents and (ii) except for any failure due to foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries (other than pledges made under laws of the applicable
jurisdiction of formation of such Foreign Subsidiary); or 
 (10)    the failure by the Issuer or any
Guarantor to comply for 60 days after notice to the Issuer with its agreements contained in the Security Documents or the Intercreditor Agreement, except for a failure that would not be material to the holders of the Notes and would not materially
affect the value of the Collateral, taken as a whole. 
 (b)    In the event of any Event of Default specified in clause
(4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and
without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose: 

(1)    the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

 (2)    the holders thereof have rescinded or waived the acceleration, notice or action (as the case
may be) giving rise to such Event of Default; or 
 (3)    the default that is the basis for such Event
of Default has been cured. 
  

	Section 6.02.	 Acceleration. 



(a)    If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a)
hereof) occurs and is continuing with respect to the Notes, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on
all the then outstanding Notes to be due and payable immediately. 
 Any notice of Default, notice of acceleration or instruction to the
Trustee or Notes Collateral Agent, as applicable, to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank) (each a
“Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Issuer and the Trustee and Notes Collateral Agent, as applicable (and the Issuer and the Trustee and Notes Collateral Agent,
as applicable, may conclusively rely on such representation), that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such Holder that they
are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation at all times until the
resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such other
information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Holder’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, any Position Representation or Verification Covenant required hereunder shall be provided by 

  
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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 or Notes Collateral Agent, as applicable. 
 If, following the delivery of a Noteholder Direction, but prior to
acceleration of the Notes, the Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s
Certificate (and the Trustee and Notes Collateral Agent, as applicable, may conclusively rely on such Officer’s Certificate), and indemnification satisfactory to the Trustee, stating that the Issuer has initiated litigation in a court of
competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any 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, 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. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s
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 such Directing Holder may have offered the Trustee and Notes Collateral Agent, as applicable), with the effect that such Default or Event of Default shall be
deemed never to have occurred, acceleration voided and the Trustee and Notes Collateral Agent, if applicable, 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 or Notes Collateral Agent, as applicable, 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. In addition, for the avoidance of doubt, the foregoing paragraphs shall not apply to any holder that is a Regulated Bank; provided that if a Regulated Bank is a Directing Holder or a beneficial owner
directing DTC it shall provide a written representation to the Issuer that it is a Regulated Bank. 
 For the avoidance of doubt, each of
the Trustee and Notes Collateral Agent shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with the Indenture and 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 Officer’s 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. Neither the Trustee nor the Notes Collateral Agent shall have any liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder
Direction or an Officer’s Certificate relating thereto and the Issuer shall indemnify the Trustee and the Notes Collateral Agent in connection with any Noteholder Direction or Officer Certificate relating thereto. 

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

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

	Section 6.03.	 Other Remedies. 



Subject to the duties of the Trustee as provided for in Article 7, if an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

  
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 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. 
  

	Section 6.04.	 Waiver of Defaults. 



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 and its consequences under this Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of, any Note held by a
non-consenting Holder) and rescind any acceleration and its consequences with respect to the Notes (except if such rescission would conflict with any judgment of a court of competent jurisdiction). Upon any
such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon. 
  

	Section 6.05.	 Control by Majority. 



Subject to the provisions of the Intercreditor Agreement, holders of a majority in principal amount of the total outstanding Notes may direct
in writing the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability. 
  

	Section 6.06.	 Limitation on Suits. 



Except to enforce the right to receive payment of principal, premium (if any) or interest when due, 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 with respect to the Notes; 

(2)    Holders of at least 25% in principal amount of the total outstanding Notes have requested the
Trustee to pursue the remedy; 
 (3)    Holders of the Notes have offered the Trustee security or
indemnity satisfactory to the Trustee against any loss, liability, claim or expense; 
 (4)    the
Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and 

(5)    Holders of a majority in principal amount at maturity of the total outstanding Notes have not given
the Trustee a direction inconsistent with such request within such 60-day period. 
 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 (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions
or forbearances are unduly prejudicial to such Holders). 
  

	Section 6.07.	 Rights of Holders of Notes to Receive Payment. 



Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and
interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), 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. 

  
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	Section 6.08.	 Collection Suit by Trustee. 



If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest
and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation of the Trustee and the reasonable and documented
out-of-pocket expenses, disbursements and advances of the Trustee, its agents and counsel, in each case as set forth in Section 7.07 hereof. 

 

	Section 6.09.	 Restoration of Rights and Remedies. 



If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted. 

 

	Section 6.10.	 Rights and Remedies Cumulative. 



Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07
hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of
any other appropriate right or remedy. 
  

	Section 6.11.	 Delay or Omission Not Waiver. 



No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
  

	Section 6.12.	 Trustee May File Proofs of Claim. 



The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any
other obligor upon the Notes including the Subsidiary Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive
and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation and the reasonable and documented
out-of-pocket 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. 

  
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	Section 6.13.	 Priorities. 



Subject to the provisions of the Intercreditor Agreement, if the Trustee or any Agent collects any money pursuant to this Article 6, it shall
pay out the money in the following order: 
 (i)    to the Trustee, the Agents, their agents and
attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or any Agent and the costs and expenses of collection; 

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

(iii)    to the Issuer or to such party as a court of competent jurisdiction shall direct including a
Subsidiary Guarantor, if applicable. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to
this Section 6.13. 
  

	Section 6.14.	 Undertaking for Costs. 



In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted
by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees 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 6.14 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 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 has not been cured), the Trustee shall, in the exercise of its power, use
the degree of care of a prudent person in the conduct of his own affairs. 
 (b)    Except during the continuance of an
Event of Default: 
 (i)    the duties of the Trustee shall be determined solely by the express
provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

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

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

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

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

(iii)    the Trustee shall not be liable with respect to any action it takes or omits to take in good faith
in accordance with a direction received by it pursuant to 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)    Subject to this Article 7, whether or not an Event of Default has occurred and is continuing, the Trustee shall be
under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holder or Holders of the Notes unless such Holder or Holders have offered to the Trustee indemnity or security satisfactory to the
Trustee against any loss, liability, claim or expense. 
 (f)    The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

 

	Section 7.02.	 Rights of Trustee. 



(a)    The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation. 
 (b)    Before the Trustee acts or
refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificates or Opinion of
Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the advice or opinion of such counsel. 
 (c)    The Trustee may act
through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. 

(d)    The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be
authorized or within the rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence. 

(e)    Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer
shall be sufficient if signed by an Officer of the Issuer. 
 (f)    None of the provisions of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds
for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. 

  
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 (g)    The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Notes and this Indenture. 
 (h)    In no event shall the Trustee be responsible or liable for special,
indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of
action. 
 (i)    The rights, privileges, protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including, without limitation, in its capacity as Notes Collateral Agent), and each agent, custodian and other
Person employed to act hereunder. 
 (j)    The Trustee shall not be required to give any bond or surety in respect of
the performance of its powers and duties hereunder. 
 (k)    The Trustee may request that the Issuer delivers a
certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. 
  

	Section 7.03.	 Individual Rights of Trustee. 



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

	Section 7.04.	 Trustee’s Disclaimer. 



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

	Section 7.05.	 Notice of Defaults. 



If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders of
Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default
if it determines that withholding notice is in the interest of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee. 
  

	Section 7.06.	 [Reserved]. 


  


	Section 7.07.	 Compensation and Indemnity. 



The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the
parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee


  
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 promptly upon request for all reasonable and documented out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable and documented out-of-pocket compensation, disbursements and expenses of the Trustee’s agents and counsel. 

The Issuer and the Subsidiary Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any
and all loss, damage, claims, liability or expense (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by it (as evidenced in
an invoice from the Trustee) in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuer or any of the Subsidiary
Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Subsidiary Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers
or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the
claim and the Trustee shall provide reasonable cooperation at the Issuer’s expense in the defense. The Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel; provided, however, that the
Issuer shall not be required to pay such fees and expenses if its assumes such the Trustee’s defense and, in the Trustee’s reasonable judgment, there is no conflict of interest between the Issuer and the Trustee in connection with such
defense. The Issuer need not reimburse any expense or indemnify against any loss, liability, claim or expense incurred by the Trustee through the Trustee’s own willful misconduct or gross negligence. 

The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier
resignation or removal of the Trustee. 
 To secure the payment obligations of the Issuer and the Subsidiary Guarantors in this
Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

 

	Section 7.08.	 Replacement of Trustee. 



A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if: 

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

(b)    the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to
the Trustee under any Bankruptcy Law; 
 (c)    a receiver, custodian or other public officer takes
charge of the Trustee or its property; or 
 (d)    the Trustee becomes incapable of acting. 

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

  
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 If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee. 
 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. 

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall 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 Issuer’s obligations under Section 7.07 hereof shall 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, the successor corporation without any further act shall be the successor Trustee. 
 In case at the time such successor or
successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

  

	Section 7.10.	 Eligibility; Disqualification. 



There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States 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 $50,000,000
as set forth in its most recent published annual report of condition. 
 ARTICLE 8 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
  

	Section 8.01.	 Option to Effect Legal Defeasance and Covenant Defeasance. 



The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8. 
  

	Section 8.02.	 Legal Defeasance and Discharge. 



Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the
Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and to have cured all then existing
Events of Default with respect to the Notes on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses
(a) and (b) below, to have satisfied all its other obligations under the Notes and this Indenture including 

  
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 that of the Guarantors and to have cured all then existing Events of Default with respect to the Notes (and
the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: 

(a)    the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any,
and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture; 

(b)    the Issuer’s obligations with respect to the Notes concerning issuing temporary Notes,
mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 

(c)    the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations
in connection therewith; and 
 (d)    the provisions of this Section 8.02. 

Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof. 
  

	Section 8.03.	 Covenant Defeasance. 



Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the
Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.10, 4.11, 4.12, 4.13,
4.14, 4.15 (other than the existence of the Issuer (subject to Section 5.01 hereof)), 4.16, 4.18 and 4.19 hereof and clauses (4) and (5) of Section 5.01(a) and Section 5.01(b) hereof with respect to the outstanding Notes on and
after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver,
consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes
shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer or any Subsidiary Guarantor, as applicable, may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and the Notes shall be
unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(a)(8) hereof
shall not constitute Events of Default. 
  

	Section 8.04.	 Conditions to Legal or Covenant Defeasance. 



The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: 

(1)    the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of
Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal amount of, premium, if any,
and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal amount, premium, if any, or interest on the Notes and the Issuer must specify whether the Notes are being defeased to maturity
or to a particular redemption date; 

  
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 (2)    in the case of Legal Defeasance, the Issuer shall
have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, 

(A)    the Issuer has received from, or there has been published by, the United States Internal Revenue
Service a ruling, or 
 (B)    since the issuance of the Notes, there has been a change in the
applicable U.S. federal income tax law, 
 in either case to the effect that, and based thereon, such Opinion of Counsel shall confirm that,
subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 

(3)    in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of
Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant
Defeasance and will be subject to such 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 (other than that resulting from borrowing funds to be applied to make such deposit and
any similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit with respect to the Notes; 

(5)    such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or
constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Subsidiary Guarantor is a party or by which the Issuer or any Subsidiary Guarantor is bound
(other than that resulting from borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); 

(6)    the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the
deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Subsidiary Guarantor or others; and 

(7)    the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. 
  

	Section 8.05.	 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.



 Subject to the provisions of Section 8.06 hereof, all money and Government Securities (including the proceeds
thereof) deposited with the Trustee pursuant to Section 8.04 hereof shall be held in trust and applied by the Trustee in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer or a Subsidiary Guarantor acting as Paying Agent), the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the
Trustee. 

  
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 The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against 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. 
  

	Section 8.06.	 Repayment to Issuer. 



Anything in this Article 8 or Article 11 to the contrary notwithstanding, each of the Trustee and each Paying Agent shall promptly deliver or
pay to the Issuer upon request any money or Government Securities held by it in accordance with this Article 8 or Article 11 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 which would then be required to be deposited to effect an equivalent Legal Defeasance, Covenant Defeasance
or discharge in accordance with Article 11 hereof. 
 Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer,
in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuer on its request
or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or any Paying Agent with respect to such trust money, and
all liability of the Issuer as trustee thereof, shall thereupon cease. 
  

	Section 8.07.	 Reinstatement. 



If the Trustee or the Paying Agent is unable to apply any United States dollars or 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 Issuer’s obligations under this Indenture and the Notes
shall 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 that, if the Issuer makes any payment of principal of, premium or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or the Paying Agent. 
 ARTICLE 9 

AMENDMENT, SUPPLEMENT AND WAIVER 
  

	Section 9.01.	 Without Consent of Holders of Notes. 



Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend
or supplement this Indenture, the Intercreditor Agreement, the Security Documents and any Guarantee or the Notes without the consent of any Holder: 

(1)    to cure any ambiguity, omission, mistake, defect or inconsistency; 

(2)    to provide for uncertificated Notes in addition to or in place of certificated Notes; 

(3)    to comply with Section 5.01 hereof; 

(4)    to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the
Holders by any Successor Company or Successor Person, as applicable; 

  
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 (5)    to make any change that would provide any
additional rights or benefits to the Holders (including to expand the Collateral) or that does not materially adversely affect the legal rights under this Indenture of any such Holder; 

(6)    to add covenants for the benefit of the Holders or to surrender any right or power conferred upon
the Issuer or any Guarantor; 
 (7)    to evidence and provide for the acceptance and appointment under
this Indenture of a successor Trustee thereunder pursuant to the requirements thereof; 

(8)    [reserved]; 

(9)    to add a Subsidiary Guarantor under this Indenture or to secure the Obligations hereunder; 

(10)    to conform the text of this Indenture, the Intercreditor Agreement, the Security Documents, the
Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum as described in an Officer’s Certificate; 

(11)    to make any amendment to the provisions of this Indenture relating to the transfer and legending of
Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes
being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; 

(12)    to release or subordinate Collateral as permitted by this Indenture, the Security Documents or the
Intercreditor Agreement; 
 (13)    to provide for the issuance of Additional Notes and related
guarantees in accordance with the limitations set forth in this Indenture; or 
 (14)    to add
additional secured creditors holding First Priority Lien Obligation or Second Priority Lien Obligations to the extent permitted under this Indenture. 
  

	Section 9.02.	 With Consent of Holders of Notes. 



Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Intercreditor
Agreement, the Security Documents, any Guarantee and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, (including consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a continuing Default in the payment of interest on, premium, if any, or the principal of, any Note, except a
payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Intercreditor Agreement, the Security Documents or the Notes issued hereunder may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the
Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. 

The consent of the Holders of Notes under this Section 9.02 is not necessary under this Indenture to approve the particular form of any
proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. 
 After an amendment, supplement or
waiver under this Section 9.02 becomes effective, the Issuer shall deliver electronically or mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail
such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. 

  
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 Without the consent of each affected Holder of Notes, an amendment or waiver may not, with
respect to 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 amount of or change the fixed final maturity of any Note or alter
or waive the provisions with respect to the redemption of Notes (other than provisions relating to Section 3.09, Section 4.11 and Section 4.15 hereof); 

(3)    reduce the rate of or change the time for payment of interest on any Note; 

(4)    waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except
a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained
in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; 

(5)    make any Note payable in money other than that stated therein; 

(6)    make any change in the provisions of this Indenture relating to waivers of past Defaults or the
rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; 

(7)    make any change in these amendment and waiver provisions as it relates to Notes; 

(8)    impair the right of any Holder to institute suit for the enforcement of any payment on or with
respect to such Holder’s Notes; 
 (9)    make any change to or modify the ranking of the Notes that
would adversely affect the Holders; 
 (10)    except as expressly permitted by this Indenture, modify
the terms of the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes; or 

(11)    make any change to the provisions of this Indenture, the Intercreditor Agreement or the Security
Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a
less than pro rata basis to the Holder of such Note. 
 In addition, any amendment or supplement to, or waiver of, the provisions of
this Indenture, the Intercreditor Agreement, the Security Documents, and any Guarantee or the Notes that has the effect of releasing all of the Collateral from the Liens securing the Notes Obligations will require the consent of the holders of at
least sixty-six and two-thirds percent of the aggregate outstanding principal amount of the Notes (and the same will be required to reduce such voting requirement). 

 

	Section 9.03.	 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 

  
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Trustee receives written notice of revocation before the earlier of the date the waiver, supplement or amendment becomes effective and the date on which the Trustee receives an Officer’s
Certificate from the Issuer certifying that the requisite principal amount of Notes have consented. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any
amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to
such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date
unless the consent of the requisite principal amount of Notes has been obtained. 
  

	Section 9.04.	 Notation on or Exchange of Notes. 



The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in
exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

  

	Section 9.05.	 Trustee to Sign Amendments, etc. 



The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In executing any amendment, supplement or waiver, the Trustee (subject to Section 7.01 hereof) shall be fully
protected in conclusively relying upon, in addition to the documents required by Section 13.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Subsidiary Guarantors party thereto, enforceable against them in accordance with its terms, subject to
customary exceptions. No Opinion of Counsel will be required by the immediately preceding sentence for the Trustee to execute any amendment or supplement adding a new Subsidiary Guarantor under this Indenture. 

ARTICLE 10 
 GUARANTEES 

 

	Section 10.01.	 Guarantee. 



Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior secured basis, 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 Issuer hereunder or thereunder:
(a) the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuer under this Indenture and the Notes, whether for payment of principal of or interest on the Notes,
expenses, indemnification or otherwise, on the terms set forth in this Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due 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
shall 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. 

  
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 The Guarantors hereby agree that their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery
of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be
discharged except by complete performance of the obligations contained in the Notes and this Indenture. 
 If any Holder or the Trustee is
required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such
Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
 Each Guarantor also agrees to
pay any and all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. 

Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Guarantee. Any Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount
equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. 

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for
liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest
extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by
any obligee on the Notes or Guarantees, whether as a voidable preference, fraudulent transfer or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced,
restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. 
 Each payment to be made by a Guarantor in respect of its Guarantee shall
be made without set-off, counterclaim, reduction or diminution of any kind or nature. 
  

	Section 10.02.	 Limitation on Guarantor Liability. 



Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount
and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive 

  
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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 Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. 
  

	Section 10.03.	 Execution and Delivery. 



To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf
of such Guarantor by an Officer of such Guarantor. 
 Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof
shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
 If
an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. 

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth
in this Indenture on behalf of the Guarantors. 
 If required by Section 4.16 hereof, the Issuer shall cause any newly created or
acquired Restricted Subsidiary to comply with the provisions of Section 4.16 hereof and this Article 10, to the extent applicable. 
  

	Section 10.04.	 Subrogation. 



Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by any Guarantor
pursuant to the provisions of Section 10.01 hereof; provided that, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all obligations of the Issuer under this
Indenture and the Notes shall have been paid in full. 
  

	Section 10.05.	 Benefits Acknowledged. 



Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture
and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. 
  

	Section 10.06.	 Release of Guarantees. 



A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged and no further action by such Guarantor, the
Issuer or the Trustee is required for the release of such Guarantor’s Guarantee upon: 
 (1)    (A)
any direct or indirect sale, exchange or transfer (by merger, consolidation or otherwise) of (i) the Capital Stock of such Subsidiary Guarantor (including any sale, exchange or transfer), after which the applicable Subsidiary Guarantor is no
longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Subsidiary Guarantor which sale, exchange or transfer is made in a manner not in violation of the applicable provisions of this Indenture; 

(B)    the release or discharge of the guarantee by such Subsidiary Guarantor of the Senior Credit
Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; 

(C)    the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an
Unrestricted Subsidiary; or 

  
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 (D)    the Issuer exercising its Legal Defeasance option
or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in a manner not in violation of the terms of this Indenture; and 

(2)    the Issuer delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. 
 Upon request
of the Issuer, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. 

ARTICLE 11 
 SATISFACTION AND
DISCHARGE 
  

	Section 11.01.	 Satisfaction and Discharge. 



This Indenture shall be discharged and shall cease to be of further effect as to the Notes, when either: 

(1)    all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have
been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or 

(2)    (A)    all Notes not theretofore delivered to the Trustee for cancellation have
become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the
benefit of the Holders of the Notes cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on
the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided that upon any redemption that requires the payment of the Applicable
Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of
the date of redemption only required to be deposited with the Trustee on or prior to the date of redemption; 

(B)    the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and 

(C)    the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward
the payment of the Notes at maturity or the redemption date, as the case may be. 
 In addition, the Issuer must deliver an Officer’s
Certificate and an Opinion of Counsel 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 shall have been deposited with the Trustee pursuant to subclause
(A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive. 
  

	Section 11.02.	 Application of Trust Money. 



Subject to the provisions of Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) 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


  
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Agent (including the Issuer or Subsidiary Guarantor acting as the Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest
for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 

If the Trustee or Paying Agent is unable to apply any money or 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 Issuer’s and any Subsidiary 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 until such time as the Trustee or any Paying Agent is permitted to apply all such money or Government Securities in
accordance with Section 11.01 hereof; provided that if the Issuer has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 

ARTICLE 12 
 COLLATERAL 

 

	Section 12.01.	 Security Documents. 



(a)    From and after the Issue Date, the payment of the principal of and interest and premium, if any, on the Notes when
due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Notes Obligations
and the performance of all other obligations of the Issuer and the Guarantors under this Indenture, the Intercreditor Agreement, the Security Documents, the Guarantees and the Notes shall be secured as provided in the Security Documents, which the
Issuer and the Guarantors entered into on April 30, 2019 and will be secured by Security Documents thereafter delivered as required or permitted by this Indenture, the Intercreditor Agreement or the Security Documents. It is acknowledged and
agreed that it is the sole obligation of the Issuer to file UCC financing statements. The Issuer shall, and shall cause each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to UCC
financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and take all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuer and
the Guarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security
interest subject only to Permitted Liens and Liens permitted by Section 4.12. 
  

	Section 12.02.	 Notes Collateral Agent. 



(a)    The Notes Collateral Agent is authorized and empowered to appoint one or more
co-Notes Collateral Agents as it deems necessary or appropriate. 

(b)    Subject to Section 7.01, neither the Trustee nor the Notes Collateral Agent nor any of any of their respective
officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for
the creation, perfection, priority, sufficiency or protection of any Lien securing the Notes Obligations, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce
any of the Liens securing the Notes Obligations or the Security Documents or any delay in doing so. 
 (c)    The Notes
Collateral Agent will be subject to such directions as may be given it by the Trustee from time to time (as required or permitted by this Indenture); provided that in the event of conflict between directions received pursuant to the Security
Documents and the Intercreditor Agreement and directions received hereunder, the Notes Collateral Agent will be subject to directions received pursuant to the Security Documents and the Intercreditor Agreement. Except as directed by the Trustee as
required or permitted by this Indenture and any 

  
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other representatives pursuant to the Security Documents or the Intercreditor Agreement, the Notes Collateral Agent will not be obligated: 

(i)    to act upon directions purported to be delivered to it by any other person; 

(ii)    to foreclose upon or otherwise enforce any Lien securing the Notes Obligations; 

(iii)    to take any other action whatsoever with regard to any or all of the Liens securing the Notes
Obligations or the Security Documents. 
 (d)    The Notes Collateral Agent will be accountable only for amounts that it
actually receives as a result of the enforcement of the Liens securing the Notes Obligations or the Security Documents. 

(e)    In acting as Notes Collateral Agent or co-Notes Collateral Agent, the Notes
Collateral Agent and each co-Notes Collateral Agent may rely upon and enforce each and all of the rights, protections, privileges, powers, immunities, indemnities and benefits of the Trustee under Article 7
hereof. 
 (f)    The Holders of Notes agree that the Notes Collateral Agent shall be entitled to the rights,
privileges, protections, immunities, indemnities and benefits provided to the Notes Collateral Agent by this Indenture and the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, consents to the terms of and authorizes
and directs the Trustee (in each of its capacities) and the Notes Collateral Agent to (i) enter into each of the Intercreditor Agreement and the Second Lien Notes Security Agreement in each of its capacities thereunder by executing an Other
Second Priority Lien Secured Party Consent substantially in the form of Exhibit V to the Second Lien Notes Security Agreement and (ii) perform its obligations under each of the Intercreditor Agreement and the Security Documents in accordance
with the terms thereof. 
 (g)    If the Issuer (i) incurs First Priority Lien Obligations not prohibited by this
Indenture at any time when no intercreditor agreement is in effect or at any time when Indebtedness constituting First Priority Lien Obligations entitled to the benefit of the Intercreditor Agreement is concurrently retired, and (ii) delivers
to the Notes Collateral Agent an Officer’s Certificate so stating and requesting the Notes Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the Intercreditor Agreement) in favor of a designated agent
or representative for the holders of the First Priority Lien Obligations so incurred, the Notes Collateral Agent shall (and is hereby authorized and directed to) enter into such intercreditor agreement, bind the Holders on the terms set forth
therein and perform and observe its obligations thereunder. 
 (h)    At all times when the Trustee is not itself the
Notes Collateral Agent, the Issuer will deliver to the Trustee copies of all Security Documents delivered to the Notes Collateral Agent and copies of all documents delivered to the Notes Collateral Agent pursuant to this Indenture and the Security
Documents. 
 (i)    Notwithstanding anything in this Indenture to the contrary and for the avoidance of doubt, the
Notes Collateral Agent and the Trustee shall have no duty to act outside of the United States of America in respect of any Collateral. 

(j)    No notes collateral agent hereunder shall be personally liable for any reason for any act or omission of any other
notes collateral agent hereunder. 
  

	Section 12.03.	 Authorization of Actions to be Taken. 



(a)    Each Holder of Notes, by its acceptance thereof, appoints the Notes Collateral Agent as its collateral agent under
the Security Documents, consents and agrees to the terms of each Security Document, the Intercreditor Agreement and any future intercreditor agreement under Section 12.02(g) as originally in effect and as amended, supplemented or replaced from
time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and/or the Notes Collateral Agent to enter into the Intercreditor Agreement and the Security Documents to which it is a party, authorizes
and empowers the Trustee to direct the Notes Collateral Agent to enter into, and the Notes Collateral Agent to execute and deliver, the Security Documents and Intercreditor 

  
 -93- 












 
Agreement and authorizes and empowers the Trustee and the Notes Collateral Agent to bind the Holders of Notes and other holders of Obligations secured by the Security Documents as set forth in
the Security Documents to which it is a party, the Intercreditor Agreement and any future intercreditor agreement under Section 12.02(g) and to perform its obligations and exercise its rights and powers thereunder. 

(b)    Subject to the provisions of the Intercreditor Agreement, any future intercreditor agreement under
Section 12.02(g) and the Security Documents, the Trustee and the Notes Collateral Agent are authorized and empowered to receive for the benefit of the Holders of Notes any funds collected or distributed under the Security Documents to which the
Notes Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Notes according to the provisions of this Indenture. 

(c)    Subject to the provisions of Article 6 and Section 7.01 and 7.02 hereof, the Intercreditor Agreement, any
future intercreditor agreement under Section 12.02(g) and the Security Documents, upon the occurrence and continuance of an Event of Default, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of
the Holders, the Notes Collateral Agent to take all actions it deems necessary or appropriate in order to: 

(i)    foreclose upon or otherwise enforce any or all of the Liens securing the Notes Obligations; 

(ii)    enforce any of the terms of the Security Documents to which the Notes Collateral Agent or Trustee
is a party; or 
 (iii)    collect and receive payment of any and all Notes Obligations. 

(d)    Subject to the Intercreditor Agreement and any future intercreditor agreement under Section 12.02(g), the
Trustee is authorized and empowered to institute and maintain, or direct the Notes Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the Liens securing the Notes Obligations or the
Security Documents to which the Notes Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the Notes Collateral Agent or Trustee is a
party or this Indenture, and such suits and proceedings as the Trustee or the Notes Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders of Notes in the Collateral, including power to institute
and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such
enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of Holders, the Trustee or the Notes Collateral Agent 
  

	Section 12.04.	 Release of Liens. 



(a)    Notwithstanding anything to the contrary in the Security Documents or the Intercreditor Agreement and any future
intercreditor agreement under Section 12.02(g), Collateral may be released from the Lien and security interest created by the Security Documents to secure the Notes and obligations under this Indenture at any time or from time to time in
accordance with the provisions of the Intercreditor Agreement and any future intercreditor agreement under Section 12.02(g) or the Security Documents or as provided hereby. The applicable assets included in the Collateral shall be automatically
released from the Liens securing the Notes: 
 (i)    to enable the Issuer or any Guarantor to consummate
the disposition (other than any disposition to the Issuer or another Guarantor) of such property or assets to the extent not prohibited under Section 4.11; 

(ii)    in respect of the property and assets of a Subsidiary Guarantor, upon the release or discharge of
the Guarantee of such Subsidiary Guarantor in accordance with Section 4.11 and the definition of “Unrestricted Subsidiary”, and such Guarantor shall be automatically released from its obligations hereunder and under the Security
Documents; 

  
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 (iii)    as provided in the Intercreditor Agreement with
respect to enforcement actions by the holders of First Priority Lien Obligations; 
 (iv)    upon any
Collateral becoming an Excluded Asset to the extent and for so long as such asset is an Excluded Asset; 

(v)    to the extent permitted by the applicable Security Documents; 

(vi)    in respect of any Collateral securing First Priority Lien Obligations, upon the release of the
liens on such Collateral by the Senior Credit Facilities Collateral Agent, other than a release made in connection with a discharge in full of the First Priority Lien Obligations; and 

(vii)    if the Notes have been discharged or defeased pursuant to Section 8.01 

In addition, (i) the security interests granted pursuant to the Security Documents securing the Notes Obligations shall automatically
terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Grantors (as defined in the Security Agreement), as of the date when all the
Notes Obligations under this Indenture and the Security Documents (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds; and (ii) the security interests
granted pursuant to the Security Documents securing the Notes Obligations shall automatically terminate as of the date when the Holders of at least 66.67% in aggregate principal amount of all Notes issued under this Indenture consent to the
termination of the Security Documents. 
 In connection with any termination or release pursuant to this Section 12.04(a), the Notes
Collateral Agent shall execute and deliver to any Grantor (as defined in the Security Agreement), at such Grantor’s sole expense, all documents that such Grantor shall reasonably request to evidence such termination or release (including,
without limitation, UCC termination statements), and will duly assign and transfer to such Grantor, such of the Collateral (as defined in the Security Agreement) that may be in the possession of the Notes Collateral Agent and has not theretofore
been sold or otherwise applied or released pursuant to this Indenture or the Security Documents. Any execution and delivery of documents pursuant to this Section 12.04(a) shall be without recourse to or warranty by the Notes Collateral Agent.
In connection with any release pursuant to this Section 12.04(a), the Grantors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements.

 Upon the receipt of an Officer’s Certificate from the Issuer, as described in Section 12.04(b) below, if applicable, and any
necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Notes Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be
released pursuant to this Indenture or the Security Documents or the Intercreditor Agreement, or any future intercreditor agreement under Section 12.02(g). 

(b)    Notwithstanding anything herein to the contrary, in connection with (x) any release of Collateral pursuant to
Section 12.04(a)(ii) or (vi), such Collateral may not be released from the Lien and security interest created by the Security Documents and (y) any release of Collateral pursuant to Section 12.04(a), the Notes Collateral Agent shall
not be required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officer’s Certificate and Opinion of Counsel certifying that all conditions precedent, including, without
limitation, this Section 12.04, have been met, and stating under which of the circumstances set forth in Section 12.04(a) above the Collateral is being released, have been delivered to the Notes Collateral Agent on or prior to the date of
such release or, in the case of clause (y) above, the date on which the Notes Collateral Agent executes any such instrument. 
  

	 	Section 12.05.	 Powers Exercisable by Receiver or Trustee.  



In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 12 upon
the Issuer or the Guarantors with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee


  
 -95- 












 
shall be deemed the equivalent of any similar instrument of the Issuer or the Guarantors or of any officer or officers thereof required by the provisions of this Article 12; and if the Trustee,
Notes Collateral Agent or a nominee of the Trustee or Notes Collateral Agent shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee, Notes Collateral Agent or a nominee of
the Trustee or Notes Collateral Agent. 
  

	 	Section 12.06.	 Release Upon Termination of the Issuer’s Obligations. 



In the event (i) that the Issuer delivers to the Trustee an Officer’s Certificate and Opinion of Counsel certifying that all the
Notes Obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by the payment in full of the Issuer’s Notes Obligations under the Notes, this Indenture and the Security Documents, and all such
Notes Obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Indenture occurs under Article Eight, the Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice stating that
the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes Collateral
Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done all acts reasonably necessary at the request and expense of the Issuer to release such Lien as soon as is reasonably practicable.

 ARTICLE 13 
 MISCELLANEOUS

  

	Section 13.01.	 Notices. 



Any notice or communication by the Issuer, any Subsidiary Guarantor, the Trustee or any Paying Agent to the others is duly given if in writing,
in English and delivered in person or via facsimile, or mailed by first-class mail (registered or certified, return receipt requested) or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to the Issuer and/or any Subsidiary Guarantor: 

Entercom Media Corp. 
 2400
Market Street, 4th Floor 
 Philadelphia, PA 19103 

Attention: Richard Schmaeling 

If to the Trustee: 
 Deutsche
Bank Trust Company Americas 
 60 Wall Street, 24th Floor 

Mail Stop: NYC60-2405 
 New York,
New York 10005 
 Attention: Trust and Agency Services 

Client Services Manager – Entercom Media Corp. Deal ID #SF4675 

Facsimile: (732) 578-4635 

The Issuer, any Subsidiary Guarantor, the Trustee or any Paying Agent, by notice to the others, may designate additional or different
addresses for subsequent notices or communications. 
 All notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail (or in the case of Notes in global form, on the date the notice is sent pursuant to the applicable
procedures of the Depositary); on the date electronically sent (with pdf attachment) if electronically delivered or faxed; and the 

  
 -96- 












 next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next
day delivery; and on the first date of which publication is made, if given by publication; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof. 

Any notice or communication to a Holder shall 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 shall not affect its sufficiency with respect to other
Holders. 
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not
the addressee receives it. 
 If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent
at the same time. 
  

	Section 13.02.	 Legal Holidays 



If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue
on any amount that would have been otherwise payable on such payment date if it were a Business Day for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected. 

 

	Section 13.03.	 Certificate and Opinion as to Conditions Precedent. 



Upon any request or application by the Issuer or any of the Subsidiary Guarantors to the Trustee to take any action under this Indenture
(except in connection with the original issuance of the Notes), the Issuer, the Issuer or such Subsidiary Guarantor, as the case may be, shall furnish to the Trustee (except as set forth in Section 9.05 hereof): 

(a)    an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 13.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

 (b)    an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall
include the statements set forth in Section 13.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
  

	Section 13.04.	 Statements Required in Certificate or Opinion. 



Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to Section 4.04 hereof) shall include: 
 (a)    a statement that the Person
making such certificate or opinion has read such covenant or condition; 
 (b)    a brief statement as to
the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

(c)    a statement that, in the opinion of such Person, he or she has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (which examination or investigation, in the case of an Opinion of Counsel, may be limited to reliance
on an Officer’s Certificate as to matters of fact); and 

  
 -97- 












 (d)    a statement as to whether or not, in the opinion
of such Person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials. 

 

	Section 13.05.	 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 13.06.	 No Personal Liability of Directors, Officers, Employees and Stockholders. 



No director, officer, employee, incorporator, member or stockholder of the Issuer or any Guarantor shall have any liability for any obligations
of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes. 
  

	Section 13.07.	 Governing Law. 



THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

 

	Section 13.08.	 Waiver of Jury Trial. 



EACH OF THE ISSUER, THE SUBSIDIARY GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
  

	Section 13.09.	 Force Majeure. 



In no event shall the Trustee incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by
reason of any occurrence beyond the reasonable control of the Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, pandemic, epidemic,
recognized public emergencies, 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, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). 

 

	Section 13.10.	 No Adverse Interpretation of Other Agreements. 



This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or any of the Restricted Subsidiaries or
of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
  

	Section 13.11.	 Successors. 



All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee or any Agent in this
Indenture shall bind its successors. All agreements of each Subsidiary Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.05 hereof. 

  
 -98- 













	Section 13.12.	 Severability. 



In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby. 
  

	Section 13.13.	 Counterpart Originals. 



The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture and signature pages for all purposes. Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed
original signatures for purposes of this Indenture and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Indenture or
any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Indenture or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with
respect to the delivery of securities or the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws,
rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be
binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or
thereto. When the Trustee acts on any Executed Documentation sent by electronic transmission, the Trustee will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with
such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or
otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Trustee shall conclusively presume that Executed Documentation that purports to have been
sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising
out of such electronic methods, including, without limitation, the risk of the Trustee acting on unauthorized instructions and the risk of interception and misuse by third parties. 

 

	Section 13.14.	 Table of Contents, Headings, etc. 



The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
  

	Section 13.15.	 U.S.A. Patriot Act.. 



In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee and Agents are
required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee and Agents. Accordingly, each of the parties agree to provide to the Trustee and Agents,
upon their request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee and Agents to comply with Applicable Law. 

[Signatures on following page] 

  
 -99- 












 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed
as of the date first above written. 
  

					
	ENTERCOM MEDIA CORP.., as Issuer
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM MIAMI, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	 ENTERCOM, INC., as a Subsidiary Guarantor

(f/k/a CBS Radio Media Corporation)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	 ENTERCOM OPERATIONS, INC., as a Subsidiary Guarantor

(f/k/a CBS Radio Stations Inc.)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	 ENTERCOM ILLINOIS, LLC, as a Subsidiary Guarantor

(f/k/a CBS Radio of Illinois, LLC)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	 ENTERCOM MARYLAND, LLC, as a Subsidiary Guarantor

(f/k/a CBS Radio of Maryland, LLC)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary



  
 [Signature Page to the
Indenture] 












 
					
	 ENTERCOM MASSACHUSETTS, LLC, as a Subsidiary Guarantor

(f/k/a Infinity Broadcasting Corporation)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	 ENTERCOM MICHIGAN, LLC, as a Subsidiary Guarantor

(f/k/a CBS Radio of Michigan, LLC)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	 ENTERCOM WASHINGTON DC, LLC, as a Subsidiary Guarantor

(f/k/a CBS Radio of Washington DC, LLC)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	 ENTERCOM RADIO TOWER, LLC, as a Subsidiary Guarantor

(f/k/a CBS Radio Tower, LLC)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	 ENTERCOM SPORTS RADIO, LLC, as a Subsidiary Guarantor

(f/k/a CBS Sports Radio, LLC)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	EVENTFUL, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary



  
 [Signature Page to the
Indenture] 












 
					
	ENTERCOM GEORGIA, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM CALIFORNIA, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM COLORADO, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	 ENTERCOM FLORIDA, LLC, as a Subsidiary Guarantor

(f/k/a Entercom Gainesville, LLC)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM SOUTH CAROLINA, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM INDIANA, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary



  
 [Signature Page to the
Indenture] 












 
					
	 ENTERCOM KANSAS, LLC, as a Subsidiary Guarantor

(f/k/a Entercom Kansas City, LLC)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM MISSOURI, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM LOUISIANA, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	 ENTERCOM NEW YORK, LLC, as a Subsidiary Guarantor

(f/k/a Entercom Buffalo, LLC)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM NORTH CAROLINA, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	 ENTERCOM PENNSYLVANIA, LLC, as a Subsidiary Guarantor

(f/k/a Entercom Wilkes-Barre Scranton, LLC)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary



  
 [Signature Page to the
Indenture] 












 
					
	ENTERCOM OREGON, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM RHODE ISLAND, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM WASHINGTON, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM TENNESSEE, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	 ENTERCOM TEXAS, LLC, as a Subsidiary Guarantor

(f/k/a Entercom Austin, LLC)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM VIRGINIA, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary



  
 [Signature Page to the
Indenture] 












 
					
	 ENTERCOM WISCONSIN, LLC, as a Subsidiary Guarantor

(f/k/a Entercom Madison, LLC)

		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM LICENSE, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM PROPERTIES, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM ARIZONA, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM CONNECTICUT, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM MINNESOTA, LLC, as a Subsidiary Guarantor
		
	By:	 	              /s/
Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary



  
 [Signature Page to the
Indenture] 












 
					
	ENTERCOM NEVADA, LLC, as a Subsidiary Guarantor
		
	By:	 	
              /s/ Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	ENTERCOM OHIO, LLC, as a Subsidiary Guarantor
		
	By:	 	
              /s/ Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	INFINITY BROADCASTING LLC, as a Subsidiary Guarantor
		
	By:	 	
              /s/ Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	PINEAPPLE STREET MEDIA LLC, as a Subsidiary Guarantor
		
	By:	 	
              /s/ Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	QL GAMING GROUP, LLC, as a Subsidiary Guarantor
		
	By:	 	
              /s/ Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary
	
	PODCORN MEDIA, LLC, as a Subsidiary Guarantor
		
	By:	 	
              /s/ Andrew P. Sutor, IV

		 	Name:	 	Andrew P. Sutor, IV
		 	Title:	 	Executive Vice President and Secretary



  
 [Signature Page to the
Indenture] 












 
					
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee and Notes Collateral Agent
		
	By:	 	
              /s/ Kathryn Fischer

		 	Name:	 	Kathryn Fischer
		 	Title:	 	Vice President
		
	By:	 	
              /s/ Jeffrey Schoenfeld

		 	Name:	 	Jeffrey Schoenfeld
		 	Title:	 	Vice President



  
 [Signature Page to the
Indenture] 












 EXHIBIT A 

[Face of Note] 
 [Insert the Global Note Legend,
if applicable pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the
Indenture] 
 [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] 

  
 A-1 












 CUSIP [144A: 29365D AB5][Regulation S: U2937M AC6] 

ISIN [144A: US29365DAB55][Regulation S: USU2937MAC65] 

[[RULE 144A][REGULATION S] GLOBAL NOTE 

representing up to 

$                ] 

6.750% Senior Secured Second-Lien Notes due 2029 
  

			
	No.	  	[$            ]
		
	ENTERCOM MEDIA CORP.	  	

 promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the 

Schedule of Exchanges of 
 Interests in the Global Note attached
hereto] [of
                                         
            United States Dollars] on March 31, 2029. 
 Interest Payment Dates: March 31
and September 30 
 Record Dates: March 15 and September 15 

  
 A-2 












 IN WITNESS HEREOF, the Issuer has caused this
instrument to be duly executed. 
  

			
	ENTERCOM MEDIA CORP.
		
	By:	 	
                     
                                         
                   

		 	Name:
		 	Title:



  
 A-3 












 This is one of the Notes referred to in the within-mentioned Indenture: 

Dated: March 25, 2021 
  

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 A-4 












 [Back of Note] 

6.750% Senior Secured Second-Lien Notes due 2029 

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

1.    INTEREST. ENTERCOM MEDIA CORP., a Delaware corporation, promises to pay interest on the principal amount of this
Note at 6.750% per annum from March 25, 20211 until maturity. The Issuer will pay interest semi-annually in arrears on March 31 and September 30 of each year, or if any such day is
not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). The first Interest Payment Date shall be September 30, 2021.2 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. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any,
from time to time on demand at the interest rate on the Notes. At maturity, the Issuer will pay accrued and unpaid interest from the most recent date to which interest has been paid or provided for. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. 

2.    METHOD OF PAYMENT. The Issuer will pay interest on the Notes to the Persons who are registered Holders of Notes at
the close of business on the March 15 or September 15 (whether or not a Business Day), as the case may be, immediately 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. 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 and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Issuer or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3.    PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company Americas will act as Paying Agent and Registrar.
The Issuer may change the Paying Agents or the Registrars without prior notice to the Holders. The Issuer or any of its Subsidiaries, including the Issuer, may act as a Paying Agent or Registrar. 

4.    INDENTURE. The Issuer issued the Notes under an Indenture, dated as of March 25, 2021 (the
“Indenture”), among Entercom Media Corp., the Subsidiary Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated as its 6.750% Senior Secured Second-Lien Notes due
2029. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.01 and 4.10 of the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to
the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 

5.    OPTIONAL REDEMPTION. 

(a)    Except as described below under clauses 5(b) and 5(c) hereof, the Issuer will not be entitled to redeem the Notes at
its option prior to March 31, 2024. 
 (b)    At any time prior to March 31, 2024 the Issuer may redeem all or
a part of the Notes upon notice as described in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of Notes 

 

	1 	 With respect to the initial Notes. 



	2 	 With respect to the initial Notes. 



  
 A-5 












 
redeemed plus the Applicable Premium as of the redemption date, plus, without duplication, accrued and unpaid interest, if any, to, but excluding, the redemption date, subject to
the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. 

(c)    Until March 31, 2024, the Issuer may, at its option, upon notice as described in Section 3.03 of the
Indenture, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes issued by it at a redemption price equal to 106.750% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if
any, to, but excluding, the applicable redemption date, with the net cash proceeds of one or more Equity Offerings; provided that at least 50% of the aggregate principal amount of the Notes originally issued under the Indenture remains
outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering. Notice of any redemption upon any
Equity Offering may be given prior to such Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to completion of the related Equity Offering. 

(d)    At any time, in connection with any tender offer or other offer to purchase the Notes (including pursuant to a
Change of Control Offer or Asset Sale Offer, if not less than 90.0% in aggregate principal amount of the outstanding Notes are purchased by the Issuer, or, in the case of a Change of Control Offer, any third party purchasing or acquiring Notes in
lieu of the Issuer, the Issuer or such third party will have the right, upon notice as described in Section 3.03 of the Indenture, to redeem the Notes of such series that remain outstanding following such purchase at the price paid to Holders
in such purchase, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment
Date falling prior to or on the redemption date). 
 (e)    On and after March 31, 2024, the Issuer may redeem the
Notes, in whole or in part, upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest
thereon, if any, to, but excluding, the applicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period
beginning on March 31 of each of the years indicated below: 
  

					
	Year	  	Percentage	 
	 2024
	  	 	103.375	% 
	 2025
	  	 	101.688	% 
	 2026 and thereafter
	  	 	100.000	% 

 (f)    Any redemption pursuant to this paragraph 5 shall be made pursuant to the
provisions of Section 3.01 through 3.06 of the Indenture. In addition, any redemption pursuant to this paragraph 5 may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to,
completion of a debt or equity financing, acquisition or other transaction, event or other specified condition. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe
each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied or waived (including to a date later than 60 days after
the date on which such notice was mailed or delivered electronically), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or
by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied or waived. 

6.    MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with
respect to the Notes. 
 7.    NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption
will be mailed by first-class mail, or delivered electronically if the Notes are held at DTC, at least 10 but not more than 60 days before the redemption date (except that redemption notices may be mailed, or delivered electronically if the Notes
are held at DTC, more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger
than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.


  
 A-6 












 8.    OFFERS TO REPURCHASE. 

(a)    Upon the occurrence of a Change of Control Repurchase Event, the Issuer shall make an offer (a “Change of
Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with 4.15 of the Indenture. 

(b)    If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale, within ten (10) Business Days
of each date that Excess Proceeds exceeds the greater of (x) $25.0 million and (y) 0.5% of Total Assets, the Issuer or any other Restricted Subsidiary shall commence an offer to all Holders of the Notes and, if required by the terms of any
Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including
any Additional Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if
any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set
forth in the Indenture. To the extent that the aggregate principal amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for
general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate amount of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes and such Pari Passu Indebtedness to be purchased (a) on a pro rata basis based on the amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered or (b) by lot or such similar method in
accordance with the procedures of The Depository Trust Company; provided that no notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 

9.    DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons 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 to furnish appropriate endorsements and transfer
documents in connection with a transfer of Notes. Holders shall pay all taxes due on transfer. The Issuer is not required to transfer or exchange any Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.
Also, the Issuer is not required to issue, transfer or exchange any Note for a period of 15 days before the mailing or electronic delivery of a notice of redemption of Notes to be redeemed. 

10.    PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 

11.    AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as
provided in the Indenture. 
 12.    DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in
Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other
monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount
of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any,
or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by 

  
 A-7 












 
notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal
of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the
Issuer is required within ten (10) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto. 

13.    AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose until authenticated by the manual or electronic signature of the Trustee. 
 14.    GOVERNING LAW. THE LAWS
OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES. 

15.    CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at
the following address: 
 Entercom Media Corp. 

2400 Market Street, 4th Floor 

Philadelphia, PA 19103 

Attention: Richard Schmaeling 

  
 A-8 












 ASSIGNMENT FORM 
  

					
	 To assign this Note, fill in the form below:
	 		  	
	 (I) or (we) assign and transfer this Note to:
	 		  	  

		 		  	(Insert assignee’s legal name)

  
  

(Insert assignee’s soc. sec. or tax I.D. no.) 
  

 
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
 and irrevocably appoint 
 to transfer
this Note on the books of the Issuer. The agent may substitute another to act for him. 
  

					
	Date:                     	  		  	
		  	Your Signature:	  	  

		  		  	(Sign exactly as your name appears on the face of this Note)
	
	Signature Guarantee*:
                                         
                                   

  

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee). 



  
 A-9 












 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate
box below: 
  

			
	 ☐ Section 4.10
	  	☐ Section 4.14

 If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 or
Section 4.14 of the Indenture, state the amount you elect to have purchased: 
  

					
	
$                    
.
	 		 	
			
	Date:                    	 		 	
	 	 	Your Signature:	 	  

	 	 	 	 	(Sign exactly as your name appears on the face of this Note)
		
	Signature Guarantee*:
                                         
                   	 	

  

	*	 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee). 



  
 A-10 












 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The initial outstanding principal amount of this Global Note is $        . The following exchanges of
a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: 

 

																	
	Date of
Exchange	 	Amount of
decrease in
Principal
Amount	 	 	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 Note
Custodian	 
		 				 				 				 			
		 				 				 				 			
		 				 				 				 			
		 				 				 				 			
		 				 				 				 			
		 				 				 				 			

  

	*	 This schedule should be included only if the Note is issued in global form. 



  
 A-11 












 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 Entercom Media
Corp. 
 2400 Market Street, 4th Floor 

Philadelphia, PA 19103 
 Attention: Richard Schmaeling 

Transfer Unit – Operations 
 Deutsche Bank
Trust Company Americas 
 c/o DB Services Americas, Inc. 
 5022
Gate Parkway, Suite 200 
 Jacksonville, FL 32256 
 Attn:
Transfer Department 
 Entercom Media Corp. Deal ID, SF4675 

Deutsche Bank Trust Company Americas 
 60 Wall Street, 24th Floor

 Mail Stop: NYC60-2405 
 New York, New York 10005 

Attention: Trust and Agency Services 
 Client Services Manager
– Entercom Media Corp. Deal ID: SF4675 
 Facsimile: (732) 578-4635 

Re: 6.750% Senior Secured Second-Lien Notes due 2029 

Reference is hereby made to the Indenture, dated as of March 25, 2021 (the “Indenture”), among Entercom Media Corp., the
Subsidiary Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                     (the
“Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $         in such Note[s] or interests (the
“Transfer”), to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 

[CHECK ALL THAT APPLY] 

1.    ☐ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR A
RELEVANT DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A and such Transfer is in compliance with all applicable securities laws of the states of the United States and other jurisdictions. 

2.    ☐ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL
NOTE OR A 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 

  
 B-1 












 
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 Indenture and the Securities Act. 

3.    ☐ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE
PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 

a)    ☐ such Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act; 
 or 

b)    ☐ such Transfer is being effected to the Issuer or a subsidiary thereof; 

or 

c)    ☐ such Transfer is being effected pursuant to an effective registration statement under the
Securities Act and in compliance with the prospectus delivery requirements of the Securities Act. 
 4.    ☐ CHECK
IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE. 

a)    ☐ CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

 b)    ☐ CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture. 
 c)    ☐ CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.
(i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United 

  
 B-2 












 
States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 
 This certificate and the
statements contained herein are made for your benefit and the benefit of the Issuer. 
  

					
		 	[Insert Name of Transferor]
			
		 	By:	 	
/s/                    
                                        


		 		 	Name:
		 		 	Title:
	Dated:                    	 		 	


  
 B-3 












 ANNEX A TO CERTIFICATE OF TRANSFER 

5.    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/ISIN:                ), or 


  

	 	(ii)	 ☐ Regulation S Global Note
(CUSIP/ISIN:                ), or 


  

	 	b)	 ☐ a Restricted Definitive Note. 



6.    After the Transfer the Transferee will hold: 

[CHECK ONE] 
  

	 	a)	 ☐ a beneficial interest in the: 



 

	 	(i)	 ☐ 144A Global Note
(CUSIP/ISIN:                ), or 


  

	 	(ii)	 ☐ Regulation S Global Note
(CUSIP/ISIN:                ), or 


  

	 	(iii)	 ☐ Unrestricted Global Note
(CUSIP/ISIN:                ); or 


  

	 	b)	 ☐ a Restricted Definitive Note; or 



 

	 	c)	 ☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture 



  
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 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 Entercom Media
Corp. 
 2400 Market Street, 4th Floor 
 Philadelphia, PA 19103

 Attention: Richard Schmaeling 
 Transfer Unit –
Operations 
 Deutsche Bank Trust Company Americas 
 c/o
DB Services Americas, Inc. 
 5022 Gate Parkway, Suite 200 

Jacksonville, FL 32256 
 Attn: Transfer Department 

Entercom Media Corp. Deal ID, SF4675 
 Deutsche Bank Trust
Company Americas 
 60 Wall Street, 24th Floor 
 Mail Stop:
NYC60-2405 
 New York, New York 10005 
 Attention: Trust and
Agency Services 
 Client Services Manager – Entercom Media Corp. Deal ID, SF4675 

Facsimile: (732) 578-4635 

Re: 6.750% Senior Secured Second-Lien Notes due 2029 

Reference is hereby made to the Indenture, dated as of March 25, 2021 (the “Indenture”), among Entercom Media Corp., the
Subsidiary Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                     (the
“Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $         in such Note[s] or interests (the
“Exchange”). In connection with the Exchange, the Owner hereby certifies that: 

1)    EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR
UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE 
 a)    ☐
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial
interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States. 

  
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 b)    ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States. 

c)    ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, 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 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, 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. 

  
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 This certificate and the statements contained herein are made for your benefit and the
benefit of the Issuer and are dated                 . 
  

			
	[Insert Name of Transferor]
		
	By:	 	
/s/                    
                                         
              

		 	Name:
		 	Title:



  
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 EXHIBIT D 

[FORM OF SUPPLEMENTAL INDENTURE 

TO BE DELIVERED BY SUBSEQUENT SUBSIDIARY GUARANTORS] 

Supplemental Indenture (this “Supplemental Indenture”), dated as of
                ,                 among
                 (the “Guaranteeing Subsidiary”), an affiliate of Entercom Media Corp., a Delaware corporation (the “Issuer”), and
Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Notes Collateral Agent”). 

W I T N E S S E T H 
 WHEREAS,
the Issuer and the Subsidiary Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 25, 2021, providing for the
issuance of an unlimited aggregate principal amount of Senior Secured Second-Lien Notes due 2029 (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
Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties mutually covenant and agree for the equal and ratable benefit of the Holders 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 as follows: 
 (a)    Along with all Subsidiary Guarantors named in the Indenture, to
jointly and severally unconditionally guarantee 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 the Indenture, the Notes or the
obligations of the Issuer hereunder or thereunder, that: 
 (i)    the principal of and interest and
premium 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 and interest on the Notes, if any, if lawful, and all other obligations of the
Issuer 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 

(ii)    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 Subsidiary Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. 


  
 D-1 












 (b)    The obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the Notes or the 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 Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 

(c)    The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever. 

(d)    This Guarantee shall not be discharged except by complete performance of the obligations contained
in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Subsidiary Guarantor under the Indenture. 

(e)    If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the
Subsidiary Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid either to the Trustee or such
Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 

(f)    [Reserved]. 

(g)    As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee. 

(h)    To the extent that the Guaranteeing Subsidiary makes a payment under its Guarantee, the
Guaranteeing Subsidiary shall be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata
portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP. 

(i)    Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and
fixed liabilities that are relevant under any applicable bankruptcy or fraudulent conveyance 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 Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not
constitute a fraudulent transfer or conveyance. 
 (j)    This Guarantee shall remain in full force and
effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference,” “fraudulent transfer” or
otherwise, all as though such payment 

  
 D-2 












 
or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 

(k)    In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

(l)    This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary. 

(m)    Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made
without set-off, counterclaim, reduction or diminution of any kind or nature. 

(3)    Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in
full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 

(4)    [Reserved]. 

(5)    Releases. The Guarantee of the Guaranteeing Subsidiary shall be automatically and
unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon: 

(1)    (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the
Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer
is made in compliance with the applicable provisions of the Indenture; 
 (B)    the release or
discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee; 

(C)    the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or 

(D)    the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with
Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and 

(2)    the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. 

(6)    No Recourse Against Others. No director, officer, employee, incorporator, member or
stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Subsidiary Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.


  
 D-3 












 (7)    Governing Law. THIS SUPPLEMENTAL INDENTURE
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

(8)    Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery
of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes. 

(9)    Effect of Headings. The Section headings herein are for convenience only and shall not affect
the construction hereof. 
 (10)    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. 

(11)    Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of
Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that the Guaranteeing Subsidiary shall not be
entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all obligations of the Issuer under the Indenture and the Notes shall have been paid in full. 

(12)    Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms
and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the
guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 

(13)    Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture
shall bind its successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

  
 D-4 












 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written. 
  

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	
                     
                                         
                  

		 	Name:
		 	Title:
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:
	
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Notes Collateral Agent
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:



  
 D-5