Exhibit 4.1


 


 


NESCO HOLDINGS II, INC.


 


and


 


the Guarantors from time to time party hereto





$920,000,000 5.500% SENIOR SECURED SECOND LIEN NOTES DUE 2029



_________________________________



INDENTURE



Dated as of April 1, 2021



_________________________________





WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee and as Notes Collateral Agent



_________________________________


 


 


 






     


     


    

 




TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE 1

 DEFINITIONS AND INCORPORATION BY REFERENCE
	 
	Section 1.01	Definitions.	1
	Section 1.02	Other Definitions.	43
	Section 1.03	Rules of Construction.	44
	Section 1.04	Measuring Compliance.	44
	 	 	 
	ARTICLE 2

 THE NOTES
	 
	Section 2.01	Form and Dating.	46
	Section 2.02	Execution and Authentication.	47
	Section 2.03	Registrar and Paying Agent.	48
	Section 2.04	Paying Agent to Hold Money in Trust.	48
	Section 2.05	Holder Lists.	48
	Section 2.06	Transfer and Exchange.	49
	Section 2.07	Replacement Notes.	56
	Section 2.08	Outstanding Notes.	57
	Section 2.09	Treasury Notes.	58
	Section 2.10	Temporary Notes.	58
	Section 2.11	Cancellation.	58
	Section 2.12	Defaulted Interest.	58
	Section 2.13	CUSIP Numbers.	59
	 	 	 
	ARTICLE 3

 REDEMPTION AND PREPAYMENT
	 	 	 
	Section 3.01	Notices to Trustee.	59
	Section 3.02	Selection of Notes to Be Redeemed or Purchased.	59
	Section 3.03	Notice of Redemption.	60
	Section 3.04	Effect of Notice of Redemption.	61
	Section 3.05	Deposit of Redemption or Purchase Price.	61
	Section 3.06	Notes Redeemed or Purchased in Part.	61
	Section 3.07	Optional Redemption.	61
	Section 3.08	Mandatory Redemption.	63
	Section 3.09	Offer to Purchase by Application of Excess Proceeds.	63
	 	 	 
	ARTICLE 4

 COVENANTS
	 	 	 
	Section 4.01	Payment of Notes.	65
	Section 4.02	Maintenance of Office or Agency.	65
	Section 4.03	Reports.	65
	Section 4.04	Compliance Certificate.	68
	Section 4.05	Taxes.	68
	Section 4.06	Stay, Extension and Usury Laws.	68
	Section 4.07	Restricted Payments.	69
	Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.	74



 






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	 	 	Page
	 	 	 
	Section 4.09	Incurrence of Indebtedness and Issuance of Disqualified Stock or Preferred Stock.	76
	Section 4.10	Asset Sales.	84
	Section 4.11	Transactions with Affiliates.	88
	Section 4.12	Liens.	90
	Section 4.13	Corporate Existence.	91
	Section 4.14	Offer to Repurchase Upon Change of Control.	91
	Section 4.15	Permitted Activities of Holdings.	93
	Section 4.16	Future Guarantees.	94
	Section 4.17	Designation of Restricted Subsidiaries and Unrestricted Subsidiaries.	94
	Section 4.18	[Reserved].	95
	Section 4.19	Changes in Covenants When Notes Rated Investment Grade.	95
	Section 4.20	[Reserved].	96
	Section 4.21	[Reserved].	96
	Section 4.22	Further Assurances.	96
	Section 4.23	Maintenance of Collateral; Books and Records.	96
	Section 4.24	Impairment of Security Interest.	98
	 	 	 
	ARTICLE 5

 SUCCESSORS
	 	 	 
	Section 5.01	Merger, Consolidation or Sale of Assets.	98
	Section 5.02	Successor Corporation Substituted.	99
	 	 	 
	ARTICLE 6

 DEFAULTS AND REMEDIES
	 	 	 
	Section 6.01	Events of Default.	99
	Section 6.02	Acceleration.	101
	Section 6.03	Other Remedies.	103
	Section 6.04	Waiver of Past Defaults.	103
	Section 6.05	Control by Majority.	103
	Section 6.06	Limitation on Suits.	103
	Section 6.07	Rights of Holders of Notes to Receive Payment.	104
	Section 6.08	Collection Suit by Trustee.	104
	Section 6.09	Restoration of Rights and Remedies.	104
	Section 6.10	Trustee May File Proofs of Claim.	104
	Section 6.11	Priorities.	105
	Section 6.12	Undertaking for Costs.	105
	 	 	 
	ARTICLE 7

 TRUSTEE
	 	 	 
	Section 7.01	Duties of Trustee.	105
	Section 7.02	Rights of Trustee.	106
	Section 7.03	Individual Rights of Trustee.	108
	Section 7.04	Trustee’s Disclaimer.	108
	Section 7.05	Notice of Defaults.	108
	Section 7.06	[Reserved].	108
	Section 7.07	Compensation and Indemnity.	108
	Section 7.08	Replacement of Trustee.	109
	Section 7.09	Successor Trustee by Merger, etc.	110
	Section 7.10	Eligibility; Disqualification.	110


 






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	 	 	Page
	 	 	 
	ARTICLE 8

 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance.	110
	Section 8.02	Legal Defeasance and Discharge.	111
	Section 8.03	Covenant Defeasance.	111
	Section 8.04	Conditions to Legal or Covenant Defeasance.	112
	Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.	113
	Section 8.06	Repayment to the Issuer.	113
	Section 8.07	Reinstatement.	113
	 	 	 
	ARTICLE 9

 AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	 
	Section 9.01	Without Consent of Holders of Notes.	114
	Section 9.02	With Consent of Holder of Notes.	115
	Section 9.03	[Reserved].	116
	Section 9.04	Revocation and Effect of Consents.	116
	Section 9.05	Notation on or Exchange of Notes.	116
	Section 9.06	Trustee to Sign Amendments, etc.	116
	 	 	 
	ARTICLE 10

 NOTE GUARANTEES
	 	 	 
	Section 10.01	Guarantee.	117
	Section 10.02	Limitation on Guarantor Liability.	118
	Section 10.03	[Reserved].	118
	Section 10.04	[Reserved].	118
	Section 10.05	Execution and Delivery of Note Guarantee.	118
	Section 10.06	Guarantors May Consolidate, etc., on Certain Terms.	118
	Section 10.07	Releases.	119
	 	 	 
	ARTICLE 11

 SATISFACTION AND DISCHARGE
	 	 	 
	Section 11.01	Satisfaction and Discharge.	121
	Section 11.02	Application of Trust Money.	121
	 	 	 
	ARTICLE 12

 SECURITY
	 	 	 
	Section 12.01	Security Documents; Additional Collateral.	122
	Section 12.02	Concerning the Notes Collateral Agent.	122
	Section 12.03	Releases of Collateral.	124
	Section 12.04	Form and Sufficiency of Release.	125
	Section 12.05	Possession and Use of Collateral.	125
	Section 12.06	Specified Releases of Collateral; Satisfaction and Discharge; Defeasance.	126
	Section 12.07	[Reserved].	126
	Section 12.08	Purchaser Protected.	126
	Section 12.09	Authorization of Actions to be Taken by the Notes Collateral Agent Under the Security Documents.	126


 






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	 	 	Page
	 	 	 
	Section 12.10	Authorization of Receipt of Funds by the Trustee and the Notes Collateral Agent Under the Security Documents.	126
	Section 12.11	Powers Exercisable by Receiver or Notes Collateral Agent.	126
	 	 	 
	ARTICLE 13

 MISCELLANEOUS
	 	 	 
	Section 13.01	Notices.	127
	Section 13.02	Certificate and Opinion as to Conditions Precedent.	128
	Section 13.03	Statements Required in Certificate or Opinion.	128
	Section 13.04	Rules by Trustee and Agents.	129
	Section 13.05	No Personal Liability of Directors, Officers, Employees and Equity Holders, including Members.	129
	Section 13.06	Governing Law.	129
	Section 13.07	Consent to Jurisdiction.	129
	Section 13.08	No Adverse Interpretation of Other Agreements.	129
	Section 13.09	Successors.	130
	Section 13.10	Severability.	130
	Section 13.11	Counterpart Originals.	130
	Section 13.12	Table of Contents, Headings, etc.	130
	Section 13.13	Force Majeure.	130
	Section 13.14	Waiver of Jury Trial.	130
	Section 13.15	No Qualification Under the Trust Indenture Act.	130
	Section 13.16	Days Other than Business Days.	130


 






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EXHIBITS


 


	Exhibit A	FORM OF 144A AND REGULATION S 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 GUARANTORS
	Exhibit E	FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP
	Exhibit F	FORM OF PARI PASSU INTERCREDITOR AGREEMENT




 




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INDENTURE dated as of April 1, 2021 among Capitol
Investment Merger Sub 2, LLC, a Delaware limited liability company (“Holdings”), NESCO
Holdings II, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) from time to time
party hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral
agent (in such capacity, the “Notes Collateral Agent”).


 


On the date hereof, the Notes (as defined below)
are being issued in connection with the acquisition (the “Acquisition”) by the Issuer of 100% of the issued and outstanding
equity interests of Custom Truck One Source, L.P., a Delaware limited partnership (“Custom Truck”), and its Subsidiaries
pursuant to a purchase and sale agreement, dated as of December 3, 2020 (as amended, restated, supplemented or otherwise modified from
time to time, the “Acquisition Agreement”), by and among the Issuer, Nesco Holdings, Inc., a Delaware corporation,
the CTOS Sellers (as defined therein), the BlockerCo Sellers (as defined therein), the Sellers’ Representative (as defined therein)
and the Investor (as defined therein).


 


The Issuer, the Guarantors, the Trustee and the
Notes Collateral Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 5.500%
Senior Secured Second Lien Notes due 2029 (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, 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.


 


“ABL Collateral Agent” means
Bank of America, N.A. (including any of its Affiliates and branches), in its capacity as collateral agent for the lenders and the other
secured parties under the ABL Credit Agreement and shall include its branch offices and affiliates in any applicable jurisdiction, together
with its successors and permitted assigns under the ABL Credit Agreement.


“ABL Credit Agreement” means
that certain credit agreement with respect to the asset-based revolving credit facility to be entered into on or about the Issue Date
by and among the Issuer, Holdings, Bank of America, N.A., as administrative agent and as collateral agent, and the lenders, agents and
other parties party thereto, and including any related notes, Guarantees, collateral documents, instruments and agreements executed in
connection therewith, and, in each case, as amended, restated, supplemented, waived, renewed or otherwise modified from time to time,
and (if designated by the Issuer) as replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured,
repaid, refunded, refinanced or otherwise modified from time to time, including (if designated by the Issuer) any agreement or indenture
or commercial paper facilities with banks or other institutional lenders or investors extending the maturity thereof, refinancing, replacing
or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any
successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder permitted
under Section 4.09 hereof or altering the maturity thereof or adding Restricted Subsidiaries as additional borrowers or guarantors thereunder
and whether by the same or any other agent, lender or group of lenders. 


 


“ABL Credit Parties” means
the Issuer, as borrower, and the other guarantors from time to time party to the ABL Credit Agreement.


 






     


     


    

 


“ABL Debt” means:


 


(1) Indebtedness
(including letters of credit and reimbursement obligations with respect thereto) and other obligations incurred by the ABL Credit Parties
under or in respect of the ABL Credit Agreement and/or secured by the ABL Security Documents; and


 


(2) guarantees
by any Restricted Subsidiary in respect of any of the obligations described in the foregoing clause (1).


 


“ABL Documents” means, collectively,
the ABL Credit Agreement, the ABL Intercreditor Agreement and the indenture, credit agreement or other agreement governing other ABL Debt
and the security documents and guaranty agreements related to the foregoing.


 


“ABL Intercreditor Agreement”
means that certain intercreditor agreement, dated as of the Issue Date, by and among the ABL Collateral Agent, the Notes Collateral Agent
and each additional agent from time to time party thereto, and acknowledged by the grantors from time to time party thereto, as may be
amended, restated, supplemented or replaced, in whole or in part, from time to time.


 


“ABL Security Documents” means
all security agreements, pledge agreements, control agreements, collateral assignments, mortgages, deeds of trust, security deeds, deeds
to secure debt, hypothecs, collateral agency agreements, debentures or other instruments, pledges, grants or transfers for security or
agreements related thereto executed and delivered by the Issuer or any Guarantor creating or perfecting (or purporting to create or perfect)
a Lien upon Collateral (including, without limitation, financing statements under the UCC) in favor of the ABL Collateral Agent, for the
benefit of any of the holders of ABL Debt, in each case, as amended, modified, restated, supplemented or replaced, in whole or in part,
from time to time, in accordance with its terms and the applicable ABL Documents subject to the terms of the ABL Intercreditor Agreement,
as applicable.


 


“Acquired Debt” means, with
respect to any specified Person:


 


(1) Indebtedness,
Disqualified Stock or preferred stock of any other Person existing at the time such other Person is merged with or into or became a Subsidiary
of such specified Person, whether or not such Indebtedness, Disqualified Stock or preferred stock is incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; provided,
however, that any Indebtedness, Disqualified Stock or preferred stock of such acquired Person that is redeemed, defeased, retired
or otherwise repaid at the time of or immediately upon consummation of the transactions by which such Person merges with or into or becomes
a Subsidiary of such Person shall not be considered to be Acquired Debt; and


 


(2) Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person.


 


“Acquired Rental Asset EBITDA”
means pro forma “run rate” Consolidated EBITDA (determined, for the avoidance of doubt, without giving effect to clause (15)
of such definition and as if references to the Issuer and its Restricted Subsidiaries in the definition of Consolidated EBITDA were references
to such Acquired Rental Asset (as defined below)) under customer contracts in respect of any assets of the Issuer and its Restricted Subsidiaries
added to the Rental Equipment (the “Acquired Rental Assets”) during the applicable period calculated on a Pro Forma
Basis as though such amount had been realized on the first day of such period for which Consolidated EBITDA is being determined and as
if such amount was realized during the entirety of such period (determined in good faith by the Issuer in a manner consistent with past
practice).


 


“Additional Notes” means additional
Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.01(e) and 4.09 hereof, as part of the same
series as the Initial Notes.


 






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“Additional Refinancing Amount”
means, in connection with the refinancing of any Indebtedness, Disqualified Stock or preferred stock, the aggregate principal amount of
additional Indebtedness, Disqualified Stock or preferred stock incurred to pay: (1) accrued and unpaid interest on the Indebtedness
being refinanced; (2) the increased principal amount of any Indebtedness being refinanced resulting from the in-kind payment of interest
on such Indebtedness (or in the case of Disqualified Stock or preferred stock being refinanced, additional shares of such Disqualified
Stock or preferred stock); (3) the aggregate amount of original issue discount on the Indebtedness being refinanced; (4) premiums
(including tender premiums) and other costs associated with the redemption, repurchase, retirement, discharge or defeasance of Indebtedness,
Disqualified Stock and preferred stock being refinanced; and (5) all fees and expenses (including underwriting discounts, commitment,
ticking and similar fees, expenses and discounts) associated with the repayment of the Indebtedness, Disqualified Stock and preferred
stock being refinanced and the incurrence of the Indebtedness incurred or Disqualified Stock or preferred stock issued in connection with
such refinancing.


 


“Advisory Agreement” means the
corporate advisory services agreement by and among the Issuer (and/or one of its direct or indirect parent companies) and the Sponsor,
as amended, restated, modified, or replaced from time to time.


 


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


 


“Agent” means any Registrar,
co-registrar, Custodian, Paying Agent, additional paying agent or authenticating agent.


 


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


 


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


 


(2) the
excess of:


 


(a) the
present value at such redemption date of (i) the redemption price of the Note at April 15, 2024 (such redemption price being
set forth in the table appearing in Section 3.07 hereof), plus (ii) all required interest payments due on the Note through
April 15, 2024 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate
as of such redemption date plus 50 basis points; over


 


(b) the
principal amount of the Note.


 


Calculation of the Applicable Premium will be made
by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate; provided that such calculation or the correctness
thereof shall not be a duty or obligation of the Trustee.


 


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


 


“Asset Sale” means:


 


(1) the
sale, lease, conveyance or other disposition (whether by Division or otherwise) of any assets or rights by the Issuer or any of its Restricted
Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer
and its Restricted Subsidiaries taken as a whole will be governed by Sections 4.14 and/or 5.01 hereof (and not by Section 4.10 hereof);
and


 






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(2) the
issuance of Equity Interests (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals
or third parties to the extent required by applicable law or any preferred stock or Disqualified Stock of a Restricted Subsidiary of the
Issuer issued in compliance with Section 4.09 hereof) by any of the Issuer’s Restricted Subsidiaries or the sale by the Issuer or
any of its Restricted Subsidiaries of Equity Interests in any of the Issuer’s Restricted Subsidiaries.


 


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


 


(1) any
single transaction that involves assets or Equity Interests having a Fair Market Value of less than the greater of (x) $30.0 million
and (y) 10.0% of Consolidated EBITDA;


 


(2) a
transfer of assets between or among the Issuer and its Restricted Subsidiaries;


 


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


 


(4) the
sale, lease or other transfer of products, equipment, inventory, services or accounts receivable in the ordinary course of business, the
discount or forgiveness of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof,
the disposition of a business not comprising the disposition of an entire line of business and any sale or other disposition of surplus,
damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other disposition of intellectual
property that is, in the reasonable judgment of the Issuer, no longer economically practicable or commercially reasonable to maintain
or useful in any material respect, taken as a whole, in the conduct of the business of the Issuer and its Restricted Subsidiaries taken
as whole);


 


(5) licenses
and sublicenses by the Issuer or any of its Restricted Subsidiaries of software or intellectual property;


 


(6) any
surrender, termination or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims
in the ordinary course of business;


 


(7) the
granting of Liens not prohibited by Section 4.12 hereof;


 


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


 


(9) a
Restricted Payment that does not violate Section 4.07 hereof or a Permitted Investment;


 


(10) leases
and subleases and licenses and sublicenses by the Issuer or any of its Restricted Subsidiaries of real or personal property in the ordinary
course of business;


 


(11) any
liquidation or dissolution of a Restricted Subsidiary of the Issuer, provided that such Restricted Subsidiary’s direct parent is
also either the Issuer or a Restricted Subsidiary of the Issuer and immediately becomes the owner of such Restricted Subsidiary’s
assets;


 


(12) [Reserved];


 


(13) any
financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary of the Issuer after the Issue
Date, including, without limitation, Sale/Leaseback Transactions permitted by this Indenture;


 






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(14) the
granting of any option or other right to purchase, lease or otherwise acquire inventory and delinquent accounts receivable in the ordinary
course of business;


 


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


 


(16) the
sale, transfer, termination or other disposition of Hedging Obligations incurred in compliance with this Indenture;


 


(17) foreclosure,
condemnation or any similar actions with respect to any property or other assets;


 


(18) a
sale or transfer of accounts receivable and related assets of the type specified in the definition of “Securitization Transaction”
(or a fractional undivided interest therein) to a Securitization Entity in a Qualified Securitization Transaction;


 


(19) any
trade-in of equipment by the Issuer or any Restricted Subsidiary of the Issuer in exchange for other equipment; provided that in the good
faith judgment of the Issuer, the Issuer or such Restricted Subsidiary receives equipment having a Fair Market Value equal or greater
than the equipment being traded in;


 


(20) the
transfer, sale or other disposition resulting from any involuntary loss of title, involuntary loss or damage to or destruction of or any
condemnation or other taking of, any property or assets of the Issuer or any Restricted Subsidiary;


 


(21) the
termination of leases and subleases in the ordinary course of business;


 


(22) to
the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Permitted
Business;


 


(23) 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 or similar binding arrangements;


 


(24) the
lapse, cancellation 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 the Restricted Subsidiaries taken as a whole;


 


(25) the
sale of any property in a Sale/Leaseback Transaction within six months of the acquisition of such property; and


 


(26) any
transfer of title or other disposition of assets subject or pursuant to any Floorplan Indebtedness (or, for the avoidance of doubt, any
documents governing Floorplan Indebtedness).


 


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


 


“Beneficial Owner” has the meaning
given to that term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will not be deemed
to have beneficial ownership of any securities that such “person” has the right to acquire or vote only upon the happening
of any future event or contingency (including the passage of time) that has not yet occurred. The terms “beneficial ownership,”
“beneficially owns” and “beneficially owned” have a corresponding meaning.


 






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“Board of Directors” means,
as to any Person, the board of directors, board of managers, sole member or managing member or other governing body of such Person, or
if such Person is owned or managed by a single entity or has a general partner, the board of directors, board of managers, sole member
or managing member or other governing body of such entity or general partner, or in each case, any duly authorized committee thereof,
and the term “directors” means members of the Board of Directors.


 


“Borrowing Base” means, as of
any date, an amount equal to: (1) 90.0% of the book value of all accounts receivables of the ABL Credit Parties; plus (2) the lesser
of (i) 75.0% of the book value of all parts inventory of the ABL Credit Parties and (ii) 90.0% of the net orderly liquidation value of
all parts inventory of the ABL Credit Parties; plus (3) the sum of (i) 95.0% of the net book value of all Fleet Inventory (including
eligible Fleet Inventory held for sale) of the ABL Credit Parties that has not been appraised by an appraisal and (ii) 85.0% of the net
orderly liquidation value of all Fleet Inventory (including eligible Fleet Inventory held for sale) of the ABL Credit Parties that has
been appraised by an appraisal; plus (4) 100.0% of eligible cash of the ABL Credit Parties.


 


“Business Day” means any day
other than a Legal Holiday.


 


“Capital 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 notes thereto) in accordance with GAAP; provided
that (x) no obligation will be deemed a “Capital Lease Obligation” for any purpose under this Indenture if such obligation
would not, as of December 31, 2018, have been required to be capitalized and reflected as a liability on a balance sheet in accordance
with GAAP.


 


“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, partnership interests (whether general or limited);


 


(4) in
the case of a limited liability company, membership interests ; and


 


(5) any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or
not such debt securities include any right of participation with Capital Stock.


 


“Cash” means, for purposes of
certain agreements between and/or among certain Permitted Holders, the Issuer and/or their respective Affiliates (as applicable), cash
and the defined term “Cash Equivalents.”


 


“Cash Contribution Amount” means
the aggregate amount of cash contributions made to the common equity capital of the Issuer or any Restricted Subsidiary described in the
definition of “Contribution Indebtedness.”


 


“Cash Equivalents” means:


 


(1) United
States dollars, Canadian dollars, pounds sterling, euros, the national currency of any participating member state of the European Union
or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;


 


(2) readily
marketable direct obligations of any member of the European Economic Area, Switzerland, or Japan, or any agency or instrumentality thereof
or obligations unconditionally guaranteed by the full faith and credit of such country, and, at the time of acquisition thereof, having
a credit rating of at least Aa3 (or the equivalent grade) by Moody’s or AA- by S&P;


 






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(3) marketable
general obligations issued by (a) any state of the United States or any political subdivision thereof or any instrumentality thereof that
are guaranteed by the full faith and credit of such state or (b) Canada or any agency or instrumentality thereof that are guaranteed by
the full faith and credit of Canada, and in each case, at the time of acquisition thereof, having a credit rating of at least Aa3 (or
the equivalent grade) by Moody’s or AA- by S&P;


 


(4) securities
or any other evidence of Indebtedness or readily marketable direct obligations issued or directly and fully guaranteed or insured by (a)
the United States government or any agency or instrumentality of the United States government; provided that the full faith and
credit of the United States is pledged in support of those securities or (b) Canada or any agency or instrumentality thereof; provided
that the full faith and credit of Canada is pledged in support of those securities, and in each case, having maturities of not more
than 24 months from the date of acquisition;


 


(5) certificates
of deposit and eurodollar time deposits with maturities of 24 months or less from the date of acquisition, bankers’ acceptances
with maturities not exceeding 24 months and overnight bank deposits, in each case, with any commercial bank having capital and surplus
in excess of $250 million in the case of domestic banks or $100 million (or the dollar equivalent thereof) in the case of foreign banks;


 


(6) repurchase
obligations with a term of not more than 30 days for underlying securities of the types described in clauses (4) and (5) above entered
into with any financial institution meeting the qualifications specified in clause (5) above;


 


(7) commercial
paper having one of the two highest ratings obtainable from

Moody’s or S&P and, in each case, maturing within 24 months after the date of acquisition;


 


(8) money
market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (7) of this
definition; and


 


(9) Indebtedness
or preferred stock issued by Persons with a rating of A or higher from S&P or A2 from Moody’s with maturities of 24 months or
less from the date of acquisition.


 


“Cash Management Services” means
any of the following to the extent not constituting a line of credit (other than an overnight draft facility that is not in default):
automated clearing house transactions, treasury and/or cash management services, including, without limitation, controlled disbursement
services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services.


 


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


 


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


 


(1) any
person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act, but excluding any employee benefit
plan and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than
one or more Permitted Holders, acquires beneficial ownership of Voting Stock of the Issuer representing more than 50% of the aggregate
ordinary voting power for the election of directors of the Issuer (determined on a fully diluted basis);


 


(2) 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 one or more Permitted Holders; or


 






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(3) the
Issuer ceases to be a Wholly Owned Subsidiary of Holdings or, following a consolidation or merger of Issuer that complies with the requirements
of Section 5.01 hereof, any Surviving Entity.


 


Notwithstanding the preceding, a conversion of
the Issuer or any Restricted Subsidiary from a limited liability company, corporation, limited partnership or other form of entity to
a limited liability company, corporation, limited partnership or other form of entity or an exchange of all of the outstanding Capital
Stock in one form of entity for Capital Stock for another form of entity shall not constitute a Change of Control, so long as immediately
following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who
Beneficially Owned the Capital Stock of such entity immediately prior to such transactions continue to Beneficially Own in the aggregate
more than 50% of the Voting Stock of such entity, or continue to Beneficially Own sufficient Equity Interests in such entity to elect
a majority of its directors, managers, trustees or other persons serving in a similar capacity for such entity, and in either case no
“person” Beneficially Owns more than 50% of the Voting Stock of such entity. Furthermore, (i) the transfer of assets
between or among the Issuer and its Restricted Subsidiaries shall not itself constitute a Change of Control and (ii) a Person or
group shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar
agreement (or voting or option agreement related thereto) prior to the consummation of the transactions contemplated by such agreement.


 


“Clearstream” means Clearstream
Banking, S.A.


 


“Code” means the U.S. Internal
Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder.


 


“Collateral” means any and all
assets and property of any Grantor, with respect to which a Lien is granted (or purported to be granted) as security for any Obligations
under the Note Documents, this Indenture and the Notes (including proceeds and products thereof), in each case, except to the extent constituting
Excluded Assets.


 


“Commission” means the Securities
and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of this
Indenture such Commission is not existing and performing the duties now assigned to it under the Securities Act of 1933, as amended, the
Exchange Act and the Trust Indenture Act then the body performing such duties at such time.


 


“Consolidated EBITDA” means,
with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:


 


(1) provision
for Taxes based on income, profits or capital (including state franchise Taxes and similar Taxes in the nature of income tax) of such
Person and its Restricted Subsidiaries for such period, foreign withholding Taxes, giving effect to any payroll tax credits, income tax
credits and similar credits and including an amount equal to the tax distributions actually made to the holders of the Capital Stock of
such Person or any direct or indirect parent of such Person in respect of such period in accordance with clause (3) of the definition
of “Permitted Payments to Parent,” as though such amounts had been paid as income Taxes directly by such Person, in each case,
to the extent that such provision for Taxes was deducted in computing such Consolidated Net Income; plus


 


(2) the
consolidated depreciation and amortization charges and expense of such Person and its Restricted Subsidiaries for such period (including,
without limitation, amortization of turnaround costs, goodwill and other intangibles, deferred financing fees, debt issuance costs, commissions,
fees and expenses), to the extent such charges or expenses were deducted in computing such Consolidated Net Income; plus


 


(3) the
Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing
such Consolidated Net Income; plus


 






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(4) any
other consolidated non-cash losses, charges and expenses of such Person and its Restricted Subsidiaries, including any write-offs or write-downs,
for such period, to the extent that such consolidated non-cash charges were included in computing such Consolidated Net Income; provided
that if any such non-cash charge represents an accrual or reserve for anticipated cash charges in future period, (i) such Person
may determine not to add back such non-cash charge in the period for which Consolidated EBITDA is being calculated and (ii) to the
extent such Person does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted
from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period; plus


 


(5) any
losses from foreign currency transactions (including losses related to currency remeasurements of Indebtedness) of such Person and its
Restricted Subsidiaries for such period, to the extent that such losses were taken into account in computing such Consolidated Net Income;
plus


 


(6) (a)
the Specified Permitted Adjustments and (b) any other cost savings, operating expense reductions, operating improvements and synergies
permitted to be added back to this definition pursuant to the definition of “Pro Forma Cost Savings” (including, without limitation,
expenses attributable to the implementation of such cost savings initiatives and costs and expenses incurred after the Issue Date related
to employment of terminated employees incurred by such Person during such period to the extent such costs and expenses were deducted in
computing Consolidated Net Income); plus


 


(7) losses
in respect of post-retirement benefits of such Person, as a result of the application of ASC 715, Compensation-Retirement Benefits,
to the extent that such losses were deducted in computing such Consolidated Net Income; plus


 


(8) the
amount of fees, expenses and indemnities incurred or reimbursed by such Person pursuant to clauses (7) and (20) of Section 4.11(b)
hereof; plus


 


(9) any
proceeds from business interruption insurance received by such Person during such period, to the extent the associated losses arising
out of the event that resulted in the payment of such business interruption insurance proceeds were included in computing Consolidated
Net Income; plus


 


(10) any
fees and expenses related to a Qualified Securitization Transaction, to the extent such fees and expenses are included in computing Consolidated
Net Income; plus


 


(11) any
contingent or deferred payments (including, without limitation, earn-out payments, noncompete payments and consulting payments) made in
connection with the Acquisition or any acquisitions or Investments, to the extent paid in cash or accrued during such period; plus


 


(12) the
amount of loss or discount on sales of receivables and related assets to a Securitization Entity in connection with a Qualified Securitization
Transaction, to the extent included in computing Consolidated Net Income; plus


 


(13) the
amount of any interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any Restricted
Subsidiary of such Person that is not a Wholly Owned Restricted Subsidiary of such Person; plus


 


(14) [reserved];
plus


 


(15) Acquired
Rental Asset EBITDA; provided that no amount shall be added pursuant to this clause (15) to the extent (i) duplicative of any amounts
otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (ii) the contract relating
to such Acquired Rental Asset is no longer in effect as of such date of determination or (iii) such Acquired Rental Asset is no longer
owned or part of the Rental Equipment as of such date of determination; provided further that any such add backs made pursuant
to this clause (15) shall not exceed 25% of Consolidated EBITDA (after giving effect to such add backs); plus


 






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(16) with
respect to any joint venture that is not a Restricted Subsidiary, an amount equal to the proportion of those items described in clauses
(1), (2) and (3) above relating to such joint venture corresponding to such Person’s and its Restricted Subsidiaries’
proportionate share of such joint venture’s Consolidated Net Income (determined as if such joint venture were a Restricted Subsidiary)
solely to the extent Consolidated Net Income of such joint venture was reduced thereby; minus


 


(17) the
amount of any gain in respect of post-retirement benefits as a result of the application of ASC 715, to the extent such gains were taken
into account in computing such Consolidated Net Income; minus


 


(18) any
gains from foreign currency transactions (including gains related to currency remeasurements of Indebtedness) of such Person and its Restricted
Subsidiaries for such period, to the extent that such gains were taken into account in computing such Consolidated Net Income; minus


 


(19)  non-cash
gains increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business and
other than reversals of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period;


 


provided that the Issuer may, in its sole discretion, elect
to not make any adjustment for any item pursuant to the foregoing clauses (1) through (19) above if any such item individually is
less than $2 million in any fiscal quarter.


 


Unless otherwise specified in this Indenture, any
reference to Consolidated EBITDA shall be deemed to mean the Consolidated EBITDA of the Issuer and its Restricted Subsidiaries calculated
for the most recent period of four consecutive fiscal quarters for which internal financial statements are available immediately preceding
the date on which such calculation is made, calculated on a Pro Forma Basis for such period.


 


“Consolidated Interest Expense”
means, for any period of four consecutive fiscal quarters for which internal financial statements are available immediately preceding
the date on which such calculation is made, for the Issuer and its Restricted Subsidiaries on a consolidated basis, all cash interest,
premium payments, debt discount, charges and related fees and expenses, net of interest income, of the Issuer and its Restricted Subsidiaries
in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each
case to the extent treated as interest in accordance with GAAP (including commissions, discounts, yield and other fees (including related
interest expenses) related to any Qualified Securitization Transaction or any receivables facility), excluding (a) up-front or financing
fees, transaction costs, commissions, expenses, premiums or charges, (b) costs associated with obtaining, or breakage costs in respect
of swap or hedging agreements, (c) amortization of deferred financing costs and (d) all cash dividends, whether paid or accrued, on any
series of preferred stock or any series of Disqualified Stock of such Person or any of its Restricted Subsidiaries, excluding items eliminated
in consolidation, in each case, determined on a consolidated basis in accordance with GAAP. Notwithstanding the foregoing, for purposes
of calculating Consolidated Interest Expenses for any period that includes a fiscal quarter (or portion thereof) prior to the Issue Date
(other than as a component of Consolidated EBITDA), Consolidated Interest Expenses shall be calculated from the period from the Issue
Date to the date of determination divided by the number of days in such period and multiplied by 365.


 






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“Consolidated Net Income” means,
with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis, determined in accordance with GAAP and without any reduction in respect of (x) preferred
stock dividends or (y) any dividend with proceeds of the offering of the Notes; provided that:


 


(1) any
after-tax effect of all extraordinary, nonrecurring or unusual gains or losses or income or expenses or charges (including related to
the Transactions) or any restructuring charges or reserves, including, without limitation, any expenses related to any reconstruction,
recommissioning or reconfiguration of fixed assets for alternate uses, retention, severance, system establishment cost, contract termination
costs, costs to consolidate facilities and relocate employees, advisor fees and other out of pocket costs and non-cash charges to assess
and execute operational improvement plans and restructuring programs, will be excluded;


 


(2) any
expenses, costs or charges incurred, or any amortization thereof for such period, in connection with any Equity Offering, Permitted
Investment, acquisition, disposition, recapitalization or incurrence or repayment of Indebtedness permitted under this Indenture, including
a refinancing thereof (in each case whether or not successful) (including any such costs and charges incurred in connection with the Transactions),
and all gains and losses realized in connection with any business disposition or any disposition of assets outside the ordinary course
of business or the disposition of securities or the early extinguishment of Indebtedness or other derivative instruments, together with
any related provision for taxes on any such gain, loss, income or expense will be excluded;


 


(3) the
net income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will
be excluded, provided that the income of such Person will be included to the extent of the amount of dividends or similar distributions
paid in cash (or converted to cash) to the specified Person or a Restricted Subsidiary of the Person;


 


(4) the
net income (or loss) of any Person and its Restricted Subsidiaries will be calculated without deducting the income attributed to, or adding
the losses attributed to, the minority equity interests of third parties in any non-Wholly Owned Restricted Subsidiary except to the extent
of the dividends paid in cash (or convertible into cash) during such period on the shares of Capital Stock of such Restricted Subsidiary
held by such third parties;


 


(5) solely
for the purpose of Section 4.07 hereof, the net income (but not loss) of any Restricted Subsidiary (other than any Guarantor) will
be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that
net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly
or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders, unless such restrictions with respect to the payment of dividends
or similar distributions have been legally waived; provided that the Consolidated Net Income of such Person will be increased by
the amount of dividends or distributions or other payments actually paid in cash (or converted to cash) by any such Restricted Subsidiary
to such Person in respect of such period, to the extent not already included therein;


 


(6) the
cumulative effect of any change in accounting principles will be excluded;


 


(7) (a)
any non-cash expenses resulting from the grant or periodic remeasurement of stock options, restricted stock grants or other equity incentive
programs (including any stock appreciation and similar rights) and (b) any costs or expenses incurred pursuant to any management
equity plan or stock option plan or other management or employee benefit plan or agreement or any stock subscription or shareholder agreement,
to the extent, in the case of clause (b), that such costs or expenses are funded with cash proceeds contributed to the common equity capital
of the Issuer or a Restricted Subsidiary of the Issuer, will be excluded;


 


(8) the
effect of any non-cash impairment charges or write-ups, write-downs or write-offs of assets or liabilities resulting from the application
of GAAP and the amortization of intangibles and other fair value adjustments arising from the application of GAAP, including pursuant
to ASC 805, Business Combinations, ASC 350, Intangibles-Goodwill and Other, or ASC 360, Property, Plant and Equipment,
as applicable, will be excluded;


 






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


 


(10) any
increase in amortization or depreciation, or effect of any adjustments to inventory, property, plant or equipment, software, goodwill
and other intangibles, debt line items, deferred revenue or rent expense, any one time cash charges (such as purchased in process research
and development or capitalized manufacturing profit in inventory) or any other effects, in each case, resulting from purchase accounting
in connection with the Transactions or any other acquisition prior to or following the Issue Date will be excluded;


 


(11) an
amount equal to the tax distributions actually made to the holders of the Capital Stock of such Person or any direct or indirect parent
of such Person in respect of such period in accordance with clause (3) of the definition of “Permitted Payments to Parent”
will be included as though such amounts had been paid as income taxes directly by such Person for such period;


 


(12) unrealized
gains and losses relating to foreign currency translation or foreign currency transactions, including those relating to mark-to-market
of Indebtedness resulting from the application of GAAP, including pursuant to ASC 830, Foreign Currency Matters (including any
net loss or gain resulting from hedge arrangements for currency exchange risk) will be excluded;


 


(13) any
net gain or loss from Hedging Obligations or in connection with the early extinguishment of Hedging Obligations (including of ASC 815,
Derivatives and Hedging) shall be excluded;


 


(14) the
amount of any restructuring, business optimization, acquisition and integration costs and charges (including, without limitation, retention,
severance, systems establishment costs, excess pension charges, information technology costs, rebranding costs, recruiting and signing
bonuses and expenses, contract termination costs, including future lease commitments, costs related to the start-up (including entry into
new market/channels and new service offerings), preopening, opening, closure or relocation, reconfiguration or consolidation of facilities
and costs to relocate employees, systems, facilities or equipment conversion costs, consulting fees, costs associated with tax projects
and audits) or other fees related to any of the foregoing (including any such costs, charges and fees incurred in connection with the
Transactions) will be excluded;


 


(15) accruals
and reserves that are established or adjusted within 24 months after the Issue Date that are so required to be established as a result
of the Transactions in accordance with GAAP shall be excluded;


 


(16) any
Public Company Costs will be excluded;


 


(17) all
amortization and write-offs of deferred financing fees, debt issuance costs, commissions, fees and expenses, costs of surety bonds, charges
owed with respect to letters of credit, bankers’ acceptances or similar facilities, and expensing of any bridge, commitment or other
financing fees (including in connection with a transaction undertaken but not completed), will be excluded;


 


(18) all
discounts, commissions, fees and other charges (including interest expense) associated with any Qualified Securitization Transaction will
be excluded;


 






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(19) (i)
the non-cash portion of “straight-line” rent expense will be excluded and (ii) the cash portion of “straight-line”
rent expense that exceeds the amount expensed in respect of such rent expense will be included;


 


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


 


(21) non-cash
charges or income relating to adjustments to deferred tax asset valuation allowances will be excluded; and


 


(22) cash
dividends or returns of capital from Investments (such return of capital not reducing the ownership interest in the underlying Investment),
in each case received during such period, to the extent not otherwise included in Consolidated Net Income for that period or any prior
period subsequent to the Issue Date will be included;


 


provided that the Issuer may, in its sole discretion, elect
to not make any adjustment for any item pursuant to the foregoing clauses (1) through (22) above if any such item individually is
less than $2 million in any fiscal quarter.


 


“Consolidated Newly Acquired Inventory
EBITDA” means, as to any Person, with respect to any period of at least one month, an amount equal to the Consolidated EBITDA
of such Person for such period attributable solely to the newly acquired inventory of such Person.


 


“Consolidated Senior Secured Debt Ratio”
means, as of any date of determination, the ratio of (1) (x) Consolidated Total Indebtedness that is secured by a Lien on any assets of
the Issuer or any of its Restricted Subsidiaries as of such date minus (y) unrestricted cash and Cash Equivalents (but excluding
in all cases cash proceeds from Indebtedness incurred on the date of determination) held by the Issuer and its Restricted Subsidiaries
as of such date of determination, in each case, calculated on a Pro Forma Basis to (2) the Consolidated EBITDA of the Issuer for
the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such date,
and in each case, calculated on a Pro Forma Basis; provided that any such calculation shall be made as provided in clause (f) of
Section 4.09 hereof; provided, further that, in the event that the Issuer shall classify Indebtedness incurred on the date of determination
as secured in part pursuant to a ratio-based or ratio-referent clause of the definition of “Permitted Liens” and in part pursuant
to one or more non-ratio-based or non-ratio-referent clauses of such definition, any calculation of Consolidated Total Indebtedness that
is secured by a Lien for purposes of clause (x) above on such date (but not in respect of any future calculation following such date)
shall not include any such Indebtedness (and shall not give effect to any repayment, repurchase, redemption, defeasance or other acquisition,
retirement or discharge of Indebtedness from the proceeds thereof) to the extent secured pursuant to any such non-ratio-based or non-ratio-referent
clause of such definition.


 


“Consolidated Total Debt Ratio”
means, as of any date of determination, the ratio of (1) (x) Consolidated Total Indebtedness as of such date minus (y) unrestricted
cash and Cash Equivalents held by the Issuer and its Restricted Subsidiaries as of such date of determination, and in each case, calculated
on a Pro Forma Basis to (2) the Consolidated EBITDA of the Issuer for the most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding such date, calculated on a Pro Forma Basis; provided that any
such calculation shall be made as provided in clause (f) of Section 4.09 hereof.


 






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“Consolidated Total Indebtedness”
means, as of any date of determination, an amount equal to the sum of (without duplication) (i) all Capital Lease Obligations of
the Issuer and its Restricted Subsidiaries, (ii) all Indebtedness of the Issuer and its Restricted Subsidiaries of the type described
in clause (1) of the definition of “Indebtedness” and (iii) all Contingent Obligations of the Issuer and its Restricted
Subsidiaries in respect of Indebtedness of any third Person of the type referred to in the preceding clauses (i) and (ii), in each
case, determined on a consolidated basis in accordance with GAAP and calculated on a Pro Forma Basis; provided that Consolidated
Total Indebtedness shall not include Indebtedness in respect of any notes or other debt securities that have been defeased or satisfied
and discharged in accordance with the applicable indenture or with respect to which the required deposit has been made in connection with
a call for repurchase or redemption to occur within the time period set forth in the applicable indenture, in each case to the extent
such transactions are permitted by the applicable indenture. For the avoidance of doubt, it is understood that obligations under (i) any
receivables facility and any Qualified Securitization Transaction and (ii) any undrawn amounts under any revolving credit facility (including,
without limitation, the ABL Credit Agreement), in each case, do not constitute Consolidated Total Indebtedness.


 


“Contingent Obligation” shall
mean, as to any Person, any obligation of such Person as a result of such Person being a general partner of any other Person, unless the
underlying obligation is expressly made nonrecourse as to such general partner, and any obligation of such Person guaranteeing or intended
to guarantee any Indebtedness (“primary obligations”) of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, including, without limitation, any such obligation of such Person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance
or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) 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 or (iv) otherwise to assure or hold harmless the holder of such primary obligation against
loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit
or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith.


 


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


 


“Contribution Indebtedness”
means Indebtedness or Disqualified Stock of the Issuer or any Restricted Subsidiary of the Issuer and preferred stock of any Restricted
Subsidiary in an aggregate principal amount not greater than one times the aggregate amount of cash contributions (other than Excluded
Contributions, Designated Preferred Stock, Disqualified Stock or cash contributed by the Issuer or a Restricted Subsidiary of the Issuer)
made to the common equity capital of the Issuer or any Restricted Subsidiary of the Issuer after the Issue Date; provided that:


 


(1) the
cash received or contributed shall not increase the amount available for making Restricted Payments to the extent the Issuer or its Restricted
Subsidiaries incurred Indebtedness in reliance thereon;


 


(2) the
cash received or contributed shall be excluded for purposes of incurring Indebtedness to the extent the Issuer or any of its Restricted
Subsidiaries make a Restricted Payment in reliance on such cash; and


 


(3) such
Contribution Indebtedness (a) is incurred within 210 days after the making of such cash contributions and (b) is so designated
as Contribution Indebtedness pursuant to an Officer’s Certificate on the date of incurrence thereof.


 






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“Corporate Trust Office” will
be the office of the Trustee or the Notes Collateral Agent, as applicable, at which at any particular time its corporate trust business
relating to this Indenture shall be principally administered, which office as of the date of this instrument is located at the address
specified in Section 13.01 hereof, except that with respect to presentation of Notes for payment or for registration of transfer or exchange,
such term shall mean the office or agency of the Trustee at which at any particular time its corporate agency business shall be conducted,
which office at the date of this instrument is located at 1100 North Market Street, 5th Floor, Wilmington, Delaware 19890;
Attention: Workflow Management, or, in the case of any of such offices or agency, such other address as the Trustee or Notes Collateral
Agent, as applicable, may designate from time to time by notice to the Issuer.


 


“Credit Agreement” means (i) 
the ABL Credit Agreement and (ii) whether or not the ABL Credit Agreement remains outstanding, if designated by the Issuer to be
included in the definition of “Credit Agreement,” one or more (A) debt facilities, indentures or commercial paper facilities
providing for revolving credit loans, term loans, notes, debentures, receivables financing (including through the sale of receivables
to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt
securities, notes, mortgages, guarantees, collateral documents, indentures or other forms of debt financing (including convertible or
exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements evidencing any
other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified,
extended, restructured, renewed, refinanced, restated, increased (provided that such increase in borrowings is permitted under this Indenture),
replaced or refunded in whole or in part from time to time and whether by the same or any other agent, lender or investor or group of
lenders or investors.






 


“Custodian” means the Trustee,
as custodian with respect to the Notes in global form, 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.


 


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


 


“Definitive Note” means a certificated
Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit
A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests
in the Global Note” attached thereto.


 


“Depositary” means, with respect
to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with
respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable
provision of this Indenture.


 


“Designated Non-cash Consideration”
means the Fair Market Value of non-cash consideration received by the Issuer or one 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
basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash
Consideration.


 


“Designated Preferred Stock”
means preferred stock of the Issuer or any direct or indirect parent of the Issuer (other than Disqualified Stock), that is issued for
cash (other than to the Issuer or any of its Subsidiaries or an employee stock plan or trust established by the Issuer or any of its Subsidiaries)
and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the date of issuance thereof, the cash
proceeds of which are excluded from the calculation set forth in Section 4.07(a)(z) hereof.


 






    -15-


     


    

 


“Disqualified Stock” means any
Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each
case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the option of the holder of the Capital Stock, in whole or in part, on
or prior to the date that is 91 days after the date on which the Notes mature; provided, however, that only the portion
of Capital Stock that 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 will be deemed to be Disqualified Stock; provided, further, however, that if
such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Issuer, any direct or indirect parent
of the Issuer or the Issuer’s Restricted Subsidiaries or by any such plan to such employees, such Capital Stock will not constitute
Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory
obligations or as a result of such employee’s termination, death or disability; provided, further, 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 will not be deemed to be Disqualified Stock. Capital Stock will not constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the Issuer to repurchase such Capital Stock upon the occurrence
of a change of control or an asset sale.


 


“Dividing Person” has the meaning
assigned to it in the definition of “Division.”


 


“Division” means the division
of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether
pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to
which the Dividing Person may or may not survive.


 


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


 


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


 


“Equity Offering” means a public
or private sale of either (1) Equity Interests of the Issuer by the Issuer (other than Disqualified Stock and other than to a Subsidiary
of the Issuer or any direct or indirect parent of the Issuer) or (2) Equity Interests of a direct or indirect parent of the
Issuer (other than to the Issuer, a Subsidiary of the Issuer or any direct or indirect parent of the Issuer), in each case other than
public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8,
and any such public or private sale that constitutes an Excluded Contribution.


 


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


 


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


 


“Excluded Assets” shall have
the meaning given to the term “Excluded Collateral” in the Security Agreement.


 


“Excluded Contributions” means
the net cash proceeds, Cash Equivalents and/or Fair Market Value of Investment Grade Securities received by the Issuer after the Issue
Date from:


 


(1) contributions
to its common equity capital; and


 


(2) the
sale (other than to the Issuer or to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management
or employee benefit plan or agreement of the Issuer or any Subsidiary of the Issuer) of Capital Stock (other than Disqualified Stock or
Designated Preferred Stock) of the Issuer;


 


in each case designated as Excluded Contributions pursuant to an Officer’s
Certificate, the proceeds of which are excluded from the calculation set forth in Section 4.07(a)(z).


 






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“Excluded Subsidiaries” means
Unrestricted Subsidiaries, Immaterial Subsidiaries, Regulated Subsidiaries, not for profit Subsidiaries, any captive insurance company,
Securitization Entities, Foreign Subsidiaries, FSHCOs, any Subsidiary with respect to which the provision of a guarantee by such Subsidiary
would result in material adverse tax consequences to the Issuer or to a Subsidiary of the Issuer as reasonably determined by the Issuer,
any Domestic Subsidiary of a Foreign Subsidiary that is a CFC, any non-Wholly Owned Subsidiary and any Subsidiary that is prohibited,
but only so long as such Subsidiary would be prohibited, by applicable law, rule or regulation or by any contractual obligation existing
on the Issue Date or existing at the time of acquisition thereof after the Issue Date (so long as such prohibition did not arise as part
of such acquisition), in each case, from guaranteeing the Notes or which would require governmental (including regulatory) consent, approval,
license or authorization to provide an Note Guarantee unless such consent, approval, license or authorization has been received (but without
obligation to seek the same); provided that if any Subsidiary (other than any Subsidiary organized under the laws of Canada) shall
at any time not constitute an “Excluded Subsidiary” (or similar term) under the ABL Credit Agreement, including, for the avoidance
of doubt, if the Borrower (as defined in the ABL Credit Agreement) under the ABL Credit Agreement shall have designated any Subsidiary
that would otherwise constitute an “Excluded Subsidiary” hereunder as a Subsidiary Guarantor (as defined in the ABL Credit
Agreement), with respect to the obligations of the Borrower under the ABL Credit Agreement, then such Subsidiary shall not be considered
an “Excluded Subsidiary” for purposes of this Indenture and shall become a Subsidiary Guarantor hereunder in accordance with
Section 4.16 hereof and such Subsidiary shall grant a perfected lien on substantially all of its assets to the Notes Collateral Agent
for the benefit of the Holders of the Notes regardless of whether such Subsidiary is organized in a jurisdiction other than the United
States (notwithstanding anything to the contrary contained herein), pursuant to arrangements in substantially the same form as agreed
to between the ABL Collateral Agent and the Issuer and in the case of any Foreign Subsidiary, the jurisdiction of such Subsidiary shall
be reasonably acceptable to the ABL Collateral Agent, taking into account the availability and enforceability of guarantees and collateral
pledges in such jurisdiction.


 


“Fair Market Value” means the
value (which, for the avoidance of doubt, will take into account any liabilities, contingent or otherwise, associated with related assets)
that would be paid by a willing buyer to an unaffiliated willing seller in an arm’s-length transaction, determined in good faith
by the Issuer (unless otherwise provided in this Indenture).


 


“Fixed Charge Coverage Ratio”
means, with respect to any Person as of any date, the ratio of (1) Consolidated EBITDA of such Person for the most recent period of four
consecutive fiscal quarters for which internal financial statements are available immediately preceding the date on which such calculation
of the Fixed Charge Coverage Ratio is made, calculated on a Pro Forma Basis for such period to (2) the Fixed Charges of such Person
for such period calculated on a Pro Forma Basis. In the event that the Issuer or any of its Restricted Subsidiaries incurs or redeems
or repays any Indebtedness (other than in the case of revolving credit borrowings or revolving advances under any Qualified Securitization
Transaction unless the related commitments have been terminated and such Indebtedness has been permanently repaid and has not been replaced)
or issues or redeems preferred stock or Disqualified Stock subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but prior to, substantially simultaneously with or in connection with the event for which the calculation of
the Fixed Charge Coverage Ratio is made, then the Fixed Charge Coverage Ratio shall be calculated on a Pro Forma Basis; provided
that any such calculation shall be made as provided in clause (f) of Section 4.09 hereof.


 






    -17-


     


    

 


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


 


(1) the
Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, to the extent such
expense was deducted in computing Consolidated Net Income, including, without limitation, amortization of original issue discount, the
interest component of all payments associated with Capital Lease Obligations, and the net of the effect of all payments made or received
pursuant to Hedging Obligations in respect of interest rates (other than in connection with the early termination thereof, and excluding
any non-cash interest expense attributable to the mark-to-market valuation of Hedging Obligations or other derivatives pursuant to GAAP)
and excluding amortization or write-off of deferred financing fees, debt issuance costs, commissions, discounts, fees and expenses, including
any expensing of bridge, commitment fees or other financing fees, costs of surety bonds, charges owed with respect to letters of credit,
bankers’ acceptances or similar facilities, the non-cash portion of interest expense resulting from the reduction in the carrying
value under purchase accounting of the Issuer’s outstanding Indebtedness and commissions, discounts, yield and other fees and charges
(including any interest expense) related to any Securitization Transaction; provided that, for purposes of calculating Consolidated
Interest Expense, no effect will be given to the discount and/or premium resulting from the bifurcation of derivatives under ASC 815,
Derivatives and Hedging, as a result of the terms of the Indebtedness to which such Consolidated Interest Expense applies; plus


 


(2) the
Consolidated Interest Expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus


 


(3) all
cash dividends, whether paid or accrued, on any series of preferred stock or any series of Disqualified Stock of such Person or any of
its Restricted Subsidiaries, excluding items eliminated in consolidation, in each case, determined on a consolidated basis in accordance
with GAAP; minus


 


(4) the
consolidated interest income of such Person and its Restricted Subsidiaries for such period, whether received or accrued, to the extent
such income was included in determining Consolidated Net Income;


 


provided that (a) when determining Consolidated Interest
Expense in respect of any four-quarter period ending prior to the first anniversary of the Issue Date, Consolidated Interest Expense will
be calculated by multiplying the aggregate Consolidated Interest Expense accrued since the Issue Date by 365 and then dividing such product
by the number of days from and including the Issue Date to and including the last day of such period and (b) in the case of any Person
that became a Restricted Subsidiary of such Person after the commencement of such four-quarter period, the interest expense of such Person
paid in cash prior to the date on which it became a Restricted Subsidiary of such Person will be disregarded. For purposes of this definition,
interest on Capital Lease Obligations will be deemed to accrue at the interest rate reasonably determined by such Person to be the rate
of interest implicit in such Capital Lease Obligations in accordance with GAAP.


 


“Fixed GAAP Date” means the
Issue Date; provided that at any time after the Issue Date, the Issuer may by written notice to the Trustee elect to change the
Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date for all periods
beginning on and after the date specified in such notice.


 


“Fixed GAAP Terms” means (a) the
definitions of the terms “Fixed Charges,” “Fixed Charge Coverage Ratio,” “Consolidated Interest Expense,”
“Consolidated Net Income,” “Consolidated Senior Secured Debt Ratio,” “Consolidated Total Debt Ratio,”
“Consolidated Total Indebtedness,” “Consolidated EBITDA,” “Indebtedness,” and “Total Assets”,
(b) all defined terms in this Indenture to the extent used in or relating to any of the foregoing definitions, and all ratios and computations
based on any of the foregoing definitions, and (c) any other term or provision of this Indenture or the Notes that, at the Issuer’s
election, may be specified by the Issuer by written notice to the Trustee from time to time; provided that the Issuer may elect
to remove any term from constituting a Fixed GAAP Term.


 






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“Fleet Inventory” means utility
trucks, specialty equipment and similar goods owned by the Issuer and its Restricted Subsidiaries comprising such entities’ leased
and rental equipment fleet.


 


“Floorplan Financing Agreements”
mean (i)(a) the Inventory Loan, Guaranty and Security Agreement, dated as of August 15, 2017, by and among Custom Truck & Equipment,
LLC, the other credit parties, the lenders and PNC Equipment Finance, LLC, as amended by the First Amendment to Inventory Loan, Guaranty
and Security Agreement, dated as of May 4, 2018, the Second Amendment to Inventory Loan, Guaranty and Security Agreement, dated as of
May 4, 2018, the Third Amendment to Inventory Loan, Guaranty and Security Agreement, dates as of June 4, 2018, the Fourth Amendment to
Inventory Loan, Guaranty and Security Agreement, dated as of November 30, 2018, the Fifth Amendment to Inventory, Loan, Guaranty and Security
Agreement, dated as of August 5, 2019, and the Sixth Amendment to Inventory Loan, Guaranty and Security Agreement, dated as of August
30, 2019, (b) the Wholesale Financing Agreement, dated as of March 13, 2006 between Custom Truck & Equipment, LLC and Mercedes-Benz
Financing Services USA LLC (successor in interest to DaimlerChrysler Financial Services Americas LLC), as amended by the Amendment to
Wholesale Financing Agreement, dated as of January 30, 2015 and the Terms and Conditions to Wholesale Financing Agreement, dated as of
January 30, 2019, and (c) the Inventory Financing Agreement, dated as of June 2, 2020, between Custom Truck & Equipment, LLC and PACCAR
Financial Corp., or (ii) a financing agreement of a type substantially similar to the foregoing.


 


“Floorplan Indebtedness” means
indebtedness incurred pursuant to any Floorplan Financing Agreement.


 


“Foreign Subsidiary” means any
Restricted Subsidiary of the Issuer that is not a Domestic Subsidiary


 


“FSHCO” means (i) any Subsidiary
that has no material assets other than equity interests (or equity interests and indebtedness) of one or more Foreign Subsidiaries that
are CFCs and (ii) any Subsidiary that has no material assets other than equity interests (or equity interests and indebtedness) in
one or more Foreign Subsidiaries that are CFCs and/or, directly or indirectly, in one or more other entities described in clause (i) of
this definition.


 


“GAAP” means generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting Standards Board Accounting Standards Codification or
in such other statements by such other entity as have been approved by a significant segment of the accounting profession (but excluding
the policies, rules and regulations of the Commission applicable only to public companies, and except as set forth in the definition of
“Capital Lease Obligation”), as in effect on the Fixed GAAP Date (for purposes of the Fixed GAAP Terms) and as in effect from
time to time (for all other purposes of this Indenture); provided that the Issuer may at any time elect by written notice to the
Trustee to use IFRS in lieu of GAAP for financial reporting purposes and, upon any such notice, references herein to GAAP shall thereafter
be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified
in such notice (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes of this Indenture) and
(b) for prior periods, GAAP as defined in the first sentence of this definition. All ratios and computations based on GAAP contained
in this Indenture shall be computed in conformity with GAAP. For the purposes of this Indenture, the term “consolidated,”
with respect to any Person, shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted
Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.


 


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


 


“Global Notes” means, individually
and collectively, each of the Restricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its
nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges
of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3) or 2.06(d)(1) hereof.


 






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“Government Securities” means
direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges
its full faith and credit.


 


“Grantor” shall have the meaning
given to such term in the Security Agreement.


 


“Guarantee” means a guarantee
other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner
including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof,
of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase
assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).


 


“Guarantors” means Holdings
and any Subsidiary of the Issuer that executes a Note Guarantee in accordance with the provisions of this Indenture and their respective
successors and assigns that constitute Subsidiaries of the Issuer (other than Excluded Subsidiaries), in each case, until the Note Guarantee
of such Person has been released in accordance with the provisions of this Indenture.


 


“Hedging Obligations” means,
with respect to any specified Person, the obligations of such Person under:


 


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


 


(2) other
agreements or arrangements designed to manage interest rates or interest rate risk; and


 


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


 


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


 


“Holdings” has the meaning assigned
to such term in the introductory paragraphs hereto.


 


“IFRS” means the International
Financial Reporting Standards as issued by the International Accounting Standards Board.


 


“Immaterial Subsidiary” means
any Restricted Subsidiary of the Issuer that (i) has Total Assets together with all other Immaterial Subsidiaries (as determined
in accordance with GAAP) of less than 5.0% of the Issuer’s Total Assets measured at the end of the most recent fiscal period for
which internal financial statements are available and on a Pro Forma Basis giving effect to any acquisitions or depositions of companies,
division or lines of business since such balance sheet date and on or prior to the date of acquisition of such Subsidiary and (ii) has
revenue together with all other Immaterial Subsidiaries (as determined in accordance with GAAP) for the period of four consecutive fiscal
quarters ending on such date of less than 5.0% of the combined revenue of the Issuer and its Restricted Subsidiaries for such period (measured for
the four quarters ended most recently for which internal financial statements are available and on a Pro Forma Basis giving effect to
any acquisitions or depositions of companies, division or lines of business since the start of such four quarter reference period).


 


“Increased Amount” means, with
respect to any Indebtedness, Disqualified Stock or preferred stock, any increase in the amount of such Indebtedness in connection with
any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the
form of additional Indebtedness with the same terms or the issuance of additional Disqualified Stock or preferred stock, accretion of
original issue discount or liquidation preference, any fees, underwriting discounts, commitment, ticking and similar fees, expenses and
discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in connection therewith and increases in the amount
of Indebtedness, Disqualified Stock or preferred stock outstanding solely as a result of fluctuations in the exchange rate of currencies
or increases in the value of property securing Indebtedness.


 






    -20-


     


    

 


“Indebtedness” means, with respect
to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables, deferred compensation, deferred
rent (other than for Capital Lease Obligations), and landlord allowances), whether or not contingent:


 


(1) in
respect of borrowed money;


 


(2) evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);


 


(3) in
respect of banker’s acceptances;


 


(4) representing
Capital Lease Obligations;


 


(5) representing
the balance of deferred and unpaid purchase price of any property or services due more than 60 days after such property is acquired or
such services are completed; or


 


(6) representing
any Hedging Obligations,


 


if and to the extent any of the preceding items (other than letters
of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with
GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified
Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any Indebtedness of any other Person; provided that (a) Contingent Obligations incurred in the ordinary
course of business, (b) obligations under or in respect of Securitization Transactions and (c) obligations, to the extent such obligations
would otherwise constitute Indebtedness, under any agreement that has been defeased or satisfied and discharged pursuant to the terms
of such agreement, shall in each case be deemed not to constitute Indebtedness.


 


The term “Indebtedness” shall not include
any Floorplan Indebtedness or any lease, concession or license of property (or Guarantee thereof) that would be considered an operating
lease under GAAP as in effect as of December 31, 2018, any prepayments of deposits received from clients or customers in the ordinary
course of business or consistent with past practices, or obligations under any license, permit or other approval (or Guarantees given
in respect of such obligations) incurred prior to the Issue Date or in the ordinary course of business or consistent with past practices.
Indebtedness shall be calculated without giving effect to the provisions of ASC 815, Derivatives and Hedging and related interpretations
to the extent such provisions would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a
result of accounting for any embedded derivatives created by the terms of such Indebtedness.


 


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


 


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


 


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


 


“Initial Notes” means the $920
million aggregate principal amount of Notes issued under this Indenture on the Issue Date.


 


“Initial Purchasers” means BofA
Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, Blackstone Securities Partners
L.P., BMO Capital Markets Corp., Stifel Nicolaus & Company, Incorporated, CIBC World Markets Corp., Fifth Third Securities, Inc.,
MUFG Securities Americas Inc., Oppenheimer & Co. Inc., PNC Capital Markets LLC, RBC Capital Markets LLC and Wells Fargo Securities,
LLC.


 






    -21-


     


    

 


“insolvency or liquidation proceeding”
means:


 


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


 


(2) 
any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Issuer or any Guarantor,
in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; provided that the liquidation or dissolution
of any Subsidiary that is not prohibited by and does not require consent under any of the Parity Lien Documents shall not be considered
an insolvency or liquidation proceeding.


 


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


“Investment Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P or Fitch, or
an equivalent rating by any other Ratings Agency.






“Investment Grade Securities”
means:


 


(1) securities
issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents)
and in each case with maturities not exceeding five years from the date of acquisition;


 


(2) securities
that have an Investment Grade Rating;


 


(3) investments
in any fund that invests at least 95% of its assets in investments of the type described in clauses (1), (2) or (4) of this definition,
which fund may also hold immaterial amounts of cash pending investment and/or distribution; and


 


(4) instruments
of the general type described in clauses (1), (2) or (3) above in countries other than the United States customarily utilized for
high quality investments and in each case with maturities not exceeding five years from the date of acquisition.


 


“Investments” means, with respect
to any Person, all direct or indirect 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 and advances to customers and commission,
travel, relocation and similar advances to officers and employees 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, together with all items that are required
to be classified as investments on a balance sheet prepared in accordance with GAAP 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. If the Issuer or any Restricted Subsidiary
of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that,
after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer will be
deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Issuer’s Investments
in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(c) hereof. The acquisition by
the Issuer or any Restricted Subsidiary of the Issuer of a Person that holds an Investment in a third Person will be deemed to be an Investment
by the Issuer or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by
the acquired Person in such third Person in an amount determined as provided in Section 4.07(c) hereof. Except as otherwise provided in
this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent
changes in value. Notwithstanding anything in this Indenture to the contrary, for purposes of Section 4.07 hereof:


 






    -22-


     


    

 


(1) “Investments”
shall include the portion (proportionate to the Issuer’s Equity Interest in such Subsidiary) of the Fair Market Value of the net
assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however,
that upon a redesignation of such Subsidiary as a Restricted Subsidiary of the Issuer, the Issuer shall be deemed to continue to have
a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to:


 


(a) the
Issuer’s “Investment” in such Subsidiary at the time of such redesignation; minus


 


(b) the
portion (proportionate to the Issuer’s Equity Interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary
at the time of such redesignation; 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, in each
case as determined in good faith by the Board of Directors of the Issuer or a direct or indirect parent of the Issuer (as evidenced by
an Officer’s Certificate).


 


“Issue Date” means April 1,
2021.


 


“Issuer” has the meaning assigned
to such term in the introductory paragraphs hereto.


 


“joint venture” means any joint
venture or similar arrangement (in each case, regardless of legal formation), including but not limited to collaboration arrangements,
profit sharing arrangements or other contractual arrangements.


 


“Legal Holiday” means a Saturday,
a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or
executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.


 


“Lien” means, with respect to
any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed,
recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing
statement under the UCC (or equivalent statutes) of any jurisdiction.


 


“Long Derivative Instrument”
means a Derivative Instrument (i) the value of which generally increases, and/ or the payment or delivery obligations under which generally
decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or
delivery obligations under which generally increase, with negative changes to the Performance References.


 


“Management Investor” means
any Person who is an officer or otherwise a member of management of the Issuer, any of its Subsidiaries or any of its direct or indirect
parent companies on the Issue Date, immediately after giving effect to the Transactions.


 


“Market Capitalization” means
an amount equal to (i) the total number of issued and outstanding shares of Capital Stock of the Issuer or any direct or indirect
parent company of the Issuer on the date of declaration of the relevant dividend or making of any other Restricted Payment, as applicable,
multiplied by (ii) the arithmetic mean of the closing prices per share of such Capital Stock on the New York Stock Exchange (or,
if the primary listing of such Capital Stock is on another exchange, on such other exchange) for the 30 consecutive trading days immediately
preceding such date.


 






    -23-


     


    

 


“Moody’s” means Moody’s
Investors Service, Inc.


 


“Net Proceeds” means the aggregate
cash proceeds and Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any Designated Non-cash Consideration
received in any Asset Sale, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed asset or other
consideration received in any other non-cash form), net of the costs relating to such Asset Sale and the sale or disposition of such Designated
Non-cash Consideration, including, without limitation, legal, accounting and investment banking fees, discounts and sales commissions,
and any relocation expenses incurred as a result of the Asset Sale, Taxes paid or payable as a result of the Asset Sale (including by
way of making Permitted Payments to Parent in respect of such Taxes), amounts applied to the repayment of principal, premium (if any)
and interest on Indebtedness that is secured by the property or the assets that are the subject of such Asset Sale or that is otherwise
required (other than pursuant to the penultimate paragraph of Section 4.10(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, without limitation, 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 Company or any Guarantor immediately prior to such date of determination.


 


“Non-Guarantor
Subsidiary” means any Restricted Subsidiary of the Issuer that is not a Guarantor.


 


“Non-Recourse Debt” means Indebtedness
as to which neither the Issuer, nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness) other than the pledge of the Equity Interests of any Unrestricted Subsidiaries
or (b) is directly or indirectly liable as a guarantor or otherwise other than by virtue of a pledge or the Equity Interests of any Unrestricted
Subsidiaries.


 


“Non-U.S. Person” means a Person
who is not a U.S. Person.


 


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


 


“Note Guarantee” means the Guarantee
by each Guarantor of the Issuer’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.


 


“Notes” has the meaning assigned
to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes
under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional
Notes.


 


“Notes Collateral Agent” means
Wilmington Trust, National Association, in its capacity as collateral agent for the Notes, together with its successors in such capacity.


 






    -24-


     


    

 


“Obligations” means any principal,
interest (including any interest, fees, expenses and other amounts 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, expenses
and other amounts are an allowed or allowable claim under applicable state, federal or foreign law), penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.


 


“Offering Memorandum” means
the Issuer’s offering memorandum, dated as of March 17, 2021.


 


“Officer” means the Chairman
of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Executive Vice President, Senior Vice President
or Vice President, the Treasurer, the Secretary or the Assistant Secretary (or any person serving the equivalent function of any of the
foregoing) of a Person (or of any direct or indirect parent, general partner, managing member or sole member of such Person) or any individual
designated as an “Officer” for purposes of this Indenture by the Board of Directors of such Person (or the Board of Directors
of any direct or indirect parent, general partner, managing member or sole member of such Person).


 


“Officer’s Certificate”
means, with respect to any Person, a certificate signed on behalf of such Person or any direct or indirect parent of such Person by an
Officer of such Person or such direct or indirect parent and delivered to the Trustee or the Notes Collateral Agent, as applicable, whom,
solely in respect of the Officer’s Certificate required by Section 4.04(a), must be the principal executive officer, the principal
financial officer, the treasurer or the principal accounting officer of the Issuer, that meets the requirements of Sections 13.02 and
13.03 hereof.


 


“Opinion of Counsel” means an
opinion from legal counsel who is reasonably acceptable to the Trustee and, that meets the requirements of Sections 13.02 and 13.03 hereof,
if applicable. The counsel may be an employee of or counsel to the Issuer or any Subsidiary of the Issuer.


 


“Pari Passu Intercreditor Agreement”
means (i) a Pari Passu Intercreditor Agreement substantially consistent with the form attached hereto as Exhibit F, as may be amended,
restated, supplemented or replaced, in whole or in part, 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 than the Intercreditor agreement
referred to in clause (i).


 


“Parity Lien” means a Lien
granted to the Notes Collateral Agent or other Parity Lien Representative under any Parity Lien Indebtedness for the benefit of the holders
thereof, at any time, upon the Collateral to secure Parity Lien Obligations.


 


“Parity Lien Documents” means,
collectively, this Indenture, the Notes, the Security Documents, the Pari Passu Intercreditor Agreement, the ABL Intercreditor Agreement
and the indenture, credit agreement or other agreement governing other Parity Lien Indebtedness and the security documents related to
the foregoing.


 


“Parity Lien Indebtedness”
means:


 


		(1)	Indebtedness represented by the Notes initially issued by the Issuer under this Indenture on the Issue Date;



 






    -25-


     


    

 


		(2)	any other Indebtedness of the Issuer or any Guarantor (including Additional Notes but, for the avoidance of doubt, excluding Priority
Lien Obligations) that is intended by the Issuer to be secured equally and ratably with the Parity Lien Obligations by a Parity Lien that
is permitted to be incurred and secured by a Parity Lien under this Indenture; provided that in the case of any Indebtedness referred
to in this clause (3):



 


		(a)	on or before the date on which such Indebtedness is incurred by the Issuer or such Guarantor, such Indebtedness is designated by the
Issuer, in accordance with the terms and conditions of the Pari Passu Intercreditor Agreement, as “Additional Second Lien Obligations”
for the purposes of the Pari Passu Intercreditor Agreement; provided that no series of debt may be designated as both Parity Lien
Indebtedness and Priority Lien Obligations; and



 


		(b)	the Parity Lien Representative of such Indebtedness becomes a party to the Intercreditor Agreements in accordance with the terms thereof;
and
	 	 	 



		(3)	guarantees by any Guarantor in respect of any of the Obligations described in the foregoing clauses (1) and (2).



 


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


 


“Parity Lien Representative”
means any duly authorized representative of any holders of Parity Lien Obligations, which representative is named as such in a joinder
agreement to the applicable ABL Documents.


 


“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 substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and
cash and Cash Equivalents; provided, that any cash and Cash Equivalents received are applied in accordance with Section 4.10 hereof.


 


“Permitted Business” means any
business that is the same as, or reasonably related, ancillary or complementary to, any of the businesses in which the Issuer and its
Restricted Subsidiaries are engaged on the Issue Date.


 


“Permitted Holders” means (i) each
of the Principals, (ii) any Management Investor, (iii) any Related Party of any of the foregoing persons, (iv) any Permitted
Parent and (v) any “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act
or any successor provision) of which any of the foregoing are members; provided that in the case of such “group” and
without giving effect to the existence of such “group” or any other “group,” (x) such Persons specified in clauses (i),
(ii), (iii) or (iv) above, collectively, have beneficial ownership, directly or indirectly, of more than 50% of the total voting
power of the Voting Stock of the Issuer or any of its direct or indirect parent entities held by such “group” and (y) the
Principals and their Related Parties collectively, do not have beneficial ownership, directly or indirectly, of a lesser percentage of
the Voting Stock of the Issuer or any of its direct or indirect parent entities than any other Person that is a member of such “group”
(without giving effect to any Voting Stock that may be deemed owned by such other Person pursuant to Rule 13d-3 or 13d-5 under the Exchange
Act as a result of such “group”). Any person or group, together with its Affiliates, whose acquisition of beneficial
ownership constitutes a Change of Control in respect of which a Change of Control Offer or Alternate Offer is made or waived in accordance
with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.


 


“Permitted Investments” means:


 


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


 


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


 






    -26-


     


    

 


(3) any
Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment:


 


(a) such
Person becomes a Restricted Subsidiary of the Issuer; or


 


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


 


(4) any
Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made in compliance with Section 4.10
hereof;


 


(5) any
acquisition of assets or Capital Stock solely in exchange for, or out of the proceeds of, the issuance of Equity Interests (other than
Disqualified Stock) of the Issuer or of any direct or indirect parent of the Issuer;


 


(6) any
Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary
course of business of the Issuer or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of any trade creditor or customer; (B) litigation, arbitration or other disputes; or (C) as
a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to a secured Investment or other transfer of
title with respect to any secured Investment in default;


 


(7) Investments
represented by Hedging Obligations;


 


(8) loans
or advances to employees made in the ordinary course of business of the Issuer or any Subsidiary of the Issuer in an aggregate principal
amount not to exceed the greater of (x) $25.0 million and (y) 7.50% of Consolidated EBITDA at any one time outstanding;


 


(9) repurchases
of the Notes;


 


(10) any
guarantee of Indebtedness permitted to be incurred under Section 4.09 hereof;


 


(11) any
Investment existing on, or made pursuant to binding commitments existing on the Issue Date and any Investment consisting of an extension,
modification, renewal, replacement, refunding or refinancing of any investment existing on, or made pursuant to a binding commitment existing
on the Issue Date; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment
as in existence on the Issue Date or (b) as otherwise permitted under this Indenture;


 


(12) Investments
acquired after the Issue Date as a result of the acquisition by the Issuer or any Restricted Subsidiary of the Issuer of another Person,
including by way of a merger, amalgamation, Division or consolidation with or into the Issuer or any of its Restricted Subsidiaries in
a transaction that is not prohibited by Section 5.01 hereof after the Issue Date to the extent that such Investments were not made in
contemplation of such acquisition, merger, amalgamation, Division or consolidation and were in existence on the date of such acquisition,
merger, amalgamation or consolidation;


 


(13) Investments
by the Issuer or its Restricted Subsidiaries consisting of deposits, prepayment and other credits to suppliers or landlords made in the
ordinary course of business;


 


(14) guaranties
made in the ordinary course of business of (a) obligations owed to landlords, suppliers, customers, franchisees and licensees of the Issuer
or its Subsidiaries and (b) operating leases (for the avoidance of doubt, excluding Capital Lease Obligations) or of other obligations
that do not constitute Indebtedness;


 






    -27-


     


    

 


(15) 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, or (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;


 


(16) loans
and advances to officers, directors and employees for business-related travel expenses, moving and relocation expenses and other similar
expenses, in each case incurred in the ordinary course of business;


 


(17) Investments
consisting of the licensing, sublicensing or contribution of intellectual property pursuant to joint marketing arrangements with other
Persons;


 


(18) Investments
in joint ventures of the Issuer or any of its Restricted Subsidiaries in an aggregate amount, taken together with all other Investments
made pursuant to this clause (18) that are at the time outstanding, not to exceed the greater of (x) $100.0 million and (y)
30.0% of Consolidated EBITDA, at any one time outstanding;


 


(19) Investments
consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses of
intellectual property or leases, in each case, in the ordinary course of business;


 


(20) Investments
by the Issuer or a Restricted Subsidiary of the Issuer in a Securitization Entity or any Investments by a Securitization Entity in any
other Person in connection with a Qualified Securitization Transaction, including Investments of funds held in accounts permitted or required
by the arrangements governing such Qualified Securitization Transaction or any related Indebtedness; provided, however,
that such Investment is solely in the form of a Purchase Money Note, equity interests or contribution of additional accounts receivable
generated by the Issuer or any of its Subsidiaries;


 


(21) any
transaction to the extent it constitutes an Investment that is permitted by and made in accordance with Section 4.11(b) hereof (except
transactions described in clauses (3), (6), (10), (11), (13) and (19) of Section 4.11(b) hereof);


 


(22) any
acquisition of assets or Capital Stock solely in exchange for, or out of the net cash proceeds received from, the issuance of Equity Interests
(other than Disqualified Stock) of the Issuer or any contribution to the common equity of the Issuer; provided that the amount
of any such net cash proceeds that are utilized for any such Investment pursuant to this clause (22) will be excluded from Section
4.07(a)(z)(B);


 


(23) other
Investments in any Person having an aggregate Fair Market Value, when taken together with all other Investments made pursuant to this
clause (23) that are at the time outstanding not to exceed the greater of (x) $200.0 million and (y) 60.0% of Consolidated EBITDA,
at any one time outstanding; provided, however, that if any Investment pursuant to this clause (23) is made in any
Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted
Subsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above
and shall cease to have been made pursuant to this clause (23) for so long as such Person continues to be a Restricted Subsidiary
of the Issuer;


 






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(24) any
Investment by the Issuer or a Restricted Subsidiary of the Issuer in a Person engaged in a Permitted Business (other than an Investment
in an Unrestricted Subsidiary) having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this
clause (24) that are at the time outstanding, not to exceed the greater of (x) $150.0 million and (y) 45.0% of Consolidated
EBITDA, at any one time outstanding; provided, however, that if any Investment pursuant to this clause (24) is made
in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a
Restricted Subsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above
and shall cease to have been made pursuant to this clause (24) for so long as such Person continues to be a Restricted Subsidiary
of the Issuer; and


 


(25) Investments
in Unrestricted Subsidiaries having an aggregate Fair Market Value, when taken together with all other Investments made pursuant to this
clause (25) that are at that time outstanding not to exceed the greater of (x) $125.0 million and (y) 37.5% of Consolidated
EBITDA, at any one time outstanding; provided that in no event shall any material portion of the intellectual property of the Issuer
and its Restricted Subsidiaries be transferred to any Unrestricted Subsidiary pursuant to this clause (25).


 


For purposes of this definition, in the event that
a proposed Investment (or portion thereof) meets the criteria of more than one of the categories of Permitted Investments described in
clauses (1) through (25) above, or is otherwise entitled to be incurred or made pursuant to Section 4.07, the Issuer will be entitled
to classify, or later reclassify, such Investment (or portion thereof) in one or more of such categories set forth above or pursuant to
Section 4.07.


 


“Permitted Liens” means:


 


 (1) Liens on assets of the Issuer or any of its Restricted Subsidiaries securing Indebtedness and other Obligations that were incurred pursuant to clause (1), (8), (13), (15) or (22) of Section 4.09(b) hereof; provided in the case of clause (13) such Liens securing Indebtedness incurred pursuant to such clause (13) shall only be permitted under this clause (1) if, on a Pro Forma Basis after giving effect to such incurrence, the Consolidated Senior Secured Debt Ratio either (x) does not exceed 4.75 to 1.00 or (y) would be no greater than immediately prior to such incurrence;




 


(2) 
Liens in favor of the Issuer or Guarantors, if any;


 


(3) 
 Liens on assets, property or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary of the
Issuer or is merged or amalgamated with or into or consolidated with the Issuer or a Restricted Subsidiary of the Issuer; provided
that such Liens (a) were in existence prior to the contemplation of such Person becoming a Restricted Subsidiary of the Issuer or
such merger or consolidation and (b) do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary
of the Issuer or the surviving entity of any such merger, amalgamation or consolidation;


 


(4) 
Liens on assets or on property (including Capital Stock) existing at the time of acquisition of the assets or property by the Issuer
or any Subsidiary of the Issuer; provided that such Liens (a) were in existence prior to such acquisition and not incurred
in contemplation of, such acquisition and (b) do not extend to any other assets of the Issuer or any of its Subsidiaries;


 


(5) 
Liens, pledges or deposits to secure the performance of bids, trade contracts, leases, statutory obligations, insurance, judgments,
surety or appeal bonds, workers’ compensation obligations, performance bonds, unemployment insurance obligations, social security
obligations, or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit
issued to assure payment of such obligations);


 


(6) 
Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(4) hereof covering only the assets
acquired with or financed by such Indebtedness; provided that individual financings of property or equipment provided by one lender may
be cross collateralized to other financings of property or equipment provided by such lender;


 






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(7) 
(a) Liens existing on the Issue Date (other than with respect to the ABL Credit Agreement) and (b) Liens securing the Notes issued
on the Issue Date and the Note Guarantees;


 


(8) 
Liens for Taxes, assessments or governmental charges or claims that are not yet overdue for 30 days or not yet due and payable
or that are being contested in good faith by appropriate proceedings; provided that any reserve or other appropriate provision
as is required in conformity with GAAP (or in conformity with generally accepted accounting principles in the jurisdiction in which the
Issuer or Restricted Subsidiary is organized) has been made therefor;


 


(9) 
Liens imposed by law, such as carriers’, warehousemen’s, materialmen’s, landlord’s, workmen’s, repairmen’s
and mechanics’ Liens, in each case, incurred in the ordinary course of business;


 


(10) 
survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph
and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred
in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially
impair their use in the operation of the business of such Person;


 


(11) 
[reserved];


 


(12) 
Liens to secure any Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however, that


 


(a) the new Lien is limited to
all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could
secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof);


 


(b) the Indebtedness secured
by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount (or accreted amount,
if applicable, or, if greater, committed amount) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with
such Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal,
refunding, refinancing, replacement, defeasance or discharge; and


 


(c) the new
Lien has no greater priority relative to the Notes and the Note Guarantees and the holders of such Refinancing Indebtedness secured by
the new Lien have no greater intercreditor rights relative to the Notes and the Note Guarantees than the original Lien and related Indebtedness;


 


(13) 
Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;


 


(14) 
Liens arising from, or from the filing of UCC financing statements in connection with, operating leases;


 


(15) 
bankers’ Liens, rights of set-off, Liens arising out of judgments or awards not constituting an Event of Default and notices
of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which
adequate reserves have been made to the extent required by GAAP;


 


(16) 
Liens on Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;


 






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(17) 
Liens on specific items of inventory or other goods and the proceeds thereof (including documents, instruments, accounts, chattel
paper, letter of credit rights, general intangibles, supporting obligations, and claims under insurance policies relating thereto) of
any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created in
the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other
goods;


 


(18) 
leases, subleases, licenses or sublicenses (including licenses or sublicenses of software and other technology or intellectual
property) in the ordinary course of business or otherwise not materially interfering with the conduct of the business of the Issuer or
any of its Restricted Subsidiaries;


 


(19) 
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;


 


(20) 
statutory, common law or contractual Liens of creditor depository institutions or institutions holding securities accounts (including
the right of set-off or similar rights and remedies);


 


(21) 
customary Liens granted in favor of a trustee (including the Trustee) to secure fees and other amounts owing to such trustee under
an indenture or other agreement pursuant to which Indebtedness not prohibited by this Indenture is issued (including this Indenture);


 


(22) 
Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with
the importation of goods;


 


(23) 
(a) Liens on assets or the Capital Stock of Non-Guarantor Subsidiaries securing Indebtedness of Non-Guarantor Subsidiaries permitted
to be incurred in accordance with Section 4.09 hereof and (b) Liens on the Capital Stock of Unrestricted Subsidiaries;


 


(24) 
Liens securing Hedging Obligations entered into in the ordinary course of business and not for speculative purposes; provided
that such Hedging Obligations are permitted to be incurred under this Indenture;


 


(25) 
Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the disposition
of such assets otherwise permitted under this Indenture for so long as such agreements are in effect;


 


(26) 
other Liens with respect to obligations that do not exceed the greater of (x) $200.0 million and (y) 60.0% of Consolidated
EBITDA at any one time outstanding;


 


(27) 
Liens securing Indebtedness or other Obligations of the Issuer or a Restricted Subsidiary of the Issuer owing to the Issuer or
another Restricted Subsidiary of the Issuer permitted to be incurred in accordance with Section 4.09 hereof;


 


(28) 
leases and subleases of real property that do not materially interfere with the ordinary conduct of the business of the Issuer
or any of its Restricted Subsidiaries;


 


(29) 
Liens on accounts receivable and related assets of the type specified in the definition of “Securitization Transaction”
incurred in connection with a Qualified Securitization Transaction;


 


(30) 
deposits made in the ordinary course of business to secure liability to insurance carriers;


 


(31) 
Liens incurred to secure any Cash Management Services and Treasury Management Arrangement incurred in the ordinary course of business;


 






    -31-


     


    

 


(32) 
Liens solely on any cash earnest money deposits made by the Issuer or any Restricted Subsidiary of the Issuer in connection with
any letter of intent or purchase agreement permitted under this Indenture;


 


(33) 
any encumbrances or restrictions (including, without limitation, put and call agreements) with respect to the Capital Stock of
any joint venture pursuant to the agreement evidencing such joint venture;


 


(34) 
Liens that may arise on inventory or equipment in the ordinary course of business as a result of such inventory or equipment being
located on premises owned by Persons other than the Issuer or its Restricted Subsidiaries;


 


(35) 
Liens securing Indebtedness, Disqualified Stock or preferred stock permitted to be incurred pursuant to Section 4.09 hereof if
at the time of any incurrence of such Indebtedness and after giving pro forma effect thereto, the Consolidated Senior Secured Debt Ratio
does not exceed 4.75 to 1.00;


 


(36) 
Liens to secure assets pledged under Floorplan Indebtedness (which Liens, for the avoidance of doubt, shall be limited to Liens
on assets subject to the Floorplan Indebtedness and shall not extend to any Collateral); and


 


(37) 
Liens on cash proceeds of Indebtedness (and on the related escrow accounts) in connection with the issuance of such Indebtedness
into (and pending the release from) a customary escrow arrangement, to the extent such Indebtedness is incurred in compliance with Section
4.09 hereof.


 


provided that (i) any Liens on the Collateral
incurred pursuant to clauses (1) (solely with respect to Liens securing Indebtedness Incurred pursuant to the reference to clause (13)
of the definition of “Permitted Debt” set forth therein), (26) or (35) above shall be (x) pari passu or junior to the Liens
on the Collateral securing the Notes, (y) (A) if such Liens are pari passu with the Liens on the Collateral securing the Notes, the representative
of the obligations secured thereby (such obligations, Permitted Additional Pari Passu Obligations) executes a joinder agreement to the
Security Agreement and any other applicable Security Documents in the form attached thereto agreeing to be bound thereby and (B) the Issuer
has designated such Indebtedness as Permitted Additional Pari Passu Obligations under the Security Agreement and any other applicable
Security Documents, and (z) if such Liens are secured on the Collateral on a junior basis to the Liens on the Collateral securing the
notes, the representative of the obligations secured thereby enters into intercreditor arrangements that subordinate the Liens on the
Collateral securing such Indebtedness on market terms at the time entered into, as certified by the Issuer in good faith, (ii) Liens on
assets not constituting Collateral shall not be permitted pursuant to clauses (1) (solely with respect to Liens securing Indebtedness
Incurred pursuant to the reference to clause (13) of the definition of “Permitted Debt” set forth therein) and (35) above
and (iii) in the case of any Liens on Collateral pursuant to clause (1) above, such Liens shall be subject to the Intercreditor Agreements,
Pari Passu Intercreditor or another intercreditor agreement that is substantially similar thereto, as applicable.


 


For purposes of determining compliance with this
definition, (x) Permitted Liens need not be incurred solely by reference to one category of Permitted Liens described above but are
permitted to be incurred in part under any combination thereof and (y) in the event that a Lien (or any portion thereof) meets the
criteria of one or more categories of Permitted Liens described above, the Issuer shall, in its sole discretion, classify (or later reclassify)
such item of Permitted Liens (or any portion thereof) in any manner that complies with this definition and (z) in the event that
a portion of Indebtedness secured by a Lien that is incurred after the Issue Date could be classified as secured in part pursuant to clause
(1) or (35) above (giving effect to the incurrence of such portion of such Indebtedness), the Issuer, in its sole discretion, may classify
such portion of such Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to clause (1)  or (35)
above and thereafter the remainder of the Indebtedness as having been secured pursuant to one or more of the other clauses of this definition;
provided, however, that Indebtedness under any ABL Credit Agreement on the Issue Date shall be deemed secured under clause (1) of
the definition of Permitted Liens above on the Issue Date and thereafter may not be reclassified.


 






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“Permitted Parent” means any
(a) direct or indirect parent of the Issuer formed not in connection with, or in contemplation of, a transaction that, assuming such
parent was not so formed, after giving effect thereto would constitute a Change of Control, (b) any direct or indirect parent of
the Issuer formed in connection with an underwritten public Equity Offering and (c) any Public Company (or Wholly Owned Subsidiary of
such Public Company) to the extent and until such time as any Person or group (other than a Permitted Holder under clause (i), (ii), (iii)
or (v) of the definition thereof) is deemed to be or become a beneficial owner of Voting Stock of such Public Company representing
more than 50.0% of the total voting power of the Voting Stock of such Public Company.


 


“Permitted Payments to Parent”
means the declaration and payment of dividends or other payments to, or the making of loans to, any direct or indirect parent of the Issuer
in amounts required for any direct or indirect parent of the Issuer (and, in the case of clause (3) below, its direct or indirect
members), to pay, in each case without duplication:


 


(1) general
corporate operating and overhead costs and expenses (including, without limitation, expenses related to reporting obligations and any
franchise and similar Taxes, and other fees and expenses, required to maintain their corporate existence) of any direct or indirect parent
of the Issuer to the extent such costs and expenses are reasonably attributable to the ownership or operation of the Issuer and its Restricted
Subsidiaries;


 


(2) reasonable
fees and expenses (other than to Affiliates of the Issuer) incurred in connection with any unsuccessful debt or equity offering or other
financing transaction by such direct or indirect parent of the Issuer;


 


(3) with
respect to any taxable period ending after the Issue Date for which the Issuer and/or any of its Subsidiaries are members of a consolidated,
combined or similar income tax group for U.S. federal and/or applicable state, local or foreign income tax purposes of which a direct
or indirect parent of the Issuer is the common parent or other applicable taxpayer for the group (a “Tax Group”), the
portion of any U.S. federal, state, local, and/or foreign income and similar Taxes (including any alternative minimum taxes) of such Tax
Group that is attributable to the taxable income of the Issuer and/or its Restricted Subsidiaries and, to the extent of the amount actually
received from its Unrestricted Subsidiaries for such purpose, in amounts required to pay any such Taxes that are attributable to the taxable
income of such Unrestricted Subsidiaries; provided that the aggregate amount of such payments with respect to such period (regardless
of when paid) shall not exceed the aggregate amount of such Taxes that the Issuer and its applicable Restricted Subsidiaries (and, subject
to the limitation described above, any applicable Unrestricted Subsidiaries of the Issuer) would have been required to pay with respect
to such period were such entities stand-alone corporate taxpayers or a stand-alone corporate Tax Group for all applicable periods ending
after the Issue Date;


 


(4) fees
and expenses owed by the Issuer, any direct or indirect parent of the Issuer, as the case may be, or the Issuer’s Restricted Subsidiaries
to Affiliates, in each case, to the extent permitted by Section 4.11(b)(7) hereof;


 


(5) customary
salary, bonus, severance, indemnification obligations and other benefits payable to officers and employees of such direct or indirect
parent company of the Issuer to the extent such salaries, bonuses, severance, indemnification obligations and other benefits are attributable
to the ownership or operation of the Issuer and its Restricted Subsidiaries;


 


(6) the
payment of customary transaction fees and expenses payable in accordance with Section 4.11(b)(20); and


 






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(7)  fees
and expenses incurred by the Issuer or any direct or indirect parent of the Issuer related to the performance of its obligations under
this Indenture and similar obligations under any Credit Agreement.


 


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


 


“Premises” means owned real
properties required to be subject to a mortgage lien that form a portion of the Collateral (including all after-acquired real property
that is not an Excluded Asset).


 


“Principals” means (1) the Sponsor
and (2) one or more investment funds advised, managed or controlled by Sponsor and, in each case (whether individually or as a group),
their Affiliates, but not initially, however, any portfolio company of any of the foregoing.


 


“Priority Lien Obligations”
means Indebtedness outstanding under the ABL Credit Agreement and all other Obligations in respect thereof.


 


“Private Placement Legend” means
the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted
by the provisions of this Indenture.


 


“Pro Forma Basis” means, with
respect to the calculation of any test, financial ratio, basket or covenant under this Indenture, including the Consolidated Senior Secured
Debt Ratio, the Consolidated Total Debt Ratio and the Fixed Charge Coverage Ratio and the calculation of Consolidated EBITDA, Consolidated
Total Indebtedness and Total Assets, of any Person and its Restricted Subsidiaries, as of any date, that pro forma effect will be given
to the Transactions, any acquisition, merger, amalgamation, consolidation, Investment, any issuance, incurrence, assumption or repayment
or redemption of Indebtedness (including Indebtedness issued, incurred or assumed or repaid or redeemed as a result of, or to finance,
any relevant transaction and for which any such test, financial ratio, basket or covenant is being calculated), any issuance or redemption
of preferred stock or Disqualified Stock, all sales, transfers and other dispositions or discontinuance of any Subsidiary, line of business,
division, segment or operating unit, any operational change (including the entry into any material contract or arrangement) or any designation
of a Restricted Subsidiary to an Unrestricted Subsidiary or of an Unrestricted Subsidiary to a Restricted Subsidiary, in each case that
have occurred during the four consecutive fiscal quarter period of such Person being used to calculate such test, financial ratio, basket
or covenant (the “Reference Period”), or subsequent to the end of the Reference Period but prior to such date or prior
to or simultaneously with the event for which a determination under this definition is made (including any such event occurring at a Person
who became a Restricted Subsidiary of the subject Person or was merged or consolidated with or into the subject Person or any other Restricted
Subsidiary of the subject Person after the commencement of the Reference Period), as if each such event occurred on the first day of the
Reference Period.


 


For purposes of making any computation referred
to above:


 


(1) if
any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated
as if the rate in effect on the date for which a determination under this definition is made had been the applicable rate for the entire
period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligations have a remaining term
in excess of 12 months);


 


(2) interest
on a Capital Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting
officer, in his or her capacity as such and not in his or her personal capacity, of the Issuer or a direct or indirect parent company
of the Issuer to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP;


 






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(3) interest
on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, an eurocurrency
interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon
such optional rate chosen as the Issuer may designate;


 


(4) interest
on any Indebtedness under a revolving credit facility or a Qualified Securitization Transaction computed on a pro forma basis shall
be computed based upon the average daily balance of such Indebtedness during the applicable period; and


 


(5) to
the extent not already covered above, any such calculation may include adjustments calculated in accordance with Regulation S-X under
the Securities Act.


 


Any pro forma calculation may include, without
limitation, (1) adjustments calculated in accordance with Regulation S-X under the Securities Act and (2) adjustments calculated
to give effect to any Pro Forma Cost Savings; provided that any such adjustments that consist of reductions in costs and other
operating improvements or synergies (whether added pursuant to this definition, the definition of “Pro Forma Cost Savings”
or otherwise added to Consolidated Net Income or Consolidated EBITDA but excluding the Specified Permitted Adjustments) shall be calculated
in accordance with, and satisfy the requirements specified in, the definition of “Pro Forma Cost Savings”.


 


“Pro Forma Cost Savings” means,
without duplication of any amounts referenced in the definition of “Pro Forma Basis,” an amount equal to the amount of cost
savings, operating expense reductions, operating improvements (including the entry into any material contract or arrangement) and acquisition
synergies, in each case, projected in good faith to be realized (calculated on a pro forma basis as though such items had been realized
on the first day of such period) as a result of actions taken on or prior to, or to be taken by the Issuer (or any successor thereto)
or any Restricted Subsidiary within 24 months of, the date of such pro forma calculation, net of the amount of actual benefits realized
or expected to be realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such action;
provided that (i) such cost savings, expense reductions, operating improvements and synergies are reasonably identifiable
(as determined in good faith by a responsible financial or accounting officer, in his or her capacity as such and not in his or her personal
capacity, of the Issuer, any director or indirect parent of the Issuer or any Qualified Reporting Subsidiary (or any successor thereto),
to the extent providing the report required by Section 4.03 hereof and are reasonably anticipated to be realized within 24 months
after the date of such pro forma calculation or after the consummation of any change that is expected to result in such cost savings,
operating expense reductions, operating improvements or synergies, (ii) the aggregate amount added in respect of this definition of “Pro
Forma Cost Savings” shall not exceed with respect to any four quarter period, 25% of Consolidated EBITDA for such period (calculated
after giving effect to any giving effect to any such adjustments and (iii) no cost savings, expense reductions, operating improvements
and synergies shall be added pursuant to this definition to the extent duplicative of any expenses or charges otherwise added to Consolidated
Net Income or Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period.


 


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


 


“Public Company Costs” means,
as to any Person, costs relating to compliance with the provisions of the Securities Act and the Exchange Act, as applicable to companies
with equity securities held by the public, costs associated with, or in anticipation of, or preparation for, compliance with the requirements
of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, the rules of national securities
exchange companies with listed equity, directors’ compensation, fees and expense reimbursement, costs relating to investor relations,
shareholder meetings and reports to shareholders, directors’ and officers’ insurance and other executive costs, legal and
other professional fees, and listing fees, in each case to the extent arising solely by virtue of listing of such Person’s equity
securities on a national securities exchange.


 






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“Purchase Money Note” means
a promissory note of a Securitization Entity evidencing a line of credit, which may be irrevocable, from the Issuer or any of its Subsidiaries
to a Securitization Entity in connection with a Qualified Securitization Transaction, which note is intended to finance that portion of
the purchase price that is not paid by cash or a contribution of equity.


 


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


 


“Qualified Securitization Transaction”
means any Securitization Transaction of a Securitization Entity that meets the following conditions:


 


(1) the
Board of Directors of the Issuer or any direct or indirect parent of the Issuer shall have determined in good faith that such Qualified
Securitization Transaction (including financing terms, covenants, termination events or other provisions) is in the aggregate economically
fair and reasonable to the Issuer and the Securitization Entity;


 


(2) all
sales of accounts receivable and related assets to the Securitization Entity are made at Fair Market Value (as determined in good faith
by the Issuer) and may include Standard Securitization Undertakings; and


 


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


 


Notwithstanding anything to the contrary, the grant
of a security interest in any accounts receivable of the Issuer or any of its Restricted Subsidiaries (other than a Securitization Entity)
to secure Indebtedness or other Obligations under the ABL Credit Agreement shall not be deemed a Qualified Securitization Transaction.


 


“Qualifying Equity Interests”
means Equity Interests of the Issuer other than Disqualified Stock.


 


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


 


“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.


 


“Regulated Subsidiary” means
any entity that is subject to United States or foreign federal, state or local regulation over its ability to incur Indebtedness or create
Liens (including Liens with respect to its own Capital Stock).


 


“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 appropriate.


 


“Regulation S Permanent Global Note”
means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend, 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 exchanged therefor upon and after expiration of the Restricted Period.


 






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“Regulation S Temporary Global Note”
means a temporary Global Note in the form of Exhibit A hereto bearing the Global Note Legend, Private Placement Legend and Regulation
S Temporary Global Legend 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 of Regulation S.


 


“Regulation S Temporary Global Note Legend”
means the legend set forth in Section 2.06(g)(3) hereof to be placed on all Regulation S Temporary Global Notes.


 


“Related Business Assets” means
assets (other than cash or Cash Equivalents) used or useful in a Permitted Business and not classified as current assets under GAAP; provided
that assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary
will not qualify as Related Business Assets if they consist of securities of a Person, unless upon receipt of such securities such Person
becomes a Restricted Subsidiary of the Issuer.


 


“Related Party” means (a) with
respect to the Sponsor, (i) any investment fund controlled by or under common control with the Sponsor, any officer or director of the
foregoing persons, or any entity controlled by any of the foregoing persons and (ii) any spouse or lineal descendant (including by adoption
or stepchildren) of the officers and directors referred to in clause (a)(i); and (b) with respect to any officer of the Issuer or its
Subsidiaries, (i) any spouse or lineal descendant (including by adoption and stepchildren) of such officer and (ii) any trust, corporation
or partnership or other entity, in each case to the extent not an operating company, of which an 80% or more controlling interest is held
by the beneficiaries, stockholders, partners or owners who are the officer, any of the persons described in clause (b)(i) above or any
combination of these identified relationships.


 


“Rental Equipment” means utility
equipment, vehicles and other equipment that is determined in the good faith of the Issuer to be held for the purpose of renting such
equipment and vehicles to customers of the Issuer and its Restricted Subsidiaries.


 


“Responsible Officer” means,
when used with respect to the Trustee or the Notes Collateral Agent, as applicable, any officer within the corporate trust department
of the Trustee or the Notes Collateral Agent, as applicable, who shall have direct responsibility for the administration of this Indenture,
and any other officer of the Trustee or the Notes Collateral Agent, as applicable, to whom any corporate trust matter relating to this
Indenture is referred because of such officer’s knowledge of and familiarity with the particular subject.


 


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


 


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


 


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


 


“Restricted Period” means the
40-day distribution compliance period as defined in Regulation S, which period shall terminate on May 11, 2021 with respect to Notes issued
on the Issue Date.


 


“Restricted Subsidiary” of a
Person means any Subsidiary of the referent Person that is not an Unrestricted 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.


 






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


 


“S&P” means Standard &
Poor’s Ratings Group.


 


“Sale/Leaseback Transaction”
means any arrangement relating to property now owned or hereafter acquired by the Issuer or any of its Restricted Subsidiaries whereby
the Issuer or a Restricted Subsidiary of the Issuer transfers such property to a Person and the Issuer or such Restricted Subsidiary of
the Issuer leases it from such Person, other than leases between the Issuer and a Restricted Subsidiary of the Issuer or between the Issuer’s
Restricted Subsidiaries.


 


“Screened Affiliate” means any
Affiliate of a holder (i) that makes investment decisions independently from such holder and any other Affiliate of such holder that is
not a Screened Affiliate, (ii) that has in place customary information screens between it and such holder and any other Affiliate of such
holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Issuer or its Subsidiaries,
(iii) whose investment policies are not directed by such holder or any other Affiliate of such holder that is acting in concert with such
holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions
of such holder or any other Affiliate of such holder that is acting in concert with such holders in connection with its investment in
the Notes.


 


“Secured Indebtedness” means
any Indebtedness secured by a Lien other than Indebtedness with respect to Cash Management Services or a Treasury Management Arrangement.


 


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


 


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


 


(1) no
portion of the Indebtedness or any other obligations (contingent or otherwise) of which (a) is guaranteed by the Issuer or any of
its Subsidiaries (other than the Securitization Entity) (excluding guarantees of obligations (other than the principal of, and interest
on, Indebtedness) pursuant to Standard Securitization Undertakings), (b) is recourse to or obligates the Issuer or any of its Subsidiaries
(other than the Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings or (c) subjects any
asset of the Issuer or any of its Subsidiaries (other than the Securitization Entity), directly or indirectly, contingently or otherwise,
to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;


 


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


 


(3) to
which neither the Issuer nor any of its Subsidiaries has any obligation to maintain or preserve such entity’s financial condition
or cause such entity to achieve certain levels of operating results.


 


Any designation by the Board of Directors of the
Issuer or any direct or indirect parent of the Issuer shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolutions of the Board of Directors of the Issuer or such direct or indirect parent of the Issuer giving effect to such designation
and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.


 






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“Securitization Fees” means
distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection
with, and other fees paid to a Person that is not a Restricted Subsidiary of the Issuer or any of its Restricted Subsidiaries in connection
with, a Qualified Securitization Transaction.


 


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


 


“Securitization Transaction”
means any transaction or series of transactions that may be entered into by the Issuer, any of its Restricted Subsidiaries or a Securitization
Entity pursuant to which the Issuer, such Restricted Subsidiary or such Securitization Entity may sell, convey or otherwise transfer to,
or grant a security interest in for the benefit of, (1) a Securitization Entity, the Issuer or any of its Restricted Subsidiaries which
subsequently transfers to a Securitization Entity (in the case of a transfer by the Issuer or such Restricted Subsidiary) and (2) any
other Person (in the case of transfer by a Securitization Entity), any accounts receivable (whether now existing or arising or acquired
in the future) of the Issuer or any of its Restricted Subsidiaries which arose in the ordinary course of business of the Issuer or such
Restricted Subsidiary, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable,
all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets (including contract rights) which are customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions involving accounts receivable.


 


“Security Agreement” means that
certain Second Lien Notes Security Agreement, dated the Issue Date, by and among the Grantors party thereto and the Notes Collateral Agent,
as may be amended, restated, supplemented, waived, renewed or otherwise modified from time to time.


 


“Security Documents” means the
Intercreditor Agreements, each joinder or amendment to the Intercreditor Agreements, the Security Agreement, all other security agreements,
pledge agreements, control agreements, collateral assignments, mortgages, deeds of trust, security deeds, deeds to secure debt, deeds
of trust, hypothecs, hypothecations, collateral agency agreements, debentures or other instruments or other pledges, grants or transfers
for security or agreements related thereto executed and delivered by the Issuer or any Guarantor creating or perfecting (or purporting
to create or perfect) a Lien upon Collateral (including, without limitation, financing statements under the UCC) in favor of the Notes
Collateral Agent on behalf of the Trustee and the Holders of the Notes to secure the Notes and the Note Guarantees and the other Obligations
under this Indenture, in each case, as amended, modified, renewed, restated, supplemented or replaced, in whole or in part, from time
to time, in accordance with its terms and the provisions described in Article 12 hereof.


 


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


 


“Specified Permitted Adjustments”
means all adjustments of the type or nature identified in the calculations of “Adjusted EBITDA” and “Pro Forma Adjusted
EBITDA” as set forth in the “Summary—Summary Historical Consolidated and Unaudited Pro Forma Condensed Combined Financial
Information and Other Data” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable
to the Reference Period (it being understood that such adjustments shall be calculated net of the amount of actual benefits realized or
expected to be realized during Reference Period that are otherwise included in the calculation of Consolidated EBITDA).


 






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“Sponsor” means Platinum Equity
Advisors, LLC, Capitol Acquisition Founder IV, LLC, The Blackstone Group Inc. and Energy Capital Partners III, LP and, in each case, its
Affiliates (excluding any operating portfolio company thereof).


 


“Standard Securitization Undertakings”
means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Issuer or any of its Subsidiaries
which the Issuer has determined in good faith to be customary in a Securitization Transaction including, without limitation, those relating
to the servicing of the assets of a Securitization Entity, it being understood that any Securitization Repurchase Obligation shall be
deemed to be a Standard Securitization Undertaking.


 


“Stated Maturity” means, with
respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal
was scheduled to be paid in the original documentation governing such Indebtedness and will not include any Contingent Obligations to
repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.


 


“Subordinated Indebtedness”
means (a) with respect to the Issuer, any Indebtedness of the Issuer which is by its terms expressly subordinated in right of payment
to the Notes, and (b) with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms expressly subordinated
in right of payment to its Note Guarantee.


 


“Subsidiary” means, with respect
to any specified 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
and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the
election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof);


 


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


 


(3) any
Person that is consolidated in the consolidated financial statements of the specified Person in accordance with GAAP.


 


“Subsidiary Guarantor” means
any Guarantor that is a Restricted Subsidiary of the Issuer.


 


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


 






    -40-


     


    

 


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


 


“Total Assets” means the total
consolidated assets of the Issuer and its Restricted Subsidiaries as set forth on the most recent internally available consolidated balance
sheet of the Issuer and its Restricted Subsidiaries.


 


“Transactions” means, collectively,
the Acquisition, the Rollover (as defined in the Offering Memorandum), the Subscription (as defined in the Offering Memorandum), the Supplemental
Equity Financing (as defined in the Offering Memorandum) and the Debt Financing (as defined in the Offering Memorandum).


 


“Treasury Management Arrangement”
means any agreement or other arrangement governing the provision of treasury or Cash Management Services, including deposit accounts,
overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled
disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.


 


“Treasury Rate” means, as of
any redemption date, the yield to maturity as of the earlier of (a) such redemption date or (b) the date on which such series
of Notes are defeased or satisfied and discharged, 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 such date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly
equal to the period from the redemption date to April 15, 2024; provided, however, that if the period from the redemption
date to April 15, 2024 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to
a constant maturity of one year will be used.


 


“Trust Indenture Act” or “TIA”
means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb), as in effect on the Issue Date and, to the
extent required by law, as amended.


 


“Trustee” means Wilmington Trust,
National Association, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means
the successor serving hereunder.


 


“UCC” means the Uniform Commercial
Code (or any successor statute) as in effect from time to time in the relevant jurisdiction.


 


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


 


“Unrestricted Subsidiary” means
any Subsidiary of the Issuer that is designated by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer
as an Unrestricted Subsidiary pursuant to a resolution of such Board of Directors, and any Subsidiary of an Unrestricted Subsidiary, but
only to the extent that such Subsidiary:


 


(1) has
no Indebtedness other than Non-Recourse Debt;


 


(2) is
not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary of the Issuer (other than
any Subsidiary of the Subsidiary to be so designated) unless the terms of any such agreement, contract, arrangement or understanding are
not materially less favorable to the Issuer or such Restricted Subsidiary of the Issuer than those that might have been obtained at the
time of any such agreement, contract, arrangement or understanding than those that could have been obtained from Persons who are not Affiliates
of the Issuer;


 


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


 






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(4) has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted
Subsidiaries (other than any Subsidiary of the Subsidiary to be so designated).


 


Any designation by the Board of Directors of the
Issuer or any direct or indirect parent of the Issuer shall be evidenced to the Trustee by delivering to the Trustee a certified copy
of the resolutions of such Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such
designation complied with the foregoing conditions.


 


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


 


“Voting Stock” of any specified
Person as of any date means the Capital Stock of such Person that is at the time entitled to vote (without regard to the occurrence of
any contingency) in the election of the Board of Directors of such Person.


 


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


 


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


 


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


 


“Wholly Owned Restricted Subsidiary”
means any Wholly Owned Subsidiary that is a Restricted Subsidiary.


 


“Wholly Owned Subsidiary” means,
with respect to any Person, a direct or indirect Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interest
of which (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third
parties to the extent required by applicable law) 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
	 	 	 
	“Acquired Rental Assets”  	 	1.01
	“Acquisition”  	 	Preamble
	“Acquisition Agreement”  	 	Preamble
	“Action”  	 	12.02
	“Affiliate Transaction” 	 	4.11
	“Alternate Offer”  	 	4.14
	“Asset Sale Offer” 	 	3.09
	“Authentication Order” 	 	2.02
	“Change of Control Offer”. 	 	4.14
	“Change of Control Payment” 	 	4.14
	“Change of Control Payment Date” 	 	4.14
	“Covenant Defeasance” 	 	8.03
	“Custom Truck”  	 	Preamble
	“Directing Holder”  	 	6.02
	“DTC” 	 	2.03
	“Electronic Record”  	 	13.11
	“Electronic Signature”  	 	13.11
	“Event of Default” 	 	6.01
	“Excess Proceeds” 	 	4.10
	“Grower Tested Committed Amount” 	 	4.09
	“incur” 	 	4.09
	“Initial Default” 	 	6.04
	“Interest Payment Date” 	 	2.01
	“Legal Defeasance” 	 	8.02
	“Noteholder Direction”  	 	6.02
	“Offer Amount” 	 	3.09
	“Offer Period” 	 	3.09
	“Offer Purchase Date”  	 	3.09
	“Paying Agent” 	 	2.03
	“Payment Default”  	 	6.01(4)(a)
	“Performance References”  	 	1.01
	“Permitted Debt” 	 	4.09
	“Position Representation”  	 	6.02
	“Qualified Reporting Subsidiary” 	 	4.03
	“Ratio Debt” 	 	4.09
	“Refinance” 	 	4.09
	“Refinancing Indebtedness” 	 	4.09
	“Registrar” 	 	2.03
	“Restricted Payments” 	 	4.07
	“Retained Declined Proceeds” 	 	4.10
	“Reversion Date” 	 	4.19
	“Specified Courts”  	 	13.07
	“Surviving Entity” 	 	5.01
	“Suspended Covenants” 	 	4.19
	“Suspension Period” 	 	4.19
	“Tax Group” 	 	1.01
	“Testing Party”  	 	1.04
	“Transaction Agreement Date” 	 	1.04
	“Verification Covenant”  	 	6.02



 






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		Section 1.03	Rules
                                            of Construction.



 


Unless the context otherwise requires:


 


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


 


(2) 
an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(3) 
“or” is not exclusive;


 


(4) 
the term “including” is not limiting;


 


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


 


(6) 
“will” shall be interpreted to express a command;


 


(7) 
provisions apply to successive events and transactions;


 


(8) 
references to sections of or rules under the Exchange Act and the Securities Act will be deemed to include substitute, replacement
or successor sections or rules adopted by the Commission from time to time; and


 


(9) 
unless otherwise provided herein or in any other related document, the words “execute”, “execution”, “signed”,
and “signature” and words of similar import used in or related to any document to be signed in connection with this Indenture,
any other related document or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications)
shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable,
to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions
Act; provided that, notwithstanding anything herein to the contrary, neither the Trustee nor the Notes Collateral Agent is under any obligation
to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee or the Notes Collateral
Agent pursuant to reasonable procedures approved by the Trustee or the Notes Collateral Agent, as applicable. The Issuer agrees to assume
all risks arising out of the use of digital signatures and electronic methods to submit communications to the Trustee or the Notes Collateral
Agent, including, without limitation, the risk of the Trustee or the Notes Collateral Agent acting on unauthorized instruction and the
risk of interception and misuse by third parties.


 


		Section 1.04	Measuring Compliance.



 


(a) 
With respect to any (x) Restricted Payment, Investment, acquisition, merger, amalgamation, Division or similar transaction
and (y) repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock with respect to which a notice
of repayment (or similar notice), which may be conditional, has been delivered, in each case for purposes of determining:


 


(1) 
whether any Indebtedness (including Acquired Debt) that is being incurred or Disqualified Stock or preferred stock being issued
in connection with such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or similar transaction or repayment,
repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock is permitted to be incurred in compliance with Section
4.09;


 


(2) 
whether any Lien being incurred in connection with such Restricted Payment, Investment, acquisition, merger, amalgamation, Division
or similar transaction or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock or to secure any
such Indebtedness is permitted to be incurred in accordance with Section 4.12 or the definition of “Permitted Liens”;


 


(3) 
whether any other transaction undertaken or proposed to be undertaken in connection with such Restricted Payment, Investment, acquisition,
merger, amalgamation, Division or similar transaction, or repayment, repurchase or refinancing of Indebtedness; Disqualified Stock or
preferred stock complies with the covenants or agreements contained in this Indenture or the Notes;


 






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(4) 
any calculation of the ratios, baskets or financial metrics, including Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio,
Consolidated Senior Secured Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Total Indebtedness, Total Assets and/or
Pro Forma Cost Savings and, whether a Default or Event of Default exists in connection with the foregoing; and


 


(5) 
whether any condition precedent to the incurrence of Indebtedness (including Acquired Debt) or Liens, or issuance of Disqualified
Stock or preferred stock, in each case that is being incurred in connection with such Restricted Payment, Investment, acquisition, merger,
amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred
stock is satisfied,


 


at the option of the Issuer, any of its Restricted Subsidiaries, any
direct or indirect parent of the Issuer, any successor entity of any of the foregoing or a third party (the “Testing Party”),
the date of declaration of such Restricted Payment, the date that the definitive agreement for such Restricted Payment, Investment, acquisition,
merger, amalgamation, Division or similar transaction is entered into, the date a public announcement of such Restricted Payment, Investment,
acquisition, merger, amalgamation, Division or similar transaction or the date of such notice, which may be conditional, of such repayment,
repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock is given to the holders of such Indebtedness, Disqualified
Stock or preferred stock (any such date, the “Transaction Agreement Date”) may be used as the applicable date of determination,
as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions
set forth in the definition of “Pro Forma Basis” or “Consolidated EBITDA.”


 


(b) 
If the Testing Party elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the
foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Senior Secured
Debt Ratio, Consolidated Net Income, Consolidated EBITDA, Consolidated Total Indebtedness, Total Assets and/or Pro Forma Cost Savings
of the Issuer from the Transaction Agreement Date to the date of consummation of such Restricted Payment, Investment, acquisition, merger,
amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred
stock will not be taken into account for purposes of determining whether any Indebtedness or Lien that is being incurred in connection
with such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase
or refinancing of Indebtedness, Disqualified Stock or preferred stock or in connection with compliance by the Issuer or any of its Restricted
Subsidiaries with any other provision of this Indenture or the Notes or any other transaction undertaken in connection with such Restricted
Payment, Investment, acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness,
Disqualified Stock or preferred stock, is permitted to be incurred, (b) if financial statements for one or more subsequent fiscal
quarters shall have become available, the Testing Party may elect, in its sole discretion, to re-determine all such baskets, ratios and
financial metrics on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to
be the applicable Transaction Agreement Date for purposes of such baskets, ratios and financial metrics, (c) until such Restricted
Payment, Investment, acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness,
Disqualified Stock or preferred stock is consummated or such definitive agreements are terminated, such Restricted Payment, Investment,
acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness, Disqualified
Stock or preferred stock and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness,
issuance of Disqualified Stock or preferred stock and Liens) will be given pro forma effect when determining compliance of other transactions
(including the incurrence of Indebtedness, issuance of Disqualified Stock or preferred stock and Liens unrelated to such Restricted Payment,
Investment, acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness,
Disqualified Stock or preferred stock) that are consummated after the Transaction Agreement Date and on or prior to the date of consummation
of such Restricted Payment, Investment, acquisition, merger, amalgamation, Division or similar transaction or repayment, repurchase or
refinancing of Indebtedness, Disqualified Stock or preferred stock and any such transactions (including any incurrence of Indebtedness
or issuance of Disqualified Stock or preferred stock and the use of proceeds thereof) will be deemed to have occurred on the Transaction
Agreement Date and deemed to be outstanding thereafter for purposes of calculating any baskets, ratios or financial metrics under this
Indenture after the Transaction Agreement Date and before the date of consummation of such Restricted Payment, Investment, acquisition,
merger, amalgamation, Division or similar transaction or repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred
stock and (d) Consolidated Interest Expense for purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest
rate based on the indicative interest margin (without giving effect to any step-ups) contained in any financing commitment documentation
with respect to such Indebtedness, Disqualified Stock or preferred stock or, if no such indicative interest margin exists, as reasonably
determined by Issuer in good faith. In addition, compliance with any requirement relating to the absence of a Default or Event of Default
may be determined as of the Transaction Agreement Date (including any new Transaction Agreement Date) and not as of any later date as
would otherwise be required under this Indenture.


 






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Notwithstanding anything to the contrary herein,
so long as an action was taken (or not taken) in reliance upon a basket, ratio of financial metric that was calculated or determined in
good faith by a responsible financial or accounting officer of a Testing Party based upon financial information available to such officer
at such time and such action (or inaction) was permitted hereunder at the time of such calculation or determination, any subsequent restatement,
modification or adjustments made to such financial information (including any restatement, modification or adjustment that would have
caused such basket or ratio to be exceeded as a result of such action or inaction) shall not result in any Default or Event of Default.


 


ARTICLE 2

THE NOTES


 


		Section 2.01	Form
                                            and Dating.



 


(a) 
General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage; provided that any
such notations, legends or endorsements are in a form reasonably acceptable to the Issuer. Each Note will be dated the date of its authentication.
Each Note will bear interest at a rate of 5.500% per annum from the Issue Date or from the most recent date to which interest has
been paid or provided for, payable semi-annually on April 15 and October 15 of each year (each such date, an “Interest Payment
Date”), commencing with October 15, 2021, to Holders of record as of the close of business on the April 1 or October 1, whether
or not a Business Day, immediately preceding each Interest Payment Date. Interest will be paid on the basis of a 360-day year consisting
of twelve 30-day months. The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


The terms and provisions contained in the Notes
will constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision
of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.


 


(b) 
Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note
Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive
form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule
of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as
will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges 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 will be made by the Trustee or the Custodian, at
the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.


 






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(c) 
Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation
S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian
for the Depositary, 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. After
the expiration of the Restricted Period and upon the receipt by the Trustee of:


 


(1) 
certificates from Euroclear and Clearstream, substantially in the form of Exhibit E hereto, certifying that they have received
certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global
Note (except to the extent of any Beneficial Owners thereof who acquired an interest therein during the Restricted Period pursuant to
another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global
Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and


 


(2) 
an Officer’s Certificate from the Issuer, beneficial interests in the Regulation S Temporary Global Note will be exchanged
for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with such exchange
of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount
of the Regulation S Temporary Global Note and the 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
interests as hereinafter provided.


 


(d) 
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 will be applicable to transfers of beneficial interests in the Regulation S Temporary
Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.


 


(e) 
Issuance of Additional Notes. Additional Notes ranking pari passu with the Initial Notes may be 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 Initial
Notes (other than the issue date, the issue price, the first Interest Payment Date and the initial interest accrual date) and shall have
the same terms as to status, redemption or otherwise as the Initial Notes; provided that in order for any Additional Notes to have
the same CUSIP number as the Initial Notes, such Additional Notes must be fungible with the Initial Notes for U.S. federal income tax
purposes; provided, further, that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance
with Sections 4.09 and 4.12 hereof.


 


		Section 2.02	Execution
                                            and Authentication.



 


At least one Officer must sign the Notes for the
Issuer by manual, facsimile or other electronic signature.


 


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


 


A Note will not be valid until authenticated by
the manual signature of an authorized signatory of the Trustee. The signature will be conclusive evidence that the Note has been duly
authenticated and delivered under this Indenture.


 






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The Trustee will, upon receipt of a written order
of the Issuer signed by an Officer of the Issuer (an “Authentication Order”), together with the other documents required
under Sections 13.02 and 13.03 hereof, if any, authenticate (i) Notes for original issue, of which $920,000,000 in aggregate principal
amount will be issued on the Issue Date and (ii) any Additional Notes. The aggregate principal amount of Notes outstanding at any time
may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to one or more Authentication Orders,
except as provided in Section 2.07 hereof.


 


The Trustee may appoint an authenticating agent
acceptable to the 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 will maintain an office or agency where
Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes
may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their
transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar”
includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying
Agent or Registrar without notice to any Holder. The Issuer will 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 Paying Agent or Registrar.


 


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


 


The Issuer initially appoints the Trustee to act
as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.


 


		Section 2.04	Paying
Agent to Hold Money in Trust.



 


The Issuer will require each Paying Agent other
than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held
by the Paying Agent for the payment of principal of, premium on, if any, and interest on, the Notes, and will notify the Trustee 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 a Subsidiary) will have no further liability for the money. If the
Issuer or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money
held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as Paying
Agent for the Notes.


 


		Section 2.05	Holder
Lists.



 


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


 






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		Section 2.06	Transfer and Exchange.



 


(a) 
Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee
of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for
Definitive Notes if:


 


(1) 
the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or
that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed
by the Issuer within 120 days after the date of such notice from the Depositary;


 


(2) 
the Issuer in its sole discretion determines, subject to the procedures of the Depositary, that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that
in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of
the Restricted Period and (B) the receipt by the Trustee of the certificates required pursuant to Section 2.01(c) hereof; or


 


(3) 
there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Beneficial Owners thereof
have requested such exchange.


 


Upon the occurrence of either of the preceding
events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes
also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered
in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall
be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other
than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided
in Section 2.06(b), (c), (d) or (f) hereof.


 


(b) 
Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in
the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.
None of the Issuer, Trustee, Paying Agent, nor any Agent of the Issuer shall have any responsibility or liability for any aspect of the
records relating to or payment made on account of beneficial ownership interests in a Global Note, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests. Beneficial interests in the Restricted Global Notes will be subject
to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or
more of the other following subparagraphs, as applicable:


 


(1) 
Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted
Period, transfers of beneficial interests in the Regulation S 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). No written orders or instructions shall be required to be delivered to
the Registrar to effect the transfers described in this Section 2.06(b)(1).


 


(2) 
All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges
of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the
Registrar either:


 


(A) both:


 


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


 






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


 


(B) both:


 


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


 


(ii) instructions
given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered
to effect the transfer or exchange referred to in (1) above;


 


provided that in no event shall Definitive Notes be
issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of
the Restricted Period and (B) the receipt by the Trustee of the certificates required by Section 2.01(e) hereof.


 


(3) 
Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note
may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate
and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or
names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons
in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and the Regulation S Temporary Global Note Legend, as applicable,
and shall be subject to all restrictions on transfer contained therein.


 


(2) Beneficial Interests in Regulation S
Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the 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 Trustee of the certificates required
pursuant to Section 2.01(c) hereof, except in the case of a transfer pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 903 or Rule 904.


 


(3) Beneficial Interest in Restricted Global
Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form
of an Unrestricted Definitive Note only if the Registrar receives the following: (i) if the holder of such beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such Holder substantially
in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof, or (ii) if the Holder of such beneficial interest
in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an
Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4)
thereof; and, in each case, if the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Issuer 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.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(e) 
Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s
compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior
to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly
endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by
its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of this Section 2.06(e).


 


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


 


(A) if the transfer will be made 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; and


 


(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, certificates and Opinion of Counsel required by item (3) thereof, if applicable.


 






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(2) 
Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted
Definitive Note if (i) the Holder of such Restricted Definitive Note proposes to exchange such Notes for an Unrestricted Definitive Note,
a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (ii) the Holder
of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof, and
in each case, if the Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange
or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities Act.


 


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


 


(f) 
[Reserved].


 


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


 


(1) 
Private Placement Legend. Each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution
thereof) shall bear the legend in substantially the following form:


 


“THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY
BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION
UNDER THE SECURITIES ACT.


 


BY
ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN “INSTITUTIONAL” ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”) AND (2) AGREES THAT IT
WILL NOT WITHIN [ONE YEAR—FOR NOTES ISSUED PURSUANT TO RULE 144A][40 DAYS—FOR NOTES ISSUED IN OFFSHORE TRANSACTIONS PURSUANT
TO REGULATION S] AFTER THE LATER OF THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE DATE ON WHICH THE ISSUER OR ANY OF ITS RESPECTIVE
AFFILIATES OWNED THIS NOTE, OFFER, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) (I) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (II)
FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT INSIDE THE UNITED STATES TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (III) INSIDE
THE UNITED STATES TO AN ACCREDITED INVESTOR THAT IS ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR,
IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR THE OFFER OR
SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AND THAT PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED
ON ITS BEHALF BY A U.S. BROKER DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (IV) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (IF AVAILABLE), (V) IN ACCORDANCE WITH ANOTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (OTHER THAN RULE 144) (AND BASED UPON AN OPINION OF COUNSEL IF THE
ISSUER SO REQUESTS), OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE FURTHER
AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS NOTE PURSUANT TO SUBCLAUSES (III) TO (V) OF CLAUSE (A) ABOVE, AND THAT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE
TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON”
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”


 






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“BY ITS ACQUISITION OF THIS SECURITY,
THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT (A) EITHER (1) THE HOLDER IS NOT ACQUIRING OR HOLDING THIS SECURITY
FOR OR ON BEHALF OF, AND NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE
BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE
SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE
CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION, HOLDING AND SUBSEQUENT
DISPOSITION OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS” AND (B) NONE OF THE ISSUER, ANY GUARANTORS OR THE INITIAL PURCHASERS
OF THE SECURITIES OR ANY OTHER RESPECTIVE AFFILIATES IS ACTING, OR WILL ACT, AS A FIDUCIARY TO ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT WITH
RESPECT TO THE DECISION TO PURCHASE OR HOLD THIS SECURITY OR IS UNDERTAKING TO PROVIDE IMPARTIAL INVESTMENT ADVICE OR GIVE ADVICE IN A
FIDUCIARY CAPACITY WITH RESPECT TO THE DECISION TO PURCHASE OR HOLD THIS SECURITY.”


 


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


 


“THIS
GLOBAL NOTE IS HELD BY OR ON BEHALF OF 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 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 AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 






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(3) 
Regulation S Temporary Global Note Legend. In addition to the Private Placement Legend, the Regulation S Temporary Global
Note will 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 FOR DEFINITIVE NOTES,
ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL
NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”


 


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


 


(i) 
General Provisions Relating to Transfers and Exchanges.


 


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


 


(2) No service charge will be made to a Holder
of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer
may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other
than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10,
4.14, 4.18 and 9.05 hereof).


 


(3) [Reserved].


 






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(4) All Global Notes and Definitive Notes issued
upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the 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.


 


(5) Neither the Registrar nor the Issuer will
be required:


 


(A) 
to issue, to register the transfer of, or to exchange any Notes during a period beginning at the opening of business 15 days before
the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;


 


(B) 
to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part; or


 


(C) 
to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.


 


(6) 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 (subject to the record date provisions of the
Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice
to the contrary.


 


(7) The Trustee will authenticate Global Notes
and Definitive Notes in accordance with the provisions of Section 2.02 hereof.


 


(8) All certifications, certificates and Opinions
of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may
be submitted by facsimile or other electronic means.


 


(9) None of the Issuer, the Trustee, or any
Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among
Participants, Indirect Participants, members or Beneficial Owners in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


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


 


		Section 2.07	Replacement Notes.



 


If any mutilated Note is surrendered to the Trustee
or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer will issue
and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are
met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of
the Trustee and the Issuer to protect the Issuer, the Trustee, any 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 in replacing a Note.


 


In case any such mutilated, destroyed, lost, or
stolen Note has become due and payable, the Issuer in its sole discretion may, instead of issuing a new Note, pay such Note.


 






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Upon the issuance of any new Note under this Section
2.07, the Issuer may require the payment of a sum sufficient to cover any tax, assessment, fee or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Note issued pursuant to this Section
2.07 in exchange for any mutilated Note or in lieu of any destroyed, lost, or stolen Note will constitute an original additional contractual
obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Note shall be at any time enforceable by anyone, and
will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.


 


The provisions of this Section 2.07 are exclusive
and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost, or stolen Notes.


 


		Section 2.08	Outstanding Notes.



 


The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those cancelled by it, those delivered to the Issuer 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
or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then
on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.


 


None of the Issuer, the Trustee, or any Agent shall
have any responsibility or obligation to any Beneficial Owner in a Global Note, a Participant, an Indirect Participant or other Person
with respect to the accuracy of the records of the Depositary or its nominee or of any Participant or Indirect Participant, with respect
to any ownership interest in the Notes or with respect to the delivery to any a Participant, Indirect Participant, Beneficial Owner or
other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with
respect to such Note. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes
and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee
in the case of the Global Note). The rights of Beneficial Owners in the Global Note shall be exercised only through the Depositary subject
to the Applicable Procedures. The Issuer, the Trustee, and each Agent shall be entitled to rely and shall be fully protected in relying
upon information furnished by the Depositary with respect to its Participants, Indirect Participants and any Beneficial Owners. The Issuer,
the Trustee, and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any
Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and
interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or Holder of a beneficial ownership
interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the Beneficial Owners thereof. None
of the Issuer, the Trustee, or any Agent have any responsibility or liability for any acts or omissions of the Depositary with respect
to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect
of any such Global Note, for any transactions between the Depositary and any Participant, Indirect Participant or between or among the
Depositary, any such Participant and Indirect Participant and/or any holder or owner of a beneficial interest in such Global Note, or
for any transfers of beneficial interests in any such Global Note.


 






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


 


		Section 2.09	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 any Guarantor, or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any Guarantor, will
be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying
on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded.
Upon request of the Trustee, the Issuer will identify any such Notes known by the Issuer to be so owned in an Officer’s Certificate
delivered to the Trustee, upon which the Trustee shall be entitled to conclusively rely.


 


		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, will authenticate temporary Notes. Temporary
Notes will be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary
Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer will prepare and the Trustee will authenticate
Definitive Notes in exchange for temporary Notes. Holders of temporary Notes will be entitled to all of the benefits of this Indenture.


 


		Section 2.11	Cancellation.



 


The Issuer at any time may deliver Notes to the
Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee for cancellation any Notes surrendered to them for
registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and will dispose of cancelled Notes in accordance with its customary procedures (subject
to the record retention requirements of the Exchange Act). Upon the request of the Issuer, certification of the cancellation of all cancelled
Notes will be delivered to the Issuer. 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, the Issuer will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the
defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof; provided that if the Issuer pays the defaulted interest prior to the date that is 30 days after the
date of default in payment of interest, payment shall be to the recordholders of the Notes as of the original record date. The Issuer
will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment.
If such default in interest continues for 30 days, the Issuer will fix or cause to be fixed each such special record date and payment
date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest.
At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at
the expense of the Issuer) will mail or cause to be mailed (or with respect to Global Notes, to the extent permitted or required by applicable
DTC procedures or regulations, send electronically) to Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.


 






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		Section 2.13	CUSIP Numbers.



 


The Issuer in issuing the Notes may use “CUSIP”
or other similar numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” or other similar numbers 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 “CUSIP” or other
similar numbers.


 


ARTICLE 3

REDEMPTION AND PREPAYMENT


 


		Section 3.01	Notices to Trustee.



 


If the Issuer elects to redeem Notes pursuant to
the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least two Business Days for Global Notes
and 10 days for Definitive Notes (or such shorter period acceptable to the Trustee) before a notice of redemption is required to be mailed
or sent to Holders pursuant to Section 3.03, an Officer’s Certificate setting forth:


 


(1) 
the clause of this Indenture pursuant to which the redemption shall occur;


 


(2) 
the redemption date;


 


(3) 
the principal amount of Notes to be redeemed;


 


(4) 
the redemption price, if then ascertainable;


 


(5) 
if such redemption is conditioned, then one or more conditions precedent; and


 


(6) 
if requested by the Issuer, that the Trustee give the notice of redemption in the Issuer’s name and at its expense setting
forth the information to be stated in such notice as provided in Section 3.03.


 


		Section 3.02	Selection of Notes to
Be Redeemed or Purchased.



 


If less than all of the Notes are to be redeemed
or purchased in an offer to purchase at any time, the Trustee (subject to Section 4.10 or 4.14, as applicable) will select Notes for redemption
or purchase pro rata, by lot or by such method as it shall deem fair and appropriate. If the Notes are represented by Global Notes, interests
in such Global Notes will be selected for redemption or purchase by DTC in accordance with its Applicable Procedures.


 


In the event of partial redemption or purchase,
the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 10 nor more than 60
days prior to the redemption or purchase date (unless such notice of redemption is mailed or sent more than 60 days prior to a redemption
or purchase date pursuant to clause (a) or (b) of Section 3.03) by the Trustee from the outstanding Notes not previously called for redemption
or purchase.


 


The Trustee will 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 will be in amounts of $2,000 or whole multiples
of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount
of Notes held by such Holder shall be redeemed or purchased; provided, that the unredeemed or unpurchased portion of a Note must
be in a minimum denomination of $2,000. 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.


 






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		Section 3.03	Notice of Redemption.



 


Subject to the provisions of Section 3.09 hereof,
at least 10 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, by first class mail (or
with respect to Global Notes, to the extent permitted or required by applicable DTC procedures or regulations, send electronically), a
notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed
or sent more than 60 days prior to a redemption date if (a) the notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of this Indenture pursuant to Articles 8 or 11 hereof or (b) in the case of a redemption that is subject to one or more
conditions precedent, the date of redemption is extended as permitted in this Indenture.


 


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


 


(1) 
the redemption date;


 


(2) 
the redemption price, or if not then ascertainable, the manner of calculation thereof,


 


(3) 
if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption
date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note will be
issued in the name of the Holder of the Notes upon cancellation of the original Note (or transferred by book entry);


 


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


 


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


 


(6) 
that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on
and after the redemption date (whether or not a Business Day);


 


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


 


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


 


(9) 
if the redemption is conditional, the one or more conditions precedent and that the Issuer may delay the redemption date in its
discretion until such time as the condition or conditions are satisfied or waived by the Issuer in its sole discretion, or such redemption
may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied
(or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days
from the date of the redemption notice in such case).


 


At the Issuer’s request, the Trustee will
give the notice of redemption in the Issuer’s name and at the Issuer’s expense subject to compliance with Section 3.01.


 






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		Section 3.04	Effect
of Notice of Redemption.



 


Except as provided in Section 3.07(f) hereof, once
notice of redemption is mailed or transmitted in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due
and payable on the redemption date (as such date may be extended or delayed) at the redemption price. The notice, if mailed or transmitted
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 by such other means as may be required hereby 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 will cease to accrue on the Notes or portion thereof
called for redemption as of the redemption date (whether or not a Business Day).


 


		Section 3.05	Deposit of Redemption
or Purchase Price.



 


Prior to 11:00 a.m. Eastern Time on the redemption
or purchase date, the Issuer will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase
price of, and accrued interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly
return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay
the redemption or purchase price of, and accrued interest, if any, 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 will cease to accrue on the Notes or the portions of Notes
called for redemption or purchase. If any Note called for redemption or purchase is not 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 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 will issue, and upon receipt of an Authentication Order, together with the documents required in Sections 13.02 and
13.03 hereof, the Trustee will 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 (or transfer such Note by book entry).


 


		Section 3.07	Optional Redemption.



 


(a) 
At any time prior to April 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount
of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal
to 105.500% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but
not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest
Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:


 


(1) 
at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding
or (b) $100.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after
the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture);
and


 


(2) 
the redemption occurs within 180 days of the date of the closing of such Equity Offering.


 






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(b) 
At any time prior to April 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption
price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice,
and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of
Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption
date.


 


(c) 
At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer
or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer,
the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all
of the remaining Notes of such series at a price in cash equal to the price offered to each Holder in such prior offer, plus, to
the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including)
the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment
Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of
the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or
by funds controlled or managed by an Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes
of such offer.


 


(d) 
Prior to April 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date
occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a
redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but
not including) the redemption date (subject to the right of Holders of Notes on the relevant record date to receive interest due on the
relevant interest payment date falling on or prior to the redemption date); provided that in any given calendar year, any amount
not utilized pursuant to this paragraph in any calendar year may be carried forward to subsequent calendar years.


 


(e) 
Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to April
15, 2024.


 


(f) 
On or after April 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption
prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed,
to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on April 15 of the years indicated
below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on
or prior to the redemption date:


 


	Year	 	Percentage
	 	 	 
	2024	 	102.750%
	2025	 	101.375%
	2026 and thereafter	 	100.000%





 


(g) 
Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In
connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion,
be performed by another Person and/or be subject to one or more conditions precedent. In addition, if such redemption is subject
to satisfaction of one or more conditions precedent, the related notice of redemption 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 by the Issuer in its sole
discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions
shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed
(which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions
precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable
redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in
the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable
redemption date (whether or not a Business Day).


 






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(h) 
The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open
market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon
such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes
are purchased or otherwise acquired by the Issuer, such Notes may be cancelled and all obligations thereunder terminated.


 


		Section 3.08	Mandatory Redemption.



 


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


 


		Section 3.09	Offer to Purchase by Application
of Excess Proceeds.



 


In the event that, pursuant to Section 4.10 hereof,
the Issuer is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow
the procedures specified below.


 


The Asset Sale Offer shall be made to all Holders
and, if required by the terms of any Parity Lien Indebtedness and, if the assets or property disposed of in the Asset Sale was not Collateral,
Indebtedness of the Issuer or any Guarantor that ranks pari passu with the Notes and contains provisions similar to those set forth
in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets; the Asset Sale Offer will
remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent
that a longer period is required by applicable law (the “Offer Period”). Promptly after the termination of the
Offer Period (the “Offer Purchase Date”), the Issuer will apply all Excess Proceeds (the “Offer Amount”)
to the purchase of Notes, Parity Lien Indebtedness and such other pari passu Indebtedness (to be purchased on a pro rata basis
based on the principal amount of Notes, Parity Lien Indebtedness and such other pari passu Indebtedness tendered or required to
be repaid or redeemed), and thereafter, the Notes to be purchased shall be selected on a pro rata basis (subject to applicable
DTC procedures with respect to the Global Notes) based on the principal amount tendered (with, in each case, such adjustments as may be
deemed appropriate by the Issuer, so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof,
will be purchased, provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000) or, if less than
the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer shall be purchased.
Payment for any Notes so purchased will be made in the same manner as principal and interest payments are made.


 


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


 


Upon the commencement of an Asset Sale Offer, the
Issuer will send, by first class mail (or with respect to Global Notes to the extent permitted or required by applicable DTC procedures
or regulations, send electronically), a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain
all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will
govern the terms of the Asset Sale Offer, will state:


 


(1) 
that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset
Sale Offer will remain open;


 


(2) 
the Offer Amount, the purchase price and the Offer Purchase Date;


 


(3) 
that any Note not tendered or accepted for payment will continue to accrue interest;


 






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(4) 
that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease
to accrue interest after the Offer Purchase Date (whether or not a Business Day);


 


(5) 
that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations
of $2,000 or an integral multiple of $1,000 in excess thereof; provided that any unpurchased portion of a Note must be in a minimum
denomination of $2,000;


 


(6) 
that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the
form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer the Note by book-entry transfer,
to the Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three Business
Days before the Offer Purchase Date;


 


(7) 
that Holders will be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his
election to have such Note purchased;


 


(8) 
that, if the aggregate principal amount of Notes, Parity Lien Indebtedness and other pari passu Indebtedness surrendered
by holders thereof exceeds the Offer Amount, the Issuer will select the Notes, Parity Lien Indebtedness and other pari passu Indebtedness
to be purchased on a pro rata basis based on the principal amount of Notes, Parity Lien Indebtedness and such other pari passu
Indebtedness tendered or required to be prepaid or redeemed, and thereafter the Trustee will select the Notes to be purchased on a
pro rata basis (subject to applicable DTC procedures with respect to Global Notes) based on the principal amount tendered (with,
in each case, such adjustments as may be deemed appropriate by the Issuer or the Trustee, as applicable, so that only Notes in minimum
denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased; provided that any unpurchased
portion of a Note must be in a minimum denomination of $2,000); and


 


(9) 
that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered (or transferred by book-entry transfer).


 


On or before the Offer Purchase Date, the Issuer
will, to the extent lawful, accept for payment (on a pro rata basis to the extent necessary), the Offer Amount of Notes or portions thereof
tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or
cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating that such Notes
or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.09. The Issuer, the Depositary
or the Paying Agent, as the case may be, will promptly mail or deliver to each tendering Holder an amount equal to the purchase price
of the Notes tendered by such Holder and accepted by the Issuer for purchase, and the Issuer will promptly issue a new Note, and the Trustee,
upon receipt of an Authentication Order, together with the documents required under Sections 13.02 and 13.03 hereof, will authenticate
and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased
portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The
Issuer will publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Offer Purchase Date.


 


Notwithstanding anything in this Indenture to the
contrary, the Issuer’s obligation to make an Asset Sale Offer may be waived or modified or terminated with written consent of the
Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer for the Notes) prior to the date by which the Issuer is required to make such Asset Sale Offer.


 






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ARTICLE 4

COVENANTS


 


		Section 4.01	Payment of Notes.



 


The Issuer will pay or cause to be paid the principal
of, premium on, if any, and interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium,
if any, and interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuer, Holdings or a Subsidiary
thereof, holds as of 11:00 a.m. Eastern 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, if any, then due. Payments on the Notes will be made free and
clear of any deduction or withholding for taxes, except as otherwise required by law.


 


The Issuer will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest
rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue installments of interest at the same stepped-up rate to the extent lawful.


 


		Section 4.02	Maintenance of Office
or Agency.



 


The Issuer will maintain in the contiguous United
States, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes
may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the
Notes and this Indenture may be served. The Issuer will give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Issuer fails to maintain any such required office or agency or fails to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee; provided that no service of legal process against the Issuer or any Guarantors may be made at any 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, however, that no such designation or rescission will in any manner relieve the
Issuer of their obligation to maintain an office or agency in the contiguous United States for such purposes. The Issuer will give prompt
written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.


 


The 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.



 


(a)  So
long as any Notes are outstanding, the Issuer will provide the Trustee and, upon request, to Holders of Notes a copy of all of the information
and reports referred to below:


 


(1) within
90 days after the end of each fiscal year (or such longer period as may be permitted by the Commission pursuant to the reporting requirements
for a non-accelerated filer), annual audited consolidated financial statements of the Issuer that would have been required to be contained
in an Annual Report on Form 10-K under the Exchange Act if the Issuer had been a reporting company under the Exchange Act for such
fiscal year (but only to the extent similar information is presented in the Offering Memorandum), including a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” with respect to the periods presented and a report on
the annual financial statements by the Issuer’s independent accountants (all of the foregoing financial information to be prepared
on a basis substantially consistent with the corresponding financial information included in the Offering Memorandum);


 






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(2) within
45 days after the end of each of the first three fiscal quarters of each fiscal year thereafter (or such longer period as may be permitted
by the Commission pursuant to the reporting requirements for a non-accelerated filer), unaudited quarterly consolidated financial statements
of the Issuer (including a balance sheet, statement of operations and statement of cash flows) that would have been required to be contained
in a Quarterly Report on Form 10-Q under the Exchange Act if the Issuer had been a reporting company under the Exchange Act for the interim
period as of, and for the period ending on, the end of such fiscal quarter (but only to the extent similar information is presented in
the Offering Memorandum), including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
(all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information
included in the Offering Memorandum), subject to normal year-end adjustments and the absence of footnotes; and


 


(3) within
15 days after the time period specified for filing current reports on Form 8-K by the Commission, current reports containing substantially
all of the information that would be required to be filed in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant
to Items 1.01, 1.03, 2.01, 2.03, 2.04, 4.01, 4.02, 5.01, 5.02(a) through (c) (other than compensation information), and 5.03(b) (in each
case, excluding the financial statements, pro forma financial information and exhibits, if any, that would be required by Item 9.01) of
Form 8-K if the Issuer had been a reporting company under the Exchange Act; provided, however, that no such current report
will be required to be furnished if the Issuer determines in its good faith judgment that such event is not material to Holders or the
business, assets, operations, financial position or prospects of the Issuer and its Restricted Subsidiaries, taken as a whole, or if the
Issuer determines in its good faith judgment that such disclosure would otherwise cause material competitive harm to the business, assets,
operations, financial position or prospects of the Issuer and its Restricted Subsidiaries, taken as a whole;


 


provided, however, that in addition to providing such
information to the Trustee, the Issuer will be required to make available to the Holders, bona fide prospective investors in the Notes,
bona fide market makers in the Notes affiliated with any Initial Purchaser and bona fide securities analysts (to the extent providing
analysis of investment in the Notes) such information by (i) posting to its website (or the website of any direct or indirect parent
of the Issuer or of a Subsidiary of the Issuer) or on IntraLinks or any comparable password-protected online data system, in each case,
subject to the extensions provided for in clauses (1) and (2) of this Section 4.03(a), within 15 days after the time the Issuer
would be required to provide such information pursuant to clause (1), (2) or (3) above, as applicable, or (ii) otherwise providing
substantially comparable availability of such reports (as determined by the Issuer in good faith) (it being understood that, without limitation,
making such reports available on Bloomberg or another comparable private electronic information service shall constitute substantially
comparable availability).


 


(b) Notwithstanding
the foregoing, (a) the Issuer will not be required to furnish any information, financial statements, certificates or reports required
by (i) Section 302, Section 404 or Section 906 of the Sarbanes-Oxley Act of 2002, or related Items 307 or 308 of Regulation
S-K, (ii) Regulation G or Item 10(e) of Regulation S-K promulgated by the Commission with respect to any non-GAAP financial measures
contained therein, or (iii) Rule 3-01(e), Rule 3-05, Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, (b) such reports will
not be required to contain any segment reporting, (c) such reports shall not be required to present compensation required by Item
402 of Regulation S-K or otherwise or beneficial ownership information and (d) the information and reports referred to in Section
4.03(a)(1), (2) and (3) shall not be required to include any exhibits required by Item 15 of Form 10-K, Item 6 of
Form 10-Q or Item 9.01 of Form 8-K.


 


(c) The
Issuer will be deemed to have furnished such information and reports referred to above to the Trustee and the Holders of the Notes if
the Issuer or any direct or indirect parent of the Issuer has (i) filed such reports with the Commission via the EDGAR (or successor)
filing system or if such reports are otherwise publicly available, or (ii) posted such reports on the Issuer’s (or any direct
or indirect parent of the Issuer or any Subsidiary) website. The Trustee will have no responsibility to determine whether such filing
or posting has occurred.


 






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(d) For
so long as the Issuer has designated certain of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial
information required to be provided by Section 4.03(a) will include a reasonably detailed summary presentation (which need not be audited
or reviewed by the auditors), either on the face of the financial statements, in the footnotes thereto, in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition
and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations
of the Unrestricted Subsidiaries of the Issuer.


 


(e) In
addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will
furnish to Holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act (or any successor provision).


 


(f) In
addition, notwithstanding the foregoing, the financial statements, information and other information and documents required to be provided
as described in this Section 4.03 may be, rather than those of the Issuer, those of (a) any predecessor or successor of the Issuer
or any entity meeting the requirements of clause (b) or (c) of this paragraph, (b) any Wholly Owned Subsidiary of the Issuer
that, together with its consolidated Subsidiaries, constitutes substantially all of the assets of the Issuer and its consolidated Subsidiaries
(“Qualified Reporting Subsidiary”) or (c) any direct or indirect parent of the Issuer; provided that, if
the financial information so furnished relates to such Qualified Reporting Subsidiary of the Issuer or such direct or indirect parent
of the Issuer, the same is accompanied by consolidating information, which may be posted to the website of the Issuer (or any direct or
indirect parent of the Issuer or any Subsidiary) or on a non-public, password-protected website maintained by the Issuer or a third party,
that explains in reasonable detail the differences between the information relating to such Qualified Reporting Subsidiary or such parent
entity (as the case may be), on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone
basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence
need not be audited or reviewed by the Issuer’s independent accountants.


 


(g) So
long as Notes are outstanding, the Issuer will also:


 


(a) within 15 Business Days after
furnishing to the Trustee the annual and quarterly reports required by Section 4.03(a)(1) and (2), hold a conference call to discuss such
reports and the results of operations for the relevant reporting period; and


 


(b) post to its website or on IntraLinks
or any comparable password-protected online data system, which will require a confidentiality acknowledgment, prior to the date of the
conference call required to be held in accordance with Section 4.03(g)(a), announcing the time and date of such conference call and either
including all information necessary to access the call or informing holders, prospective investors, market makers affiliated with any
Initial Purchaser and securities analysts how they can obtain such information, including, without limitation, the applicable password
or other login information.


 


Any Person who requests or accesses such financial
information required by this Section 4.03(g) will be required to represent to the Issuer (to the reasonable good faith satisfaction of
the Issuer) that:


 


(1) 
it is a Holder, a Beneficial Owner of the Notes, a bona fide prospective investor in the Notes or a bona fide market maker in the
Notes affiliated with any Initial Purchaser or a bona fide securities analyst providing an analysis of investment in the Notes;


 


(2) 
it will not use the information in violation of applicable securities laws or regulations;


 


(3) 
it will keep such information confidential and will not communicate the information to any Person and not use such information
in any manner intended to compete with the business of the Issuer and its Subsidiaries; and


 






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(4) 
it is not a Person (which includes such Person’s Affiliates) that (i) is principally engaged in a Permitted Business
or (ii) derives a significant portion of its revenue from operating a Permitted Business.


 


Notwithstanding anything herein to the contrary,
failure by the Issuer to comply with any of its obligations hereunder for purposes of Section 6.01(3) will not constitute an Event of
Default thereunder until 120 days after the receipt of the written notice delivered thereunder; provided that, to the extent any
information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the
Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be
deemed to have been cured.


 


The delivery of any reports, information and documents
to the Trustee is for informational purposes only and the information and the Trustee’s receipt of such reports shall not constitute
actual or constructive knowledge or notice of any information contained therein or determined therefrom, including the Issuer’s
compliance with any of its covenants (as to which the Trustee shall be entitled to rely conclusively on an Officer’s Certificate).


 


		Section 4.04	Compliance Certificate.



 


(a) 
The Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year (beginning with the first full fiscal
year after the Issue Date, which may be delivered within 120 days after the end of such fiscal year), an Officer’s Certificate stating
that in the course of the performance by the signer of his or her duties as an Officer of the Issuer he or she would normally have knowledge
of any Default or Event of Default and whether or not the signer knew of any Default or Event of Default that occurred during such period
(and, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge
and what action the Issuer or Guarantors are taking or propose to take with respect thereto) and that to his or her knowledge no event
has occurred and remains in existence by reason of which payments on account of the principal of, premium on, if any, or interest on the
Notes is prohibited or if such event has occurred, a description of the event and what action the Issuer or Guarantors are taking or propose
to take with respect thereto.


 


(b) 
So long as any of the Notes are outstanding, the Issuer will deliver to the Trustee, within 30 days of any Officer becoming aware
of any Default or Event of Default (unless such Default or Event of Default has been cured or waived during such 30-day period), an Officer’s
Certificate specifying such Default or Event of Default, its status and what action the Issuer or the Guarantors are taking or propose
to take with respect thereto.


 


		Section 4.05	Taxes.



 


The Issuer will pay, and will cause each of its
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good
faith and by appropriate proceedings or except where the failure to effect such payment would not have a material and adverse effect on
the business of the Issuer and its Restricted Subsidiaries, taken as a whole.


 


		Section 4.06	Stay, Extension and Usury
Laws.



 


The Issuer and each of the Guarantors covenants
(to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect
the covenants or the performance of this Indenture; the Issuer and each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though
no such law has been enacted.


 






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		Section 4.07	Restricted Payments.



 


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


 


(1) 
declare or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted
Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving
the Issuer or any of its Restricted Subsidiaries) (other than dividends or distributions payable in Equity Interests (other than Disqualified
Stock) of the Issuer and other than dividends or distributions payable to the Issuer or a Restricted Subsidiary of the Issuer);


 


(2) 
purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation
involving the Issuer) any Equity Interests of the Issuer or any direct or indirect parent of the Issuer;


 


(3) 
make any voluntary or optional payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value
any Indebtedness of the Issuer or any Subsidiary Guarantor that is contractually subordinated in right of payment to the Notes or to any
Note Guarantee, except any such payment on Indebtedness permitted under Section 4.09(b)(6) or (7) and a payment of interest when
due or principal at the Stated Maturity thereof or the purchase, redemption, repurchase, defeasance, acquisition or retirement for value
of any such Indebtedness within 365 days of the Stated Maturity thereof; or


 


(4) 
make any Restricted Investment


 


(all such payments and other actions set forth in clauses (1) through
(4) of this Section 4.07(a) being collectively referred to as “Restricted Payments”), unless, at the time of and after
giving effect to such Restricted Payment:


 


(x) in
the case of clauses (1), (2) and (3) above, no Event of Default has occurred and is continuing or would occur as a consequence of such
Restricted Payment;


 


(y) other
than with respect to any Restricted Payments made pursuant to clause (z)(F) below, the Issuer would, at the time of such Restricted Payment
and after giving pro forma effect thereto as if such Restricted Payment has been made at the beginning of the applicable four-quarter
period, have been permitted to incur at least $1.00 of additional Indebtedness as Ratio Debt; and


 


(z) such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer or its Restricted Subsidiaries
since the Issue Date (including Restricted Payments permitted by Section 4.07(b)(3) hereof and excluding Restricted Payments permitted
by all other clauses of Section 4.07(b) hereof), is less than the sum, without duplication, of:


 


(A) an amount (which may not be less
than zero) equal to 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the Issue Date
to the end of the most recently ended fiscal quarter for which internal financial statements of the Issuer are available at the time of
such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus


 


(B) 100% of the aggregate net proceeds,
including cash and Fair Market Value of property other than cash (as determined in accordance with Section 4.07(c) hereof), received by
the Issuer after the Issue Date as a contribution to its common equity capital or from the issue or sale of Qualifying Equity Interests
of the Issuer or any direct or indirect parent of the Issuer (excluding, without duplication, Designated Preferred Stock, the Cash Contribution
Amount and Excluded Contributions), or from the issue or sale of Disqualified Stock of the Issuer or debt securities of the Issuer, in
each case that have been converted into or exchanged for Qualifying Equity Interests of the Issuer (other than Qualifying Equity Interests
and convertible or exchangeable Disqualified Stock or debt securities sold to a Subsidiary of the Issuer); plus


 






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(C) 100% of the aggregate amount of
cash and the Fair Market Value of property other than cash (as determined in accordance with Section 4.07(c) hereof) received by the Issuer
or a Restricted Subsidiary of the Issuer from (A) the sale or disposition (other than to the Issuer or a Restricted Subsidiary of
the Issuer) of Restricted Investments made after the Issue Date and from repurchases and redemptions of such Restricted Investments from
the Issuer and its Restricted Subsidiaries by any Person (other than the Issuer or its Restricted Subsidiaries) and from repayments of
loans or advances that constituted Restricted Investments made after the Issue Date; (B) the sale (other than to the Issuer and its
Restricted Subsidiaries) of the Capital Stock of an Unrestricted Subsidiary; (C) a distribution or dividend from an Unrestricted
Subsidiary, to the extent that such amounts were not otherwise included in the Consolidated Net Income of the Issuer for such period;
(D) any Restricted Investment that was made after the Issue Date in a Person that is not a subsidiary at such time that subsequently
becomes a Restricted Subsidiary of the Issuer; and (E) any returns, profits, distributions and similar amounts received on account of
any Permitted Investment made after the Issue Date subject to a dollar-denominated or ratio-based basket (to the extent in excess of the
original amount of such Investment) and without duplication of any returns, profits, distributions or similar amounts included in the
calculation of such basket; plus


 


(D) in the event that any Unrestricted
Subsidiary of the Issuer designated as such after the Issue Date is redesignated as a Restricted Subsidiary or has been merged or consolidated
with or into or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer, in each
case after the Issue Date, an amount (which may not be less than zero) equal to 100% of the Fair Market Value of the Issuer’s Restricted
Investment in such Subsidiary (as determined in accordance with Section 4.07(c) hereof) as of the date of such redesignation, combination
or transfer (or of the assets transferred or conveyed, as applicable), after deducting any Indebtedness associated with the Unrestricted
Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed (other than in each case
to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary constituted a Permitted Investment); plus


 


(E) the aggregate amount of Retained
Declined Proceeds since the Issue Date; plus


 


(F) the greater of (x) $100.0 million
and (y) 30.0% of Consolidated EBITDA.


 


(b) 
The provisions of Section 4.07(a) hereof will not prohibit:


 


(1) 
the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted
Subsidiary of the Issuer to the Holders of its Equity Interests so long as the Issuer or a Restricted Subsidiary receives at least its
pro rata share of such dividend or distribution;


 


(2) 
the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale
(other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially
concurrent contribution of common equity capital to the Issuer; provided that the amount of any such net cash proceeds that are utilized
for any such Restricted Payment will not be considered to be net proceeds of Qualifying Equity Interests for purposes of Section 4.07(a)(z)(B)
hereof;


 






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(3) 
the payment of any dividend, the consummation of any redemption or making of any Investment within 90 days after the date of declaration
of the dividend, the giving of the redemption notice or the entering into of a definitive agreement to make the investment, as the case
may be, if at the date of declaration, notice or execution of agreement, the dividend, redemption payment or investment would have complied
with the provisions of this Indenture;


 


(4) 
the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer or any Subsidiary
Guarantor that is contractually subordinated in right of payment to the Notes or to any Note Guarantee with the net cash proceeds of Refinancing
Indebtedness;


 


(5) 
the repurchase, retirement or other acquisition (or the declaration and payment of dividends to, or the making of loans to, any
direct or indirect parent of the Issuer, to finance any such repurchase, retirement or other acquisition) for value of Equity Interests
of the Issuer, any direct or indirect parent of the Issuer or any Restricted Subsidiary of the Issuer held by any future, present or former
employee, officer, director, manager, consultant or independent contractor of the Issuer, any direct or indirect parent of the Issuer
or any Subsidiary of the Issuer (or any such Person’s estates, heirs, family members, spouses or former spouses or permitted transferees)
(including for all purposes of this clause (5), Equity Interests held by any entity whose Equity Interests are held by any such future,
present or former employee, officer, director, manager, consultant or independent contractor (or their estates, heirs, family members,
spouses or former spouses or permitted transferees) pursuant to any management equity plan or stock option plan or any other management
or employee benefit plan or other similar agreement or arrangement; provided that the aggregate amounts paid under this clause
(5) do not exceed (i) the greater of (x) $25.0 million and (y) 7.5% of Consolidated EBITDA in any calendar year or (ii) subsequent
to the consummation of any public Equity Offering of common stock or other comparable equity interests of the Issuer or any direct or
indirect parent of the Issuer, the greater of (x) $40.0 million and (y) 12.0% of Consolidated EBITDA (in each case, with unused amounts
in any calendar year being permitted to be carried over for succeeding calendar years); provided, further, that such amount
in any calendar year may be increased by an amount not to exceed:


 


(a) the
cash proceeds received by the Issuer or any of its Restricted Subsidiaries from the sale of Qualifying Equity Interests of the Issuer
or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer), to any employee, officer, director, manager,
consultant or independent contractor of the Issuer and its Restricted Subsidiaries or any direct or indirect parent of the Issuer that
occurs after the Issue Date; provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other
acquisition or dividend will not increase the amount available for Restricted Payments pursuant to Section 4.07(a)(z) hereof; plus


 


(b) the
cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parent of the Issuer (to the extent
contributed to the Issuer), and its Restricted Subsidiaries after the Issue Date; plus


 


(c) the
amount of any cash bonuses otherwise payable to employees, officers, directors, managers, consultants or independent contractors of the
Issuer or its Restricted Subsidiaries or any direct or indirect parent of the Issuer that are foregone in return for the receipt of Equity
Interests; less


 


(d) the
amount of cash proceeds described in subclause (a), (b) or (c) of this Section 4.07(b)(5) previously used to make Restricted
Payments pursuant to this Section 4.07(b)(5);


 


provided that the Issuer may elect to apply all or
any portion of the aggregate increase contemplated by clauses (a), (b) and (c) of this Section 4.07(b)(5) in any calendar year;


 






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(6) 
the repurchase of Equity Interests (or the declaration and payment of any dividends to, or the making of loans or advances to,
any direct or indirect parent of the Issuer to finance such repurchase) (i) deemed to occur upon the exercise of stock options, warrants
or other similar stock-based awards to the extent such Equity Interests represent a portion of the exercise price of those stock options,
warrants or other similar stock-based awards or (ii) in connection with a gross-up for tax withholding related to such Equity Interests;


 


(7) 
the declaration and payment of dividends to holders of a class or series of Disqualified Stock of the Issuer or any Restricted
Subsidiary or any preferred stock of any Restricted Subsidiary of the Issuer issued on or after the Issue Date in accordance with Section
4.09 hereof;


 


(8) 
payments of cash, dividends, distributions, advances or other Restricted Payments by the Issuer or any of its Restricted Subsidiaries
to allow the payment of cash in lieu of the issuance of fractional shares or upon the purchase, redemption or acquisition of fractional
shares (or the declaration and payment of any dividends to, or the making of loans to, any direct or indirect parent of the Issuer to
finance such payment, purchase, redemption or acquisition), including in connection with (i) the exercise of options or warrants,
(ii) the conversion or exchange of Capital Stock or (iii) stock dividends, splits or combinations or business combinations;


 


(9) 
Permitted Payments to Parent;


 


(10) 
purchases of receivables pursuant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Transaction
and distributions or payments of Securitization Fees;


 


(11) 
the declaration and payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct or indirect
parent of the Issuer to fund the payment of dividends on its common stock) in an aggregate amount not to exceed in any fiscal year the
sum of (x) 6.0% of the net proceeds received by the Issuer (or by any direct or indirect parent of the Issuer and contributed to the Issuer)
from any Equity Offerings of the Issuer or any direct or indirect parent of the Issuer (excluding any Equity Offering in connection with
the Transactions) and (y) 6.0% of the Market Capitalization;


 


(12) 
Restricted Payments that are made with Excluded Contributions;


 


(13) 
the payment of dividends, other distributions and other amounts by the Issuer to, or the making of loans to, any direct or indirect
parent of the Issuer, in the amount required for such parent to, if applicable, pay amounts equal to amounts required for any direct or
indirect parent of the Issuer, if applicable, to pay interest and/or principal on Indebtedness the proceeds of which have been permanently
contributed to the Issuer or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness
of, the Issuer or any of its Restricted Subsidiaries incurred in accordance with Section 4.09 hereof; provided that in no event
shall the contribution of the proceeds of such Indebtedness to the Issuer or any of its Restricted Subsidiaries be applied to increase
the capacity under Section 4.07(a).


 


(14) 
the payment, purchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness that is contractually
subordinated in right of payment to the Notes, Disqualified Stock or preferred stock of the Issuer and its Restricted Subsidiaries pursuant
to provisions similar to those described in Section 4.10 and Section 4.14 hereof; provided that, prior to such payment, purchase,
redemption, defeasance or other acquisition or retirement for value, the Issuer (or a third party to the extent permitted by this Indenture)
has, to the extent required by this Indenture, made a Change of Control Offer, Alternate Offer or Asset Sale Offer, as the case may be,
with respect to the Notes as a result of such Change of Control or Asset Sale, as the case may be, and has repurchased all Notes validly
tendered and not withdrawn in connection with such Change of Control Offer, Alternate Offer or Asset Sale Offer, as the case may be;


 






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(15) 
the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted
Subsidiary of the Issuer by, Unrestricted Subsidiaries;


 


(16) 
other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this Section
4.07(b)(16) not to exceed the greater of (x) $180.0 million and (y) 55.0% of Consolidated EBITDA;


 


(17) 
any Restricted Payment made in connection with the Transactions described or contemplated by the Offering Memorandum and the fees
and expenses related thereto or made to fund amounts owed to Affiliates (including the declaration and payment of dividends to, or the
making of loans to, any direct or indirect parent company of the Issuer to fund such payment), in each case to the extent permitted by
Section 4.11 hereof;


 


(18) 
the repayment of intercompany debt between or among the Issuer and any of its Restricted Subsidiaries;


 


(19) 
payments and distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a sale, consolidation,
merger, amalgamation or transfer of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole
that complies with the terms of this Indenture, including Section 5.01 hereof;


 


(20) 
the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other
than Disqualified Stock) issued after the Issue Date and the declaration and payment of dividends to any direct or indirect parent of
the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred
Stock (other than Disqualified Stock) of any direct or indirect parent of the Issuer, issued after the Issue Date; provided, however,
that (a) the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such Designated Preferred Stock is issued, after giving effect
to such issuance (and the payment of dividends or distributions) on a Pro Forma Basis, would have been at least 2.00 to 1.00 and (b) the
aggregate amount of dividends declared and paid pursuant to this Section 4.07(b)(20) does not exceed the net cash proceeds actually received
by the Issuer from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;


 


(21) 
any Restricted Payment so long as immediately after giving effect to the making of such Restricted Payment, the Issuer’s
Consolidated Total Debt Ratio would be no greater than 5.00 to 1.00 on a Pro Forma Basis;


 


(22) 
[reserved];


 


(23) 
any payment that is intended to prevent any Indebtedness from being treated as an “applicable high yield discount obligation”
within the meaning of Section 163(i)(1) of the Code;


 


(24) 
[reserved]; and


 


(25) 
the payment of a dividend or other distribution the proceeds of which are used to consummate the Acquisition;


 


provided, however, that at the time of, and after giving
effect to, any Restricted Payment permitted under clauses (5), (16), (20) and (21) of this Section 4.07(b), no Event of Default shall
have occurred and be continuing or would occur as a consequence thereof.


 






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(c) Other than as set forth
under Section 1.04 hereof, the amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted
Payment of the asset(s) or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may
be, pursuant to the Restricted Payment. For purposes of determining compliance with this Section 4.07, in the event that a Restricted
Payment or Investment meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through
(25) of Section 4.07(b) hereof or clauses (1) through (25) of the definition of “Permitted Investment” or is entitled
to be incurred pursuant to Section 4.07(a) hereof, the Issuer will be entitled to classify such Restricted Payment or Investment (or portion
thereof) on the date of its payment or date of determination or later reclassify such Restricted Payment or Investment (or portion thereof)
in any manner that complies with this Section 4.07 or the definition of “Permitted Investment” and/or one or more of the exceptions
contained in the definition of “Permitted Investment” as of the date of such reclassification. If the Issuer or any of
its Restricted Subsidiaries makes a Restricted Payment that, at the time of the making of such Restricted Payment, in the good faith determination
of the Issuer, would be permitted under the requirements of this Indenture, such Restricted Payment shall be deemed to have been made
in compliance with this Indenture notwithstanding any subsequent adjustment made in good faith to the Issuer’s financial statements
affecting Consolidated Net Income.


 


		Section 4.08	Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries.



 


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


 


(1) 
pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with
respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the 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 will not apply to encumbrances or restrictions existing under or by reason of:


 


(1) 
contractual encumbrances or restrictions of the Issuer or any of its Restricted Subsidiaries (i) in effect on the Issue Date
(including any Floorplan Indebtedness) or (ii) pursuant to the ABL Credit Agreement and other documents relating to the ABL Credit
Agreement, related swap contracts and Indebtedness permitted pursuant to Section 4.09(b)(2);


 


(2) 
this Indenture, the Notes and the Note Guarantees (and any Additional Notes and related guarantees), and the Security Documents
and Intercreditor Agreements;


 


(3) 
agreements governing other Indebtedness, Disqualified Stock or preferred stock permitted to be incurred under the provisions of
Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of
those agreements; provided that the restrictions therein either (i) are not materially more restrictive than those contained
in agreements governing Indebtedness in effect on the Issue Date, or (ii) are not materially more disadvantageous to Holders of the
Notes than is customary in comparable financings (as determined by the Issuer in good faith, which determination shall be conclusive)
and in the case of subclause (ii) either (x) the Issuer determines (in good faith) that such encumbrance or restriction will not
affect the Issuer’s ability to make principal or interest payments on the Notes or (y) such encumbrances or restrictions apply
only during the continuance of a default in respect of payment or a financial maintenance covenant relating to such Indebtedness;


 






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(4) 
applicable law, rule, regulation, order, approval, license, permit or similar restriction;


 


(5) 
any instrument of a Person acquired by, or merged, amalgamated or consolidated with or into, the Issuer or any of its Restricted
Subsidiaries as in effect at the time of such acquisition or at the time it merges with or into the Issuer or any Restricted Subsidiary
(except to the extent such instrument was entered into in connection with or 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, or the property or assets of the Person,
so acquired or designated; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture
to be incurred;


 


(6) 
customary non-assignment or sub-letting provisions in contracts, leases, sub-leases and licenses entered into in the ordinary course
of business;


 


(7) 
purchase money obligations, mortgage financings and Capital Lease Obligations that impose restrictions on the property purchased
or leased of the nature described in clause (3) of Section 4.08(a) hereof;


 


(8) 
contracts for the sale or other disposition of Capital Stock or assets, including any agreement for the sale or other disposition
of a Restricted Subsidiary of all or substantially all of the assets of such Restricted Subsidiary in compliance with the terms of this
Indenture that restricts distributions by that Restricted Subsidiary pending such sale or other disposition;


 


(9) 
Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness
are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;


 


(10) 
Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Liens permitted to be incurred pursuant
to the provisions of Section 4.12 hereof;


 


(11) 
provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback
agreements, stock sale agreements, limited liability company organizational documents and other similar agreements (including agreements
entered into in connection with a Permitted Investment or pursuant to Section 4.07 hereof), which limitation is applicable only to the
assets that are the subject of such agreements;


 


(12) 
restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the
ordinary course of business;


 


(13) 
customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;


 


(14) 
any Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment;


 


(15) 
any encumbrance or restriction of a Securitization Entity effected in connection with a Qualified Securitization Transaction; provided,
however, that such restrictions apply only to such Securitization Entity;


 






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(16) 
other Indebtedness, Disqualified Stock or preferred stock of Non-Guarantor Subsidiaries that is incurred or issued subsequent to
the Issue Date pursuant to Section 4.09 hereof;


 


(17) 
any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to or by reason of an agreement that the Unrestricted
Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary of the Issuer;
provided that such agreement was not entered into in anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary
of the Issuer and any such encumbrance or restriction does not extend to any assets or property of the Issuer of any Restricted Subsidiary
other than the assets and property of such Unrestricted Subsidiary;


 


(18) 
provisions with respect to the receipt of a rebate on an operating lease until all obligations due to a lessor on other operating
leases are satisfied or other customary restrictions in respect of assets or contract rights acquired by a Restricted Subsidiary of the
Issuer in connection with a Sale/Leaseback Transaction;


 


(19) 
encumbrances and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness,
and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary
of the Issuer or the ability of the Issuer or such Restricted Subsidiary to realize such value, or to make any distributions relating
to such property or assets in each case in any material respect; and


 


(20) 
any encumbrances or restrictions of the type referred to in Sections 4.08(a)(1), (2) and (3) 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 (19) above; provided that such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, not materially
more restrictive as a whole with respect to such dividend and other payment restrictions than those contained in the dividend or other
payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.


 


For purposes of determining compliance with this
covenant, (i) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating
distributions being paid on common shares shall not be deemed a restriction on the ability to make distributions on Capital Stock and
(ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness incurred
by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.


 


		Section 4.09	Incurrence of Indebtedness and
Issuance of Disqualified Stock or Preferred Stock.



 


(a) 
The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”)
any Indebtedness (including Acquired Debt), and the Issuer will not issue any Disqualified Stock and will not permit (a) any of its
Restricted Subsidiaries to issue any shares of Disqualified Stock or (b) any Non-Guarantor Subsidiaries to issue any shares of preferred
stock; provided, however, that the Issuer and any Restricted Subsidiary of the Issuer may incur Indebtedness (including
Acquired Debt) or issue Disqualified Stock, and any Non-Guarantor Subsidiary of the Issuer may issue shares of preferred stock, if (1)
the Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred
stock is issued or the date of determination, as the case may be, would have been at least 2.0 to 1.0 or, if less than 2.0 to 1.0, is
equal to or greater than the Fixed Charge Coverage Ratio immediately prior to such incurrence or issuance or (2) the Consolidated Total
Debt Ratio for the Issuer and its Restricted Subsidiaries, calculated as of the date on which such additional Indebtedness is incurred
or such Disqualified Stock or preferred stock is issued or the date of determination, would have been less than or equal to 7.00 to 1.00
or, if greater than 7.00 to 1.00, is equal to or less than the Consolidated Total Debt Ratio immediately prior to such incurrence or issuance
(such Indebtedness, Disqualified Stock or preferred stock incurred or issued pursuant to subclauses (1) or (2), “Ratio Debt”);
provided that the aggregate principal amount of Indebtedness that may be incurred as Ratio Debt by Restricted Subsidiaries that
are not Guarantors shall not exceed the greater of (x) $250.0 million and (y) 75.0% of Consolidated EBITDA at any one time outstanding.


 






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(b) 
The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following (collectively, “Permitted
Debt”):


 


(1) 
the incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness or Disqualified Stock or the issuance by its Non-Guarantor
Subsidiaries of preferred stock under any Credit Agreement, the guarantees thereof 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) up to an aggregate principal amount or liquidation preference, if applicable, not to exceed at any one
time outstanding, the greater of (i) (x) $750.0 million plus (y) the greater of (1) $200.0 million and (2) 60.0% of Consolidated
EBITDA and (ii) the Borrowing Base as of the date of such incurrence or issuance;


 


plus, in the case of any refinancing of
any Indebtedness permitted under this clause (1) or any portion thereof, any Additional Refinancing Amount;


 


(2) 
Indebtedness of the Issuer and its Restricted Subsidiaries existing on the Issue Date immediately after giving effect to the Transactions
(excluding Indebtedness described in clauses (1) and (3) of this Section 4.09(b));


 


(3) 
the incurrence by the Issuer and its Restricted Subsidiaries (including any future Guarantors) of Indebtedness represented by the
Notes issued on the Issue Date and the Note Guarantees;


 


(4) 
Indebtedness, Disqualified Stock or preferred stock incurred by the Issuer or any of its Restricted Subsidiaries, including Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money obligations (including such Indebtedness as lessee or
guarantor), in each case, incurred for the purpose of financing all or any part of the acquisition, lease or cost of design, construction,
installation, repair, replacement or improvement of property, plant or equipment used or useful in a Permitted Business, whether through
the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount or liquidation preference,
including all Indebtedness incurred or Disqualified Stock or preferred stock issued, to Refinance (as defined below) any Indebtedness
incurred pursuant to this clause (4), not to exceed the greater of (x) $150.0 million and (y) 45.0% of Consolidated EBITDA,
at any one time outstanding, plus, in the case of any Refinancing of any Indebtedness, Disqualified Stock or preferred stock permitted
under this clause (4) or any portion thereof, Additional Refinancing Amounts (it being understood that any Indebtedness, Disqualified
Stock or preferred stock incurred pursuant to this clause (4) shall cease to be deemed incurred or outstanding pursuant to this clause
(4) but shall be deemed incurred and outstanding as Ratio Debt from and after the first date on which the Issuer or such Restricted
Subsidiary, as the case may be, could have incurred such Indebtedness or issued such Disqualified Stock or preferred stock as Ratio Debt);


 






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(5) 
the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness or Disqualified Stock or preferred stock of
the Issuer or a Restricted Subsidiary that serves to refund, refinance, replace, redeem, repurchase, retire, discharge or defease (collectively,
“Refinance”), and is in an aggregate principal amount (or if issued with original issue discount an aggregate issue
price) that is equal to or less than, Indebtedness incurred or Disqualified Stock or preferred stock issued as Ratio Debt or permitted
under clauses (2), (3), this clause (5), (13) or (17) of this Section 4.09(b) or subclause (y) of each of clauses (4), (12),
(21), (24), (28) or (29) of this Section 4.09(b) (provided that any amounts incurred under this Section 4.09(b)(5) as Refinancing
Indebtedness of subclause (y) of Section 4.09(b)(4), (12), (21), (24) or (28) shall reduce the amount available under such clauses
so long as such Refinancing Indebtedness remains outstanding) or any Indebtedness incurred or Disqualified Stock or preferred stock issued
to so Refinance such Indebtedness, Disqualified Stock or preferred stock, plus any Additional Refinancing Amount (subject to the
following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that
such Refinancing Indebtedness:


 


(a) has
a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is not less than the remaining Weighted
Average Life to Maturity of the Indebtedness, Disqualified Stock or preferred stock being refunded, refinanced, replaced, redeemed, repurchased
or retired;


 


(b) has
a Stated Maturity that is no earlier than the Stated Maturity of the Indebtedness being Refinanced;


 


(c) to
the extent that such Refinancing Indebtedness Refinances (i) Subordinated Indebtedness, such Refinancing Indebtedness is Subordinated
Indebtedness, or (ii) Disqualified Stock or preferred stock, such Refinancing Indebtedness is Disqualified Stock or preferred stock,
respectively;


 


(d) shall
not include (x) Indebtedness, Disqualified Stock or preferred stock of a Non-Guarantor Subsidiary that Refinances Indebtedness, Disqualified
Stock or preferred stock of the Issuer or a Subsidiary Guarantor, or (y) Indebtedness or Disqualified Stock of the Issuer or Indebtedness,
Disqualified Stock or preferred stock of a Restricted Subsidiary that Refinances Indebtedness, Disqualified Stock or preferred stock of
an Unrestricted Subsidiary; and


 


(e) to
the extent such Refinancing Indebtedness is Secured Indebtedness, the Liens securing such Refinancing Indebtedness have a Lien priority
equal to or junior to the Liens securing the Indebtedness being refunded, refinanced, replaced, redeemed, repurchased or retired;


 


(6) 
the incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness and cash management pooling obligations
and arrangements between or among the Issuer and any of its Restricted Subsidiaries; provided, however, that:


 


(A) if the Issuer or any Subsidiary
Guarantor is the obligor on such Indebtedness (other than cash management pooling obligations and arrangements) and the payee is not the
Issuer or a Subsidiary Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash
of all Obligations then due with respect to the Notes, in the case of the Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor;
and


 


(B) (i) any subsequent issuance or transfer
of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary of the
Issuer and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary
of the Issuer will be deemed, in each case, to constitute an issuance of such Indebtedness by the Issuer or such Restricted Subsidiary,
as the case may be, that was not permitted by this Section 4.09(b)(6);


 






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(7) 
the issuance by any of the Issuer’s Restricted Subsidiaries to the Issuer or to any other Restricted Subsidiary of the Issuer
of shares of preferred stock; provided, however, that:


 


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


 


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


 


will be deemed, in each case, to constitute an issuance of
such preferred stock by such Restricted Subsidiary that was not permitted by this Section 4.09(b)(7);


 


(8) 
the incurrence by the Issuer or any of the Issuer’s Restricted Subsidiaries of Hedging Obligations or Treasury Management
Arrangement in the ordinary course of business and not for speculative purposes;


 


(9) 
the guarantee by the Issuer or any Restricted Subsidiary of the Issuer of Indebtedness and cash management pooling obligations
and arrangements of the Issuer or a Restricted Subsidiary of the Issuer, in each case, to the extent that the guaranteed Indebtedness
was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated
to or pari passu with the Notes, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent
as the Indebtedness guaranteed;


 


(10) 
the incurrence by the Issuer or any of the Issuer’s Restricted Subsidiaries of Indebtedness in respect of letters of credit,
bank guarantees, workers’ compensation claims, payment obligations in connection with health or other types of social security benefits,
unemployment or other insurance or self-insurance obligations, bankers’ acceptances, guarantees, performance, surety, statutory,
appeal, completion, export or import, indemnities, customs, revenue bonds or similar instruments in the ordinary course of business, including
guarantees or obligations with respect thereto (in each case other than for an obligation for money borrowed); provided, however,
that upon the drawing of any letters of credit, such obligations are reimbursed within 60 days following such drawing;


 


(11) 
the incurrence by the Issuer or any of the Issuer’s Restricted Subsidiaries of Indebtedness arising from the honoring by
a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds;


 


(12) 
the incurrence of Indebtedness by Non-Guarantor Subsidiaries or the issuance by Non-Guarantor Subsidiaries of Disqualified Stock
or preferred stock in an aggregate principal amount or liquidation preference, as applicable, pursuant to this Section 4.09(b)(12), including
all Indebtedness of Non-Guarantor Subsidiaries incurred or Disqualified Stock or preferred stock of Non-Guarantor Subsidiaries issued
to Refinance any Indebtedness incurred pursuant to this Section 4.09(b)(12), not to exceed the greater of (x) $150.0 million and
(y) 45.0% of Consolidated EBITDA, plus in the case of any Refinancing of any Indebtedness, Disqualified Stock or preferred stock
permitted under this Section 4.09(b)(12) or any portion thereof, the aggregate amount of fees, original issue discount, underwriting discounts,
accrued and unpaid interest, premiums and other costs and expenses incurred in connection therewith, at any one time outstanding (it being
understood that any Indebtedness incurred or Disqualified Stock or preferred stock issued pursuant to this Section 4.09(b)(12) shall
cease to be deemed incurred, issued or outstanding pursuant to this Section 4.09(b)(12) but shall be deemed incurred or issued and
outstanding as Ratio Debt from and after the first date on which such Non-Guarantor Subsidiary could have incurred such Indebtedness or
issued such Disqualified Stock or preferred stock as Ratio Debt (to the extent such Non-Guarantor Subsidiary is able to incur any Liens
related thereto as Permitted Liens after such reclassification));


 






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


 


		(i)	the Issuer would be permitted to incur at least $1.00 of additional Indebtedness as Ratio Debt;



 


		(ii)	the Fixed Charge Coverage Ratio of the Issuer would be equal to or greater than immediately prior to such acquisition, merger, consolidation
or amalgamation; or



 


		(iii)	the Consolidated Total Debt Ratio of the Issuer would be equal to or less than immediately prior to such acquisition, merger, consolidation
or amalgamation;



 


(14) 
the incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification,
adjustment of purchase or acquisition price, earn outs or similar obligations, incurred in connection with the Transactions or the acquisition
or disposition of any business, assets or Restricted Subsidiary of the Issuer (other than Guarantees of Indebtedness incurred by any Person
acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition);


 


(15) 
the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising in connection with endorsement of instruments
for collection or deposit (including customary Treasury Management Arrangements) in the ordinary course of business;


 


(16) 
the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness consisting of obligations to pay insurance premiums
in an amount not to exceed the annual premiums in respect of such insurance premiums at any one time outstanding;


 


(17) 
Contribution Indebtedness; provided that any Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer incurred
pursuant to this Section 4.09(b)(17) shall cease to be deemed incurred or outstanding for purposes of this Section 4.09(b)(17) but
shall be deemed incurred as Ratio Debt from and after the first date on which the Issuer or any Restricted Subsidiary of the Issuer could
have incurred such Indebtedness as Ratio Debt without reliance on this Section 4.09(b)(17);


 


(18) 
Indebtedness or Disqualified Stock of the Issuer or any of its Restricted Subsidiaries or preferred stock of any Non-Guarantor
Subsidiary, the proceeds of which are applied to defease or discharge the Notes in accordance with Article 8 or 11 hereof;


 


(19) 
take-or-pay obligations contained in supply arrangements entered into by the Issuer or a Restricted Subsidiary of the Issuer in
the ordinary course of business;


 


(20) 
Indebtedness related to unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are
permitted to remain unfunded under applicable law;


 


(21) 
the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness incurred or the issuance by the Issuer or any
of its Restricted Subsidiaries of Disqualified Stock or the issuance by any Restricted Subsidiary of preferred stock in an aggregate principal
amount (or accreted value, as applicable) or liquidation value at any time outstanding, including all Indebtedness incurred or Disqualified
Stock or preferred stock issued to Refinance any Indebtedness incurred or Disqualified Stock or preferred stock issued pursuant to this
clause (21), not to exceed the greater of (x) $300.0 million and (y) 90.0% of Consolidated EBITDA, at any one time outstanding, plus
in the case of any Refinancing of any Indebtedness permitted under this clause or any portion thereof, Additional Refinancing Amounts;
provided that any Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer incurred and any Disqualified Stock or
preferred stock issued pursuant to this clause (21) shall cease to be deemed incurred or outstanding for purposes of this clause
(21) but shall be deemed incurred or issued, as applicable, as Ratio Debt from and after the first date on which the Issuer or any
Restricted Subsidiary of the Issuer could have incurred such Indebtedness or issued such Disqualified Stock or preferred stock as Ratio
Debt without reliance on this clause (21);


 






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(22) 
Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit or bank guarantee issued pursuant
to any Credit Agreement in a principal amount not in excess of the stated amount of such letter of credit;


 


(23) 
Indebtedness, Disqualified Stock or preferred stock incurred by the Issuer or any Restricted Subsidiary to future, current or former
employees, officers, directors, managers, consultants and independent contractors thereof or any direct or indirect parent thereof, or
their respective estates, heirs, family members, spouses or former spouses or permitted transferees, in each case to finance the purchase
or redemption of Equity Interests of the Issuer or any direct or indirect parent of the Issuer to the extent permitted under Section 4.07
hereof;


 


(24) 
the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness incurred or Disqualified Stock or preferred
stock issued on behalf of, or representing Guarantees of Indebtedness incurred or Disqualified Stock or preferred stock issued by, joint
ventures; provided that the aggregate principal amount of Indebtedness incurred or guaranteed or Disqualified Stock or preferred
stock issued or guaranteed pursuant to this Section 4.09(b)(24), including all Indebtedness incurred or Disqualified Stock or preferred
stock issued to Refinance any Indebtedness incurred or Disqualified Stock or preferred stock issued pursuant to this Section 4.09(b)(24),
does not exceed the greater of (x) $40.0 million and (y) 12.0% of Consolidated EBITDA at any one time outstanding plus, in
the case of any Refinancing of any Indebtedness, Disqualified Stock or preferred stock permitted under this Section 4.09(b)(24) or any
portion thereof, Additional Refinancing Amounts (it being understood that any Indebtedness incurred or Disqualified Stock or preferred
stock issued pursuant to this Section 4.09(b)(24) shall cease to be deemed incurred, issued or outstanding pursuant to this Section
4.09(b)(24) but shall be deemed incurred or issued and outstanding as Ratio Debt from and after the first date on which the Issuer
or its Restricted Subsidiary, as the case may be, could have incurred or guaranteed such Indebtedness or issued or guaranteed such Disqualified
Stock or preferred stock as Ratio Debt (to the extent the Issuer or such Restricted Subsidiary is able to incur any Liens related thereto
as Permitted Liens after such reclassification));


 


(25) 
Indebtedness, Disqualified Stock or preferred stock consisting of obligations of the Issuer or any Restricted Subsidiary under
deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions or any Permitted Investment;


 


(26) 
(i) guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors,
licensees, sub-licensees and distribution partners and (ii) Indebtedness incurred by the Issuer or a Restricted Subsidiary as a result
of leases entered into by the Issuer or such Restricted Subsidiary or any direct or indirect parent of the Issuer in the ordinary course
of business;


 


(27) 
(i) Indebtedness incurred by a Securitization Entity in a Qualified Securitization Transaction that is not recourse to the Issuer
or any Restricted Subsidiary other than a Securitization Entity (except for Standard Securitization Undertakings) and (ii) to the extent
constituting Indebtedness, obligations incurred in connection with the disposition by the Issuer and/or any Restricted Subsidiary of any
account receivable in connection with factoring or other similar arrangements;


 






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(28) 
Indebtedness, Disqualified Stock or preferred stock of the Issuer or any of its Restricted Subsidiaries incurred to finance or
assumed in connection with an acquisition of any assets (including Capital Stock), business or Person in an aggregate principal amount
or liquidation preference, including all Indebtedness incurred or Disqualified Stock or preferred stock issued to Refinance any Indebtedness
incurred or Disqualified Stock or preferred stock issued pursuant to this Section 4.09(b)(28), that does not exceed the greater of (x)
$150.0 million and (y) 45.0% of Consolidated EBITDA, at any one time outstanding plus, in the case of any Refinancing of any
Indebtedness, Disqualified Stock or preferred stock permitted under this Section 4.09(b)(28) or any portion thereof, Additional Refinancing
Amounts (it being understood that any Indebtedness incurred or Disqualified Stock or preferred stock issued pursuant to this Section 4.09(b)(28) shall
cease to be deemed incurred, issued or outstanding pursuant to this Section 4.09(b)(28) but shall be deemed incurred or issued and
outstanding as Ratio Debt from and after the first date on which the Issuer or its Restricted Subsidiary, as the case may be, could have
incurred such Indebtedness or issued such Disqualified Stock or preferred stock as Ratio Debt (to the extent the Issuer or such Restricted
Subsidiary is able to incur any Liens related thereto as Permitted Liens after such reclassification)); and


 


(29) 
unsecured Indebtedness of the Issuer or any Subsidiary Guarantor in the form of ESG (environmental, social and corporate governance)
bonds in an aggregate principal amount, including all Indebtedness incurred to Refinance any Indebtedness incurred pursuant to this Section
4.09(b)(29), not to exceed the greater of (x) $150.0 million and (y) 45.0% of Consolidated EBITDA, at any time outstanding, plus in the
case of any Refinancing of any Indebtedness permitted under this clause or any portion thereof, Additional Refinancing Amount (it being
understood that any Indebtedness incurred or Disqualified Stock or preferred stock issued pursuant to this Section 4.09(b)(29) shall cease
to be deemed incurred, issued or outstanding pursuant to this Section 4.09(b)(29) but shall be deemed incurred or issued and outstanding
as Ratio Debt from and after the first date on which the Issuer or its Restricted Subsidiary, as the case may be, could have incurred
such Indebtedness or issued such Disqualified Stock or preferred stock as Ratio Debt).


 


(c) 
The Issuer will not incur, and will not permit any Subsidiary Guarantor to incur, any Indebtedness (including Permitted Debt) that
is contractually subordinated in right of payment to any other Indebtedness of the Issuer or such Subsidiary Guarantor unless such Indebtedness
is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms;
provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other
Indebtedness of the Issuer or any Restricted Subsidiary solely by virtue of being unsecured or by virtue of being secured on a junior
priority basis.


 






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(d) 
For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness or any Disqualified Stock
or preferred stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (29)
above, or is entitled to be incurred or issued as Ratio Debt, the Issuer will be permitted to classify, divide or reclassify such item
of Indebtedness or Disqualified Stock or preferred stock on the date of determination or its incurrence or issuance, or later reclassify
all or a portion of such item of Indebtedness or Disqualified Stock or preferred stock, in any manner that complies with this Section
4.09; provided that Indebtedness under the ABL Credit Agreement outstanding on the Issue Date will be deemed to have been incurred
in reliance on the exception provided by clause (1) of the definition of “Permitted Debt” and may not be reclassified
with any repayments of revolving Indebtedness outstanding under the ABL Credit Agreement being deemed to first reduce such Indebtedness
outstanding as of the Issue Date. The accrual of interest or dividends, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred
stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock
in the form of additional shares of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an
issuance of preferred stock or Disqualified Stock for purposes of this Section 4.09 or Section 4.12 hereof; provided, in each such
case, that the amount thereof shall be included in Fixed Charges of the Issuer as accrued.  For purposes of determining compliance
with any U.S. dollar-denominated restriction on the incurrence of Indebtedness or the issuance of Disqualified Stock or preferred stock,
the U.S. dollar-equivalent principal amount of Indebtedness or the liquidation preference of Disqualified Stock or preferred stock denominated
in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness
was incurred, in the case of term Indebtedness, or first committed, in the case of revolving or delayed draw Indebtedness, or first issued,
in the case of Disqualified Stock or preferred stock, or, in each case, at the option of the borrower or issuer of such Indebtedness,
Disqualified Stock or preferred stock, the date on which the rate of interest and other pricing terms of such Indebtedness, Disqualified
Stock or preferred stock are determined or the date of determination; provided that if such Indebtedness, Disqualified Stock or
preferred stock is Indebtedness incurred or Disqualified Stock or preferred stock issued to Refinance other Indebtedness, Disqualified
Stock or preferred stock denominated in a foreign currency (or in a different currency from such Indebtedness so being incurred or Disqualified
Stock or preferred stock being issued), and such Refinancing would cause the applicable clauses of the definition of Permitted Debt (or
categories of Permitted Liens) measured by a dollar amount or by reference to a percentage of Consolidated EBITDA to be exceeded if calculated
at the relevant currency exchange rate in effect on the date of such Refinancing, such clauses of the definition of Permitted Debt (or
categories of Permitted Liens) measured by a dollar amount or by reference to a percentage of Consolidated EBITDA shall be deemed not
to have been exceeded so long as the principal amount of such Indebtedness or liquidation preference of such Disqualified Stock or preferred
stock does not exceed (i) the outstanding or, in the case of revolving Indebtedness, committed, principal amount of such Indebtedness
or the liquidation preference of such Disqualified Stock or preferred stock being Refinanced plus (ii) the aggregate amount
of Additional Refinancing Amounts incurred or payable in connection with such Refinancing.  Notwithstanding any other provision of
this Section 4.09, the maximum amount of Indebtedness, Disqualified Stock or preferred stock that the Issuer or any Restricted Subsidiary
of the Issuer may incur or issue pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in
exchange rates or currency values.


 


(e) 
For purposes of calculating any ratio-based basket, with respect to any revolving Indebtedness, delayed draw facility or other
committed debt financing incurred under such ratio-based basket, the Issuer may elect (which election may not be changed with respect
to such Indebtedness), at any time, to either (x) give pro forma effect to the incurrence of the entire committed amount of such
Indebtedness, in which case such committed amount may thereafter be borrowed or reborrowed, in whole or in part, from time to time, without
further compliance with any ratio-based component of any provision of this Indenture, or (y) give pro forma effect to the incurrence
of the actual amount drawn under such revolving Indebtedness, delayed draw facility or other committed debt financing, in which case,
the ability to incur the amounts committed to under such Indebtedness will be subject to such ratio-based basket (to the extent being
incurred pursuant to such ratio) at the time of each such incurrence. For purposes of determining compliance with, and the outstanding
principal amount or liquidation preference, as applicable, of any particular Indebtedness incurred or Disqualified Stock or preferred
stock issued pursuant to and in compliance with, this Section 4.09, if any commitments in respect of revolving or deferred draw Indebtedness
are established in reliance on any clause of the definition of Permitted Debt measured by reference to a percentage of Consolidated EBITDA,
at the Issuer’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing
the commitment to fund such Indebtedness after giving pro forma effect to the incurrence of the entire committed amount of such Indebtedness
(such committed amount, a “Grower Tested Committed Amount”) may thereafter be borrowed and reborrowed, in whole or
in part, from time to time, irrespective of whether or not such incurrence would cause such percentage of Consolidated EBITDA to be exceeded
and such Grower Tested Committed Amount shall be deemed outstanding pursuant to such basket so long as such commitments are in effect.
If any Indebtedness is incurred or any Disqualified Stock or preferred stock is issued to Refinance Indebtedness (or unutilized commitments
in respect of Indebtedness) initially incurred (or established) or Disqualified Stock or preferred stock issued (or to Refinance Indebtedness
incurred (or commitments established) or Disqualified Stock or preferred stock issued) to Refinance Indebtedness initially incurred (or
commitments initially established) or Disqualified Stock or preferred stock initially issued in reliance on any clause or clauses of the
definition of Permitted Debt measured by reference to a percentage of Consolidated EBITDA or a ratio-based basket at the time of incurrence
or issuance, and such Refinancing would cause such percentage of Consolidated EBITDA to be exceeded or ratio to be unmet if calculated
on the date of such Refinancing, such percentage of Consolidated EBITDA or ratio shall not be deemed to be exceeded or unmet (and such
Indebtedness, Disqualified Stock or preferred stock shall be deemed permitted) so long as the principal amount or the liquidation preference
of such Indebtedness, Disqualified Stock or preferred stock does not exceed an amount equal to the principal amount or liquidation preference
of such Indebtedness, Disqualified Stock or preferred stock being Refinanced, plus Additional Refinancing Amounts in connection
with such Refinancing.


 






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(f) 
Notwithstanding anything in this Indenture to the contrary, unless the Issuer elects otherwise, if, on any date, the Issuer or
any of its Restricted Subsidiaries in connection with any transaction or series of related transactions (A) incurs Indebtedness or
issues Disqualified Stock or preferred stock as permitted by a ratio-based or ratio-referent clause or provision and (B) incurs Indebtedness
or issues Disqualified Stock or preferred stock under a non-ratio-based or non-ratio-referent clause or provision, then the applicable
ratio shall be calculated on such date with respect to any incurrence under the applicable ratio-based or ratio-referent clause or provision
without giving effect to the incurrence under such non-ratio-based or non-ratio-referent clause or provision made in connection with such
transaction or series of related transactions.


 


(g) 
If Indebtedness originally incurred or Disqualified Stock or preferred stock originally issued in reliance upon a percentage of
Consolidated EBITDA or the Maximum Incremental Leverage Amount under clause (1) of Section 4.09(b) hereof is being refinanced under
such clause (1) and such refinancing would cause the maximum amount of Indebtedness, Disqualified Stock or preferred stock thereunder
to be exceeded at such time, then such refinancing will nevertheless be permitted thereunder and such additional Indebtedness, Disqualified
Stock or preferred stock will be deemed to have been incurred, and permitted to be incurred, under such clause (1) so long as the
principal amount or the liquidation preference of such refinancing Indebtedness, Disqualified Stock or preferred stock does not exceed
an amount equal to the principal amount or liquidation preference of Indebtedness, Disqualified Stock or preferred stock being refinanced
plus Additional Refinancing Amounts in connection with such refinancing.


 


The amount of any Indebtedness outstanding as of
any date will be:


 


(1) the
accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;


 


(2) the
principal amount of the Indebtedness, in the case of any other Indebtedness; and


 


(3) in
respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:


 


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


 


(B) the
amount of the Indebtedness of the other Person.


 


		Section	4.10 
Asset Sales.



 


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


 


(1) 
the Issuer (or the 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 the Asset Sale at least equal to the
Fair Market Value of the assets sold or otherwise disposed of; and


 


(2) 
except in the case of a Permitted Asset Swap, at least 75% of the aggregate consideration received in the Asset Sale, together
with all other Asset Sales since the Issue Date (on a cumulative basis) by the Issuer or such Restricted Subsidiary is in the form of
cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:


 


(A) 
any liabilities (other than liabilities that are by their terms subordinated to the Notes or any Note Guarantee) of the Issuer
or such Restricted Subsidiary (as shown on the Issuer’s or such Restricted Subsidiary’s most recent consolidated balance sheet
(or in the notes thereto) for which internal financial statements are available immediately preceding such date or, if incurred or accrued
subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or such Restricted
Subsidiary’s balance sheet (or in the notes thereto) if such incurrence or accrual had taken place on or prior to the date of such
balance sheet in the good faith determination of the Issuer) that are extinguished in connection with the transactions relating to such
Asset Sale, or that are assumed by the transferee of any such assets, in each case pursuant to an agreement that releases the Issuer or
such Restricted Subsidiary from or indemnifies against further liability;


 






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(B) 
any securities, notes, other obligations or assets received by the Issuer or such Restricted Subsidiary from such transferee that
are, within 180 days, converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash
or Cash Equivalents received in that conversion;


 


(C) 
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 Section 4.10(a)(2)(C) that
is at that time outstanding, not to exceed the greater of (x) $120.0 million and (y) 35.0% of Consolidated EBITDA;


 


(D) 
consideration consisting of Indebtedness of the Issuer or such Restricted Subsidiary that is not Subordinated Indebtedness received
from such transferee; and


 


(E) 
accounts receivable of a business retained by the Issuer or such Restricted Subsidiary, as the case may be, following the sale
of such business; provided that such accounts receivable (1) are not past due more than 90 days and (2) do not have
a payment date greater than 120 days from the date of the invoices creating such accounts receivable;


 


(3) 
to the extent that any consideration received by the Issuer (or such Restricted Subsidiary, as the case may be) in such Asset Sale
constitutes property or other assets that are of a type or class that constitutes Collateral, such property or other assets are added
to the Collateral securing the Notes in the manner and to the extent required by this Indenture or any of the Security Documents; and


 


(4) 
the Issuer or such Restricted Subsidiary has complied with the applicable provisions of this Indenture and the Security Documents.


 


(b) 
Within 450 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary,
as the case may be) may apply such Net Proceeds at its option:


 


(1) 
(i) to repay Priority Lien Obligations of the Issuer or any Guarantor (including Obligations under the ABL Credit Agreement) and,
if the Priority Lien Obligations being repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto
or (ii) if the assets or property disposed of in the Asset Sale were not Collateral, to repay any Indebtedness of a Restricted Subsidiary
of the Issuer that is not a Guarantor (other than Indebtedness owed to the Issuer or another Restricted Subsidiary);


 


(2) 
to repay (i) (x) Parity Lien Indebtedness, including the Notes, or (ii) if the assets or property disposed of in the Asset
Sale were not consisting of Collateral, unsecured Indebtedness and other unsecured Obligations of the Issuer or a Guarantor that rank
pari passu with the Notes or such Guarantor’s Note Guarantee, as applicable (other than Indebtedness owed to the Issuer or
a Restricted Subsidiary of the Issuer); provided that if the Issuer (or the applicable Restricted Subsidiary) shall so reduce Indebtedness
other than the Notes, the Issuer shall equally and ratably redeem or repurchase the Notes pursuant to Section 3.07 hereof, through open-market
purchases or in privately negotiated transactions at market prices (which may be below par), or by making an offer (in accordance with
the procedures in Section 4.10(c)) to all Holders to purchase the Notes at 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, on the Notes repurchased, to (but not including) the date of repayment;


 






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(3) 
to acquire all or substantially all of the assets of, or any Capital Stock of, a Permitted Business; provided  that (a)
in the case of any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Issuer or additional
Capital Stock of an existing non-Wholly Owned Restricted Subsidiary and (b) in the case of any such acquisition of assets, to the extent
the assets are of the type that would constitute Collateral, such assets are thereupon added to the Collateral following their acquisition;


 


(4) 
to make a capital expenditure;


 


(5) 
to make an investment in any one or more businesses properties or assets or acquire assets, in each case that are used or useful
in a Permitted Business; provided that (a) to the extent that such investment, properties or assets are of the type that would
constitute Collateral, such investment, properties or assets are thereupon added to the Collateral following such investment or acquisition
and (b) such investment is made in accordance with the provisions of this Indenture; or


 


(6) 
any combination of the foregoing.


 


The Issuer (or the applicable Restricted Subsidiary,
as the case may be) will be deemed to have complied with the provisions set forth in clause (3), (4), (5) or (6) of this Section
4.10(b) if, (i) within 450 days after the Asset Sale that generated the Net Proceeds, the Issuer (or the applicable Restricted
Subsidiary) has entered into and not abandoned or rejected a binding agreement to make an investment or payment in compliance with the
provisions described in the immediately preceding paragraph, and that investment or payment is thereafter completed within 180 days
after the end of such 450-day period or (ii) in the event such binding agreement described in the preceding clause (i) is cancelled
or terminated for any reason before such Net Proceeds are applied, the Issuer (or the applicable Restricted Subsidiary) enters into another
such binding commitment within 180 days of such cancellation or termination of the prior binding commitment; provided that if any
second binding commitment is later cancelled or terminated for any reason before such Net Proceeds are applied within 180 days of
such second binding commitment, then such Net Proceeds shall constitute Excess Proceeds.


 


Notwithstanding the foregoing, to the extent a
distribution of any or all of the Net Proceeds of any Asset Sales by a Foreign Subsidiary to the Issuer or another Restricted Subsidiary
(i) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents or any agreement
or (z) subject to other organizational or administrative impediments from being repatriated to the United States or (ii) would
have a material adverse tax consequence, as reasonably determined by the Issuer, an amount equal to the portion of such Net Proceeds so
affected will not be required to be applied in compliance with this Section 4.10; provided that if at any time within one year
following the date on which an amount equal to such affected Net Proceeds would otherwise have been required to be applied pursuant to
this Section 4.10, distribution of any of such affected Net Proceeds is no longer prohibited or delayed by applicable local law, restricted
by any applicable organizational document or agreement, subject to other organizational or administrative impediment from being repatriated
to the United States, and would not result in a material adverse tax consequences, then an amount equal to such amount of Net Proceeds
so permitted to be repatriated will be promptly applied (net of any taxes, costs or expenses that would be payable or reserved against
if such amounts were actually repatriated, whether or not they are repatriated) in compliance with this Section 4.10. The non-application
of any prepayment amounts as a consequence of the foregoing provisions shall not, for the avoidance of doubt, constitute a Default or
an Event of Default. For the avoidance of doubt, nothing in this Indenture shall be construed to require the Issuer or any Foreign Subsidiary
to repatriate cash or to apply any Net Proceeds described in clause (i) above in compliance with this Section 4.10 in the event that
such repatriation is not permitted under applicable local law, applicable organizational documents or agreements or other impediment within
one year following the date on which the respective payment would otherwise have been required.


 






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Pending the final application of any such amount
of Net Proceeds, the Issuer or any Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any,
or otherwise invest or utilize such Net Proceeds in any manner not prohibited by this Indenture and the Security Documents. 


 


(c) 
Any Net Proceeds that are not applied or invested as provided in Section 4.10(b) (but excluding for the avoidance of doubt any
such proceeds not required to be applied or invested as a result of the fourth paragraph of this covenant) will constitute “Excess
Proceeds”; provided that any amount of proceeds offered to Holders in accordance with Section 4.10(b)(2) or pursuant
to an Asset Sale Offer made at any time after the Asset Sale shall be deemed to have been applied as required and shall not be deemed
to be Excess Proceeds without regard to the extent to which such offer is accepted by the Holders. When the aggregate amount of Excess
Proceeds exceeds the greater of (x) $100.0 million and (y) 30.0% of Consolidated EBITDA, within 30 days thereof, the Issuer shall
make an Asset Sale Offer to all Holders of the Notes and, if required by the terms of any Parity Lien Indebtedness and, if the assets
or property disposed of in the Asset Sale was not Collateral, Indebtedness of the Issuer or any Guarantor that ranks pari passu with
the Notes and contains provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with
the proceeds of sales of assets, to purchase, prepay or redeem on a pro rata basis the maximum principal amount (or accreted value, if
applicable) of Notes, Parity Lien Indebtedness and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness
and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed
out of such Excess Proceeds at an offer price, in the case of the Notes, in an amount equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to (but not including) the date of purchase, prepayment or redemption, subject to the rights of Holders
of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the purchase date, and
will be payable in cash. The Issuer may satisfy the foregoing obligations with respect to such Excess Proceeds from an Asset Sale by making
an Asset Sale Offer with respect to such Excess Proceeds at any time prior to the expiration of the application period or by electing
to make an Asset Sale Offer with respect to such Excess Proceeds.


 


If any Excess Proceeds remain after consummation
of an Asset Sale Offer (any such amount, “Retained Declined Proceeds”), the Issuer may use those Retained Declined
Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes, Parity Lien Indebtedness
and other pari passu Indebtedness, as applicable, tendered in (or required to be prepaid or redeemed in connection with) such Asset
Sale Offer exceeds the amount of Excess Proceeds, the Issuer will select the Notes, Parity Lien Indebtedness and such other pari passu
Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed and thereafter the
Issuer will select the Notes to be purchased on a pro rata basis (subject to applicable DTC procedures with respect to the Global Notes)
based on the principal amount tendered (with, in each case, such adjustments as may be deemed appropriate by the Issuer so that only Notes
in minimum denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased; provided that any unpurchased
portion of a Note must be in a minimum denomination of $2,000). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds
will be reset at zero.


 


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


 






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		Section 4.11	Transactions
with Affiliates.



 


(a) 
The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer involving aggregate
payments or consideration in excess of the greater of (x) $30.0 million and (y) 10.0% of Consolidated EBITDA (each, an “Affiliate
Transaction”), unless:


 


(1) 
the Affiliate Transaction is on terms that are not materially less favorable, taken as a whole, to the Issuer or the 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 (as determined in good faith by the senior management or the Board of Directors of the Issuer or any direct or indirect parent
of the Issuer); and


 


(2) 
with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess
of the greater of (x) $50.0 million and (y) 15.0% of Consolidated EBITDA, the terms of the Affiliate Transaction have been approved
by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer or such Restricted Subsidiary, as applicable.


 


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


 


(1) 
any reasonable or customary employment agreement, consulting agreement, severance agreement, employee benefit plan, compensation
arrangement, officer or director indemnification agreement or any similar arrangement entered into by, or policy of, the Issuer or
any of its Restricted Subsidiaries and payments pursuant thereto;


 


(2) 
(a) transactions between or among the Issuer and/or its Restricted Subsidiaries, (b) transactions effected as part of a Qualified
Securitization Transaction and (c) any merger, amalgamation or consolidation of the Issuer and any direct or indirect parent of the
Issuer; provided that such parent entity shall have no material liabilities and no material assets (other than cash, Cash Equivalents
and the Capital Stock of the Issuer) and such merger, amalgamation or consolidation is otherwise in compliance with the terms of this
Indenture and effected for a bona fide business purpose;


 


(3) 
transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because
the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;


 


(4) 
payment of fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees,
independent contractors or consultants of the Issuer or any of its Restricted Subsidiaries or any direct or indirect parent of the Issuer;


 


(5) 
any sale, issuance or transfer of Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent
company of the Issuer to Affiliates of the Issuer and the granting of registration and other customary rights in connection therewith,
and the performance by the Issuer or any of its Restricted Subsidiaries of its obligations with respect thereto;


 


(6) 
(a) Restricted Payments that do not violate Section 4.07 hereof and (b) Permitted Investments, in the case of clauses (a)
and (b), including fees and expenses related thereto;


 






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(7) 
the performance by the Issuer and its Restricted Subsidiaries of their respective obligations under, or payments in respect of,
the Acquisition Agreement, the Advisory Agreement, limited liability company, limited partnership or other constitutive document or security
holders agreement or other agreements disclosed in the Offering Memorandum under “Certain Relationships and Related Party Transactions,”
each as in effect within 30 days of the Issue Date, and the payment of fees and expenses not in excess of the amounts specified in, or
determined pursuant to, such agreements, as in effect within 30 days of the Issue Date; provided, however, that the existence
of, or the performance by the Issuer and its Restricted Subsidiaries of their respective obligations under, any future amendment to any
such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7)
to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are
not otherwise more disadvantageous (as determined in good faith by the senior management or the Board of Directors of the Issuer or any
direct or indirect parent of the Issuer) to the Holders of the Notes in any material respect than the original agreement as in effect
within 30 days of the Issue Date;


 


(8) 
if such Affiliate Transaction is with a Person in its capacity as a holder of Indebtedness, Disqualified Stock, preferred
stock or Capital Stock of the Issuer or any Restricted Subsidiary of the Issuer where such Person is treated no more favorably than the
other holders of Indebtedness, Disqualified Stock, preferred stock or Capital Stock of the Issuer or any Restricted Subsidiary of the
Issuer;


 


(9) 
transactions with an Affiliate where the only consideration paid is Qualifying Equity Interests of the Issuer;


 


(10) 
transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, deliver to the Trustee a letter from
an Independent Financial Advisor stating that such transaction (i) is fair to the Issuer or such Restricted Subsidiary from a financial
point of view or (ii) meets the requirements of Section 4.11(a)(1) hereof;


 


(11) 
payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to employees, officers, directors, consultants
or independent contractors of the Issuer or any of its Restricted Subsidiaries or any direct or indirect parent of the Issuer in the ordinary
course of business;


 


(12) 
any agreement as in effect as of the Issue Date or any amendment thereto (so long as any such agreement together with all amendments
thereto, taken as a whole, is not more disadvantageous in any material respect (as determined in good faith by the senior management or
the Board of Directors of the Issuer or any direct or indirect parent of the Issuer) to the Holders of the Notes in any material respect
than the original agreement as in effect on the Issue Date) or any transaction contemplated thereby;


 


(13) 
transactions with joint ventures entered into in the ordinary course of business;


 


(14) 
any contributions to the common equity capital of the Issuer or any investments by the Principals or a direct or indirect parent
of the Issuer in Equity Interests (other than Disqualified Stock of the Issuer) of the Issuer (and payment of reasonable out-of-pocket
expenses incurred by the Principals or a direct or indirect parent of the Issuer in connection therewith);


 


(15) 
(x) guarantees of performance by the Issuer and its Restricted Subsidiaries of Unrestricted Subsidiaries in the ordinary course
of business, except for guarantees of Indebtedness in respect of borrowed money, and (y) pledges of Equity Interests of Unrestricted
Subsidiaries;


 


(16) 
any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of,
employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of
the Issuer or any direct or indirect parent of the Issuer, or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith;


 


(17) 
the entry into any tax-sharing arrangements between the Issuer or any of its Restricted Subsidiaries and any of their direct or
indirect parents; provided, however, that any payment made by the Issuer or any of its Restricted Subsidiaries under such
tax-sharing arrangements is, at the time made, otherwise permitted by Section 4.07 hereof;


 






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(18) 
transactions with Unrestricted Subsidiaries, customers, clients, lessors, landlords, suppliers, contractors, or purchasers or sellers
of goods or services that are Affiliates, in each case, in the ordinary course of business and otherwise in compliance with the terms
of this Indenture that are fair to the Issuer and its Restricted Subsidiaries, or made in the reasonable determination of senior management
or the Board of Directors of the Issuer or any direct or indirect parent of the Issuer;


 


(19) 
transactions between the Issuer or any of its Restricted Subsidiaries and any Person who is a director and who is also a director
of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such director abstains from voting
as a director of the Issuer or such direct or indirect parent, as the case may be, on any matter involving such other Person;


 


(20) 
payments by the Issuer or any of its Restricted Subsidiaries to or on behalf of the Principals for any financial advisory, financing,
underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection
with the acquisitions or divestitures, which payments are approved in good faith by a majority of the Board of Directors of the Issuer
or any direct or indirect parent of the Issuer;


 


(21) 
sales of accounts receivable or other transactions effected in connection with a Securitization Transaction;


 


(22) 
transactions pursuant to, and complying with Section 5.01(b) hereof; and


 


(23) 
the Transactions and the payment of any fees or expenses related thereto or to fund amounts owed to Affiliates in connection therewith
(including dividends, payments or loans made to any direct or indirect parent of the Issuer to fund payment of any such fees or expenses).


 


		Section 4.12	
Liens.



 


(a) 
The Issuer will not, and will not permit any Subsidiary Guarantor, if any, to, directly or indirectly, create, incur, assume or
suffer to exist any Lien of any kind (other than Permitted Liens), securing Indebtedness of the Issuer or such Subsidiary Guarantor, if
any, on any property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom. If the Issuer
or any Subsidiary Guarantor creates any Lien upon any property or assets that are not at such time Collateral in order to secure any Priority
Lien Obligations or Parity Lien Indebtedness (other than customary liens on cash collateral in connection with the ABL Credit Agreement
and other revolving credit facilities), it must concurrently grant a second-priority or pari passu priority Lien, respectively, upon such
property or assets that would constitute Collateral for the Notes or the Note Guarantees, such that the property or assets subject to
such Lien will constitute Collateral under this Indenture and the Security Documents, subject, in each case, to local law limitations
and Permitted Liens.


 


(b) 
Any Lien created for the benefit of the Holders of the Notes pursuant to this Section 4.12 shall be deemed automatically and unconditionally
released and discharged upon (i) the release of the Lien that gave rise to the obligation to secure the Notes, (ii) in the case
of any such Lien in favor of any Note Guarantee, the termination and discharge of such Note Guarantee in accordance with the terms of
this Indenture, (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or substantially all of
the assets of the Issuer that is governed by Section 5.01 hereof) to any Person not an Affiliate of the Issuer of the property or assets
secured by such Lien, or of all of the Capital Stock held by the Issuer or any of its Restricted Subsidiaries in, or all or substantially
all the assets of, any Restricted Subsidiary creating such Lien or (iv) upon such asset becoming collateral under any document governing
Floorplan Indebtedness pursuant to the terms thereof unless and so long as such asset continues to secure any Priority Lien Obligations
or other Parity Lien Indebtedness.


 






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(c) 
For purposes of determining compliance with this Section 4.12, (A) a Lien securing an item of Indebtedness need not be permitted
solely by reference to one category of Permitted Liens described in definition of “Permitted Liens” or pursuant to Section
4.12(a) hereof but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness
(or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens described in the definition of “Permitted
Liens” or pursuant to Section 4.12(a) hereof, the Issuer shall, in its sole discretion, classify or reclassify, or later divide,
classify or reclassify, such Lien securing each item of Indebtedness (or any portion thereof) in any manner that complies with Section
4.12 and will only be required to include the amount and type of such Lien or such item of Indebtedness secured by such Lien in one of
the clauses of the definition of “Permitted Liens” and such Lien securing such item of Indebtedness will be treated as being
incurred or existing pursuant to only one of such clauses or pursuant to Section 4.12(a) hereof.


 


(d) 
With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence thereof,
such Lien shall also be permitted to secure any Increased Amount of such Indebtedness.


 


		Section 4.13	Corporate
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:


 


(1) 
its corporate or other existence, and the corporate, partnership or other 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


 


(2) 
the rights (charter and statutory), licenses and franchises of the Issuer and its Subsidiaries; provided, however,
that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence
of any of the Issuer’s Subsidiaries, if the Board of Directors of the Issuer 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.


 


		Section 4.14	Offer
to Repurchase Upon Change of Control.



 


(a) 
If a Change of Control occurs after the Issue Date, each Holder of Notes will have the right to require the Issuer to repurchase
all or any portion (equal to a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s
Notes pursuant to a Change of Control Offer on the terms set forth in this Indenture; provided that any unpurchased portion of
a Note must be in a minimum denomination of $2,000. In the Change of Control Offer, the Issuer will offer a payment (the “Change
of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid
interest, if any, on the Notes repurchased to (but not including) the date of purchase (the “Change of Control Payment Date”),
subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or
prior to the Change of Control Payment Date. Prior to or within 30 days following any Change of Control, except to the extent the
Issuer has delivered notice to the Trustee of its intention to redeem Notes pursuant to Section 3.07 hereof, the Issuer will mail (or
with respect to Global Notes to the extent permitted or required by applicable DTC procedures or regulations, send electronically) a notice
to each Holder (a “Change of Control Offer”), with a copy to the Trustee, describing the transaction or transactions
that constitute, or are expected to constitute, the Change of Control and stating:


 


(1) 
that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes tendered will be accepted for payment;


 


(2) 
the Change of Control Payment and the Change of Control Payment Date, which date shall be no earlier than 10 days and no later
than 90 days (unless delivered in advance of the occurrence of such Change of Control) from the date such notice is mailed or sent, pursuant
to the procedures required by this Indenture;


 


(3) 
that any Note not tendered will continue to accrue interest;


 






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(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 after the Change of Control Payment Date (whether or not a Business Day);


 


(5) 
that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes,
with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer,
to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change
of Control Payment Date;


 


(6) 
that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on
the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election
to have the Notes purchased; and


 


(7) 
that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered (or transferred by book entry), which unpurchased portion must be equal to $2,000 in principal amount
or an integral multiple of $1,000 in excess thereof.


 


If such notice is delivered prior to the occurrence
of a Change of Control, such notice shall state that the Change of Control Offer is conditioned upon the occurrence of such Change of
Control and shall describe such condition, and, if applicable, shall state that, in the Issuer’s sole discretion, the Change of
Control Payment Date may be delayed until such time (including more than 90 days after the notice is mailed or delivered, including by
electronic transmission) as any or all such conditions shall be satisfied, or that such repurchase may not occur and such notice may be
rescinded in the event that any or all such conditions shall not have been satisfied by the Change of Control Payment Date, or by the
Change of Control Payment Date as so delayed. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase
of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with
the provisions of this Section 4.14, the Issuer will comply with the applicable securities laws and regulations and will not be deemed
to have breached its obligations under this Section 4.14 by virtue of such compliance.


 


(b) 
On the Change of Control Payment Date, the Issuer will, to the extent lawful:


 


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


 


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


 


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


 


The Paying Agent will promptly deliver to each
Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly, upon receipt of an Authentication
Order, together with the documents required under Sections 13.02 and 13.03 hereof, authenticate and mail (or cause to be transferred by
book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer
will announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.


 


(c) 
Notwithstanding anything to the contrary in this Section 4.14, the Issuer will not be required to make a Change of Control Offer
upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and not withdrawn under the Change of Control
Offer, (2) in connection with or in contemplation of any Change of Control, the Issuer (or any Affiliate of the Issuer) or a third party
has made an offer to purchase at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to
a Change of Control Offer (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher
than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer,
or (3) notice of redemption pursuant to Section 3.07 hereof has been given to the Trustee, unless and until there is a default in payment
of the applicable redemption price.


 


(d) 
Notwithstanding anything to the contrary contained herein, a Change of Control Offer or Alternate Offer may be made in advance
of a Change of Control, and/or conditioned upon the consummation of such Change of Control.


 


(e) 
The Issuer’s obligation to make a Change of Control Offer may be waived or modified or terminated with the written consent
of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with
a tender offer or exchange offer for the Notes) prior to the occurrence of such Change of Control.


 






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		Section 4.15	Permitted
Activities of Holdings.



 


Holdings shall not engage in any business other
than its ownership of the Capital Stock of, and the management of, the Issuer and, indirectly, its Subsidiaries and activities incidental
thereto; provided that Holdings may engage in those activities that are incidental to (i) the maintenance of its existence
in compliance with applicable law, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities,
(iii) the entering into, and performing its obligations under, this Indenture, the Intercreditor Agreements, any other intercreditor
agreement or security document related to Secured Indebtedness permitted to be incurred by this Indenture, the ABL Documents, the Security
Documents, the Acquisition Agreement, the Advisory Agreement and the other definitive documentation entered into in connection with any
of the foregoing, (iv) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions, (v) the
making of dividends or distributions on its Equity Interests, (vi) the filing of registration statements, and compliance with applicable
reporting and other obligations, under federal, state or other securities laws, (vii) the listing of its equity securities and compliance
with applicable reporting and other obligations in connection therewith, (viii) the retention of (and the entry into, and exercise
of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters,
counsel, accountants and other advisors and consultants, (ix) the performance of obligations under and compliance with its certificate
of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without
limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the incurrence and payment of its operating
and business expenses and any Taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf),
(xi) the consummation of the Transactions, (xii) the making of loans to or other Investments in, or incurrence of Indebtedness from,
the Issuer or in the case of incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor) as
and to the extent not prohibited by this Indenture and (xiii) any other activity expressly contemplated by this Indenture to be engaged
in by Holdings, including, without limitation, repurchases of Indebtedness of the Issuer and entry into and performance of Guarantees
of Indebtedness as permitted under the ABL Credit Agreement, and, subject to any applicable limitations set forth herein, other permitted
Indebtedness of the Issuer and its Restricted Subsidiaries.


 






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		Section 4.16	Future
Guarantees.



 


If, after the Issue Date, (a) any Subsidiary
of the Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Securitization
Entity and any Excluded Subsidiary) that is not then a Guarantor guarantees or incurs any Indebtedness under the ABL Credit Agreement
or guarantees any other capital markets debt Indebtedness of the Issuer or another Guarantor that is in excess of $250.0 million or (b) the
Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted
Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary
shall become a Guarantor under this Indenture providing for a Note Guarantee by such Restricted Subsidiary on the same terms and conditions
as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (a), such supplemental
indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the ABL
Credit Agreement has been guaranteed or incurred by such Restricted Subsidiary.


 


Each Person that becomes a Guarantor after the
Issue Date shall also become a party to the applicable Security Documents and shall as promptly as practicable execute and deliver such
security instruments, financing statements, mortgages, deeds of trust and other related real estate deliverables (in substantially the
same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case
of Collateral delivered after the Issue Date (to the extent, and substantially in the form, delivered on the Issue Date or the date first
delivered, as applicable (but no greater scope)) as may be necessary to vest in the Notes Collateral Agent a perfected second-priority
security interest (subject to Permitted Liens) in properties and assets that constitute Collateral, as security for such Guarantor’s
Note Guarantee and as may be necessary to have such property or assets added to the Collateral as required under the Security Documents
and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties
and assets to the same extent and with the same force and effect.


 


Each Note Guarantee shall be released upon the
terms and in accordance with the provisions of Article 10 hereof.


 


		Section 4.17	Designation
of Restricted Subsidiaries and Unrestricted Subsidiaries.



 


After the Issue Date, the Board of Directors of
the Issuer or any direct or indirect parent of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if
that designation would not cause a Default. If such Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
Fair Market Value of all outstanding Investments in such Restricted Subsidiary by the Issuer and its Restricted Subsidiaries will be deemed
to be an Investment made as of the time of determination or the designation and will reduce the amount available for Restricted Payments
under Section 4.07 hereof or under one or more clauses of the definition of “Permitted Investments,” as determined by the
Issuer. That designation will only be permitted if the Investment would be permitted at that time and if such Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.


 


Any designation of a Restricted Subsidiary of the
Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by delivering to the Trustee a certified copy of a resolution of
the Board of Directors of the Issuer or any direct or indirect parent of the Issuer giving effect to such designation and an Officer’s
Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof or under
one of more clauses of the definition of “Permitted Investments.” If, at any time, any Unrestricted Subsidiary would fail
to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes
of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and,
if such Indebtedness is not permitted to be incurred as of such date pursuant to Section 4.09 hereof, the Issuer will be in default of
Section 4.09 hereof. The Board of Directors of the Issuer or any direct or indirect parent of the Issuer may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only
be permitted if (1) such Indebtedness is permitted by Section 4.09 hereof, calculated on a Pro Forma Basis as if such designation
had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following
such designation. Any designation of an Unrestricted Subsidiary as a Restricted Subsidiary shall be evidenced to the Trustee by an
Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.09
hereof.


 






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		Section  4.18	[Reserved].



 


		Section 4.19	Changes
in Covenants When Notes Rated Investment Grade.



 


If on any date following the Issue Date:


 


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


 


(2) 
no Default or Event of Default (other than any Default or Event of Default under any covenant that would otherwise become a Suspended
Covenant) shall have occurred and be continuing,


 


then, beginning on that day and continuing at all times thereafter
and subject to the provisions of the second succeeding paragraph, (i) the Note Guarantees will be automatically and unconditionally
released and discharged (to the extent that guarantees by the Guarantors of all other Priority Lien Obligations and Parity Lien Indebtedness
are substantially concurrently released, and the Liens on the Collateral securing such Priority Lien Obligations and Parity Lien Indebtedness
are also substantially concurrently released) and (ii) Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.15, 4.16, 4.17 and 5.01(4) hereof
(collectively, the “Suspended Covenants”) will be suspended.


 


During any period that the Suspended Covenants
have been suspended, the Issuer’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant
to Section 4.17 hereof unless the Issuer’s Board of Directors would have been able, under the terms of this Indenture, to designate
such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants were not suspended.  Notwithstanding that the Suspended
Covenants may be reinstated, the failure to comply with the Suspended Covenants during the Suspension Period (including any action taken
or omitted to be taken with respect thereto and including any actions taken at any time pursuant to any contractual obligations arising
during the Suspension Period) will not give rise to a Default or Event of Default under this Indenture.


 


Notwithstanding the foregoing, if the Notes no
longer have an Investment Grade Rating from both of the Ratings Agencies, the Suspended Covenants will be reinstituted as of and from
the date of such rating decline (any such date, a “Reversion Date”).  The period of time between the suspension
of covenants as set forth above and the Reversion Date is referred to as the “Suspension Period.” All Indebtedness
incurred (including Acquired Debt) and Disqualified Stock or preferred stock issued during the Suspension Period will be deemed to have
been incurred or issued in reliance on the exception provided by clause (2) of the definition of “Permitted Debt.” Calculations
under the reinstated Section 4.07 will be made as if Section 4.07 had been in effect prior to, but not during, the period that Section
4.07 was suspended as set forth above. For purposes of determining compliance with Section 4.10 hereof, the Excess Proceeds from
all Asset Sales not applied in accordance with Section 4.10 hereof, will be deemed to be reset to zero after the Reversion Date.  In
addition, for purposes of Section 4.11 hereof, 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 4.11(b)(12), and for purposes of Section 4.08 hereof, 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) hereof.


 


During the Suspension Period, any reference in
the definition of “Unrestricted Subsidiary” to Section 4.09 hereof or any provision thereof shall be construed as if such
Section 4.09 had remained in effect since the Issue Date and during the Suspension Period.


 


Upon the Reversion Date, the obligation to grant
Note Guarantees and Collateral pursuant to Section 4.16 hereof will be reinstated (and the Reversion Date will be deemed to be the date
on which any guaranteed Indebtedness was incurred for purposes of Section 4.16 hereof).


 






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Notwithstanding that the Suspended Covenants may
be reinstated, no Default or Event of Default will be deemed to have occurred as a result of any failure to comply with the Suspended
Covenants during any Suspension Period and the Issuer and its Restricted Subsidiaries will be permitted, without causing a Default or
Event of Default or breach of any of the Suspended Covenants (notwithstanding the reinstatement thereof) under this Indenture, to honor,
comply with or otherwise perform any contractual commitments or obligations following a Reversion Date and to consummate the transactions
contemplated thereby; provided that such contractual commitments or obligations were entered into during the Suspension Period
and not in contemplation of a reversion of the Suspended Covenants; provided further that, to the extent any such commitment or
obligation results in the making of a Restricted Payment, such Restricted Payment shall be made under Section 4.07(a)(z) or Section 4.07(b)
hereof and, if not permitted by any of such provisions, such Restricted Payment shall be deemed permitted under Section 4.07(a)(z) hereof
and shall be deducted for purposes of calculating the amount pursuant to this Section 4.07(a)(z) (which may not be less than zero).


 


The Issuer shall provide an Officer’s Certificate
to the Trustee indicating the occurrence of any Suspension Period or Reversion Date. The Trustee shall have no obligation to monitor
the ratings of the Notes, independently determine or verify if such events have occurred or notify the Holders of Notes of any Suspension
Period or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate to any Holder of Notes upon written
request.


 


		Section 4.20	[Reserved].



 


		Section  4.21	[Reserved].



 


		Section 4.22	Further
Assurances.



 


The Issuer and the Guarantors shall execute and
file any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements
and instruments, and take all further actions that may be required under applicable law, or that the Notes Collateral Agent or the Trustee
may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens
created or intended to be created by the Security Documents in the Collateral, subject to the exceptions set forth in this Indenture and
the Security Documents. In addition, to the extent required under this Indenture or any of the Security Documents, from time to time,
the Issuer and the Guarantors will reasonably promptly secure the obligations under this Indenture and Security Documents by pledging
or creating, or causing to be pledged or created, perfected security interests and Liens with respect to the Collateral to the extent
required by this Indenture and/or the Security Documents.


 


The Issuer and each Guarantor will, at its sole
cost and expense, execute and deliver all such agreements and instruments as necessary, or as the Trustee or the Notes Collateral Agent
reasonably requests, to more fully or accurately describe the assets and property intended to be Collateral or the Obligations intended
to be secured by the Security Documents.


 


		Section 4.23	Maintenance
of Collateral; Books and Records.



 


(a) 
Subject to, and in compliance with, the provisions of Article 12 and the provisions of the applicable Security Documents, the Issuer
and the Guarantors shall maintain the Collateral in good, safe and insurable operating order, condition and repair (ordinary wear and
tear excepted) and do all other acts as may be reasonably necessary or appropriate to maintain and preserve the Collateral; provided
that the Issuer shall not be obligated to make such repairs, renewals, replacements, betterments and improvements that would not result
in a material adverse effect on the ability of the Issuer and the Guarantors to satisfy their obligations under the Notes, the Note Guarantees,
this Indenture and the Security Documents.


 






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(b) 
The Issuer shall use commercially reasonable efforts to maintain, and cause the Guarantors to use commercially reasonable efforts
to maintain, insurance with responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured
amounts and co-insurance provisions, as are customarily carried by similar businesses or similar size in the locations which such business
is conducted as determined by the Issuer in good faith; provided that, with respect to Collateral, the Issuer will, and will cause
the Restricted Subsidiaries to, maintain insurance policies and coverage with reasonable policy limits and deductibles as may be necessary
to adequately protect the Notes Collateral Agent’s interests in the Collateral as determined by the Issuer in good faith (in any
event, on terms at least as favorable as obtained for the benefit of, or as otherwise required by, the ABL Collateral Agent at any time);
provided, that the requirements of this Section 4.23 shall not apply to (x) insurance policies covering (1) directors and officers,
fiduciary or other professional liability, (2) employment practices liability, (3) workers compensation liability, (4) automobile and
aviation liability, (5) health, medical, dental and life insurance, and (6) such other insurance policies and programs as to which a secured
lender is not customarily granted an insurable interest therein as the ABL Collateral Agent may approve; and (y) self-insurance programs.


 


(c) 
Each insurance policy described in Section 4.23(b) shall provide that:


 


(1) 
if agreed by the insurer (which agreement the Issuer shall use commercially reasonable efforts to obtain) it may not be cancelled
or otherwise terminated without at least thirty (30) days’ prior written notice (or, with respect to non-payment of premiums, 10
days’ prior written notice) to the Notes Collateral Agent;


 


(2) 
[reserved];


 


(3) 
[reserved]; and


 


(4) 
the Issuer will, and will cause each of the Restricted Subsidiaries to, at all times keep its tangible property constituting Collateral
insured in favor of the Notes Collateral Agent, and will use its commercially reasonable efforts to have all liability and property policies
or certificates (or certified copies thereof) with respect to such insurance, at all times after the time required under the ABL Credit
Agreement, endorsed in a customary manner to the Notes Collateral Agent (including, without limitation, by naming the Notes Collateral
Agent as loss payee and/or additional insured).


 


(d) 
On an annual basis, to the extent of any changes thereto or pending expiration thereof during such year, the Grantors shall deliver
to the Trustee and the Notes Collateral Agent an insurance policy or policies renewing or extending such expiring insurance policy or
policies or renewal or extension insurance certificates or other reasonable evidence of renewal or extension providing that the insurance
policies are in full force and effect.


 


(e) 
The Grantors shall not purchase separate insurance policies concurrent in form or contributing in the event of loss with the insurance
policies required to be maintained under this Section 4.23 unless Holdings and its Restricted Subsidiaries use commercially reasonable
efforts to ensure that the Notes Collateral Agent is included thereon as an additional insured and, if applicable, with loss payable to
the Notes Collateral Agent under an endorsement containing the provisions described in Section 4.23(c). The Grantors shall immediately
notify the Trustee and Notes Collateral Agent whenever any such separate insurance policy is obtained and shall promptly deliver to the
Trustee and Notes Collateral Agent the insurance policy or insurance certificate evidencing such insurance.


 


(f) 
The Grantors may maintain coverages required by Section 4.23 under blanket policies covering the Collateral and other locations
owned or operated by the Grantors or an Affiliate of the Grantors if the terms of such blanket policies otherwise comply with the provisions
of Section 4.23(b) and contain specific coverage allocations in respect of the premises complying with the provisions of Section 4.23(b).


 


(g) 
If there shall occur any event of loss that has a fair market value (or replacement cost, if greater) in excess of $10.0 million,
the applicable Grantor shall promptly send to the Trustee and Notes Collateral Agent a written notice setting forth the nature and extent
of such event of loss.


 






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		Section 4.24	Impairment
of Security Interest.



 


Neither the Issuer nor any of its Restricted Subsidiaries
will (i) take, or knowingly or negligently omit to take, any action which would materially adversely affect or impair the Liens in favor
of the Notes Collateral Agent and the Holders of Notes with respect to the Collateral unless such action or failure to take action is
otherwise permitted by this Indenture or the Security Documents or (ii) grant any Person, or permit any Person to retain (other than the
Notes Collateral Agent), any Liens on the Collateral, other than Permitted Liens or Liens permitted pursuant to Section 4.12.


 


ARTICLE 5

SUCCESSORS


 


		Section 5.01	Merger,
Consolidation or Sale of Assets.



 


(a) 
The Issuer will not, directly or indirectly: (1) consolidate or merge with or into another Person, (2) consummate a Division
as the Dividing Person (whether or not the Issuer is the surviving entity) or (3) sell, assign, transfer, convey, lease or otherwise
dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one
or more related transactions, to another Person (other than in connection with the Transactions), unless:


 


(1) 
either: (a) the Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation, merger
or Division (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made
is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia (such
Person, the “Surviving Entity”);


 


(2) 
the Surviving Entity (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other
disposition has been made assumes all the obligations of the Issuer under the Notes and this Indenture, pursuant to a supplemental indenture,
and the Security Documents pursuant to the terms thereof, as applicable;


 


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


 


(4) 
the Issuer or the Surviving Entity would, after giving pro forma effect thereto and any related financing transactions as if the
same had occurred at the beginning of the applicable four-quarter period, (a) be permitted to incur at least $1.00 of additional
Indebtedness as Ratio Debt, (b) have had a Fixed Charge Coverage Ratio equal to or greater than the actual Fixed Charge Coverage
Ratio for the Issuer for such four-quarter period or (c) have had a Consolidated Total Debt Ratio equal to or less than such ratio for
the Issuer for such four-quarter period;


 


(5) 
the Surviving Entity (if other than the Issuer) shall deliver, or cause to be delivered, to the Trustee an Officer’s Certificate
and an Opinion of Counsel, each to the effect that such consolidation, merger, Division, sale, conveyance, assignment, transfer, lease
or other disposition complies with the requirements of this Indenture;


 


(6) 
to the extent any property or assets of the Surviving Entity are property or assets of the type that would constitute Collateral
under the Security Documents, the Surviving Entity shall take such action as may be reasonably necessary or required to cause such property
and assets to be made subject to a Lien securing the Notes pursuant to this Indenture and the Security Documents in the manner and to
the extent required by this Indenture or any of the Security Documents and shall take all reasonably necessary action so that such Lien
is perfected, preserved and protected to the extent required by this Indenture and the Security Documents;


 






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(7) 
the Collateral owned by or sold, assigned, conveyed, leased, transferred or otherwise disposed of to the Surviving Entity shall
(a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in favor of
the Notes Collateral Agent for the benefit of the Trustee and the Holders of the Notes and (c) not be subject to any Lien other than
Permitted Liens or other Liens as permitted pursuant to Section 4.12 hereof; and


 


(8) 
the Surviving Entity (if other than the Issuer) shall become a party to the Intercreditor Agreements by joinder or supplement.


 


(b) 
Section 5.01(a) will not apply to any sale, assignment, transfer, conveyance, lease, Division or other disposition of assets between
or among the Issuer and any Guarantor or any transfer of title or other disposition of assets subject to or pursuant to any Floorplan
Financing Agreement. Clauses (3) and (4) of Section 5.01(a) will not apply to (a) any merger, consolidation or amalgamation
of any Restricted Subsidiary with or into the Issuer, (b) any consolidation, amalgamation or merger of the Issuer into, or sale,
assignment, transfer, lease, conveyance or other disposition of all or part of the properties and assets of the Issuer to, any Guarantor,
(c) a merger, consolidation or amalgamation of the Issuer with or into an Affiliate for the purpose of reincorporating the Issuer
in another jurisdiction so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby or
(d) the conversion of the Issuer or a Restricted Subsidiary into a corporation, partnership, limited partnership, limited liability
company or trust, organized or existing under the laws of the United States, any state thereof or the District of Columbia. In addition,
the Issuer or any Restricted Subsidiary may change its name.


 


		Section  5.02	Successor
Corporation Substituted.



 


Upon any consolidation or merger, or any sale,
assignment, transfer, lease, conveyance, Division or other disposition of all or substantially all of the properties or assets of the
Issuer in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, (a) the successor Person formed
by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition or Division is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger,
sale, assignment, transfer, lease, conveyance, Division 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; and (b) the Issuer or such predecessor Person, as
the case may be, (except in the case of a lease) shall be released from its obligations under this Indenture and the Notes.


 


ARTICLE 6

DEFAULTS AND REMEDIES


 


		Section 6.01	Events
of Default.



 


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


 


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


 


(2) 
default in the payment when due (at maturity, upon redemption, offer to purchase or otherwise) of the principal of, or premium,
if any, on, the Notes;


 


(3) 
failure by the Issuer or any of its Restricted Subsidiaries for 60 days after notice by the Trustee to the Issuer or by the Holders
of at least 30% in aggregate principal amount of the Notes then outstanding to the Issuer and the Trustee to comply with any of the agreements
in this Indenture (other than a default referred to in clause (1) or (2) of this Section 6.01) or the Security Documents; provided
that in the case of a failure to comply with Section 4.03 hereof, such period of continuance of such default or breach shall be 120 days
after written notice described in this clause (3) has been given;


 






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(4) 
default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced
any Indebtedness for borrowed money (other than Indebtedness owed to the Issuer or any of its Restricted Subsidiaries or any Affiliate)
of the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary (or the payment of which is guaranteed
by the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary), whether such Indebtedness or Guarantee
now exists, or is created after the Issue Date, if that default:


 


(a) is
caused by a failure to pay principal of, or premium, if any, on any such Indebtedness at final Stated Maturity (after giving effect to
any applicable grace periods) (a “Payment Default”); or


 


(b) results
in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which
has been so accelerated, aggregates at least the greater of (x) $100.0 million and (y) 30.0% of Consolidated EBITDA;


 


(5) 
failure by the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant Subsidiary to pay final non-appealable
judgments entered by a court or courts of competent jurisdiction aggregating in excess of the greater of (x) $100.0 million and (y)
30.0% of Consolidated EBITDA (other than any judgments covered by indemnities or insurance policies issued by reputable companies), which
judgments are not paid, discharged or stayed, for a period of 60 days, after the applicable judgment becomes final and non-appealable;


 


(6) 
the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the
Issuer that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:


 


(A) commences a voluntary case,


 


(B) consents to the entry of an order
for relief against it in an involuntary case,


 


(C) consents to the appointment of a
custodian of it or for all or substantially all of its property,


 


(D) makes a general assignment for the
benefit of its creditors, or


 


(E) admits in writing its inability
to pay its debts as they become due;


 


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


 


(A) is for relief against the Issuer
or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken
together, would constitute a Significant Subsidiary in an involuntary case;


 


(B) appoints a custodian of the Issuer
or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken
together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Issuer or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute
a Significant Subsidiary; or


 






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(C) orders the liquidation of the Issuer
or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken
together, would constitute a Significant Subsidiary;


 


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


 


(8) 
except as permitted by this Indenture, any Note Guarantee of a Significant Subsidiary of the Issuer is held in any judicial proceeding
to be unenforceable or invalid or ceases for any reason to be in full force and effect (except as contemplated by the terms of this Indenture),
or any Significant Subsidiary of the Issuer, or any Person acting on behalf of such Significant Subsidiary of the Issuer, denies or disaffirms
its obligations under its Note Guarantee and any such Default continues for 10 days;


 


(9) 
(x) any material provision of any Security Document or Intercreditor Agreement with respect to the Notes, at any time, (a) ceases
to be in full force and effect for any reason other than in accordance with the terms of this Indenture, the Security Documents and the
Intercreditor Agreements or (b) is declared invalid or unenforceable by a court of competent jurisdiction, (y) the Issuer or
any Guarantor contests in writing the validity or enforceability of any material provision of any Security Document or any Intercreditor
Agreement or (z) the Issuer or any Guarantor denies in writing that it has any further liability under this Indenture or any Security
Document or any Intercreditor Agreement or gives written notice to revoke or rescind any Security Document or the perfected second-priority
Liens, as applicable, created thereby with respect to the Notes, other than in accordance with the terms of this Indenture, the Security
Documents and the Intercreditor Agreements; or


 


(10) 
any Security Document covering a material portion of the Collateral for any reason (other than pursuant to the terms thereof) ceases
to create a valid and perfected second-priority Lien, on, and security interest in, any material Collateral covered thereby with respect
to the Notes, subject to Permitted Liens, except to the extent that any such perfection or priority is not required pursuant to this
Indenture and the Security Documents or 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.


 


		Section 6.02	Acceleration.



 


In the case of an Event of Default specified in
clause (6) or (7) of Section 6.01 hereof, with respect to either the Issuer, any Restricted Subsidiary of the Issuer that is a Significant
Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary, all
outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs
and is continuing, the Trustee or the Holders of at least 30% in aggregate principal amount of the then outstanding Notes by notice to
the Issuer (with a copy to the Trustee if given by Holders of Notes) may declare all the 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, an Initial
Purchaser or its Affiliates) (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, 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 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.


 






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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 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, an Initial Purchaser or its Affiliates; provided that if a Regulated Bank, an
Initial Purchaser or its Affiliates 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 an Initial Purchaser or its Affiliates.


 


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.


 


The Holders of a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind an
acceleration and its consequences under this Indenture, if the rescission would not conflict with any judgment or decree, except a continuing
Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (except nonpayment
of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes) and if all sums
paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel have been paid.


 






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In the event of a declaration of acceleration of
the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in
Section 6.01(4) hereof (excluding any resulting Payment Default under this Indenture or the Notes), the declaration of acceleration of
the Notes shall be automatically annulled if such Indebtedness is paid or otherwise acquired or retired or the Holders of all Indebtedness
described in Section 6.01(4) hereof have rescinded or waived the declaration of acceleration in respect of such Indebtedness within
30 Business Days of the date of such declaration of acceleration of the Notes, and if the annulment of the acceleration of the Notes would
not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment
of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived and all
amounts owing to the Trustee have been paid.


 


		Section 6.03	Other
Remedies.



 


If an Event of Default occurs and is continuing,
the Trustee may pursue any available remedy to collect the payment of principal of, premium on, if any, or interest on, the Notes or to
enforce the performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain a proceeding even if it
does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder
of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver
of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.


 


		Section 6.04	Waiver
of Past Defaults.



 


The Holders of a majority in aggregate principal
amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under this Indenture, except a continuing Default or Event of Default in the payment
of principal of, premium on, if any, or interest on, the Notes; provided, however, that the Holders of a majority in aggregate
principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related Payment Default
that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.


 


If a Default is deemed to occur solely as a consequence
of the existence of another Default (the “Initial Default”), then, at the time such Initial Default is cured, the Default
that resulted solely because of that Initial Default will also be cured without any further action.


 


		Section 6.05	Control
by Majority.



 


Holders of a majority in aggregate principal amount
of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to
the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with
law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve
the Trustee in personal liability (it being understood that the Trustee does not have an affirmative duty to determine whether any such
action is prejudicial to any Holder).


 


		Section 6.06	Limitation
on Suits.



 


Except to enforce the right to receive payment
of principal or interest, if any, when due, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes (subject
to the Intercreditor Agreements) unless:


 


(1) 
such Holder has previously given the Trustee written notice that an Event of Default has occurred and is continuing;


 






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(2) 
Holders of at least 30% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue
the remedy;


 


(3) 
such Holder or Holders offer and, if requested, provide to the Trustee or the Notes Collateral Agent security and/or indemnity
satisfactory to the Trustee or the Notes Collateral Agent, as applicable, against any loss, liability or expense;


 


(4) 
the Trustee does not comply with such request within 60 days after receipt of the notice, request and the offer of security and/or
indemnity; and


 


(5) 
during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee
a direction inconsistent with such request.


 


A Holder of a Note may not use this Indenture to
prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.


 


		Section 6.07	Rights
of Holders of Notes to Receive Payment.



 


Notwithstanding any other provision of this Indenture,
the right of any Holder of a Note to receive payment of principal of, or interest on, the Note, on or after the respective due dates expressed
or provided for in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without the consent of such Holder.


 


		Section 6.08	Collection
Suit by Trustee.



 


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


 


		Section 6.09	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 determined 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
or any other proceedings, the Issuer, any Guarantor, the Trustee and the Holders shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies hereunder of the Trustee and the Holders shall continue as though no
such proceeding had been instituted.


 


		Section 6.10	Trustee
May File Proofs of Claim.



 


The Trustee is authorized to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and Notes Collateral Agent
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, Notes Collateral Agent and
their agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer or any Guarantor (or
any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute
any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee and Notes Collateral Agent any amount due to each of them for the reasonable compensation, expenses,
disbursements and advances of the Trustee, Notes Collateral Agent, their agents and counsel, and any other amounts due the Trustee and
Notes Collateral Agent 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 Notes Collateral Agent 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 6.11	Priorities.



 


If the Trustee collects any money pursuant to this
Article 6 or, after an Event of Default, any money or other property distributable in respect of the Issuer’s obligations under
this Indenture, it shall pay out the money or distribute the property in the following order:


 


First: to the Trustee (including
any predecessor trustee), Notes Collateral Agent, 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 and Notes Collateral Agent and the costs
and expenses of collection;


 


Second: to Holders of Notes for
amounts due and unpaid on the Notes for principal, premium, if any, and interest, if any, 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, if any, respectively; and


 


Third: to the Issuer or to such
party as a court of competent jurisdiction shall direct.


 


The Trustee, upon written notice to the Issuer,
may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.11.


 


		Section 6.12	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 6.12 does not apply to a suit by
the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal
amount of the then outstanding Notes.


 


ARTICLE 7

TRUSTEE


 


		Section 7.01	Duties
of Trustee.



 


(a) 
If an Event of Default has occurred and is continuing and is actually known to the Responsible Officer of the Trustee, the Trustee
will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


 






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(b) 
Except during the continuance of an Event of Default:


 


(1) 
the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and


 


(2) 
in the absence of 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, the Trustee will examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture (however the Trustee shall have no obligation to verify the mathematical calculations contained
therein).


 


(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:


 


(1) 
this paragraph does not limit the effect of paragraph (b) of this Section 7.01;


 


(2) 
the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts; and


 


(3) 
the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 hereof.


 


(d) 
Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject
to paragraphs (a), (b), (c) and (e) of this Section 7.01.


 


(e) 
No provision of this Indenture will require the Trustee or Notes Collateral Agent to expend or risk its own funds or incur any
liability 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 adequate indemnity and/or security against such risk or liability is not reasonably
assured to it.


 


(f) 
The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. The Trustee shall have
no obligation to invest funds received by it pursuant to this Indenture.


 


		Section 7.02	Rights
of Trustee.



 


(a) 
The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any document (whether in its
original, facsimile or electronic form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter stated in the document.


 


(b) 
Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both,
except that (x) no Officer’s Certificate or Opinion of Counsel will be required to be furnished to the Trustee in connection with
the authentication and delivery of the Initial Notes on the Issue Date and (y) no Opinion of Counsel will be required to be furnished
to the Trustee in connection with the execution of any amendment or supplement in the form of Exhibit D adding a new Guarantor under this
Indenture or evidencing the release of a Guarantor pursuant to Section 10.07 hereof. The Trustee will not be liable for any action it
takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection
from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.


 






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(c) 
The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney
or agent appointed with due care.


 


(d) 
The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within
the rights or powers conferred upon it by this Indenture.


 


(e) 
Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient
if signed by an Officer of the Issuer.


 


(f) 
The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders unless such Holders have offered, and if requested, provided to the Trustee indemnity and/or security
satisfactory to the Trustee against the losses, liabilities and expenses that might be incurred by it in compliance with such request
or direction.


 


(g) 
The Trustee shall not be required to give any note, bond or surety in respect of the trusts and powers under this Indenture.


 


(h) 
The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized
to sign an Officer’s Certificate, including any person specified as so authorized in such certificate previously delivered and not
superseded.


 


(i) 
Delivery of reports, information and documents to the Trustee described in Section 4.03 hereof is for informational purposes only
and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable
from information contained therein, including the Issuer’s or the Guarantors’ compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely conclusively on Officer’s Certificates). The Trustee is under no duty to examine such
reports, information or documents to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise
of the information or the statements contained therein.


 


(j) 
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.


 


(k) 
The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in
fact such a Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Notes and this Indenture and states that it is a “Notice of Default”.


 


(l) 
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, by the Notes Collateral
Agent and each agent, custodian and other Person employed to act hereunder.


 


(m) 
Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with
any restrictions on transfer imposed under this Indenture or the Private Placement Legend or under applicable law with respect to any
transfer of any interest in any Note (including any transfers between or among Depositary participants, members or Beneficial Owners in
any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.


 






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(n) 
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document.


 


(o) 
The permissive right of the Trustee to take actions that are permitted, but not required, by this Indenture or the other Note Documents
shall not be construed as an obligation or duty to do so.


 


		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 as defined in the TIA it must
eliminate such conflict within 90 days or resign. Any Agent and the Notes Collateral 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.



 


Neither the Trustee nor the Notes Collateral Agent
shall be responsible for, and neither the Trustee nor the Notes Collateral Agent makes any representation as to the validity or adequacy
of this Indenture or the Notes, nor shall either 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. The Trustee 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. Neither the Trustee nor the Notes Collateral Agent shall be responsible for making any calculation
with respect to any matter under this Indenture. Neither the Trustee nor Notes Collateral Agent shall have any duty to monitor or investigate
the Issuer’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty, or covenant,
or agreement of any Person, other than the Trustee or Notes Collateral Agent, as the case may be, made in this Indenture.


 


Neither the Trustee nor the Notes Collateral Agent
shall be responsible for, and make no representation as to the existence, genuineness, value or protection of, any Collateral, for the
legality, effectiveness or sufficiency of any Security Document or for the creation, perfection, priority, sufficiency or protection of
any Liens securing the Notes. Neither the Trustee nor the Notes Collateral Agent shall be responsible for filing any financing or continuation
statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining
the perfection of any Lien or security interest in the Collateral.


 


		Section 7.05	Notice
of Defaults.



 


If a Default or Event of Default occurs and is
continuing and if it is known to the Trustee, the Trustee will mail (or with respect to Global Notes, to the extent permitted or required
by applicable DTC procedures or regulations, send electronically) to Holders of Notes a notice of the Default or Event of Default within
90 days after the Trustee obtains knowledge thereof. Except in the case of a Default or Event of Default in payment of principal of, premium
on, if any, or interest on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the Holders of the Notes.


 


		Section 7.06	[Reserved].



 


		Section 7.07	Compensation
and Indemnity.



 


(a) 
The Issuer will pay to the Trustee from time to time compensation as is agreed to from time to time by the Issuer and the Trustee
for its acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation
of a trustee of an express trust. The Issuer will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements,
advances and expenses incurred or made by it in addition to the compensation for its services except for any such disbursements, advance
or expense as shall have been caused by the Trustee’s gross negligence or willful misconduct as determined by a final order of a
court of competent jurisdiction. Such expenses will include the reasonable out-of-pocket compensation, disbursements and expenses of the
Trustee’s agents and counsel.


 






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(b) 
The Issuer and the Guarantors will indemnify on a joint and several basis the Trustee (including its officers, directors, employees
and agents) against any and all losses, liabilities or expenses, including fees and expenses of counsel, including Taxes (other than Taxes
based upon, measured by or determined by the income of the Trustee), incurred by it arising out of or in connection with the acceptance
or administration of its duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture and the
Note Documents against the Issuer and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted
by the Issuer, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its
powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence or willful
misconduct as determined by a final order of a court of competent jurisdiction. The Trustee will notify the Issuer promptly of any claim
for which it may seek indemnity. Failure by the Trustee to so notify the Issuer will not relieve the Issuer or any of the Guarantors of
their obligations hereunder. The Issuer or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee
may have separate counsel and the Issuer will pay the reasonable fees and out-of-pocket expenses of such counsel. Neither the Issuer nor
any Guarantor needs to pay for any settlement made without its consent, which consent will not be unreasonably withheld.


 


(c) 
The obligations of the Issuer and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture,
the resignation or removal of the Trustee and the termination for any reason of this Indenture.


 


(d) 
To secure the Issuer’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior
to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if
any, or interest on, particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture, the resignation or removal
of the Trustee and the termination for any reason of this Indenture.


 


(e) 
Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders
services after an Event of Default specified in clauses (6) and (7) of Section 6.01 hereof occurs, the expenses and the compensation for
the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.


 


(f) 
“Trustee” for purposes of this Section shall include the Notes Collateral Agent and any predecessor Trustee; provided,
however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee
hereunder.


 


		Section 7.08	Replacement
of Trustee.



 


(a) 
A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 7.08.


 


(b) 
The Trustee may resign at any time upon 30 days’ prior written notice to the Issuer and be discharged from the trust hereby
created by so notifying the Issuer. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Issuer with 30 days’ prior written notice. The Issuer may remove the Trustee if:


 


(1) 
the Trustee fails to comply with Section 7.10 hereof;


 






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(2) 
the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;


 


(3) 
a custodian or public officer takes charge of the Trustee or its property; or


 


(4) 
the Trustee becomes incapable of acting.


 


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


 


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


 


(e) 
If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section
7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


(f) 
A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon,
the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and
duties of the Trustee under this Indenture. The successor Trustee will mail (or with respect to Global Notes, to the extent permitted
or required by applicable DTC procedures or regulations, send electronically) a notice of its succession to Holders. The retiring Trustee
will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder
have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Issuer’s and the Guarantors’ obligations under Section 7.07 hereof will continue for the benefit of the
retiring Trustee.


 


		Section 7.09	Successor
Trustee by Merger, etc.



 


If the Trustee consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further
act will be the successor Trustee.


 


		Section 7.10	Eligibility;
Disqualification.



 


There will at all times be a Trustee hereunder
that is a corporation or national banking association organized and doing business under the laws of the United States of America or of
any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent
published annual report of condition.


 


ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


		Section  8.01	Option
to Effect Legal Defeasance or Covenant Defeasance.



 


The Issuer may at any time elect to have either
Section 8.02 or 8.03 hereof applied to all outstanding Notes (including the Note Guarantees), and the Liens with respect to the Notes
released, upon compliance with the conditions set forth below in this Article 8.


 






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		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 each of the Guarantors, if any, will, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding
Notes (including the Note Guarantees), and the Liens with respect to the Notes released, on the date the conditions set forth below are
satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the
Guarantors, if any, will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including
the Note Guarantees) and the Liens with respect to the Notes released, which will thereafter be deemed to be “outstanding”
only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to
have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and
at the expense of the Issuer, shall execute such instruments reasonably requested by the Issuer acknowledging the same), except for the
following provisions which will survive until otherwise terminated or discharged hereunder:


 


(1) 
the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, and interest,
if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;


 


(2) 
the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;


 


(3) 
the rights, powers, trusts, duties and immunities of the Trustee and the Notes Collateral Agent hereunder, and the Issuer’s
and the Guarantors’, if any, obligations in connection therewith (including, without limitation, those contained in Article 7 hereof);
and


 


(4) 
this Article 8.


 


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.
Notwithstanding anything to the contrary contained herein, the Issuer’s and the Guarantors’ obligations under Section 7.07
shall survive a Legal Defeasance.


 


		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 Guarantors will, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.22, 4.23 and 4.24 hereof and clauses (3) and (4) of Section 5.01 hereof with respect
to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant
Defeasance”), the Note Guarantees will be released pursuant to Section 10.07 hereof and the Notes and Note Guarantees will thereafter
be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences
of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder
(it being understood that such Notes and the Note Guarantees will not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Issuer and the Guarantors, if any, may
omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be
unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) (to the extent relating to the covenants
that are subject to Covenant Defeasance), (4), (5), (8), (9) and (10) hereof will not constitute Events of Default. Notwithstanding anything
to the contrary contained herein, the Issuer’s and the Guarantors’ obligations under Section 7.07 shall survive a Covenant
Defeasance.


 






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		Section 8.04	Conditions
to Legal or Covenant Defeasance.



 


In order to exercise either Legal Defeasance or
Covenant Defeasance under either Section 8.02 or 8.03 hereof:


 


(1) 
the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, (x) cash in U.S. dollars
in an amount, (y) non-callable Government Securities, the scheduled payments of principal of and interest thereon will be in an amount,
or (z) a combination thereof in amounts, as will be sufficient, without consideration of any reinvestment of interest, in the opinion
of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium
on, if any, and interest, if any, on, the outstanding Notes to the stated date for payment thereof or to the applicable redemption date,
as the case may be, and all interest, if any, accrued to such dates, and the Issuer must specify whether the Notes are being defeased
to such stated date for payment or to a particular redemption date;


 


(2) 
the Issuer must deliver to the Trustee, (a) in the case of Legal Defeasance, an Opinion of Counsel to the effect that (i) the
Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the Issue Date, there
has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of
Counsel will confirm, that the Beneficial Owners of outstanding Notes will not recognize income, gain or loss for U.S. federal income
tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had not occurred; and (b) in the case of Covenant Defeasance,
an Opinion of Counsel to the effect that the Beneficial Owners of outstanding Notes will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(3) 
no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness),
and the granting of Liens to secure such borrowings);


 


(4) 
such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of or constitute a default under, any material
agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced)
to which the Issuer or any of the Guarantors is a party or by which the Issuer or any of the Guarantors is bound;


 


(5) 
the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with
the intent of preferring the Holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying
or defrauding any creditors of the Issuer or others; and


 


(6) 
the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 






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



 


Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 hereof in respect of the outstanding
Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders
of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, if any, but such money
need not be segregated from other funds except to the extent required by law.


 


The Issuer will pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section
8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes.


 


Notwithstanding anything in this Article 8 to the
contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any money or non-callable Government
Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof),
are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


		Section 8.06	Repayment
to the Issuer.



 


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 on, if any, or interest, if any, on, any Note
and remaining unclaimed for two years after such principal, premium, if any, or interest, if any, has become due and payable shall be
paid to the Issuer on its request, unless an abandoned property law designates another person, or (if then held by the Issuer) will be
discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof,
will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Issuer cause to be published once, in The New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from
the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.


 


		Section 8.07	Reinstatement.



 


If the Trustee or Paying Agent is unable to apply
any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of
any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the
Issuer’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if
the Issuer makes any payment of principal of, premium on, if any, or interest, if any, on, any Note following the reinstatement of its
obligations, the Issuer will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.


 






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ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER


 


		Section 9.01	Without
Consent of Holders of Notes.



 


Notwithstanding Section 9.02 hereof, without the
consent of any Holder of Notes, the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent, as applicable, may amend or supplement
this Indenture, the Security Documents, the Intercreditor Agreements, the Notes or the Note Guarantees:


 


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


 


(2) 
to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that such Notes are in registered
form for purposes of Section 163(f) of the Code;


 


(3) 
to provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders of Notes and Note Guarantees
in the case of a merger, consolidation, amalgamation or Division or sale, assignment, transfer, conveyance, lease or other disposition
of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable;


 


(4) 
to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely
affect the legal rights under this Indenture of any Holder;


 


(5) 
to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA,
if applicable;


 


(6) 
to conform the text of this Indenture, the Notes, the Note Guarantees, the Security Documents or the Intercreditor Agreements to
any provision of the “Description of the Notes” section of the Offering Memorandum;


 


(7) 
to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture;


 


(8) 
to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes, the Security Documents
or the Intercreditor Agreements, in each case, in accordance with the terms of this Indenture; or


 


(9) 
to add or release Note Guarantees in accordance with the terms of this Indenture and to make, complete or confirm any grant of
Collateral permitted or required by this Indenture or any of the Security Documents or Intercreditor Agreements, or any release of Collateral
pursuant to the terms of this Indenture or any of the Security Documents or Intercreditor Agreements;


 


(10) 
to secure additional extensions of credit and add additional secured creditors holding other Parity Lien Indebtedness so long as
such Parity Lien Indebtedness is not prohibited by the provisions of this Indenture or any other then-existing Parity Lien Indebtedness;
or


 


(11) 
to add additional assets as Collateral.


 


In addition, the Holders of the Notes shall be
deemed to have consented for purposes of the Security Documents and the Intercreditor Agreements to any of the following amendments and
other modifications to the Security Documents or Intercreditor Agreements:


 


(1) (a) to add
other parties (or any authorized agent thereof or trustee therefor) holding Priority Lien Obligations or Parity Lien Indebtedness
that is incurred in compliance with the ABL Credit Agreement, this Indenture, the Security Documents and the Intercreditor
Agreements and (b) to establish that the Liens on any Collateral securing such Priority Lien Obligations or Parity Lien
Indebtedness shall be prior to, or pari passu with, as applicable, liens securing the Notes under the Intercreditor Agreements with
the Liens on such Collateral securing the Obligations under this Indenture, the Notes and the Note Guarantees, all on the terms
provided for in the Intercreditor Agreements in effect immediately prior to such amendment or other modification; and


 


(2) 
to establish that the Liens on any Collateral securing any Indebtedness replacing the ABL Credit Agreement permitted to be incurred
under this Indenture shall be senior to the Liens on such Collateral securing any Obligations under this Indenture, the Notes and the
Note Guarantees, all on the terms provided for in the ABL Intercreditor Agreement in effect immediately prior to such amendment or other
modification.


 


Upon the request of the Issuer accompanied by a
resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee and Notes Collateral Agent, if applicable, of the documents described in Section 7.02, 9.06, 13.02 and 13.03 hereof, the Trustee
and Notes Collateral Agent, if applicable, will join with the Issuer and the Guarantors, if any, in the execution of any amended or supplemental
indenture and amendment or supplement to the Security Documents or Intercreditor Agreements authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee or Notes Collateral
Agent, if applicable, will not be obligated to enter into such amended or supplemental indenture or amendment or supplement to the Security
Documents or the Intercreditor Agreements that affects its own rights, duties or immunities under this Indenture or otherwise.


 






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		Section 9.02	With
Consent of Holder of Notes.



 


Except as provided below in this Section 9.02,
the Issuer, the Guarantors, the Trustee and the Notes Collateral Agent may amend or supplement this Indenture (including, without limitation,
Sections 3.09, 4.10 and 4.14 hereof), the Notes, the Note Guarantees, the Security Documents or the Intercreditor Agreements may be amended
or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes other
than the Notes beneficially owned by the Issuer or its Affiliates (including, without limitation, Additional Notes, if any) voting as
a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event
of Default in the payment of the principal of, premium on, if any, or interest, if any, on, the Notes, except a Payment Default resulting
from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees, the
Security Documents or the Intercreditor Agreements, may be waived with the consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes other than the Notes beneficially owned by the Issuer or its Affiliates (including, without
limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Notes). Sections 2.08 and 2.09 hereof shall determine which Notes are considered to
be “outstanding” for purposes of this Section 9.02; provided that (x) if any such amendment or waiver will only
affect one series of Notes (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the Holders
of a majority in principal amount of the Notes of such series then outstanding (including, in each case, consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes) shall be required and (y) if any such amendment or waiver by
its terms will affect a series of Notes in a manner different and materially adverse relative to the manner such amendment or waiver affects
other series of Notes, then the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding
(including, in each case, consents obtained in connection with a tender offer or exchange offer for Notes) shall be required.


 


Upon the request of the Issuer accompanied by a
resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02, 9.06, 13.02 and 13.03 hereof, the Trustee and Notes Collateral Agent, if applicable,
will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture and amendment or supplement to
the Security Documents unless such amended or supplemental indenture or amendment or supplement to the Security Documents affects the
Trustee’s and Notes Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the
Trustee and the Notes Collateral Agent may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture
and amendment or supplement to the Security Documents.


 


It is not necessary for the consent of the Holders
of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient
if such consent approves the substance thereof.


 


After an amendment, supplement or waiver under
this Section 9.02 becomes effective, the Issuer will mail (or with respect to Global Notes, to the extent permitted or required by applicable
DTC procedures or regulations, send electronically) to the Holders of Notes affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Issuer to deliver such notice, or any defect therein, will not, however, in any way impair or
affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of
a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance
by the Issuer or Guarantors with any provision of this Indenture, the Notes or any Note Guarantees. However, without the consent of each
Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting
Holder):


 


(1) 
reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;


 


(2) 
reduce the principal of or change the Stated Maturity of any Note or alter or waive any of the provisions relating to the dates
on which the Notes may be redeemed or the redemption price thereof with respect to the redemption of the Notes (other than any change
to the notice periods with respect to such redemption);


 


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


 


(4) 
waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (except
a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding
Notes and a waiver of the Payment Default that resulted from such acceleration);


 


(5) 
make any Note payable in anything other than U.S. dollars;


 


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


 


(7) 
subject to the final paragraph in Section 3.09, modify the obligation of the Issuer to repurchase Notes pursuant to Section 3.09,
4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation;


 


(8) 
release any Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture,
except in accordance with the terms of this Indenture;


 


(9) 
make any change in the preceding amendment and waiver provisions; or






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(10) 
make any change to, or modify, the ranking of the Notes in respect of right of payment that would adversely affect the Holders
of the Notes.


 


In addition, without the consent of the Holders
of at least 662⁄3% in aggregate principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), no amendment, supplement or waiver
may (1) have the effect of releasing all or substantially all of the Collateral from the Liens created pursuant to the Security Documents
(except as permitted by the terms of this Indenture, the Security Documents or the Intercreditor Agreements) or changing or altering the
priority of the security interests of the Holders of the Notes in the Collateral under the Intercreditor Agreements, (2) make any
change in the Security Documents, the Intercreditor Agreements or the provisions in this Indenture dealing with the application of proceeds
of the Collateral that would adversely affect the Holders of the Notes or (3) modify the Security Documents or the provisions of
this Indenture dealing with Collateral in any manner adverse to the Holders of the Notes in any material respect other than in accordance
with the terms of this Indenture, the Security Documents or the Intercreditor Agreements; provided that (x) if any such amendment,
supplement or waiver will only affect one series of Notes (or less than all series of the Notes) then outstanding under this Indenture,
then only the consent of the Holders of at least 662⁄3% in aggregate principal amount of the Notes of such
series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for, such series of the Notes) shall be required.


 


		Section 9.03	 
[Reserved].



 


		Section 9.04	Revocation
and Effect of Consents.



 


Until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note
or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on
any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives
written notice of revocation before the date on which the Trustee receives an Officer’s Certificate certifying that the Holders
of the requisite principal amount of Notes have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver.
An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.


 


		Section 9.05	Notation
on or Exchange of Notes.



 


The Trustee may place an appropriate notation about
an amendment, supplement or waiver on any Note thereafter authenticated. The 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 will not affect the validity and effect of such amendment, supplement or waiver.


 


		Section 9.06	Trustee
to Sign Amendments, etc.



 


The Trustee and Notes Collateral Agent, if applicable,
will sign any amended or supplemental indenture and amendment or supplement to the Security Documents or the Intercreditor Agreements
authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities
of the Trustee or Notes Collateral Agent, as the case may be. The Issuer may not sign an amended or supplemental indenture until the Board
of Directors of the Issuer approves it. In executing any amended or supplemental indenture, the Trustee and Notes Collateral Agent, if
applicable, will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the
documents required by Sections 13.02 and 13.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution
of such amended or supplemental indenture and amendment or supplement to the Security Documents or the Intercreditor Agreements is authorized
or permitted by this Indenture and, in the case of an Opinion of Counsel, that such supplemental indenture constitutes the legally valid
and binding obligation of the Issuer and the Guarantors, subject to customary exceptions. Notwithstanding the foregoing, no Opinion of
Counsel will be required for the Trustee to execute any amendment or supplement in the form of Exhibit D adding a new Guarantor under
this Indenture or releasing a Guarantee by a Guarantor pursuant to Section 10.07.


 






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ARTICLE 10

NOTE GUARANTEES


 


		Section 10.01	Guarantee.



 


(a) 
Subject to this Article 10, upon consummation of the Acquisition, each of the Guarantors hereby, jointly and severally, irrevocably,
fully and unconditionally guarantees on a senior secured second-priority basis to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and Notes Collateral Agent and each of their successors and assigns, irrespective of the validity and enforceability
of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, to pay fully and promptly, unconditionally, irrevocably,
upon first demand and without raising any defenses or objections, set-off or counterclaim and without verification of the legal ground:


 


(1) 
any amount in respect of the principal of, premium on, if any, and interest on, the Notes and interest on the overdue principal
of, premium on, if any, and interest on, the Notes, if lawful, and any amount in respect of all other obligations of the Issuer to the
Holders or the Trustee or the Notes Collateral Agent hereunder or thereunder, all in accordance with the terms hereof and thereof (including,
without limitation, interest, fees and expenses accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest,
fees and expenses is allowed in such proceeding and the obligations under Section 7.07 hereof); and


 


(2) 
in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same in accordance with
the terms of the extension or renewal.


 


Failing payment when due of any amount so guaranteed
for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this
is a guarantee of payment and not a guarantee of collection.


 


(b) 
The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective and separate 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 (to the fullest extent permitted by law) 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 Note Guarantee will not be discharged except by complete performance of the obligations contained in
the Notes and this Indenture.


 


(c) 
If any Holder, the Trustee or the Notes Collateral Agent 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 by either to the Trustee, the Notes Collateral Agent or such Holder, this Note Guarantee, to the extent theretofore discharged, will
be reinstated in full force and effect.


 


(d) 
Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors,
on the one hand, and the Holders, the Trustee and the Notes Collateral Agent, on the other hand, (1) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration
of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith
become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.


 






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		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 Note Guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar federal, state law, or the laws of the jurisdiction of organization of such Guarantor to the extent applicable to any Note Guarantee.
To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution
from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article
10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.


 


		Section 10.03	[Reserved].



 


		Section 10.04	[Reserved].



 


		Section 10.05	Execution
and Delivery of Note Guarantee.



 


To evidence its Note Guarantee set forth in Section
10.01 hereof, each Guarantor hereby agrees that this Indenture or a supplemental indenture substantially in the form attached as Exhibit
D hereto will be executed on behalf of such Guarantor by one of its Officers.


 


Each Guarantor hereby agrees that its Note Guarantee
set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation
of such Note Guarantee.


 


If an Officer whose signature is on this Indenture
or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed,
the Note Guarantee will be valid nevertheless.


 


The delivery of any Note by the Trustee, after
the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the
Guarantors.


 


In the event that the Issuer or any of its Restricted
Subsidiaries creates or acquires any Restricted Subsidiary after the Issue Date, if required by Section 4.16 hereof, the Issuer will cause
such Restricted Subsidiary to comply with the provisions of Section 4.16 hereof and this Article 10, to the extent applicable.


 


Neither the Issuer nor any Guarantor shall be required
to make a notation on the Notes to reflect a Note Guarantee or any release, termination or discharge thereof.


 


		Section 10.06	Guarantors
May Consolidate, etc., on Certain Terms.



 


Except as otherwise provided in Article 5 or Section
10.07 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with
or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuer or another Guarantor, unless:


 


(1) 
immediately after giving effect to such transaction, no Default or Event of Default exists; and


 






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(2) 
either:


 


(a) subject
to Section 10.07 hereof, the Person (if other than the Guarantor) acquiring the property in any such sale or disposition or the Person
formed by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that
Guarantor under its Note Guarantee and this Indenture, on the terms set forth therein or herein, pursuant to a supplemental indenture;
or


 


(b) the
Net Proceeds of such sale or other disposition are applied, if required, in accordance with the applicable provisions of this Indenture,
including without limitation, Section 4.10 hereof.


 


In case of any such consolidation, merger, sale
or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee (it being
understood that such supplemental indenture need not be executed by any other Person besides the Issuer and any such successor Person),
of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by
the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture
as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees
had been issued at the date of the execution hereof.


 


Except as set forth in Articles 4 and 5 hereof,
and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation
or merger of a Guarantor with or into the Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to the Issuer or another Guarantor.


 


		Section 10.07	Releases.



 


(a) 
A Note Guarantee of a Guarantor shall be automatically and unconditionally released and discharged without the consent of Holders
of Notes and each Subsidiary Guarantor and its obligations under the Notes Guarantee will be released and discharged upon:


 


(1) 
the sale, exchange, disposition or other transfer (including through merger, consolidation, amalgamation, Division or dissolution)
of (x) the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction)
the Issuer or a Restricted Subsidiary of the Issuer, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or
(y) all or substantially all the assets of such Subsidiary Guarantor if such sale, exchange, disposition or other transfer (including
through merger, consolidation, amalgamation, Division or dissolution) is made in compliance with this Indenture;


 


(2) 
the Issuer designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of Section
4.07 hereof and the definition of “Unrestricted Subsidiary;”


 


(3) 
in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 4.16
hereof, the release or discharge of the Guarantee by such Subsidiary Guarantor of Indebtedness of the Issuer or any Restricted Subsidiary
or the repayment of the Indebtedness or Disqualified Stock, in each case, that resulted in the obligation to guarantee the Notes, except
by reason of payment under or the termination or repayment of the ABL Credit Agreement or if a release or discharge is by or as a result
of payment in connection with the enforcement of remedies under such other Guarantee;


 






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(4) 
the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 hereof, or if the
Issuer’s Obligations under this Indenture are discharged (including pursuant to a satisfaction and discharge of this Indenture or
through redemption or repurchase of all of the Notes or otherwise) in accordance with the terms of this Indenture;


 


(5) 
the release or discharge of the Guarantee by, or direct obligation of, such Subsidiary Guarantor of the Obligations under the ABL
Credit Agreement, except by reason of payment under or the termination or repayment of the ABL Credit Agreement or if such release or
discharge is by or as a result of payment in connection with the enforcement of remedies under such Guarantee or direct obligation;


 


(6) 
such Subsidiary Guarantor becoming an Excluded Subsidiary;


 


(7) 
[reserved];


 


(8) 
the Note Guarantees are unconditionally released and discharged pursuant to Section 4.19 hereof;


 


(9) 
such Guarantor is released pursuant to clause (8) of Section 9.02;


 


(b) 
A Note Guarantee of Holdings shall be automatically and unconditionally released and discharged without the consent of Holders
of Notes and the obligations of Holdings under the Notes Guarantee will be released and discharged upon:


 


(1) 
the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 hereof, or if the
Issuer’s Obligations under this Indenture are discharged (including pursuant to a satisfaction and discharge of this Indenture or
through redemption or repurchase of all of the Notes or otherwise) in accordance with the terms of this Indenture;


 


(2) 
the release or discharge of the Guarantee by, or direct obligation of, Holdings of the Obligations under the ABL Credit Agreement,
except by reason of payment under or the termination or repayment of the ABL Credit Agreement or if such release or discharge is by or
as a result of payment in connection with the enforcement of remedies under such Guarantee or direct obligation.


 


In connection with any release under clause 10.07(a)(1)
above, upon delivery by the Issuer to the Trustee of an Officer’s Certificate to the effect that all conditions precedent provided
for in this Indenture to such release have been complied with, the Trustee will execute any documents reasonably requested by the Issuer
in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. The Net Proceeds of such sale or other
disposition shall be applied, if required, in accordance with the applicable provisions of this Indenture.


 


To the extent the Issuer requests evidence of release
of a Guarantor under Section 10.07(a)(2) through 10.07(a)(9), 10.07(b)(1) or 10.07(b)(2), the Issuer shall deliver an Officer’s
Certificate with respect to such release.


 


Any Guarantor not released from its obligations
under its Note Guarantee as provided in this Section 10.07 will remain liable for the full amount of principal of, premium on, if any,
and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.


 






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ARTICLE 11

SATISFACTION AND DISCHARGE


 


		Section 11.01	Satisfaction
and Discharge.



 


This Indenture, the Security Documents and the
Intercreditor Agreements will be discharged and will cease to be of further effect as to all Notes issued hereunder (except for certain
rights of the Trustee and the Notes Collateral Agent, which shall survive), and any Liens on Collateral then securing the Notes shall
be automatically released, when:


 


(1) 
either:


 


(a) all
Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment
money has been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, have been cancelled or delivered
to the Trustee for cancellation; or


 


(b) all
such Notes not previously delivered to the Trustee for cancellation have become due and payable, will become due and payable at their
Stated Maturity within one year or have been called for redemption or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of a notice of redemption in the name and at the expense of the Issuer and the Issuer or any
Restricted Subsidiary has deposited or caused to be deposited with the Trustee in a manner that is not revocable, (i) cash in U.S.
dollars in an amount, (ii) non-callable Government Securities, the scheduled payments of principal of and interest thereon will be
in an amount, or (iii) a combination thereof in an amount, as will be sufficient (in the case that Government Securities have
been deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants certified
in writing to the Trustee), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such
Notes for principal of, premium on, if any, and interest, if any, on, the Notes to the date of maturity or redemption;


 


(2) 
any Issuer or any Restricted Subsidiary has paid or caused to be paid all sums then due and payable by the Issuer and Guarantors
under this Indenture; and


 


(3) 
the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment
of the Notes to maturity or to 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 has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions
of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions
of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.


 


		Section 11.02	Application
of Trust Money.



 


Subject to the provisions of Section 8.06 hereof,
all money and non-callable 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 Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee; but
such money need not be segregated from other funds except to the extent required by law.


 


If the Trustee or Paying Agent is unable to apply
any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s
and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment of principal of, premium on, 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.


 






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The Issuer will pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section
11.01 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes.


 


Notwithstanding anything in this Article 11 to
the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any money or non-callable
Government Securities held by it as provided in Section 11.01 hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would
then be required to be deposited to effect a discharge in accordance with this Article 11.


 


ARTICLE 12

SECURITY


 


		Section 12.01	Security
Documents; Additional Collateral.



 


(a) 
Security Documents. In order to secure the due and punctual payment of the Obligations under this Indenture, the Notes and
the Security Documents, the Issuer, the Guarantors, the Notes Collateral Agent and the other parties thereto, or other parties in accordance
with the provisions of Section 4.16, Section 4.22 and this Article 12, will enter into the applicable Security Documents. The Issuer and
the Guarantors 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) as are required by the Security Documents to maintain (at
the sole cost and expense of the Issuer and the Guarantors) the security interests created by the Security Documents in the Collateral
(subject to the terms of the Intercreditor Agreements and the Security Documents) as a perfected security interest to the extent perfection
is required by the Security Documents and within the time frames set forth therein, subject only to Permitted Liens, and with the priority
required by the Intercreditor Agreements, and the other Security Documents. With respect to any Collateral existing as of the Issue Date,
to the extent any security interest in favor of the Notes Collateral Agent has not been created or perfected as of the Issue Date, the
Issuer and the Guarantors will use their respective commercially reasonable efforts to do or cause to be done all acts and things that
would be required to have all security interests in such Collateral duly created and enforceable and perfected, to the extent required
by this Indenture or the Security Documents, within 180 days (or such later date as the ABL Collateral Agent may have agreed under the
ABL Credit Agreement).


 


(b) 
After-Acquired Collateral. Upon the acquisition by any of the Issuer or the Guarantors after the Issue Date of any assets
(other than Excluded Assets), the Issuer or such Guarantor shall execute and deliver any information, documentation, financing statements
or other certificates as may be necessary to vest in the Notes Collateral Agent a perfected security interest, with the priority required
by this Indenture and the Security Documents, subject only to Permitted Liens and certain other exceptions set forth in the Security Agreement,
in such after-acquired property and to have such after-acquired property added to the Collateral, and thereupon all provisions of this
Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such after-acquired property to the same
extent and with the same force and effect.


 


		Section 12.02	Concerning
the Notes Collateral Agent.



 


(a) 
The provisions of this Section 12.02 are solely for the benefit of the Notes Collateral Agent and none of Holdings, the Issuer,
any of the other Guarantors nor any of the Holders shall have any rights as a third party beneficiary of any of the provisions contained
herein. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Security Documents, the Notes Collateral
Agent shall have only those duties or responsibilities expressly provided hereunder or thereunder and the Notes Collateral Agent shall
not have nor be deemed to have any fiduciary relationship with the Trustee, Holdings, the Issuer, any other Guarantor or any Holder, and
no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Security
Documents or otherwise exist against the Notes Collateral Agent.


 






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(b) 
The Notes Collateral Agent shall act pursuant to the instructions of the Holders and the Trustee with respect to the Security Documents
and the Collateral. For the avoidance of doubt, the Notes Collateral Agent shall have no discretion under this Indenture, the Intercreditor
Agreements or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction
without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes or the Trustee,
as applicable. After the occurrence of an Event of Default, subject to the provisions of the Security Documents, the Trustee may direct
the Notes Collateral Agent in connection with any action required or permitted by this Indenture or the Security Documents.


 


(c) 
None of the Notes Collateral Agent or any of its respective Affiliates shall be liable for any action taken or omitted to be taken
by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence
or willful misconduct) or under or in connection with any Security Document or the transactions contemplated thereby (except for its own
gross negligence or willful misconduct).


 


(d) 
Other than in connection with a release of Collateral permitted under Section 12.03 (except as may be required by Section 9.02),
in each case that the Notes Collateral Agent may or is required hereunder or under any other Security Document to take any action (an
“Action”), including without limitation to make any determination, to give consents, to exercise rights, powers or
remedies, to release or sell Collateral or otherwise to act hereunder or under any other Security Document, the Notes Collateral Agent
may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. The Notes Collateral Agent
shall not be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Holders of
a majority in aggregate principal amount of the then outstanding Notes. Subject to the Security Documents, if the Notes Collateral Agent
shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any
Action, the Notes Collateral Agent shall be entitled to refrain from such Action unless and until the Notes Collateral Agent shall have
received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Notes Collateral
Agent shall not incur liability to any Person by reason of so refraining.


 


(e) 
Beyond the exercise of reasonable care in the custody of the collateral in its possession, the Notes Collateral Agent will have
no duty as to any collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon
or as to preservation of rights against prior parties or any other rights pertaining thereto. The Notes Collateral Agent will be deemed
to have exercised reasonable care in the custody of the collateral in its possession if the collateral is accorded treatment substantially
equal to that which it accords its own property, and the Notes Collateral Agent will not be liable or responsible for any loss or diminution
in the value of any of the collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected
by the Notes Collateral Agent in good faith.


 


(f) 
The Notes Collateral Agent will not be responsible for the existence, genuineness or value of any of the collateral or for the
validity, perfection, priority or enforceability of the Liens in any of the collateral, whether impaired by operation of law or by reason
of any action or omission to act on its part hereunder, for the validity or sufficiency of the collateral or any agreement or assignment
contained therein, for the validity of the title of any grantor to the collateral, for insuring the collateral or for the payment of taxes,
charges, assessments or liens upon the collateral or otherwise as to the maintenance of the collateral. The Notes Collateral Agent hereby
disclaims any representation or warranty to the present and future Holders of Notes concerning the perfection of the liens granted hereunder
or in the value of any of the collateral.


 






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(g) 
In the event that the Notes Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action
of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Notes
Collateral Agent’s sole discretion may cause the Notes Collateral Agent, as applicable, to be considered an “owner or operator”
under any environmental laws or otherwise cause the Notes Collateral Agent to incur, or be exposed to, any environmental liability or
any liability under any other federal, state or local law, the Notes Collateral Agent reserves the right, instead of taking such action,
either to resign as Notes Collateral Agent or to arrange for the transfer of the title or control of the asset to a court appointed receiver.
The Notes Collateral Agent will not be liable to any person for any environmental claims or any environmental liabilities or contribution
actions under any federal, state or local law, rule or regulation by reason of the Notes Collateral Agent’s actions and conduct
as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of
any hazardous materials into the environment.


 


(h) 
The Notes Collateral Agent shall be entitled to all of the protections, immunities, indemnities, rights and privileges of the Trustee
set forth in this Indenture and all such protections, immunities, indemnities, rights and privileges shall apply to the Notes Collateral
Agent in its roles under any other Security Document or Intercreditor Agreement, whether or not expressly stated therein.


 


(i) 
The Notes Collateral Agent shall be entitled to compensation, reimbursement and indemnity as set forth in Section 7.07.


 


(j) 
Neither the Trustee nor the Notes Collateral Agent shall have any duty to file any financing statements, amendments thereto, continuation
statements or any other agreement or instrument to perfect or maintain the perfection of the Notes Collateral Agent’s security interest
in the Collateral.


 


(k) 
The Notes Collateral Agent may resign or be removed and a successor collateral agent be appointed, all in accordance with the provisions
of Section 7.08 and 7.09 hereof, as if references to Trustee therein were references to the Notes Collateral Agent.


 


(l) 
If the Issuer or any Guarantor (i) incurs any obligations in respect of Parity Lien Obligations at any time when the Pari Passu
Intercreditor Agreement is not in effect or at any time when Parity Lien Obligations entitled to the benefit of the Pari Passu Intercreditor
Agreement are 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 the Pari Passu Intercreditor Agreement in favor of a designated agent or representative for the
holders of the Parity Lien Obligations so incurred, the Notes Collateral Agent shall (and is hereby authorized and directed to) enter
into the Pari Passu Intercreditor Agreement (at the sole expense and cost of the Issuer, including legal fees and expenses of the Trustee
and the Notes Collateral Agent), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.


 


		Section 12.03	Releases
of Collateral.



 


The Liens securing the Notes and the Guarantees
will, upon compliance with the conditions precedent to the release of the Collateral together with such documentation, if any, as may
be required by this Indenture, automatically and without the need for any further action by any Person be released so long as such release
is otherwise in compliance with this Indenture, under any one or more of the following circumstances:


 


(a) 
in part, as to any property or assets constituting Collateral, to enable the Issuer or Guarantors to consummate the disposition
of such property or assets (to a Person that is not the Issuer or a Guarantor) to the extent permitted under Section 4.10 hereof;


 


(b) 
in whole, as to all property subject to such Liens, upon:


 


(1) 
payment in full of the principal of, together with accrued and unpaid interest and premium, if any, on, the Notes and all other
Obligations under this Indenture, the Note Guarantees and the Security Documents that are due and payable at or prior to the time such
principal, together with accrued and unpaid interest and premium, if any, are paid;


 






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(2) 
satisfaction and discharge of this Indenture in accordance with Article 11 hereof; or


 


(3) 
Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof;


 


(c) 
if such property becomes Excluded Assets;


 


(d) 
as to the property and assets of a Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its Notes Guarantee
in accordance with this Indenture;


 


(e) 
in part, as to any property or assets constituting Collateral, in accordance with the applicable provisions of the applicable Intercreditor
Agreement; and


 


(f) 
as to any property or assets, upon the consent of the requisite Holders pursuant to Section 9.02 of this Indenture.


 


Notwithstanding anything to the contrary herein,
the Issuer and the Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act. If
the Issuer requests a formal release, the Issuer shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel
stating that all conditions precedent under this Indenture and the Security Documents relating to the execution and delivery of each such
release have been complied with.


 


		Section 12.04	Form
and Sufficiency of Release.



 


In the event that the Issuer or any Guarantor has
sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that, under
the terms of this Indenture may be sold, exchanged or otherwise disposed of by the Issuer or any Guarantor, and the Issuer or such Guarantor
requests the Notes Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under this
Indenture, the applicable Note Guarantee and the Security Documents, upon receipt of an Officer’s Certificate from the Issuer and
Opinion of Counsel certifying that all conditions precedent to such release have been met, the Notes Collateral Agent shall, at the sole
cost and expense of the Issuer, execute, acknowledge and deliver to the Issuer or such Guarantor such an instrument in the form provided
by the Issuer (to the extent acceptable to the Notes Collateral Agent, acting reasonably), and providing for release without recourse,
representation or warranty, promptly after satisfaction of the conditions set forth herein for delivery of such release and shall, at
the sole cost and expense of the Issuer take such other action as the Issuer or such Guarantor may reasonably request to effect such release.
Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released shall be entitled
to rely upon any release executed by the Notes Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting
a good and valid release of the property therein described from the Lien of this Indenture and the Security Documents.


 


		Section 12.05	Possession
and Use of Collateral.



 


Subject to and in accordance with the provisions
of this Indenture and the Security Documents, so long as the Trustee (or the Notes Collateral Agent) has not exercised rights or remedies
with respect to the Collateral in connection with an Event of Default that has occurred and is continuing, the Issuer and the Guarantors
shall have the right to remain in possession and retain exclusive control of and to exercise all rights with respect to the Collateral
(other than monies or Cash Equivalents deposited pursuant to Article 8, and other than as set forth in the Security Documents and this
Indenture), to operate, manage, develop, lease, use, consume, alter or repair and enjoy the Collateral (other than monies and Cash Equivalents
deposited pursuant to Article 8 and other than as set forth in the Security Documents and this Indenture), and to collect, receive, use,
invest and dispose of the reversions, remainders, interest, rents, lease payments, issues, profits, revenues, proceeds and other income
thereof.


 






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		Section 12.06	Specified
Releases of Collateral; Satisfaction and Discharge; Defeasance.



 


The Issuer and the Guarantors shall be entitled
to obtain a full release of all of the Collateral from the Liens of this Indenture and of the Security Documents securing the Notes upon
payment in full of all principal, premium, if any, interest on the Notes and of all Obligations under the Notes, this Indenture and the
Security Documents for the payment of money due and owing to the Trustee, the Notes Collateral Agent or the Holders, or upon compliance
with the conditions precedent set forth in Article 8 for Legal Defeasance or Covenant Defeasance or Article 11 for Satisfaction and Discharge.
Upon delivery by the Issuer to the Trustee and the Notes Collateral Agent of an Officer’s Certificate and an Opinion of Counsel,
each to the effect that such conditions precedent have been complied with (and which may be the same Officer’s Certificate and Opinion
of Counsel required by Article 8 or Article 11, as applicable) prior to the release of such Collateral, the Trustee shall forthwith take
all action reasonably requested (at the expense of the Issuer) to release from the Liens securing the Notes and reconvey to the Issuer
and the applicable Guarantors without recourse, representation or warranty all of the Collateral, and shall deliver such Collateral in
its possession to the Issuer and the applicable Guarantors including, without limitation, the execution and delivery of releases and satisfactions
wherever required.


 


		Section 12.07	[Reserved].



 


		Section 12.08	Purchaser
Protected.



 


No purchaser or grantee of any property or rights
purporting to be released shall be bound to ascertain the authority of the Trustee or the Notes Collateral Agent to execute the release
or to inquire as to the existence of any conditions herein prescribed for the exercise of such authority.


 


		Section 12.09	Authorization
of Actions to be Taken by the Notes Collateral Agent Under the Security Documents.



 


The Issuer, the Guarantors and each Holder of Notes,
by their acceptance of any Notes and the Note Guarantees, (a) hereby appoints Wilmington Trust, National Association, as Notes Collateral
Agent, and Wilmington Trust, National Association accepts such appointment and (b) agrees that the Notes Collateral Agent shall be entitled
to the rights, privileges, protections, immunities, indemnities and benefits provided to the Trustee under Article 7 hereof, including
the compensation, reimbursement, and indemnification provisions set forth in Section 7.07 hereof and the resignation and removal provisions
of Section 7.08 hereof (with the references to the Trustee therein being deemed to refer to the Notes Collateral Agent). Furthermore,
each Holder of a Note, by accepting such Note, consents to and approves the terms of and authorizes and directs the Notes Collateral Agent
to (i) enter into and perform the duties provided for in the Intercreditor Agreements and each other Security Document in each of its
capacities thereunder and (ii) bind the Holders to the terms of the Intercreditor Agreements.


 


		Section 12.10	Authorization
of Receipt of Funds by the Trustee and the Notes Collateral Agent Under the Security Documents.



 


The Trustee and the Notes Collateral Agent are
authorized to receive any funds for the benefit of Holders distributed under the Security Documents to the Trustee or the Notes Collateral
Agent, to apply such funds as provided in this Indenture and to make further distributions of such funds in accordance with the applicable
provisions of Section 6.11 hereof.


 


		Section 12.11	Powers
Exercisable by Receiver or Notes Collateral Agent.



 


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 any Guarantor, as applicable,
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 shall be deemed the equivalent of any similar instrument of the Issuer or any Guarantor, as applicable,
or of any officer or officers thereof required by the provisions of this Article 12.


 






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ARTICLE 13

MISCELLANEOUS


 


		Section 13.01	Notices.



 


Any notice or communication by the Issuer, any
Guarantor, the Trustee or the Notes Collateral Agent to the others or to them by the Holders is duly given if in writing and delivered
in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier
guaranteeing next day delivery, to the others’ address:


 


If to the Issuer and/or any Guarantor:



Nesco Holdings, Inc.


7701 Independence Ave.


Kansas City, MO 64125


Facsimile No.: (816) 241-4888


Contact: Brad Meader, Chief Financial Officer


 


With a copy to (which copy shall be delivered as an accommodation
and shall not be required to be delivered in satisfaction of any requirement hereof):


 


Latham & Watkins LLP


555 Eleventh Street, NW, Suite 1000


Washington, DC 20004


Facsimile No.: (202) 637-2201


Attention: Patrick H. Shannon; Shagufa
R. Hossain


 


If to the Trustee or Notes Collateral Agent:



Wilmington Trust, National Association


50 South Sixth Street, Suite 1290


Minneapolis, Minnesota 55402

Facsimile No.: (612) 217-5651


Attention: Nesco Holdings, Inc. Notes Administrator


 


The Issuer, any Guarantor, the Trustee or Notes
Collateral Agent, by notice to the others, may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications (other than those
sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile or e-mail; and the next
Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery, except in the case
of notices or communications given to the Trustee or Notes Collateral Agent, which shall be effective only upon actual receipt by the
Trustee or Notes Collateral Agent, as the case may be, at its Corporate Trust Office.


 


Any notice or communication to a Holder will be
mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery
to its address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder or any defect in it
will not affect its sufficiency with respect to other Holders.


 






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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, except in the case of notices or
communications given to the Trustee or Notes Collateral Agent, which shall be effective only upon actual receipt by the Trustee or Notes
Collateral Agent, as the case may be, at its Corporate Trust Office.


 


If the Issuer mails a notice or communication to
Holders, it will mail a copy to the Trustee and each Agent at the same time.


 


The Trustee agrees to accept and act upon instructions
or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods,
provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions
or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced
whenever a person is to be added or deleted from the listing. The Trustee shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Trustee’s reasonable reliance upon and compliance with such instructions notwithstanding such instructions
conflict or are inconsistent with a subsequent written instruction.


 


Notwithstanding any other provision of this Indenture
or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption or purchase) to a Holder
of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC (or its designee) pursuant to
the standing instructions from DTC or its designee.


 


		Section 13.02	Certificate
and Opinion as to Conditions Precedent.



 


Upon any request or application by the Issuer or
a Guarantor to the Trustee or the Notes Collateral Agent to take any action under this Indenture or the other Note Documents, the Issuer
or such Guarantor, as applicable, shall furnish to the Trustee and if such action relates to the Security Documents or Intercreditor Agreements,
the Notes Collateral Agent:


 


(1) 
an Officer’s Certificate in form reasonably satisfactory to the Trustee or Notes Collateral Agent, as applicable, (which
must include the statements set forth in Section 13.03 hereof) stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and


 


(2) 
an Opinion of Counsel in form reasonably satisfactory to the Trustee or Notes Collateral Agent, as applicable, (which must include
the statements set forth in Section 13.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants,
if any, provided for in this Indenture relating to the proposed action have been satisfied;


 


provided that (x) no Officer’s Certificate or Opinion
of Counsel will be required to be furnished to the Trustee in connection with the authentication and delivery of the Initial Notes on
the Issue Date and (y) no Opinion of Counsel will be required to be furnished to the Trustee or Notes Collateral Agent in connection with
the execution of any amendment or supplement in the form of Exhibit D adding a new Guarantor under this Indenture or evidencing the release
of a Guarantor pursuant to Section 10.07 hereof.


 


		Section 13.03	Statements
Required in Certificate or Opinion.



 


Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture must include:


 


(1) 
a statement that the Person making such certificate or opinion has read such covenant or condition;


 


(2) 
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3) 
a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable
him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 






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(4) 
a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied;


 


provided that an issuer of an Opinion of Counsel may rely as
to matters of fact on an Officer’s Certificate or a certificate of a public official.


 


		Section 13.04	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 13.05	No
Personal Liability of Directors, Officers, Employees and Equity Holders, including Members.



 


No manager, managing director, director, officer,
employee, incorporator or equity holder, including members, of the Issuer, any Subsidiary or any direct or indirect parent of the Issuer,
as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, this Indenture, the Note Guarantees,
the Security Documents, the Intercreditor Agreements or for any claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part
of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities
laws.


 


		Section 13.06	Governing
Law.



 


THE LAWS OF THE STATE OF NEW YORK WILL GOVERN AND
BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


		Section 13.07	Consent
to Jurisdiction.



 


Any legal suit, action or proceeding arising out
of or based upon this Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of
America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively,
the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction of such courts in any such
suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute
or rule of court) to such party’s address set forth in Section 13.01 hereof shall be effective service of process for any suit,
action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of
venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead
or claim any such suit, action or other proceeding has been brought in an inconvenient forum. Notwithstanding the foregoing, the Trustee
or Notes Collateral Agent may bring an action against the Issuer in any other jurisdiction of its choosing.


 


		Section 13.08	No
Adverse Interpretation of Other Agreements.



 


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


 






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		Section 13.09	Successors.



 


All agreements of the Issuer in this Indenture
and the Notes will bind its successors. All agreements of the Trustee or Notes Collateral Agent in this Indenture will bind its respective
successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.07
hereof.


 


		Section 13.10	Severability.



 


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


 


		Section 13.11	Counterpart
Originals.



 


The parties may sign any number of copies of this
Indenture. Each signed copy will be an original, but all of them together represent the same agreement. Delivery of an executed counterpart
of a signature page to this Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed
counterpart of this Indenture. This Indenture may be in the form of an Electronic Record (as defined below) and may be executed using
Electronic Signatures (as defined below) (including, without limitation, facsimile and.pdf) and shall be considered an original, and
shall have the same legal effect, validity and enforceability as a paper record. “Electronic Record” and “Electronic
Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.


 


		Section 13.12	Table
of Contents, Headings, etc.



 


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


 


		Section 13.13	Force
Majeure.



 


In no event shall the Trustee or Notes Collateral
Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation, act or provision of any present or future law or regulation or
governmental authority, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware)
services or unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility; it being understood that
the Trustee and Notes Collateral Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 


		Section 13.14	Waiver
of Jury Trial.



 


THE ISSUER, THE GUARANTORS (IF ANY) AND THE TRUSTEE,
AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, 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, THE NOTE GUARANTEES OR
THE TRANSACTION CONTEMPLATED HEREBY.


 


		Section 13.15	No
Qualification Under the Trust Indenture Act.  



 


This Indenture is not qualified under the TIA and,
accordingly, the TIA shall not apply to or in any way govern the terms of this Indenture.


 


		Section 13.16	 
Days Other than Business Days.  



 


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 such payment for the intervening period.
If a regular record date is not a Business Day, the record date shall not be affected.


 


[Signatures on following page]


 




    -130-


     


    


 


SIGNATURES


 


Dated as of April 1, 2021


 


	 	NESCO HOLDINGS II, INC., as the Issuer
	 	 	 	 
	 	By:	/s/ Lee Jacobson
	 	 	Name:	Lee Jacobson
	 	 	Title:	Chief Executive Officer and Director
	 	 	 	 
	 	GUARANTORS:
	 	 
	 	NESCO FINANCE CORPORATION
	 	 	 	 
	 	By:	/s/ Lee Jacobson
	 	 	Name:	Lee Jacobson
	 	 	Title:	Chief Executive Officer and Director
	 	 	 	 
	 	NESCO, LLC
	 	 	 	 
	 	By:	/s/ Lee Jacobson
	 	 	Name:  	Lee Jacobson
	 	 	Title:	Chief Executive Officer and Director
	 	 	 	 
	 	CAPITOL INVESTMENT MERGER SUB 2, LLC
	 	 	 	 
	 	By:	/s/ Lee Jacobson
	 	 	Name:	Lee Jacobson
	 	 	Title:	Chief Executive Officer and Director



 


[Signature Page to Indenture]


 



     


     


    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent
	 	 	 	 
	 	By:	/s/ Barry D. Somrock
	 	 	Name:  	Barry D. Somrock
	 	 	Title:	Vice President



 


[Signature Page to Indenture]


 




     


     


    


 


EXHIBIT A


 


FORM OF 144A AND REGULATION S 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: [64083Y AA9] [U64064 AA3]


ISIN: [US64083YAA91] [USU64064AA34]


 


5.500% Senior Secured Second Lien Note due 2029


 


	No.	$_________________



 


NESCO HOLDINGS II, INC.


 


promises to pay to _________________________ or registered assigns,
the principal sum of ___________________________________________________________ DOLLARS [or such other principal sum as shall be set
forth in the Schedule of Exchanges of Interests in the Global Note attached hereto]1


 


on April 15, 2029.


 


Interest Payment Dates: April 15 and October 15


 


Record Dates: April 1 and October 1


 


Dated: _______________


 





 






		1	Insert in Global Notes only.



 






    A-2


     


    

 


	 	NESCO HOLDINGS II, INC.
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	
	 	 	Name:	 
	 	 	Title:	 



 


This is one of the Notes referred to in the

within-mentioned Indenture:


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,


as Trustee


 


	By:	 	 
	 	Authorized Signatory	 
	 	 	 
	 	 	 
	Dated:	 	 



 



    A-3


     


    


 


Back of Note

5.500% Senior Secured Second Lien Note due 2029


 


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


 


(1) INTEREST.
NESCO HOLDINGS II, INC., a corporation organized under the laws of Delaware (the “Issuer”), or its respective successors,
promises to pay or cause to be paid interest on the principal amount of this Note at the rate of 5.500% per annum from April 1, 2021 until
maturity. The Issuer will pay interest semi-annually in arrears on April 15 and October 15 of each year commencing October 15, 2021 (each,
an “Interest Payment Date”), or if any such day is not a Business Day, on the next succeeding Business Day to the Holders
of record as of the close of business on the immediately preceding April 1 and October 1 (whether or not a Business Day). Interest on
the Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid
or duly provided for, from the date of original issuance of the Notes.


 


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 (except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on April 1 and October 1 (whether or not a Business Day) immediately preceding the Interest Payment Date, even
if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of
the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest (and defaulted
interest, if any), if any, at the office or agency of the Paying Agent and Registrar within the contiguous United States, or, at the option
of the Issuer, payment of interest, if any, due on an Interest Payment Date may be made by check mailed to the Holders at their addresses
set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with
respect to principal of, premium, if any, on, and interest, if any, on, all Global Notes and, with respect to interest due on an Interest
Payment Date, all other Notes the Holders of which will have provided wire transfer instructions to the Paying Agent at least fifteen
(15) Business Days prior to the Interest Payment Date. Such payments will be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private debts.


 


(3) PAYING
AGENT AND REGISTRAR. Initially, Wilmington Trust, National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Issuer may change the Paying Agent or Registrar without prior notice to the Holders of the Notes. The Issuer or any
of its Subsidiaries may act as Paying Agent or Registrar.


 


(4) INDENTURE.
The Issuer issued the Notes under an Indenture dated as of April 1, 2021 (the “Indenture”) among the Issuer, the
Guarantors party thereto from time to time, the Trustee and the Notes Collateral Agent. The terms of the Notes include those stated in
the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern
and be controlling. The Notes are secured obligations of the Issuer. The Indenture does not limit the aggregate principal amount of Notes
that may be issued thereunder.


 


(5) OPTIONAL
REDEMPTION.


 


(a) At
any time prior to April 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes
(calculated after giving effect to the issuance of any Additional Notes) issued under the Indenture at a redemption price equal to 105.500%
of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including)
the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment
Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:


 


(1) at
least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $100.0 million
aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each
such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of the Indenture); and


 






    A-4


     


    

 


(2) the
redemption occurs within 180 days of the date of the closing of such Equity Offering.


 


(b) At
any time prior to April 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price
equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and
accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders
of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.


 


(c) At
any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset
Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer
or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining
Notes of such series at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not
included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption,
subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or
prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes
have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or
managed by an Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.


 


(d)  Prior
to April 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up
to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption
price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including)
the redemption date (subject to the right of Holders of Notes on the relevant record date to receive interest due on the relevant interest
payment date falling on or prior to the redemption date); provided that in any given calendar year, any amount not utilized pursuant
to this paragraph in any calendar year may be carried forward to subsequent calendar years.


 


(e) Except
pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to April 15, 2024.


 


(f) On
or after April 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed
as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including)
the applicable date of redemption, if redeemed during the 12-month period beginning on April 15 of the years indicated below, subject
to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the
redemption date:


 


	Year	 	Percentage	 
	 	 	 	 
	2024	 	 	102.750	%
	2025	 	 	101.375	%
	2026 and thereafter	 	 	100.000	%




 


(g) 
In connection with any redemption of Notes (including with net cash proceeds of an Equity Offering), any such redemption may, at
the Issuer’s discretion, be performed by another Person and/or be subject to one or more conditions precedent. In addition, if such
redemption or notice is subject to satisfaction of one or more conditions precedent, such notice 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 by the Issuer
in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such
conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption
date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended
if such conditions precedent have not been met, by providing notice to the Holders of Notes. Notes called for redemption become due on
the applicable redemption date (as such date may be extended or delayed).


 






    A-5


     


    

 


Unless the Issuer defaults in the payment of the
redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date
(whether or not a Business Day).


 


(6) MANDATORY
REDEMPTION. The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


(7) REPURCHASE
AT THE OPTION OF HOLDER.


 


(a) If
a Change of Control occurs, the Issuer may be required to offer to repurchase the Notes as required by the Indenture.


 


(b) Following
the occurrence of certain Asset Sales, the Issuer may be required to offer to repurchase a certain amount of the Notes as required by
the Indenture.


 


(8) NOTICE
OF REDEMPTION. Notices for redemption shall be as set forth in Section 3.03 of the Indenture.


 


(9) DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form in minimum denominations of $2,000 and integral multiples of $1,000
in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a
transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuer need not exchange or register the transfer of
any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the
Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.


 


(10) PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights
under the Indenture.


 


(11) AMENDMENT,
SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes or any Note Guarantee may be amended, supplemented
or waived in accordance with Article 9 of the Indenture.


 


(12) DEFAULTS
AND REMEDIES. The Notes are subject to the Defaults and Events of Default set forth in Article 6 of the Indenture. The Issuer is required
to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, upon becoming aware
of any Default or Event of Default (unless such Default or Event of Default has been cured or waived), to deliver to the Trustee a statement
specifying such Default or Event of Default as further provided in Section 4.04 of the Indenture.


 


(13) TRUSTEE
DEALINGS WITH ISSUER. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services
for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not the Trustee.


 






    A-6


     


    

 


(14) NO
RECOURSE AGAINST OTHERS. No manager, managing director, director, officer, employee, incorporator or equity holder, including members,
of the Issuer, Holdings, any Subsidiary or any direct or indirect parent of the Issuer, as such, will have any liability for any obligations
of the Issuer or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal
securities laws.


 


(15) AUTHENTICATION.
This Note will not be valid until authenticated by the manual signature of an authorized signatory of the Trustee or an authenticating
agent.


 


(16) ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=tenants
by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).


 


(17) CUSIP
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the 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.


 


(18) GOVERNING
LAW. THE LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY.


 


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


 


Nesco Holdings, Inc.


7701 Independence Ave.


Kansas City, MO 64125


Facsimile No.: (816) 241-4888


Contact: Brad Meader, Chief Financial Officer


 




    A-7


     


    


 


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  ___________________________________________________________________________
attorney to transfer this Note on the books of the Issuer. The attorney 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-8


     


    


 


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 Section 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 the 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:


 


$___________ ($2,000 or an integral multiple of $1,000 in excess thereof,
provided that the unpurchased portion of the Note shall be in a minimum principal amount of $2,000.)


 


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



 


	 	 	 	Tax Identification No.: 	 


 


Signature Guarantee*: ______________________________________


 


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



 




    A-9


     


    


 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE1


 


The following exchanges of a part of this Global
Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note
for an interest in this Global Note, have been made:


 


	 	Date of
 Exchange/Transfer	 	 	Amount of decrease in Principal Amount of this Global Note	 	Amount of increase in Principal Amount of this Global Note	 	Principal Amount of this Global Note following such decrease (or increase)	 	Signature of authorized signatory of Trustee or Custodian
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 




 


 





 






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



 




    A-10


     


    


 


EXHIBIT B


 


[FORM OF CERTIFICATE OF TRANSFER]


 


Nesco Holdings, Inc.


6714 Pointe Inverness Way, Suite 220


Fort Wayne, Indiana 46804


Attention: Legal Department


 


Wilmington Trust, National Association


50 South Sixth Street, Suite 1290


Minneapolis, Minnesota 55402


Facsimile No.: (612) 217-5651


Attention: Nesco Holdings, Inc. Notes Administrator


 


		Re:	5.500% Senior Secured Second Lien Notes due 2029



 


Reference is hereby made to the Indenture, dated
as of April 1, 2021 (the “Indenture”), among NESCO Holdings II, Inc., a corporation organized under the laws of the
state of Delaware (the “Issuer”), the Guarantors party thereto from time to time and Wilmington Trust, National Association,
as Trustee and Notes Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.


 


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


 


[CHECK ALL THAT APPLY]


 


1. ☐
Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant
to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest
or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive
Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting
the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United
States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global
Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.


 


2. ☐
Check if Transferee will take delivery of a beneficial interest in the Regulation S Temporary Global Note, the Regulation S Permanent
Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance
with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is
not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for
the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated
in the Private Placement Legend printed on the Regulation S Permanent Global Note, the Regulation S Temporary Global Note and/or the Restricted
Definitive Note and in the Indenture and the Securities Act.


 






    B-1


     


    

 


3. ☐
Check and complete if Transferee will take delivery of a beneficial interest in a Restricted Definitive Note pursuant to any provision
of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further
certifies that (check one):


 


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


 


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 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 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.


 




    B-2


     


    


 


This certificate and the statements contained herein
are made for your benefit and the benefit of the Issuer.


 


	 	 	 	 
	 	 	 	[Insert Name of Transferor]
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	Dated: 	 	 	 	 



 




    B-3


     


    


 


ANNEX A TO CERTIFICATE OF TRANSFER


 


		1.	The Transferor owns and proposes to transfer the following:



 


[CHECK ONE OF (a) OR (b)]


 


		(a)	☐ a beneficial interest in the:



 


		(i)	☐ 144A Global Note (CUSIP ________), or



 


		(ii)	☐ Regulation S Global Note (CUSIP ________), or



 


		(b)	☐ a Restricted Definitive Note.



 


		2.	After the Transfer the Transferee will hold:



 


[CHECK ONE]


 


		(a)	☐ a beneficial interest in the:



 


		(i)	☐ 144A Global Note (CUSIP ________), or



 


		(ii)	☐ Regulation S Global Note (CUSIP ________), or



 


		(b)	☐ a Restricted Definitive Note;



 


		(c)	☐ an Unrestricted Definitive Note;



 


in accordance with the terms of the Indenture.


 




    B-4


     


    


 


EXHIBIT C


 


[FORM OF CERTIFICATE OF EXCHANGE]


 


Nesco Holdings, Inc.


6714 Pointe Inverness Way, Suite 220


Fort Wayne, Indiana 46804


Attention: Legal Department


 


Wilmington Trust, National Association


50 South Sixth Street, Suite 1290


Minneapolis, Minnesota 55402

Facsimile No.: (612) 217-5651


Attention: Nesco Holdings, Inc. Notes Administrator


 


 


		Re:	5.500% Senior Secured Second Lien Notes due 2029



 


(CUSIP __________)


 


Reference is hereby made to the Indenture, dated
as of April 1, 2021 (the “Indenture”), among Nesco Holdings, Inc., a corporation organized under the laws of the state
of Delaware (the “Issuer”), the Guarantors party thereto from time to time and Wilmington Trust, National Association,
as Trustee and Notes Collateral Agent. 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 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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1. Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes.


 


(a) ☐
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.


 


(b) ☐
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.


 




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This certificate and the statements contained herein
are made for your benefit and the benefit of the Issuer.


 





	 	 	 	 
	 	 	 	[Insert Name of Transferor]
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	Dated: 	 	 	 	 


 




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EXHIBIT D


 


☐ SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of ________________, between _______________________ (the “Guaranteeing Subsidiary”),
a subsidiary of NESCO Holdings II, Inc., a corporation organized under the laws of the state of Delaware (the “Issuer”),
and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity,
the “Notes Collateral Agent”) under the Indenture referred to below.


 


WITNESSETH


 


WHEREAS, the Issuer has heretofore executed and
delivered to the Trustee and Notes Collateral Agent an indenture (as it may be amended, restated, supplemented or otherwise modified from
time to time, the “Indenture”), dated as of April 1, 2021, providing for the issuance of 5.500% 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 “Note Guarantee”);


 


WHEREAS, pursuant to Section 9.01 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of Holders of the Notes; and


 


NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


1. CAPITALIZED
TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


2. GUARANTEE.


 


(a) Each
Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject
to all of the obligations and agreements of a Guarantor under the Indenture, effective upon the execution and delivery of this Supplemental
Indenture.


 


(b) The
Guaranteeing Subsidiary hereby provides an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee
and in the Indenture including but not limited to Article 10 thereof.


 


[To include any local law limitations
of the jurisdiction of organization of such Guaranteeing Subsidiary if not already included in the Indenture]


 


3. NO
RECOURSE AGAINST OTHERS. No manager, managing director, director, officer, employee, incorporator or equity holder, including members,
of the Issuer, any Subsidiary or any direct or indirect parent of the Issuer, as such, will have any liability for any obligations of
the Issuer or the Guarantors under the Notes, the Indenture, the Note Guarantees, the Security Documents, the Intercreditor Agreements
or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting
a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes. 
The waiver may not be effective to waive liabilities under the federal securities laws.


 






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4. NEW
YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.


 


5. COUNTERPARTS.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile, email
or other electronic means shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture. This Supplemental
Indenture may be in the form of an Electronic Record (as defined below) and may be executed using Electronic Signatures (as defined below)
(including, without limitation, facsimile and.pdf) and shall be considered an original, and shall have the same legal effect, validity
and enforceability as a paper record. “Electronic Record” and “Electronic Signature” shall have
the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.


 


6. EFFECT
OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


7. THE
TRUSTEE AND NOTES COLLATERAL AGENT. Neither the Trustee nor the Notes Collateral Agent shall 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 and statements contained
herein, all of which recitals are made solely by the Guaranteeing Subsidiary, and the Trustee and Notes Collateral Agent assume no responsibility
for their correctness.


 


8. BENEFITS
ACKNOWLEDGED. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions 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.


 


9. SUCCESSORS.
All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except as otherwise provided in
the Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.


 


10. RATIFICATION
OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound
hereby.


 




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


 


	Dated:	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	[GUARANTEEING SUBSIDIARY]
	 	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Title:	 
	 	 	 	 	 	 
	 	 	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent
	 	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Title:	 



 




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EXHIBIT E


 


[FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP]


 


Wilmington Trust, National Association


50 South Sixth Street, Suite 1290


Minneapolis, Minnesota 55402

Facsimile No.: (612) 217-5651


Attention: Nesco Holdings, Inc. Notes Administrator


 


 


		Re:	$920,000,000 aggregate principal amount of 5.500% Senior Secured Second Lien Notes due 2029 (the “Notes”) of NESCO
Holdings II, Inc., a corporation organized under the laws of the state of Delaware (the “Issuer”)



 


Ladies and Gentlemen:


 


This is to certify that based solely on certifications
we have received in writing, by tested telex or by electronic transmission from institutions appearing in our records as persons being
entitled to a portion of the principal amount of Notes represented by a Regulation S Temporary Global Note issued under the Indenture,
dated as of April 1, 2021, between the Issuer, the guarantors party thereto from time to time, and Wilmington Trust, National Association,
as trustee and collateral agent, as supplemented, that as of the date hereof, $__________ principal amount of Notes represented by the
Regulation S Temporary Global Note being submitted herewith for exchange is beneficially owned by persons that are either (i) non-U.S.
persons (within the meaning of Regulation S under the Securities Act of 1933, as amended) or (ii) U.S. persons that purchased the Notes
in a transaction that did not require registration under the Securities Act of 1933, as amended.


 


We further certify that (i) we are not submitting
herewith for exchange any portion of such Regulation S Temporary Global Note excepted in such certifications and (ii) as of the date hereof
we have not received any notification from any institution to the effect that the statements made by such institution with respect to
any portion of such Regulation S Temporary Global Note submitted herewith for exchange are no longer true and cannot be relied upon as
of the date hereof.


 


You and the Issuer are entitled to rely upon this
certificate and are irrevocably authorized to produce this certificate or a copy hereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered hereby.


 




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	 	 	 	Yours faithfully,
	 	 	 	 
	 	 	 	[Name of DTC Participant]
	 	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Title:	 
	 	 	 	 	Address:	 
	 	 	 	 	 	 
	Date:	 	 	 	 	 



 




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EXHIBIT F


 


[FORM OF PARI PASSU INTERCREDITOR AGREEMENT]


 


[see attached]


 


 


F-1