Exhibit 4.1


 


Execution Version





 





	 




 


 


INTERVAL ACQUISITION CORP.,

as Issuer


 


The Guarantors party hereto


 


and


 


HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee


 


 


INDENTURE


 


 


Dated as of April 10, 2015


 


5.625% Senior Notes due 2023


 


 





	 




 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	PAGE
	 	 	 
	 	ARTICLE 1	 
	 	 	 
	 	DEFINITIONS AND INCORPORATION BY REFERENCE	 
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	30
	Section 1.03	Incorporation by Reference of Trust Indenture Act	31
	Section 1.04	Rules of Construction	31
	 	 	 
	 	ARTICLE 2	 
	 	 	 
	 	THE NOTES	 
	 	 	 
	Section 2.01	Amount of Notes	32
	Section 2.02	Form and Dating	32
	Section 2.03	Execution and Authentication	32
	Section 2.04	Registrar and Paying Agent	33
	Section 2.05	Paying Agent to Hold Money in Trust	34
	Section 2.06	Noteholder Lists	34
	Section 2.07	Replacement Notes	34
	Section 2.08	Outstanding Notes	34
	Section 2.09	Temporary Notes	34
	Section 2.10	Cancellation	35
	Section 2.11	Defaulted Interest	35
	Section 2.12	CUSIP, ISIN or Common Code Numbers	35
	 	 	 
	 	ARTICLE 3	 
	 	 	 
	 	REDEMPTION	 
	 	 	 
	Section 3.01	Notices to Trustee	35
	Section 3.02	Selection of Notes to be Redeemed	35
	Section 3.03	Notice of Redemption	35
	Section 3.04	Effect of Notice of Redemption	36
	Section 3.05	Deposit of Redemption Price	36
	Section 3.06	Notes Redeemed in Part	37
	Section 3.07	Optional Redemption	37
	 	 	 
	 	ARTICLE 4	 
	 	 	 
	 	COVENANTS	 
	 	 	 
	Section 4.01	Covenant Suspension	37
	Section 4.02	Payment of Notes	38
	Section 4.03	Reports	38
	Section 4.04	Limitation on Debt	39
	Section 4.05	Limitation on Restricted Payments	42


 




    	-i-



    	 



    

 


	 	 	PAGE
	 	 	 
	Section 4.06	Limitation on Liens	46
	Section 4.07	Limitation on Asset Sales	46
	Section 4.08	Limitation on Restrictions on Distributions from Restricted Subsidiaries	49
	Section 4.09	Limitation on Transactions with Affiliates	50
	Section 4.10	Designation of Restricted and Unrestricted Subsidiaries	52
	Section 4.11	Limitation on Sale and Leaseback Transactions	53
	Section 4.12	Change of Control	54
	Section 4.13	Further Instruments and Acts.	55
	Section 4.14	Additional Note Guarantees	55
	Section 4.15	Conduct of Business of Receivables Subsidiaries.	56
	Section 4.16	Existence	56
	Section 4.17	Payment of Taxes and other Claims	56
	Section 4.18	Maintenance of Properties and Insurance	56
	Section 4.19	Annual Officer’s Certificate as to Compliance	56
	Section 4.20	Compliance with OFAC Rules and Regulations.	57
	 	 	 
	 	ARTICLE 5	 
	 	 	 
	 	SUCCESSOR ISSUER	 
	 	 	 
	Section 5.01	When Issuer May Merge or Transfer Assets	57
	Section 5.02	When Parent Guarantor May Merge or Transfer Assets	58
	Section 5.03	When Subsidiary Guarantors May Merge or Transfer Assets	59
	 	 	 
	 	ARTICLE 6	 
	 	 	 
	 	DEFAULTS AND REMEDIES	 
	 	 	 
	Section 6.01	Events of Default	59
	Section 6.02	Acceleration	61
	Section 6.03	Other Remedies	61
	Section 6.04	Waiver of Past Defaults	62
	Section 6.05	Control by Majority	62
	Section 6.06	Limitation on Suits	62
	Section 6.07	Rights of Holders to Receive Payment	62
	Section 6.08	Collection Suit by Trustee	63
	Section 6.09	Trustee May File Proofs of Claim	63
	Section 6.10	Priorities	63
	Section 6.11	Undertaking for Costs	63
	Section 6.12	Waiver of Stay or Extension Laws	63
	Section 6.13	Restoration of Rights and Remedies	64
	Section 6.14	Rights and Remedies Cumulative	64
	Section 6.15	Delay or Omission Not Waiver	64
	 	 	 
	 	ARTICLE 7	 
	 	 	 
	 	TRUSTEE	 
	 	 	 
	Section 7.01	Duties of Trustee	64
	Section 7.02	Rights of Trustee	65
	Section 7.03	Individual Rights of Trustee	67


 




    	-ii-



    	 



    

 


	 	 	PAGE
	 	 	 
	Section 7.04	Trustee’s Disclaimer	67
	Section 7.05	Notice of Defaults	67
	Section 7.06	Reports by Trustee to Holders	67
	Section 7.07	Compensation and Indemnity	68
	Section 7.08	Replacement of Trustee	68
	Section 7.09	Successor Trustee by Merger	69
	Section 7.10	Eligibility; Disqualification	69
	Section 7.11	Preferential Collection of Claims Against Issuer	69
	 	 	 
	 	ARTICLE 8	 
	 	 	 
	 	DISCHARGE OF INDENTURE; DEFEASANCE	 
	 	 	 
	Section 8.01	Discharge of Liability on Notes; Defeasance	69
	Section 8.02	Conditions to Defeasance	70
	Section 8.03	Application of Trust Money	71
	Section 8.04	Repayment to Issuer	71
	Section 8.05	Indemnity for U.S. Government Obligations	71
	Section 8.06	Reinstatement	72
	 	 	 
	 	ARTICLE 9	 
	 	 	 
	 	AMENDMENTS	 
	 	 	 
	Section 9.01	Without Consent of Holders	72
	Section 9.02	With Consent of Holders	73
	Section 9.03	Compliance with Trust Indenture Act	74
	Section 9.04	Revocation and Effect of Consents and Waivers	74
	Section 9.05	Notation on or Exchange of Notes	74
	Section 9.06	Trustee to Sign Amendments	74
	Section 9.07	Payment for Consent	74
	 	 	 
	 	ARTICLE 10	 
	 	 	 
	 	GUARANTEES	 
	 	 	 
	Section 10.01	The Guarantees	75
	Section 10.02	Guarantee Unconditional	75
	Section 10.03	Discharge; Reinstatement	75
	Section 10.04	Waiver by the Guarantors	76
	Section 10.05	Subrogation and Contribution	76
	Section 10.06	Stay of Acceleration	76
	Section 10.07	Limitation on Amount of Guarantee	76
	Section 10.08	Execution and Delivery of Guarantee	76
	Section 10.09	Release of Guarantee	76


 




    	-iii-



    	 



    

 


	 	 	PAGE
	 	 	 
	 	ARTICLE 11	 
	 	 	 
	 	[RESERVED]	 
	 	 	 
	 	ARTICLE 12	 
	 	 	 
	 	MISCELLANEOUS	 
	 	 	 
	Section 12.01	Trust Indenture Act Controls	77
	Section 12.02	Notices	77
	Section 12.03	Communication by Holders with Other Holders	78
	Section 12.04	Certificate and Opinion as to Conditions Precedent	78
	Section 12.05	Statements Required in Certificate or Opinion	78
	Section 12.06	When Notes Disregarded	79
	Section 12.07	Rules by Trustee, Paying Agents and Registrar	79
	Section 12.08	Business Days	79
	Section 12.09	Governing Law/Waiver of Trial by Jury; Submission to Jurisdiction	79
	Section 12.10	No Recourse Against Others	79
	Section 12.11	Successors	79
	Section 12.12	Multiple Originals	79
	Section 12.13	Table of Contents; Headings	80
	Section 12.14	Force Majeure	80
	Section 12.15	U.S.A. Patriot Act	80
	Section 12.16	FATCA	80


 


Appendix A - Provisions Relating to Initial Notes and Exchange
Notes


 


SCHEDULE AND EXHIBIT INDEX


 


	Schedule I	–	Subsidiary Guarantors
	 	 	 
	Exhibit A	–	Form of Initial Note
	Exhibit B	–	Form of Supplemental Indenture
	Exhibit C	–	Form of Transferee Letter of Representation


 




    	-iv-



    	 



    

 


CROSS-REFERENCE TABLE


 


	TIA Section	Indenture Section
	 	 	 
	310	(a)(1)	7.10
	 	(a)(2)	7.10
	 	(a)(3)	N.A.
	 	(a)(4)	N.A.
	 	(b)	7.08; 7.10
	 	(c)	N.A.
	311	(a)	7.11
	 	(b)	7.11
	 	(c)	N.A.
	312	(a)	2.06
	 	(b)	12.03
	 	(c)	12.03
	313	(a)	7.06
	 	(b)(1)	N.A.
	 	(b)(2)	7.06
	 	(c)	7.06; 12.02
	 	(d)	7.06
	314	(a)(1)	4.03
	 	(a)(2)	4.03
	 	(a)(3)	4.03; 12.02
	 	(a)(4)	4.19
	 	(b)	N.A.
	 	(c)(1)	12.04
	 	(c)(2)	12.04
	 	(c)(3)	N.A.
	 	(d)	N.A.
	 	(e)	12.05
	315	(a)	7.01
	 	(b)	7.05
	 	(c)	7.01
	 	(d)	7.01
	 	(e)	6.11
	316	(a) (last sentence)	12.06
	 	(a)(1)(A)	6.05
	 	(a)(1)(B)	6.04
	 	(a)(2)	N.A.
	 	(b)	6.07
	317	(a)	(1)6.08
	 	(a)(2)	6.09
	 	(b)	2.05
	318	(a)	12.01


 


N.A. means not applicable.


 


Note: This Cross-Reference Table shall not, for any purposes,
be deemed to be part of this Indenture.


 




    	-v-



    	 



    

 


INDENTURE, dated as of April 10, 2015, among
INTERVAL ACQUISITION CORP., a Delaware corporation (the “Issuer”), Interval Leisure Group, Inc., a Delaware
corporation (“Parent Guarantor”), the subsidiary guarantors listed on Schedule I hereto (the “Subsidiary
Guarantors” and, together with Parent, the “Guarantors”) and HSBC BANK USA, NATIONAL ASSOCIATION,
as Trustee (the “Trustee”).


 


RECITALS


 


The Issuer has duly authorized the execution
and delivery of the Indenture to provide for the issuance on the date hereof of $350,000,000 aggregate principal amount of the
Issuer’s 5.625% Senior Notes due 2023 (the “Original Notes”), together with any Exchange Notes (as defined
in Appendix A hereto) issued therefor as provided herein (the Original Notes, any Additional Notes (as defined below) and the Exchange
Notes, together referred to herein as the “Notes”). All things necessary to make the Indenture a valid agreement
of the Issuer, in accordance with its terms, have been done, and the Issuer has done all things necessary to make the Notes, when
executed by the Issuer and authenticated and delivered by the Trustee and duly issued by the Issuer, the valid obligations of the
Issuer as hereinafter provided.


 


In addition, the Guarantors party hereto
have duly authorized the execution and delivery of the Indenture as guarantors of the Notes. All things necessary to make the Indenture
a valid agreement of each Guarantor, in accordance with its terms, have been done, and each Guarantor has done all things necessary
to make the Guarantees, when the Notes are executed by the Issuer and authenticated and delivered by the Trustee and duly issued
by the Issuer, the valid obligations of such Guarantor as hereinafter provided.


 


This Indenture is subject to, and will be
governed by, the provisions of the TIA (as defined below) that are required to be a part of and govern indentures qualified under
the TIA.


 


THIS INDENTURE WITNESSETH


 


For and in consideration of the premises
and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit
of all Holders, as follows:


 


ARTICLE 1



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01         Definitions.


 


“Accounts Receivable Facilities”
means the transactions contemplated by the Accounts Receivable Facility Documents pursuant to which the Designated Notes Parties
sell Time Share Receivables to a Receivables Subsidiary for resale by such Receivables Subsidiary as part of a customary asset
securitization or similar financing transaction involving Time Share Receivables, the obligations of which are non-recourse (except
for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer and
its Subsidiaries (other than a Receivables Subsidiary) and as to which neither the Issuer nor any of its Subsidiaries (other than
a Receivables Subsidiary) provides credit support of any kind.


 


“Accounts Receivable Facility Documents”
means the pooling and servicing agreement, the receivables purchase agreement and each of the other documents and agreements entered
into in connection with an Accounts Receivable Facility, as amended, supplemented, modified, extended, renewed, restated or refunded
from time to time.


 




    	 



    	 



    

 


“Acquisition” means the
purchase or acquisition (whether in one or a series of related transactions) by any Person of (a) more than fifty percent (50%)
of the Capital Stock with ordinary voting power of another Person or (b) all or substantially all of the Property (other than Capital
Stock) of another Person or division or line of business or business unit of another Person, whether or not involving a merger
or consolidation with such Person.


 


“Acquired Debt” means
Debt (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, (2) assumed in
connection with the acquisition of assets from such Person, whether or not Incurred by such Person in connection with such Person
becoming a Restricted Subsidiary of the Issuer or such acquisition or (3) of a Person at the time such Person merges or amalgamates
with or into or consolidates or otherwise combines with the Issuer or any Restricted Subsidiary. Acquired Indebtedness shall be
deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted
Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets
and, with respect to clause (3) of the preceding sentence, on the date of the relevant merger, amalgamation, consolidation or other
combination.


 


“Additional Assets” means:


 


(a)          any
Property (other than cash, cash equivalents, securities and inventory), including any improvements thereto through capital expenditures
or otherwise, to be used, or that is useful, in a Permitted Business;


 


(b)          Capital
Stock of (i) a Person that becomes a Restricted Subsidiary as a result of the acquisition of that Capital Stock by the Issuer or
another Restricted Subsidiary from any Person other than the Issuer or an Affiliate of the Issuer or (ii) any Person that at such
time is a Restricted Subsidiary; provided, however, that, in the case of this clause (b), the Restricted Subsidiary
is primarily engaged in a Permitted Business; or


 


(c)          all
or substantially all of the assets of a Permitted Business.


 


“Additional Interest”
means additional interest owed to the Holders pursuant to a Registration Rights Agreement (as defined in Appendix A).


 


“Additional Notes” means
any Notes issued under the Indenture in addition to the Original Notes, including any Exchange Notes issued in exchange for such
Additional Notes, but excluding (i) any Exchange Notes in respect of the Original Notes and (ii) any Notes issued pursuant to Section
2.07, 2.08, 2.09 or 3.06 or Appendix A in respect of the Original Notes.


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
that specified Person.


 


For the purposes of this definition, “control”
when used with respect to any Person means the power to direct the management and policies of that Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.


 


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


 


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


 




    	-2-



    	 



    

 


(b)          
the excess, if any, of (i) the present value on such redemption date of (A) the redemption price of such Note on April 15, 2018
(such redemption price being that described in Section 5 of the Notes), plus (B) all required remaining scheduled interest
payments due on such Note through April 15, 2018 computed using a discount rate equal to the Treasury Rate plus 50 basis points
over (ii) the principal amount of such Note.


 


“Approved Bank” means
(a) any lender under the Credit Agreement, (b) any United States domestic commercial bank of recognized standing having capital
and surplus in excess of $500,000,000 or (c) any bank (or parent thereof) whose short-term commercial paper rating from S&P
is at least A-2 or the equivalent thereof or from Moody’s is at least P-2 or the equivalent thereof.


 


“Asset Sale” means any
direct or indirect sale, lease (other than operating lease entered into in the ordinary course of business), transfer, issuance
or other disposition (or series of related sales, leases, transfers, issuances or dispositions that are part of a common plan)
by the Issuer or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction
(each referred to for the purposes of this definition as a “disposition”), of:


 


(a)          any
shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares),


 


(b)          all
or substantially all the assets of any division or line of business of the Issuer or any Restricted Subsidiary, or


 


(c)          any
other Property of the Issuer or any Restricted Subsidiary outside of the ordinary course of business of the Issuer or such Restricted
Subsidiary,


 


other than, in the case of clause (a), (b) or (c) above,


 


(i)          any
disposition by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary;


 


(ii)         any
disposition that constitutes a Permitted Investment or Restricted Payment permitted by Section 4.05;


 


(iii)        any
disposition effected in compliance with the first paragraph in Section 5.01;


 


(iv)        any
disposition that does not (together with all related dispositions) involve assets having a Fair Market Value or consideration in
excess of $7.5 million;


 


(v)         any
disposition of Cash Equivalents in the ordinary course of business;


 


(vi)        the
creation or Incurrence of a Permitted Lien or any other Lien created or Incurred in compliance with the covenant described in Section
4.06 and dispositions in connection therewith;


 


(vii)       the
issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by the covenant described in Section
4.04;


 


(viii)      a
surrender or waiver of contract rights or a settlement, release or surrender of contract, tort or other claims in the ordinary
course of business;


 




    	-3-



    	 



    

 


(ix)         any
sale or other disposition of Time Share Receivables by the Designated Notes Parties and Receivables Subsidiaries pursuant to, and
in accordance with the terms of, the Accounts Receivable Facility Documents; and


 


(x)          any
sale or other disposition of timeshare interests in real property in the ordinary course of business of the Issuer and its Subsidiaries.


 


“Attributable Debt” in
respect of a Sale and Leaseback Transaction means, at any date of determination,


 


(a)          if
the Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition
of “Capital Lease Obligation” and


 


(b)          in
all other instances, the greater of:


 


(1)         the
Fair Market Value of the Property subject to the Sale and Leaseback Transaction, and


 


(2)         the
present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee
for rental payments during the remaining term of the lease included in the Sale and Leaseback Transaction (including any period
for which the lease has been extended).


 


“Authentication Agent”
means an institution, appointed by the Issuer. The Issuer initially appoints the Trustee as Authentication Agent.


 


“Average Life” means,
as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing:


 


(a)          the
sum of the product of the numbers of years (rounded to the nearest one-twelfth of one year) from the date of determination to the
dates of each successive scheduled principal payment of that Debt or redemption or similar payment with respect to that Preferred
Stock multiplied by the amount of the payment by


 


(b)          the
sum of all payments of this kind.


 


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


 


“Beneficial Owner” means
a beneficial owner as defined in Rule 13d-3 under the Exchange Act, except that:


 


(a)          a
Person will be deemed to be the Beneficial Owner of all shares that the Person has the right to acquire, whether that right is
exercisable immediately or only after the passage of time, and


 


(b)          for
purposes of clause (a) of the definition of “Change of Control,” any “person” or “group” (as
those terms are defined in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing),
including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule
13d-5(b)(1) under the Exchange Act, shall be deemed to be the Beneficial Owners of any Voting Stock of a corporation or other legal
entity held by any other corporation or legal entity (the “parent corporation”), so long as that person or group
Beneficially Owns, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock of that parent
corporation.


 




    	-4-



    	 



    

 


The term “Beneficially Own” shall have a
corresponding meaning.


 


“Board of Directors”
or “Board” means: (1) with respect to a corporation, the board of directors of the corporation or a duly authorized
committee of the board of directors; (2) with respect to a partnership, the board of directors of the general partner of the partnership;
(3) with respect to a limited liability company, the managing member or members or any controlling committee or board of managers
of such company or the Board of Directors of the sole member or the managing member thereof; and (4) with respect to any other
Person, the board or committee of such Person serving a similar function.


 


“Business Day” means
each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or the city in which the
Corporate Trust Office of the Trustee is located are authorized or required by law to close.


 


“Capital Lease Obligation”
means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right
to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for
as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Indenture, the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP and the Stated Maturity thereof will be the date of
the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without
penalty, in each case. For purposes of Section 4.06, a Capital Lease Obligation shall be deemed secured by a Lien on the Property
being leased.


 


“Capital Stock” means,
with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership
interests or any other participation, rights, warrants, options or other interests in the nature of an equity interest in that
Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into that equity interest.


 


“Capital Stock Sale Proceeds”
means the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Issuer from the
issuance or sale (other than to a Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer
or the Subsidiary for the benefit of their employees) by the Issuer of its Capital Stock (other than Disqualified Stock) after
the Issue Date, net of attorneys’ fees, accountants’ fees, initial purchasers’ or placement agents’ fees,
discounts or commissions and brokerage, consultant and other fees actually incurred in connection with the issuance or sale and
net of taxes paid or payable as a result thereof.


 


“Cash Equivalents” means
any of the following types of Investments, to the extent owned by the Issuer or any Restricted Subsidiary: (a) securities issued
or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full
faith and credit of the United States, is pledged in support thereof) having maturities of not more than 24 months from the date
of acquisition, (b) Dollar denominated time deposits, certificates of deposit or bankers’ acceptances of any Approved Bank,
in each case with maturities of not more than 364 days from the date of acquisition, (c) commercial paper and variable or fixed
rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by,
any domestic corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better
by Moody’s, and maturing within 24 months of the date of acquisition, (d) repurchase agreements entered into by any Person
with a bank or trust company (including any of the lenders) or recognized securities dealer having capital and surplus in excess
of $500 million for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected
first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of
at least one hundred percent (100%) of the amount of the repurchase obligations, (e) Investments (classified in accordance with
GAAP as current assets) in money market investment programs registered under the Investment Company Act of 1940 that are administered
by financial institutions having capital of at least $500 million and the portfolios of which are limited to Investments of the
character described in the foregoing subclauses hereof, (f) other short-term investments utilized by the Issuer or any Foreign
Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing,
(g) U.S. Dollars or foreign currencies held from time to time in the ordinary course of business, and (h) interests in any investment
company or money market fund which invests 95% or more of its assets in instruments specified in clauses (a) through (g) above.


 




    	-5-



    	 



    

 


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


 


(a)          any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor
provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of
securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, becomes the ultimate Beneficial Owner, directly or indirectly,
of 50% or more of the total voting power of the Voting Stock of Parent Guarantor; or


 


(b)          the
sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the Property
of Parent Guarantor, the Issuer and the Restricted Subsidiaries, considered as a whole (other than a disposition of assets as an
entirety or virtually as an entirety to a Wholly Owned Restricted Subsidiary) shall have occurred;


 


(c)          during
any period of two consecutive years, individuals who at the beginning of that period constituted the Board of Directors (together
with any new directors whose election or appointment by such Board or whose nomination for election by the shareholders of Parent
Guarantor was approved by a vote of not less than three-fourths of the directors then still in office who were either directors
at the beginning of that period or whose election or nomination for election was previously so approved or by a vote of the shareholders
of Parent Guarantor) cease for any reason to constitute a majority of the Board of Directors then in office; or


 


(d)          the
shareholders of Parent Guarantor shall have approved any plan of liquidation or dissolution of Parent Guarantor.


 


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


 


“Commodity Price Protection Agreement”
means, in respect of a Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement
or arrangement designed to protect that Person against fluctuations in commodity prices.


 




    	-6-



    	 



    

 


“Consolidated EBITDA”
means, for any period, Consolidated Net Income for such period, plus


 


(a)          without
duplication and to the extent deducted (and not added back) in determining such Consolidated Net Income, the sum of:


 


(i)          consolidated
interest expense (and, to the extent not reflected therein, bank and letter of credit fees and costs of surety bonds in connection
with financing activities) for such period (including imputed interest expense in respect of Capital Lease Obligations),


 


(ii)         consolidated
income tax expense for such period,


 


(iii)        all
amounts attributable to depreciation and amortization for such period,


 


(iv)        any
non-cash extraordinary charges for such period,


 


(v)         any
other non-cash charges (other than the write-down or write-off of current assets, any additions to bad debt reserve or bad debt
expense or any accruals for estimated sales discounts, returns or allowances) for such period,


 


(vi)        any
losses for such period attributable to early extinguishment of Debt or obligations under any Swap Agreement,


 


(vii)       the
amount of any restructuring, business optimization costs, charges or reserves (including any unusual or non-recurring operating
expenses directly attributable to the implementation of cost savings initiatives), recruiting fees, fees of restructuring or business
optimization consultants, integration and non-recurring severance, relocation, consolidation, transition, integration or other
similar charges and expenses, contract termination costs, excess pension charges, system establishment charges, start-up or closure
or transition costs, expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets
for alternative uses, fees, expenses or charges relating to curtailments or modifications to pension and post-retirement employee
benefit plans and litigation settlements or losses outside the ordinary course of business), provided that the aggregate
amount added back pursuant to this clause (vii) may not exceed, when aggregated with the amount of any increase for such period
to Consolidated EBITDA pursuant to clause (ii) of the definition of “pro forma,” 10% of Consolidated EBITDA for such
period (prior to giving effect to any increase pursuant to such clause (ii) or this clause (a)(vii)), and minus


 


(b)          without
duplication


 


(i)          to
the extent not deducted in determining such Consolidated Net Income, all cash payments made during such period on account of non-cash
charges that were or would have been added to Consolidated Net Income, and


 


(ii)         to
the extent included in determining such Consolidated Net Income, (A) any extraordinary gains and all non-cash items of income (other
than normal accruals in the ordinary course of business) for such period and (B) any gains for such period attributable to early
extinguishment of Debt or obligations under any Swap Agreement or Hedging Obligation, all determined on a consolidated basis in
accordance with GAAP.


 




    	-7-



    	 



    

 


“Consolidated Fixed Charges”
means, for any period for the Issuer and its consolidated Restricted Subsidiaries, the sum, without duplication, of,


 


(a)          Consolidated
Interest Expense for such period, plus


 


(b)          Disqualified
Stock Dividends paid, accrued or scheduled to be paid or accrued during such period, excluding dividends paid in Qualified Capital
Stock, plus


 


(c)          Preferred
Stock Dividends paid, accrued or scheduled to be paid or accrued during such period, excluding dividends paid in Qualified Capital
Stock.


 


“Consolidated Fixed Charges Coverage
Ratio” means, as of any date of determination, the ratio of:


 


(a)          the
aggregate amount of Consolidated EBITDA for the most recent four consecutive fiscal quarters ending prior to such determination
date for which financial statements are required to be filed pursuant to Section 4.03 to


 


(b)          Consolidated
Fixed Charges for those four fiscal quarters;


 


provided, however, that:


 


(1)         if:


 


(A)         since
the beginning of that period the Issuer or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any
Debt, or


 


(B)         the
transaction giving rise to the need to calculate the Consolidated Fixed Charges Coverage Ratio involves an Incurrence or Repayment
of Debt,


 


Consolidated Fixed
Charges for that period shall be calculated after giving effect on a pro forma basis to that Incurrence or Repayment as if
the Debt was Incurred or Repaid on the first day of that period, provided that, in the event of any Repayment of Debt,
Consolidated EBITDA for that period shall be calculated as if the Issuer or such Restricted Subsidiary had not earned any
interest income actually earned during such period in respect of the funds used to Repay such Debt, and


 


(2)         if:


 


(A)         since
the beginning of that period the Issuer or any Restricted Subsidiary shall have made any Asset Sale or an Investment (by merger
or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property
which constitutes all or substantially all of an operating unit of a business,


 


(B)         the
transaction giving rise to the need to calculate the Consolidated Fixed Charges Coverage Ratio involves an Asset Sale, Investment
or acquisition, or


 


(C)         since
the beginning of that period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Issuer
or any Restricted Subsidiary since the beginning of that period) shall have made such an Asset Sale, Investment or acquisition,


 




    	-8-



    	 



    

 


Consolidated EBITDA for
that period shall be calculated after giving pro forma effect to the Asset Sale, Investment or acquisition as if the Asset Sale,
Investment or acquisition occurred on the first day of that period.


 


If any Debt bears a floating rate of interest
and is being given pro forma effect, the interest expense on that Debt shall be calculated as if the base interest rate in effect
for the floating rate of interest on the date of determination had been the applicable base interest rate for the entire period
(taking into account any Interest Rate Agreement applicable to that Debt if the applicable Interest Rate Agreement has a remaining
term in excess of 12 months). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Issuer
shall be deemed, for purposes of clause (1) above, to have Repaid during that period the Debt of that Restricted Subsidiary to
the extent the Issuer and its continuing Restricted Subsidiaries are no longer liable for that Debt after the sale.


 


“Consolidated Interest Expense”
means, for any period for the Issuer and its Restricted Subsidiaries, the sum of the total interest expense of the Issuer and its
consolidated subsidiaries (calculated without regard to any limitations on the payment thereof) plus, without duplication, the
interest component under capital leases determined on a consolidated basis and amortization of original issue discount resulting
from the issuance of Debt at less than par; provided that there shall be excluded from Consolidated Interest Expense the
following: (a) the amortization of deferred financing, legal and accounting costs with respect to the Credit Agreement and the
notes, (b) the interest expense with respect to Non-Recourse Debt incurred in connection with Accounts Receivable Facilities and
(c) the interest income derived from Time Share Receivables, in each case to the extent the same would otherwise have been included
therein. Consolidated Interest Expense shall be calculated on a pro forma basis.


 


“Consolidated Net Income”
means, for any period, the net income or loss of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded (a) the income of any Person (other than the Issuer)
that is not a Restricted Subsidiary except to the extent of the amount of cash dividends or similar cash distributions actually
paid by such Person to the Issuer or, subject to clauses (b) and (c) below, any of the Restricted Subsidiaries during such period,
(b) the income of, and any amounts referred to in clause (a) above paid to, any Restricted Subsidiary (other than the Issuer or
a Subsidiary Guarantor) to the extent that, on the date of determination, the declaration or payment of cash dividends or similar
cash distributions by such Restricted Subsidiary is restricted by operation of the terms of its organizational documents or any
agreement, instrument, judgment, decree, statute, rule or regulation applicable to such Restricted Subsidiary, (c) the income or
loss of, and any amounts referred to in clause (a) above paid to, any Restricted Subsidiary that is not wholly owned by the Issuer
to the extent such income or loss or such amounts are attributable to the noncontrolling interest in such Restricted Subsidiary,
(d) any (i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards
and any non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable
to deferred compensation plans or trusts, (e) any gain or loss (less all fees and expenses relating thereto) realized upon sales
or other dispositions of assets of the Issuer or such Restricted Subsidiary, other than in the ordinary course of business, (f)
any after-tax effect of income (loss) from the early extinguishment of Debt or Hedging Obligations or other derivative instruments,
(g) the cumulative effect of a change in accounting principles, (h) any net after-tax (x) extraordinary, unusual or nonrecurring
gains or losses and (y) extraordinary, unusual or nonrecurring costs, charges or expenses, (i) any fees, expenses or charges incurred
during such period, or any amortization thereof for such period, in connection with any acquisition, recapitalization, Investment,
Asset Sale, disposition, incurrence or repayment of Debt (including such fees, expenses or charges related to the offering and
issuance of the Notes and other securities and the syndication and incurrence of any Credit Facilities), issuance of Capital Stock,
refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the
Notes and other securities and any Credit Facilities) and any such transaction undertaken but not completed, and any charges or
merger costs incurred during such period as a result of any such transaction (including, for the avoidance of doubt the effects
of expensing all transaction related expenses in accordance with Financial Accounting Standards Board Accounting Standards Codification
Topic No. 805, Business Combinations) and (j) the effects from applying purchase accounting, including applying purchase accounting
to inventory, property and equipment, software and other intangible assets and deferred revenue required or permitted by GAAP and
related authoritative pronouncements, as a result of any other past or future acquisitions or the amortization or write-off of
any amounts thereof.


 




    	-9-



    	 



    

 


Notwithstanding the foregoing, (i) for purposes
of Section 4.05 only, there shall be excluded from Consolidated Net Income any dividends, repayment of loans or advances or other
transfers of assets from Unrestricted Subsidiaries to the Issuer or a Restricted Subsidiary to the extent the dividends, repayments
or transfers increase the amount of Restricted Payments permitted under Section 4.05 pursuant to clause (c)(iv) thereof, and (ii)
any net income (loss) of any Person (other than the Issuer) that is not a Restricted Subsidiary shall be excluded in calculating
Consolidated Net Income, except that the Issuer’s equity in the net income of any such Person for any period shall be included
without duplication, in such Consolidated Net Income up to the aggregate amount of cash distributed by the Person during such period
to the Issuer or a Restricted Subsidiary as a dividend or distribution.


 


“Consolidated Secured Leverage
Ratio” means, as of any date of determination, the ratio of (a) the aggregate amount of all Debt of the Issuer and its
Restricted Subsidiaries (other than Debt under Accounts Receivable Facilities) secured by Liens at the date of determination, (on
a pro forma basis reflecting any Incurrence of Debt and repayment of Debt made on such date) to (b) the aggregate amount of Consolidated
EBITDA for the Issuer for the four full fiscal quarters, treated as one period, ending prior to the date of the transaction (the
“Transaction Date”) giving rise to the need to calculate the Consolidated Secured Leverage Ratio for which financial
statements are required to be filed pursuant to Section 4.03. In addition to and without limitation of the foregoing, for
purposes of this definition, this ratio shall be calculated in a manner consistent with the definition of the “Consolidated
Fixed Charges Coverage Ratio,” including any pro forma calculations.


 


“Consolidated Total Assets”
of any Person as of any date means the total assets of such Person and its Restricted Subsidiaries as of the most recent fiscal
quarter end for which an internal consolidated balance sheet of such Person and its Subsidiaries is available, all calculated on
a consolidated basis in accordance with generally accepted accounting principles.


 


“Corporate Trust Office”
means the designated office of the Trustee at which its corporate trust business shall be administered at any time, and such office
at the date hereof is located at 452 Fifth Avenue, 8E6, New York, New York 10018, Attention: Corporate Trust & Loan Agency.
The Trustee may designate a different office address from time to time by notice to the Holders and the Issuer. Upon any succession
by a successor Trustee, the address shall be the designated corporate trust office of any successor Trustee (or such other address
as such successor Trustee may designate from time to time by notice to the Holders and the Issuer).


 


“Credit Agreement” means
that certain Amended and Restated Credit Agreement, dated as of June 21, 2012, by and among Parent Guarantor, the Issuer, as the
borrower (the “Borrower”), certain subsidiaries of the Borrower party thereto, the lenders and agents party
thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent, as amended by the First Amendment
to Credit Agreement and Incremental Revolving Commitment Agreement, dated April 8, 2014, and the Second Amendment to Credit Agreement
and Incremental Revolving Commitment Agreement, dated November 6, 2014, and the Third Amendment to Credit Agreement and Incremental
Revolving Commitment Agreement, dated on or about the Issue Date, and as further amended, restated, supplemented, modified, renewed,
refunded, replaced (whether at maturity or thereafter) or refinanced from time to time in one or more agreements (in each case
with the same or new agents, lenders or institutional investors).


 




    	-10-



    	 



    

 


“Credit Facilities” means,
with respect to the Issuer or any Restricted Subsidiary, one or more debt facilities (including the Credit Agreement) or commercial
paper facilities with banks or other lenders providing for revolving credit loans, term loans, receivables financing (including
through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such
receivables), letters of credit or bankers’ acceptances or issuances of debt securities evidenced by notes, debentures, bonds
or similar instruments, in each case, as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced (including
by means of sales of debt securities to institutional investors) in whole or in part from time to time (and whether or not with
the original trustee, administrative agent, holders and lenders or another trustee, administrative agent or agents or other holders
or lenders and whether provided under the Credit Agreement or any other credit agreement or other agreement or indenture).


 


“Currency Exchange Protection Agreement”
means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option or other similar agreement
or arrangement designed to protect that Person against fluctuations in currency exchange rates.


 


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


 


“Debt” means, with respect
to any Person on any date of determination (without duplication):


 


(a)          the
principal of and premium (if any) in respect of:


 


(1)         debt
of the Person for money borrowed, and


 


(2)         debt
evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Person is responsible or liable;


 


(b)          all
Capital Lease Obligations of the Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by
the Person;


 


(c)          all
obligations of the Person issued or assumed as the deferred purchase price of Property, all conditional sale obligations of the
Person and all obligations of the Person under any title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business);


 


(d)          all
obligations of the Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit
transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in
clauses (a) through (c) above) entered into in the ordinary course of business of the Person to the extent those letters of credit
are not drawn upon or, if and to the extent drawn upon, the drawing is reimbursed no later than the third Business Day following
receipt by the Person of a demand for reimbursement following payment on the letter of credit);


 


(e)          the
amount of all obligations of the Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary
of the Person, any Preferred Stock (but excluding, in each case, any accrued dividends);


 




    	-11-



    	 



    

 


(f)          all
obligations of the type referred to in clauses (a) through (e) of other Persons and all dividends of other Persons for the payment
of which, in either case, the Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including
by means of any Guarantee;


 


(g)          all
obligations of the type referred to in clauses (a) through (f) of other Persons secured by any Lien on any Property of the Person
(whether or not such obligation is assumed by the Person), the amount of such obligation being deemed to be the lesser of the value
of that Property or the amount of the obligation so secured;


 


(h)          to
the extent not otherwise included in this definition, Hedging Obligations of such Person (the amount of any such obligations to
be equal at any time to the termination value of such agreement or arrangement giving rise to such Obligations that would be payable
by such person at such time); and


 


(i)          all
obligations under any Accounts Receivable Facility to the extent that such obligations are required to be reflected as a liability
on the consolidated balance sheet of the Issuer in accordance with GAAP.


 


The amount of Debt (including, for the avoidance
of doubt, any guarantee) of any Person at any date shall be the outstanding balance at that date of all unconditional obligations
as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent
obligations at that date


 


“Default” means any event
which is, or after notice or passage of time or both would be, an Event of Default.


 


“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 and Cash Equivalents received in connection with a subsequent sale of
such Designated Non-cash Consideration.


 


“Designated Notes Parties”
shall mean the Issuer or any Subsidiary Guarantor that are from time to time party to the Accounts Receivable Facility Documents.


 


“Disposition” or “Dispose”
means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction and any sale or issuance
of Capital Stock in a Restricted Subsidiary but excluding any sale or issuance of Capital Stock in the Issuer) of any Property
by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable
or any rights and claims associated therewith, but excluding, for purposes hereof, (a) Dispositions of obsolete, worn out or no
longer useful property, whether now owned or hereafter acquired, in each case, in the ordinary course of business, (b) Dispositions
of inventory, promotional materials and product displays in the ordinary course of business, (c) Dispositions of equipment to the
extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds
of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of defaulted
receivables in the ordinary course of business for collection, (e) any Involuntary Disposition, and (f) the unwinding of any Hedging
Obligation.


 




    	-12-



    	 



    

 


“Disqualified Stock”
means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:


 


(a)          matures
or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise,


 


(b)          is
or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or


 


(c)          is
convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock,


 


on or prior to, in the case of clause (a), (b) or (c), the date
that is 91 days after the Stated Maturity of the Notes.


 


“Disqualified Stock Dividends”
means all dividends with respect to Disqualified Stock of the Issuer or any Restricted Subsidiary held by Persons other than the
Issuer or a Wholly Owned Restricted Subsidiary. The amount of any dividend of this kind shall be equal to the quotient of the dividend
divided by the difference between one and the maximum statutory consolidated federal, state and local income tax rate (expressed
as a decimal number between 1 and 0) then applicable to the issuer of the Disqualified Stock.


 


“Dollar Equivalent” means,
with respect to any monetary amount in a currency other than U.S. Dollars, at any time for the determination thereof, the amount
of U.S. Dollars obtained by converting such foreign currency involved in such computation into U.S. Dollars at the spot rate for
the purchase of U.S. Dollars with the applicable foreign currency as published by the Federal Reserve Board on the date of such
determination.


 


“Domestic Restricted Subsidiary”
means, a Restricted Subsidiary that is a U.S. Subsidiary.


 


“Equity Offering” means
(i) an underwritten public equity offering of Qualified Capital Stock of the Issuer pursuant to an effective registration statement
under the Securities Act, or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer
in the form of Qualified Capital Stock of the Issuer or (ii) a private equity offering of Qualified Capital Stock of the Issuer,
or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer in the form of Qualified
Capital Stock of the Issuer, other than any public offerings registered on Form S-8.


 


“Event of Default” has
the meaning set forth in Section 6.01.


 


“Exchange Act” means
the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the
SEC thereunder.


 


“Fair Market Value” means,
with respect to any asset or liability, the fair market value of such asset or liability, as determined by an Officer of the Issuer
in good faith.


 


“Foreign Subsidiary”
means any Restricted Subsidiary of the Issuer that is not a U.S. Subsidiary.


 




    	-13-



    	 



    

 


“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, which are in effect on the date of this Indenture, except with respect to any reports or financial information required
to be delivered pursuant to Section 4.03 which shall be prepared in accordance with GAAP as in effect on the date thereof. 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. If at any time the SEC permits or requires U.S. domiciled companies subject
to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, the Issuer may
elect by written notice to the Trustee to so use IFRS in lieu of GAAP 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 and as in effect from time to time (for all other purposes of the Indenture) and (b) for prior
periods, GAAP as defined in the first sentence of this definition.


 


“Global Note” means a
Note in registered global form without interest coupons.


 


“Governmental Authority”
means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national
bodies such as the European Union or the European Central Bank).


 


“Government Obligations”
means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America
or any country that is a member of the European Union on the Issue Date (including any agency or instrumentality thereof) for the
payment of which the full faith and credit of the United States of America or such European Union country is pledged and which
are not callable or redeemable at the Issuer’s option.


 


“Guarantee” means any
obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation,
direct or indirect, contingent or otherwise, of that Person:


 


(a)          to
purchase or pay (or advance or supply funds for the purchase or payment of) the Debt of such other Person (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), or


 


(b)          entered
into for the purpose of assuring in any other manner the obligee against loss in respect of such Debt (in whole or in part);


 


provided, however, that the term “Guarantee”
shall not include:


 


(1)         endorsements
for collection or deposit in the ordinary course of business, or


 


(2)         a
contractual commitment by one Person to invest in another Person for so long as the Investment is reasonably expected to constitute
a Permitted Investment under clause (a), (b) or (h) of the definition of “Permitted Investment.”


 


The term “Guarantee”
used as a verb has a corresponding meaning.


 




    	-14-



    	 



    

 


“Guarantor” shall have
the meaning assigned to such term in the preamble hereto.


 


“Hedging Obligation”
of any Person means any obligation of that Person pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement,
Commodity Price Protection Agreement or any other similar agreement or arrangement.


 


“Holder” or “Noteholder”
means the Person in whose name the Note is registered on the Note register described in Section 2.04.


 


“Incur” means, with respect
to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend,
assume, Guarantee or become liable in respect of that Debt or other obligation or the recording, as required pursuant to GAAP or
otherwise, of any Debt or obligation on the balance sheet of that Person (and “Incurrence” and “Incurred”
shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation
of that Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence
of that Debt; provided further, however, that any Debt or other obligations of a Person existing at the time the
Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by that
Subsidiary at the time it becomes a Subsidiary; and provided further, however, that solely for purposes of determining
compliance with Section 4.04, amortization of debt discount or premium shall not be deemed to be the Incurrence of Debt, provided
that in the case of Debt sold at a discount or at a premium, the amount of the Debt Incurred shall at all times be the aggregate
principal amount at Stated Maturity.


 


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


 


“Independent Financial Advisor”
means an investment banking firm of national standing or any third party appraiser of national standing, provided that the firm
or appraiser is not an Affiliate of the Issuer.


 


“interest”, in respect
of the Notes, unless the context otherwise requires, refers to interest and Additional Interest, if any.


 


“Interest Rate Agreement”
means, for any Person, any interest rate swap agreement, interest rate option agreement or other similar agreement or arrangement
designed to protect against fluctuations in interest rates.


 


“Issuer” means the party
named as the “Issuer” in the first paragraph of this Indenture.


 


“Investment” by any Person
means any direct or indirect loan (other than advances to customers and suppliers in the ordinary course of business that are recorded
as accounts receivable on the balance sheet of that Person), advance or other extension of credit or capital contribution (by means
of transfers of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise)
to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or
other securities or evidence of Debt issued by, any other Person, including any partnership or joint venture interest in such other
Person and any arrangement pursuant to which the investor undertakes any Support Obligation with respect to Debt or other obligations
of such other Person. For purposes of Section 4.05, Section 4.10 and the definition of “Restricted Payment,” Investment
shall include the portion (proportionate to the Issuer’s equity interest in the Subsidiary) of the Fair Market Value of the
net assets of any Subsidiary of the Issuer at the time that the Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of that Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue
to have a permanent Investment in an Unrestricted Subsidiary of an amount (if positive) equal to:


 




    	-15-



    	 



    

 


(a)          the
Issuer’s Investment in that Subsidiary at the time of such redesignation, less


 


(b)          the
portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of
that Subsidiary at the time of such redesignation.


 


In determining the amount of any Investment
made by transfer of any Property other than cash, the Property shall be valued at its Fair Market Value at the time of the Investment.


 


“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.


 


“Involuntary Disposition”
means the receipt by the Issuer or any Restricted Subsidiary of any cash insurance proceeds or condemnation awards or expropriation
compensation payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of its
Property.


 


“Issue Date” means April
10, 2015.


 


“Lien” means, with respect
to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to that Property
(including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic
effect as any of the foregoing or any Sale and Leaseback Transaction).


 


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


 


“Net Available Cash”
from any Asset Sale means cash payments received therefrom (including any cash payments received upon the sale or other disposition
of any Designated Non-Cash Consideration received in any Asset Sale, any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration
received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject
of that Asset Sale or received in any other non-cash form), in each case net of:


 


(a)          all
legal, title and recording tax expenses, commissions and other fees (including, without limitation, brokers’ or investment
bankers’ commissions or fees) and expenses incurred, and all federal, state, provincial, foreign and local taxes required
to be accrued as a liability under GAAP, as a consequence of the Asset Sale,


 


(b)          all
payments made on any Debt that is secured by any Property subject to the Asset Sale, in accordance with the terms of any Lien upon
or other security agreement of any kind with respect to that Property, or which must by its terms, or in order to obtain a necessary
consent to the Asset Sale, or by applicable law, be repaid out of the proceeds from the Asset Sale,


 


(c)          all
distributions and other payments required to be made to noncontrolling interest holders in Subsidiaries or joint ventures as a
result of the Asset Sale, and


 




    	-16-



    	 



    

 


(d)          the
deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated
with the Property disposed in the Asset Sale and retained by the Issuer or any Restricted Subsidiary after the Asset Sale;


 


provided, that, to the extent that any portion of the
consideration for an Asset Sale is required by contract to be held in a separate escrow or deposit account to support indemnification,
adjustment of purchase price or similar obligations, such portion of the consideration shall become Net Available Cash only at
such time as it is released to the Issuer or a Restricted Subsidiary from the escrow or deposit account.


 


“Net Cash Proceeds” means
with respect to any incurrence or issuance of Debt, the aggregate principal amount actually received in cash by the Issuer or any
Restricted Subsidiary in connection therewith, net of direct costs (including legal, accounting and investment banking fees and
expenses, sales brokerage commissions and underwriting discounts).


 


“Non-Recourse Debt” means
Debt of a Person: (a) which the lenders or holders thereof have no recourse other than to specific assets of such Person and (b)
as to which neither the Issuer nor any of its Subsidiaries provides any Support Obligation or credit support of any kind. Notwithstanding
the foregoing, Debt shall not be considered to be recourse to a Person if recourse is contingent upon the occurrence of specified
events that have not yet occurred in circumstances in which the occurrence of such events is within the control of such Person
(e.g., provisions commonly known as “bad boy” provisions).


 


“Offering Memorandum”
means the final offering memorandum relating to the offering of the Original Notes, dated April 2, 2015.


 


“Officer” means the Chief
Executive Officer, the Chief Financial Officer, Vice Chairman, any President, the Chief Accounting Officer, any Executive Vice
President, any Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.


 


“Officers’ Certificate”
means a certificate signed by two Officers of the Issuer, at least one of whom shall be the principal executive officer, principal
financial officer or the principal accounting officer of the Issuer, and delivered to the Trustee.


 


“Opinion of Counsel”
means a written opinion from legal counsel which is acceptable to the Trustee. The counsel may be an employee of or counsel to
the Issuer.


 


“Parent Guarantor” shall
have the meaning assigned to such term in the preamble hereto.


 


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


 


“Permitted Investment”
means any Investment by the Issuer or a Restricted Subsidiary in:


 


(a)          any
Restricted Subsidiary or any Person that will, upon the making of such Investment, become a Restricted Subsidiary, provided
that the primary business of the Restricted Subsidiary is a Permitted Business;


 


(b)          any
Person if as a result of the Investment that Person is merged or consolidated with or into, or transfers or conveys all or substantially
all its Property to, the Issuer or a Restricted Subsidiary, provided that the Person’s primary business is a Permitted
Business;


 




    	-17-



    	 



    

 


(c)          cash,
Cash Equivalents and Temporary Cash Investments;


 


(d)          commission,
payroll, travel and similar advances to cover matters that are expected at the time of those advances ultimately to be treated
as expenses for accounting purposes and that are made in the ordinary course of business;


 


(e)          stock,
obligations or other securities received in settlement of debts created in the ordinary course of business and owing to the Issuer
or a Restricted Subsidiary or in satisfaction of judgments;


 


(f)          any
Person to the extent the Investment represents the non-cash portion of the consideration received in connection with an Asset Sale
consummated in compliance with Section 4.07;


 


(g)          Hedging
Obligations permitted under clauses (v), (vi) or (vii) of the definition of “Permitted Debt” in Section 4.04;


 


(h)          customers
or suppliers of the Issuer or any of its Subsidiaries in the form of extensions of credit or transfers of Property, to the extent
otherwise constituting an Investment, and in the ordinary course of business and any Investments received in the ordinary course
of business in satisfaction or partial satisfaction thereof;


 


(i)          any
Person if the Investments (or binding commitments in respect thereof) are outstanding on the Issue Date and not otherwise described
in clauses (a) through (h) above, and any extension, modification or renewal of any such Investments (but not any such extension,
modification, renewal or to the extent it involves additional advances, contributions or other investments of cash or property,
other than reasonable expenses incidental to the structuring, negotiation and consummation of such extension, modification or renewal);


 


(j)          any
securities, derivative instruments or other Investments of any kind that are acquired and held for the benefit of Issuer or Restricted
Subsidiary employees in the ordinary course of business pursuant to deferred compensation plans or arrangements approved by the
Board of Directors; provided, however, that (i) the amount of such Investment represents funds paid or payable
in respect of deferred compensation previously included as an expense in the calculation of Consolidated Net Income (and not excluded
pursuant to clause (f) of the definition of “Consolidated Net Income”), and (ii) the terms of such Investment shall
not require any additional Investment by the Issuer or any Restricted Subsidiary;


 


(k)          any
Person (other than an Affiliate) in aggregate amount not to exceed the greater of (x) $50 million and (y) 5.0% of the Issuer’s
Consolidated Total Assets outstanding at any one time in the aggregate;


 


(l)          any
Investment acquired in exchange for shares of Capital Stock of the Issuer (other than Disqualified Stock); provided that
the proceeds of such issuance shall be excluded from the definition of “Capital Stock Sale Proceeds”;


 


(m)         any receivable owing to the
Issuer or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance
with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Issuer or any such
Restricted Subsidiary deems reasonable under the circumstances;


 




    	-18-



    	 



    

 


(n)          any Investment (i) 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 bankruptcy, workout, reorganization or recapitalization of the Issuer of such other Investment or accounts receivable,
(ii) in satisfaction of judgments or in compromise, settlement or resolution of any litigation, arbitration or other dispute, or
(iii) 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;


 


(o)          Guarantees
of Debt issued in accordance with Section 4.04;


 


(p)          Investments
made in connection with the funding of contributions under any nonqualified retirement plan or similar employee compensation plan
in an amount not to exceed the amount of compensation expense recognized by the Issuer and its Restricted Subsidiaries in connection
with such plans;


 


(q)          Investments
in joint ventures or in Unrestricted Subsidiaries or entities that become joint ventures or Unrestricted Subsidiaries as a result
of such Investments, having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause
(q) that are at that time outstanding, not to exceed 10.0% of the Issuer’s Consolidated Total Assets at the time of such
Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent
changes in value);


 


(r)          except
to the extent constituting an Acquisition, Investments by the Issuer in Receivables Subsidiaries in connection with Accounts Receivable
Facilities;


 


(s)          Investments
held by a Person at the time such Person becomes a Restricted Subsidiary or is merged with or into the Issuer or any Restricted
Subsidiary and not made in contemplation of such Person becoming a Restricted Subsidiary;


 


(t)          advances
in the ordinary course of business to secure developer contracts of the Issuer and its Subsidiaries;


 


(u)          Investments
arising from pledges and deposits pursuant to paragraphs (g), (h) and (u) of the definition of Permitted Liens;


 


(v)         Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments
against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the Issuer or a Restricted
Subsidiary as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investments or other
transfer of title with respect to any secured Investment in default;


 


(w)          loans
or advances or other similar transactions with customers, distributors, clients, developers, suppliers or purchasers or sellers
of goods or services, in each case, in the ordinary course of business, regardless of frequency;


 


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


 




    	-19-



    	 



    

 


(y)          guarantees
by the Issuer or any Restricted Subsidiary of operating leases or of other obligations that do not constitute Debt, in each case
entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business; and


 


(z)          Investments
consisting of the non-exclusive licensing of intellectual property pursuant to joint marketing arrangements with other Persons
otherwise permitted hereunder.


 


For the avoidance of doubt, any Investment
that is a Permitted Investment hereunder may be transferred to the Issuer or another Restricted Subsidiary, or exchanged for other
assets of the Issuer or another Restricted Subsidiary.


 


“Permitted Liens” means:


 


(a)          Liens
(including, without limitation and to the extent constituting a Lien, negative pledges) to secure Debt in an aggregate principal
amount not to exceed the amount permitted to be Incurred under clause (ii) of the definition of “Permitted Debt” in
Section 4.04, regardless of whether the Issuer and the Restricted Subsidiaries are actually subject to Section 4.04 at the time
the Lien is Incurred;


 


(b)          Liens
for taxes, assessments or governmental charges or levies on the Property of the Issuer or any Restricted Subsidiary and deposits
in respect thereof if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested
in good faith and by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or
other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;


 


(c)          Liens
imposed by law, such as carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ Liens
and other similar Liens, on the Property of the Issuer or any Restricted Subsidiary arising in the ordinary course of business
and securing payment of obligations that are not more than 60 days past due or are being contested in good faith and by appropriate
proceedings;


 


(d)          Liens
on the Property of the Issuer or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of
obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations
of a like nature and Incurred in a manner consistent with industry practice, including banker’s liens and rights of set-off,
in each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment
of the deferred purchase price of Property and which do not in the aggregate impair in any material respect the use of Property
in the operation of the business of the Issuer and the Restricted Subsidiaries taken as a whole;


 


(e)          Liens
on Property at the time the Issuer or any Restricted Subsidiary acquired the Property, including any acquisition by means of a
merger or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however, that any Lien of
this kind may not extend to any other Property of the Issuer or any Restricted Subsidiary; provided further, however,
that the Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions
pursuant to which the Property was acquired by the Issuer or any Restricted Subsidiary;


 




    	-20-



    	 



    

 


(f)          Liens
on the Property of a Person at the time that Person becomes a Restricted Subsidiary; provided, however, that any
Lien of this kind may not extend to any other Property of the Issuer or any other Restricted Subsidiary that is not a direct Subsidiary
of that Person; provided further, however, that the Lien was not Incurred in anticipation of or in connection with
the transaction or series of transactions pursuant to which the Person became a Restricted Subsidiary;


 


(g)          pledges
or deposits by the Issuer or any Restricted Subsidiary under workers’ compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases
to which the Issuer or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the Issuer
or any Restricted Subsidiary, or deposits for the payment of rent, in each case Incurred in the ordinary course of business;


 


(h)          Liens
(including, without limitation and to the extent constituting Liens, negative pledges), assignments and pledges of rights to receive
premiums, interest or loss payments or otherwise arising in connection with workers’ compensation loss portfolio transfer
insurance transactions or any insurance or reinsurance agreements pertaining to losses covered by insurance, and Liens (including,
without limitation and to the extent constituting Liens, negative pledges) in favor of insurers or reinsurers on pledges or deposits
by the Issuer or any Restricted Subsidiary under workmen’s compensation laws, unemployment insurance laws or similar legislation;


 


(i)          Liens
of landlords on fixtures, equipment and movable property located on leased premises and utility easements, building restrictions
and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of
a similar character;


 


(j)          Liens
arising out of judgments or awards against the Issuer or a Restricted Subsidiary with respect to which the Issuer or the Restricted
Subsidiary shall then be proceeding with an appeal or other proceeding for review;


 


(k)          Liens
in favor of issuers of performance, stay, appeal, indemnification, surety or similar bonds, completion guarantees or letters of
credit issued pursuant to the request of and for the account of the Issuer or a Restricted Subsidiary in the ordinary course of
its business, provided that these letters of credit do not constitute Debt;


 


(l)          leases
or subleases of real property granted by the Issuer or a Restricted Subsidiary to any other Person and not interfering in any material
respect with the business of the Issuer and its Subsidiaries, taken as a whole;


 


(m)          Liens
(including, without limitation and to the extent constituting Liens, negative pledges) on intellectual property arising from intellectual
property licenses entered into in the ordinary course of business;


 


(n)          Liens
on Capital Stock in joint ventures securing obligations of such joint venture, to the extent required by the terms of the organizational
documents or material contracts of such joint venture;


 


(o)          Liens
existing on the Issue Date not otherwise described in clauses (a) through (n) above;


 


(p)          Liens
securing Debt Incurred pursuant to clause (ix) of the definition of “Permitted Debt” in Section 4.04 on the Property
(other than in respect of a Receivables Subsidiary) purchased with the proceeds of such Debt;


 




    	-21-



    	 



    

 


(q)          Liens
on the Property of the Issuer or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured
by Liens referred to in clause (e), (f), (o) or (p) above; provided, however, that any Lien of this kind shall
be limited to all or part of the same Property that secured the original Lien (together with improvements and accessions to such
Property) and the aggregate principal amount of Debt that is secured by the Lien shall not be increased to an amount greater than
the sum of:


 


(1)         the
outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clause (e), (f),
(o) or (p) above, as the case may be, at the time the original Lien became a Permitted Lien under this Indenture, and


 


(2)         an
amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by the Issuer or the Restricted
Subsidiary in connection with the Refinancing;


 


(r)          Liens
on cash or Temporary Cash Investments held as proceeds of Permitted Refinancing Debt pending the payment, purchase, defeasance
or other retirement of the Debt being Refinanced;


 


(s)          Liens
not otherwise permitted by clauses (a) through (r) above (other than in respect of a Receivables Subsidiary) securing obligations
with an aggregate principal amount not to exceed $25 million;


 


(t)          Liens
securing Hedging Obligations permitted under clause (xii) of the definition of “Permitted Debt” in Section 4.04;


 


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


 


(v)         Liens
to secure Debt (assuming any commitments for secured Debt of the Issuer and its Restricted Subsidiaries were fully drawn) so long
as on a pro forma basis, after giving effect to such Liens, the Consolidated Secured Leverage Ratio does not exceed 3.25 to 1.00;


 


(w)          Liens
on property of any Foreign Subsidiary securing Debt of a Foreign Subsidiary Incurred pursuant to clause (xi) of the definition
of “Permitted Debt” in Section 4.04;


 


(x)          Liens
arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its
Restricted Subsidiaries in the ordinary course of business;


 


(y)          any
interest or title of a lessor under any Capital Lease Obligation or operating lease;


 


(z)          Liens
granted by a Receivables Subsidiary on Time Share Receivables sold by it pursuant to the Accounts Receivable Facility Documents
to the extent that such Liens are created by the Accounts Receivable Facility Documents and permitted under clause (xv) of the
definition of “Permitted Debt” in Section 4.04;


 


(aa)         Liens
in favor of the Issuer, Parent Guarantor or any Restricted Subsidiary;


 




    	-22-



    	 



    

 


(bb)         licenses,
sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Issuer or any
Restricted Subsidiary;


 


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


 


(dd)         pledges
and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect
of bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Issuer or
any Restricted Subsidiary;


 


(ee)         Liens
solely on any cash earnest money deposits made by the Issuer or any Restricted Subsidiary in connection with any letter of intent
or purchase agreement in respect of any Investment permitted hereunder;


 


(ff)         Liens
on goods or inventory the purchase, shipment or storage price of which is financed by a bank guarantee or bankers’ acceptance
issued or created for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business so long as such
Liens are extinguished when such goods or inventory are delivered to the Issuer or a Restricted Subsidiary; provided, that such
Lien secures only the obligations of the Issuer or such Restricted Subsidiary in respect of such bankers’ acceptance or bank
guarantee to the extent permitted under Section 4.04; and


 


(gg)         Liens
securing insurance premiums financing arrangements, provided, that such Liens are limited to the applicable unearned insurance
premiums.


 


“Permitted Refinancing Debt”
means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:


 


(a)          the
new Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess
of the sum of:


 


(1)         the
aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the
Debt being Refinanced, and


 


(2)         an
amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to the Refinancing,


 


(b)          the
Average Life of the new Debt is equal to or greater than the Average Life of the Debt being Refinanced,


 


(c)          the
Stated Maturity of the new Debt is no earlier than the Stated Maturity of the Debt being Refinanced, and


 


(d)          the
new Debt shall not be senior in right of payment to the Debt that is being Refinanced;


 


provided, however, that Permitted Refinancing
Debt shall not include:


 


(x)          Debt
of a Subsidiary that is not a Subsidiary Guarantor that Refinances Debt of the Issuer or any Subsidiary Guarantor, or


 




    	-23-



    	 



    

 


(y)          Debt
of the Issuer or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.


 


“Person” means any individual,
corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated
organization, government or any agency or political subdivision thereof or any other entity.


 


“Preferred Stock” means
any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment
of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of that Person,
over shares of any other class of Capital Stock issued by that Person.


 


“Preferred Stock Dividends”
means all dividends with respect to Preferred Stock of the Issuer or any Restricted Subsidiary held by Persons other than the Issuer
or a Wholly Owned Restricted Subsidiary. The amount of any dividend of this kind shall be equal to the quotient of the dividend
divided by the difference between one and the maximum statutory consolidated federal, state and local income rate (expressed as
a decimal number between 1 and 0) then applicable to the issuer of the Preferred Stock.


 


“principal” of any Debt
(including the Notes) means the principal amount of such Debt plus the premium, if any, on such Debt.


 


“Productive Assets” means
assets (other than securities and inventory) that are used or usable by the Issuer and its Restricted Subsidiaries in Permitted
Businesses.


 


“pro forma” means, with
respect to any computation hereunder required to be made on a pro forma basis giving effect to any proposed Investment or other
acquisition, any Disposition (other than any Disposition pursuant to clause (ix) of the definition of “Asset Sale”),
any Restricted Payment or any payment of or in respect of any Debt (collectively, “Pro Forma Event”), computation
thereof after giving pro forma effect to adjustments in connection with such Pro Forma Event that are either (i) in accordance
with Regulation S-X under the Securities Act or (ii) set forth in an Officer’s Certificate and believed in good faith by
the Issuer to be probable based on actions taken or to be taken within 12 months following the consummation of the relevant Pro
Forma Event; provided that the aggregate amount of any increase in Consolidated EBITDA resulting from adjustments pursuant
to this clause (ii) for any four fiscal quarter period of the Issuer, when aggregated with the amount of any addback to Consolidated
EBITDA pursuant to clause (a)(vii) of the definition thereof for such period, shall not exceed 10% of Consolidated EBITDA for such
period (prior to giving effect to any increase pursuant to such clause (a)(vii) or this clause (ii)), in each case, using,
for purposes of making such computation, the consolidated financial statements of the Issuer and the Restricted Subsidiaries (and,
to the extent applicable, the historical financial statements of any entities or assets so acquired or to be acquired, or so disposed
or to be disposed), which shall be reformulated as if such Pro Forma Event (and, in the case of any pro forma computations made
hereunder to determine whether such Pro Forma Event is permitted to be consummated hereunder, to any other Pro Forma Event consummated
since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation),
and any Debt or other liabilities incurred in connection with any such Pro Forma Event, had been consummated and incurred at the
beginning of such period.


 


“Pro Forma Event” has
the meaning set forth in the definition of “pro forma.”


 


“Property” means, with
respect to any Person, any interest of that Person in any kind of property, plant, equipment or other asset, whether real, personal
or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any
calculation required pursuant to this Indenture, the value of any Property shall be its Fair Market Value.


 




    	-24-



    	 



    

 


“Purchase Money Debt”
means Debt:


 


(a)          consisting
of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other
purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of the Debt
does not exceed the anticipated useful life of the Property being financed, and


 


(b)          Incurred
to finance the acquisition, construction or lease by the Issuer or a Restricted Subsidiary of the Property, including additions
and improvements thereto;


 


provided, however, that the Debt is Incurred within
365 days after the acquisition, construction or lease of the Property by the Issuer or Restricted Subsidiary.


 


“Qualified Capital Stock”
means any Capital Stock that is not Disqualified Stock.


 


"Rating Agency" shall mean
each of Moody's and S&P; provided, that if either of Moody's and S&P ceases to rate the Notes of this series or fails to
make a rating of the Notes of this series publicly available for reasons outside of the Issuer's control, a "nationally recognized
statistical rating organization," within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, may be selected by
the Issuer as a replacement agency for Moody's or S&P, or any of them, as the case may be.


 


“Receivables Subsidiary”
shall mean a special purpose Wholly Owned Subsidiary that is a U.S. Subsidiary of the Issuer formed to enter into an Accounts Receivable
Facility, and in each case engages only in activities reasonably related or incidental thereto.


 


“Refinance” means, in
respect of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other
Debt, in exchange or replacement for, that Debt. “Refinanced” and “Refinancing” shall have
correlative meanings.


 


“Registration Rights Agreement”
means that certain registration rights agreement dated as of the Issue Date by and among the Issuer, the Guarantors and the initial
purchasers set forth therein.


 


“Repay” means, in respect
of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire that Debt. “Repayment”
and “Repaid” shall have correlative meanings. For purposes of Section 4.04 and Section 4.07 and the definition
of “Consolidated Fixed Charges Coverage Ratio,” Debt shall be considered to have been Repaid only to the extent the
related loan commitment, if any, shall have been permanently reduced in connection therewith.


 


“Restricted Payment”
means:


 


(a)          any
dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares
of Capital Stock of the Issuer or any Restricted Subsidiary (including any payment in connection with any merger or consolidation
with or into the Issuer or any Restricted Subsidiary), except for any dividend or distribution that is made solely to the Issuer
or the parent of the Restricted Subsidiary or any dividend or distribution payable solely in shares of Capital Stock (other than
Disqualified Stock) of the Issuer;


 




    	-25-



    	 



    

 


(b)          the
purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Issuer or any Restricted Subsidiary
(other than from the Issuer or a Restricted Subsidiary) or any securities exchangeable for or convertible into Capital Stock of
the Issuer or any Restricted Subsidiary, including the exercise of any option to exchange any Capital Stock (other than for or
into Capital Stock of the Issuer that is not Disqualified Stock);


 


(c)          the
purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund
or amortization or other installment payment, of any Subordinated Obligation (other than (i) any Subordinated Obligation Incurred
under clause (iii) of the definition of “Permitted Debt” in Section 4.04 and (ii) the purchase, repurchase or other
acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization
or other installment obligation, in each case under this subclause (ii) due within one year of the date of acquisition);


 


(d)          any
Investment (other than Permitted Investments) in any Person; or


 


(e)          the
issuance, sale or other disposition of Capital Stock of any Restricted Subsidiary to a Person other than the Issuer or another
Restricted Subsidiary if the result thereof is that the Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which
event the amount of the “Restricted Payment” shall be the Fair Market Value of the remaining interest, if any, in the
former Restricted Subsidiary held by the Issuer and the other Restricted Subsidiaries.


 


“Restricted Subsidiary”
means any Subsidiary of the Issuer other than an Unrestricted Subsidiary.


 


“S&P” means Standard
& Poor’s Ratings Services, a business of Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw
Hill Companies, Inc., or any successor to the rating agency business thereof.


 


“Sale and Leaseback Transaction”
means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the Issuer or a Restricted
Subsidiary transfers that Property to another Person and the Issuer or a Restricted Subsidiary leases it from that other Person
together with any Refinancings thereof.


 


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


 


“Securities Act” means
the U.S. Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder.


 


“Significant Subsidiary”
means any Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation
S-X promulgated by the SEC.


 


“Stated Maturity” means,
with respect to any security, the date specified in the security as the fixed date on which the payment of principal of the security
is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase
of the security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless
that contingency has occurred).


 


“Subordinated Obligation”
means any Debt of the Issuer or the Guarantors (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate
or junior in right of payment to the Notes pursuant to a written agreement to that effect.


 




    	-26-



    	 



    

 


“Subsidiary” of a Person
means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such
Person.


 


“Subsidiary Guarantor”
shall have the meaning assigned to such term in the preamble hereto.


 


“Support Obligation”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect
of guaranteeing any Debt or other obligation payable or performable by another Person (the “primary obligor”) in any
manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Debt or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance
of such Debt or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition
or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other
obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation
of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b)
any Lien on any assets of such Person securing any Debt or other obligation of any other Person, whether or not such Debt or other
obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Debt to obtain any such Lien).
The amount of any Support Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Support Obligation is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.


 


“Swap Agreement” means
any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial
or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of
these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided
by current or former directors, officers, employees or consultants of the Issuer or any Subsidiary shall be a Swap Agreement.


 




    	-27-



    	 



    

 


“Tax Distributions” means,
with respect to any taxable year or portion thereof that the Issuer is treated as a partnership or “disregarded entity”
for federal income tax purposes or is part of a consolidated, combined or similar group for income Tax purposes of which Parent
Guarantor or another direct or indirect parent of the Issuer is the common parent (a “Tax Group”), cash distributions
paid by the Issuer to Parent Guarantor (or to another direct or indirect parent of the Issuer that is the common parent) in respect
of (a) where the Issuer is treated as a partnership for federal income tax purposes, the income Tax liabilities of Parent Guarantor
(or, where the Parent Guarantor is treated as a partnership or disregarded entity for federal income tax purposes, the direct and/or
indirect owners of the Parent Guarantor) attributable to the taxable income of the Issuer or (b) where the Issuer is part of a
Tax Group (or is treated as a “disregarded entity” owned by a member of a Tax Group), the income Tax liabilities of
the Tax Group attributable to the taxable income of the Issuer and its Subsidiaries included in the Tax Group, as the case may
be (in each case, including, any estimates thereof and any Tax deficiencies or other subsequent adjustments to such Tax liabilities);
provided that such distributions in respect of any taxable year of the Issuer or portion thereof shall be permitted to be
of an amount equal to, but shall not exceed, the income Taxes that the Issuer and/or such Subsidiaries (as applicable) would have
paid on a standalone basis (or as a standalone Tax Group) (assuming for this purpose that the Issuer is treated as a domestic corporation
for federal income tax purposes), reduced by any such income Taxes paid or payable directly by the Issuer and/or its Subsidiaries
(including, any estimates thereof and any tax deficiencies or other subsequent adjustments to such liabilities) and; provided,
further that payments under clause (a) or (b) for any taxable year may be made on a quarterly basis to permit the direct
and/or indirect equity owners of Issuer to make any required estimated income tax payments and, to the extent that such quarterly
distributions exceed the maximum amount ultimately permitted under clause (a) or (b) with respect to such taxable year (based on
the actual taxable income for the full taxable year), such excess shall reduce dollar for dollar the distributions permitted under
clause (a) or (b) in respect of the immediately subsequent taxable year (and, if necessary, future taxable years).


 


“Taxes” means all present
or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges
imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.


 


“Temporary Cash Investments”
means any of the following:


 


(a)          securities
issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided
that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months
from the date of acquisition,


 


(b)          U.S.
Dollar-denominated time deposits and certificates of deposit of (i) any lender under the Credit Agreement, (ii) any domestic commercial
bank of recognized standing having capital and surplus in excess of $500.0 million or (iii) any bank whose short-term commercial
paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof
(collectively, an “Approved Bank”), in each case with maturities of not more than 364 days from the date of
acquisition,


 


(c)          commercial
paper and variable or fixed rate notes issued by any Approved Bank (or by the parent Issuer thereof) or any variable rate notes
issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the
equivalent thereof) or better by Moody’s and maturing within twelve months of the date of acquisition,


 




    	-28-



    	 



    

 


(d)          repurchase
agreements entered into by any Person with a bank or trust company or recognized securities dealer having capital and surplus in
excess of $500.0 million for direct obligations issued by or fully guaranteed by the United States in which such Person shall have
a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a Fair Market
Value of at least one hundred percent (100%) of the amount of the repurchase obligations,


 


(e)          Investments
(classified in accordance with GAAP as current assets) in money market investment programs registered under the Investment Company
Act of 1940 that are administered by reputable financial institutions having capital of at least $500.0 million and the portfolios
of which are limited to Investments of the character described in the foregoing subclauses hereof, and


 


(f)          other
short-term investments utilized by Foreign Restricted Subsidiaries in accordance with normal investment practices for cash management
in investments of a type analogous to the foregoing.


 


“TIA” means the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however,
that, in the event the TIA is amended after such date, “TIA” means, to the extent required by any such amendments,
the Trust Indenture Act of 1939 as so amended.


 


“Time Share Receivables”
means notes receivable arising from the financing of the sale of timeshare intervals and fractional products to a retail customer,
together with any assets related thereto, including, without limitation, all contracts and contract rights, purchase orders, security
interests, financing statements or other documentation in respect of such notes receivable.


 


“Transactions” means
the incurrence of the Notes, the related debt repayments and payment of fees and expenses related thereto.


 


“Treasury Rate”
means, as obtained by the Issuer, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States
Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such
Redemption Date to April 15, 2018; provided, however, that if the period from such Redemption Date to April 15, 2018
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 Officer” means,
when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president,
senior associate, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate
trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.


 


“Trustee” means the party
named as such in this Indenture until a successor replaces it and, thereafter, means the successor.


 


“Uniform Commercial Code”
means the New York Uniform Commercial Code as in effect from time to time.


 


“United States” means
the United States of America (including the states and the District of Columbia) and its territories, possessions and other areas
subject to its jurisdiction.


 




    	-29-



    	 



    

 


“Unrestricted Subsidiary”
means:


 


(a)          any
Subsidiary of the Issuer that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant
to Section 4.10 and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and


 


(b)          any
Subsidiary of an Unrestricted Subsidiary.


 


“U.S. Dollar” or “$”
means the lawful currency of the United States.


 


“U.S. Government Obligations”
means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America
(including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the Issuer’s option.


 


“U.S. Subsidiary” means any
direct or indirect Subsidiary of the Issuer that is organized under the laws of any state of the United States or the District
of Columbia.


 


“Voting Stock” of any Person
means all classes of Capital Stock or other interests (including partnership interests) of that Person then outstanding and normally
entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.


 


“Wholly Owned” means a Subsidiary
all the Voting Stock of which (except directors’ qualifying shares) is at that time owned, directly or indirectly, by the
Issuer and its other Wholly Owned Restricted Subsidiaries.


 


Section 1.02         Other
Definitions.


 


	Term	Defined in Section
	 	 
	“Affiliate Transaction”	4.09
	“Agent”	2.04
	“Allocable Excess Proceeds”	4.07
	“Change of Control Offer”	4.12(a)
	“Change of Control Payment Date”	4.12(b)
	“Change of Control Purchase Price”	4.12(a)
	“covenant defeasance option”	8.01
	“Definitive Note”	Appendix A
	“Depositary”	Appendix A
	“DTC”	2.04
	“Events of Default”	6.01
	“Excess Proceeds”	4.07
	“Exchange Notes”	Appendix A
	“Initial Default”	6.04
	“legal defeasance option”	8.01
	“Notes Custodian”	Appendix A
	“Notice of Default”	6.01
	“Offer Amount”	4.07(d)(2)
	“Offer Period”	4.07(d)(2)
	“Original Notes”	Recitals hereto
	“Paying Agent”	2.04
	“Permitted Debt”	4.04


 




    	-30-



    	 



    

 


	Term	Defined in Section
	 	 
	“Prepayment Offer”	4.07(c)
	“Redemption Date”	3.03
	“Registrar”	2.04
	“Reversion Date”	4.01
	“Surviving Person”	5.01(a)
	“Suspended Covenants”	4.01
	“Suspension Period”	4.01


 


Section 1.03         Incorporation
by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA, which are incorporated
by reference in and made a part of this Indenture. The following TIA terms have the following meanings:


 


“indenture securities”
means the Notes and the Guarantees.


 


“obligor” on the
indenture securities means the Issuer and any other obligor on the indenture securities.


 


All other TIA terms used in this Indenture that
are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by
such definitions.


 


Section 1.04         Rules
of Construction. Unless the context otherwise requires:


 


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


 


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


 


(c)          “or”
is not exclusive;


 


(d)          “including”
means including without limitation;


 


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


 


(f)          unsecured
Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of its nature as unsecured Debt;


 


(g)          the
principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that
would be shown on a balance sheet of the Issuer dated such date prepared in accordance with GAAP; and


 


(h)          the
principal amount of any Preferred Stock shall be the greater of (i) the maximum liquidation value of such Preferred Stock or (ii)
the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock.


 




    	-31-



    	 



    

 


ARTICLE 2


 


THE NOTES


 


Section 2.01         Amount
of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited,
subject to compliance with Sections 2.03 and 4.04. All Notes shall be identical in all respects other than issue prices, issuance
dates and with respect to interest payable on the first interest payment date after issuance.


 


Subject to Section 2.03, the Trustee shall authenticate
the Original Notes for original issue on the Issue Date. With respect to any Notes issued after the Issue Date (except for Notes
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, Original Notes pursuant to Section
2.07, 2.08, 2.09 or 3.06 or Appendix A), the Issuer may issue such Notes but only in compliance with Section 2.03.


 


Section 2.02         Form
and Dating. Provisions relating to the Initial Notes and the Exchange Notes are set forth in Appendix A, which is hereby incorporated
in and expressly made part of this Indenture. The Notes and the certificate of authentication included therein shall be substantially
in the form of Exhibit A which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations,
legends or endorsements required by law, stock exchange rule, agreements to which the Issuer is subject, if any, or usage, provided
that any such notation, legend or endorsement is in a form reasonably acceptable to the Issuer. Each Note shall be dated the date
of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture. The Notes shall be
issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


Section 2.03         Execution
and Authentication. Two Officers shall sign the Notes for the Issuer by manual or facsimile signature.


 


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


 


At any time and from time to time after the
execution and delivery of the Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication.
The Trustee will authenticate and deliver:


 


(i)          Original
Notes for original issue in the aggregate principal amount not to exceed $350.0 million,


 


(ii)         Additional
Notes from time to time for original issue in aggregate principal amounts specified by the Issuer, and


 


(iii)        Exchange
Notes from time to time for issue in exchange for a like principal amount of Initial Notes (including any Additional Notes issued
as Initial Notes)


 


after the following conditions have been met:


 


(1)         Receipt
by the Trustee of an Officers’ Certificate specifying


 


(A)         the
amount of Notes to be authenticated and the date on which the Notes are to be authenticated,


 




    	-32-



    	 



    

 


(B)         whether
the Notes are to be Initial Notes, Additional Notes or Exchange Notes,


 


(C)         in
the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,


 


(D)         whether
the Notes are to be issued as one or more Global Notes or Definitive Notes, and


 


(E)         other
information the Issuer may determine to include or the Trustee may reasonably request.


 


(2)         In
the case of Additional Notes that are not fungible with the Original Notes for federal income tax purposes, such Additional Notes
shall bear a different CUSIP number.


 


(3)         In
the case of Exchange Notes, effectiveness of a Registration Statement and consummation of the Registered Exchange Offer thereunder
(and receipt by the Trustee of an Officers’ Certificate to that effect), Initial Notes exchanged for Exchange Notes will
be cancelled by the Trustee.


 


A Note shall not be valid until an authorized
signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.


 


The Issuer shall appoint an Authentication Agent
to authenticate any Notes. The Trustee is initially appointed as the Authentication Agent. Unless limited by the terms of such
appointment, an Authentication 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 Authentication Agent has the same rights as any Registrar,
Paying Agent or agent for service of notices and demands.


 


Section 2.04         Registrar
and Paying Agent. The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or
for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment (the “Paying
Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may have one
or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying
agent.


 


The Issuer initially appoints The Depository
Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer has entered into a letter
of representations with DTC in the form provided by DTC and the Trustee and each Registrar, co-registrar, Paying Agent, additional
paying agent or custodian (“Agent”) is hereby authorized to act in accordance with such letter and applicable
procedures of the DTC. Neither the Trustee nor any Agent shall have responsibility for any actions taken or not taken by the Depositary.


 


The Issuer shall enter into an appropriate agency
agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If
the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.07. The Issuer, Parent Guarantor or any of its domestically incorporated Wholly Owned Subsidiaries
may act as Paying Agent, Registrar, co-registrar or transfer agent.


 




    	-33-



    	 



    

 


Initially, the Trustee will act as Registrar
and Paying Agent with regard to the Notes.


 


Section 2.05         Paying
Agent to Hold Money in Trust. At least one Business Day prior to each due date of the principal and interest on any Note, the
Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Issuer
shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Notes
and shall notify the Trustee in writing of any default by the Issuer in making any such payment. If the Issuer, Parent Guarantor
or a Wholly Owned Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the
money delivered to the Trustee.


 


Section 2.06         Noteholder
Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Noteholders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee, in writing
at least five 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 Noteholders.


 


Section 2.07         Replacement
Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that such Note has been lost,
destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note, provided the Holder
satisfies the reasonable requirements of the Trustee and/or the Authentication Agent, as applicable. If required by the Trustee
or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee (and the Paying
Agent, Registrar and Authentication Agent, if not the Trustee) to protect the Issuer, the Trustee, the Paying Agent, the Registrar
and any co-registrar from any loss which any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the
Holder for their expenses in replacing a Note.


 


Every replacement Note is an additional obligation
of the Issuer.


 


Section 2.08         Outstanding
Notes. Notes outstanding at any time are all Notes authenticated by the Trustee, except for those canceled by it, those delivered
to it for cancellation and those described in this Section as not outstanding. 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,
it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held
by a protected purchaser.


 


If the Paying Agent segregates and holds in
trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest
payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, then on and
after that date, such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.


 


Section 2.09         Temporary
Notes. Until definitive Notes are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuer considers appropriate
for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Notes and
deliver them in exchange for temporary Notes.


 




    	-34-



    	 



    

 


Section 2.10         Cancellation.
The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel
and dispose of all Notes surrendered for registration of transfer, exchange, payment or cancellation in its customary manner. The
Issuer may not issue new Notes to replace Notes it has redeemed, paid or delivered to the Trustee for cancellation, except pursuant
to the terms of this Indenture.


 


Section 2.11         Defaulted
Interest. If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay the defaulted interest (plus interest
on such defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay the defaulted interest to the persons
who are Noteholders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date
and payment date to the reasonable satisfaction of the Trustee and shall promptly deliver to each Noteholder a notice that states
the special record date, the payment date and the amount of defaulted interest to be paid.


 


Section 2.12         CUSIP,
ISIN or Common Code Numbers. The Issuer in issuing the Notes may use “CUSIP”, “ISIN” or “Common
Code” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP,” “ISIN” or “Common
Code” numbers in notices of redemption as a convenience to Holders; provided, however, that neither the Issuer
nor the Trustee shall have any responsibility for any defect in the “CUSIP”, “ISIN” or “Common Code”
number that appears on any Note, check, advice of payment or redemption notice, and any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee in writing of any change in
such numbers.


 


ARTICLE 3


 


REDEMPTION


 


Section 3.01         Notices
to Trustee. If the Issuer elects to redeem Notes pursuant to paragraph 5 of the Notes, it shall notify the Trustee in writing
of the redemption date, the principal amount of Notes to be redeemed and that such redemption is being made pursuant to paragraph
5 of the Notes.


 


The Issuer shall give each notice to the Trustee
provided for in this Section at least 45 days before the redemption date unless the Trustee consents to a shorter period. Such
notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Issuer to the effect that such
redemption will comply with the conditions herein.


 


Section 3.02         Selection
of Notes to be Redeemed. If fewer than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed
by such method as it shall deem fair and appropriate; provided that if the Notes are in global form, interests in such Global
Notes will be selected for redemption by the applicable Depositary in accordance with its standard procedures therefor. The Trustee
shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption portions
of the principal of Notes that have denominations larger than $2,000. Notes and portions of them the Trustee selects shall be in
amounts of $2,000 or a whole multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuer in writing promptly of the
Notes or portions of Notes to be redeemed.


 


Section 3.03         Notice
of Redemption. At least 30 days but not more than 60 days before a date for redemption of Notes (such date, a “Redemption
Date”), the Issuer shall mail, or cause to be mailed, a notice of redemption by first-class mail, and in the case of
Notes held in book-entry form, by electronic transmission, to each Holder to be redeemed.


 




    	-35-



    	 



    

 


The notice shall identify the Notes to be redeemed
(including any CUSIP, Common Code or ISIN numbers) and shall state:


 


(a)          the
redemption date;


 


(b)          the
redemption price or the information specified in clause (c) of paragraph 5 of the Notes;


 


(c)          the
name and address of the applicable Paying Agent;


 


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


 


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


 


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


 


(g)          that
no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code number, if any, listed in such notice
or printed on the Notes.


 


At the Issuer’s written request, the Trustee
shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall
provide the Trustee with the information required by this Section at least 30 days before the redemption date unless the Trustee
consents to a shorter period.


 


Any notice to Holders of such a redemption pursuant
to clause (c) in paragraph 5 of the Notes shall include the appropriate calculation of the redemption price, but does not need
to include the redemption price itself. The actual redemption price, calculated as described in such clause (c), must be set forth
in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the redemption date.


 


Section 3.04         Effect
of Notice of Redemption. Once notice of redemption is mailed, Notes called for redemption become due and payable on the redemption
date and at the redemption price stated in the notice. Upon surrender to the applicable Paying Agent, such Notes shall be paid
at the redemption price stated in the notice, plus accrued interest to, but excluding, the redemption date (subject to the right
of Holders of record on the relevant record date to receive interest due on the related interest payment date that is on or prior
to the date of redemption). Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the
notice to any other Holder.


 


Section 3.05         Deposit
of Redemption Price. On or prior to 10:00 a.m. New York City time on the Business Day immediately preceding the anticipated
redemption date, the Issuer shall deposit with the applicable Paying Agent (or, if the Issuer or a Wholly Owned Subsidiary is the
Paying Agent, shall segregate and hold in trust) money in U.S. Dollars sufficient to pay the redemption price of and accrued interest
(subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment
date that is on or prior to the date of redemption) on all Notes to be redeemed on that date other than Notes or portions of Notes
called for redemption that have been delivered by the Issuer to the Trustee for cancellation.


 




    	-36-



    	 



    

 


Section 3.06         Notes
Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate
for the Holder (at the Issuer’s expense) a new Note equal in principal amount to the unredeemed portion of the Note surrendered.


 


Section 3.07         Optional
Redemption.


 


The Notes shall be optionally redeemable as
set forth in Section 5 and Section 6 of the Notes. Any such redemption shall be made in accordance with the provisions of this
Article 3.


 


ARTICLE 4


 


COVENANTS


 


Section 4.01         Covenant
Suspension. During any period of time that:


 


(a)          the
Notes have Investment Grade Ratings from both Rating Agencies, and


 


(b)          no
Default or Event of Default has occurred and is continuing under this Indenture,


 


the Issuer and the Restricted Subsidiaries will not be subject to
the following Sections of this Indenture: Section 4.04, Section 4.05, Section 4.07, Section 4.08, Section 4.09, and clause (e)
of Section 5.01 (collectively, the “Suspended Covenants”). In the event that the Issuer and the Restricted Subsidiaries
are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, subsequently, one
or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Notes below the required Investment
Grade Ratings or a Default or Event of Default occurs and is continuing (the date of such ratings withdrawal or downgrade or the
occurrence of such Default or Event of Default, the “Reversion Date”), then the Issuer and the Restricted Subsidiaries
will thereafter again be subject to the Suspended Covenants for all periods after that withdrawal, downgrade, Default or Event
of Default and, furthermore, compliance with the provisions of Section 4.05 with respect to Restricted Payments made after the
time of the withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms of that covenant
as though that covenant had been in effect during the entire period of time from the Issue Date, provided that there will
not be deemed to have occurred a Default or Event of Default with respect to that covenant during the time (the “Suspension
Period”) that the Issuer and the Restricted Subsidiaries were not subject to the Suspended Covenants (or after that time
based solely on events that occurred during that time). Accordingly, Restricted Payments made during the Suspension Period will
reduce the amount available to be made as Restricted Payments under the first paragraph of Section 4.05. The Issuer will give the
Trustee written notice of any such suspension of covenants and in any event not later than five Business Days after such suspension
has occurred. In the absence of such notice, the Trustee shall assume that the Suspended Covenants are in full force and effect.


 




    	-37-



    	 



    

 


Solely for the purpose of determining the amount
of Permitted Liens under Section 4.06 during any Suspension Period and without limiting the Issuer’s or any Restricted Subsidiary’s
ability to Incur Debt during any Suspension Period, to the extent that calculations in Section 4.06 refer to Section 4.04, such
calculations shall be made as though Section 4.04 remains in effect during the Suspension Period. On the Reversion Date, all Debt
Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.04(a) or one of the clauses
set forth in the definition of “Permitted Debt” in Section 4.04 (to the extent such Debt would be permitted to be Incurred
thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on
the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to Section 4.04(a) or one of the clauses
set forth in the definition of “Permitted Debt” in Section 4.04, such Debt will be deemed to have been outstanding
on the Issue Date, so that it is classified as permitted under clause (vii) of the definition of “Permitted Debt” in
Section 4.04. For purposes of determining compliance with the covenant described in Section 4.07 on the Reversion Date, the Net
Available Cash from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. No Subsidiaries
may be designated as Unrestricted Subsidiaries during any Suspension Period. The Issuer will give the Trustee written notice of
any occurrence of a Reversion Date not later than five Business Days after such Reversion Date. After any such notice of the occurrence
of a Reversion Date, the Trustee shall assume that the Suspended Covenants apply and are in full force and effect.


 


Section 4.02         Payment
of Notes. The Issuer shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided
in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee
or the applicable Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then
due.


 


The Issuer shall pay interest on overdue principal
at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the rate borne by
the Notes to the extent lawful.


 


Section 4.03         Reports.
Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, the Issuer will furnish
to the holders of notes or cause the Trustee to furnish to the Holders, within the time periods specified in the SEC’s rules
and regulations for non-accelerated filers:


 


(1) all quarterly and annual reports
that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such reports; and


 


(2) all current reports required
to be filed with the SEC on Form 8-K if the Issuer were required to file such reports;


 


provided that the electronic filing of the foregoing reports
by the Issuer on the SEC’s EDGAR system (or any successor system) shall be deemed to satisfy the Issuer’s delivery
obligations to the Trustee and any Holder, it being understood that the trustee shall have no responsibility to determine whether
any reports have been filed on the SEC’s EDGAR system (or any successor system).


 


All such reports will be prepared in all material
respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include
a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent accountants. In addition,
the Issuer will file a copy of each of the reports referred to in clauses (1) and (2) of this Section 4.03 with the SEC for public
availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not
accept such a filing) and will post the reports on its website within those time periods.


 


If, at any time, the Issuer is no longer subject
to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports
specified in the preceding paragraphs of this covenant with the SEC within the time periods specified in this Section 4.03 unless
the SEC will not accept such a filing. The Issuer will not take any action reasonably expected to cause the SEC not to accept any
such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer
will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Issuer
were required to file those reports with the SEC.


 




    	-38-



    	 



    

 


If the Issuer has designated any of its Subsidiaries
as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include
a presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion
and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the
Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries
of the Issuer. In addition, the Issuer agrees that, if at any time it is not required to file with the SEC the reports required
by the preceding paragraphs, it will furnish to the Holders of Notes and to securities analysts and prospective investors, upon
their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


 


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 Issuer will be deemed to have furnished
such reports to the trustee and the Holders if any direct or indirect parent of the Issuer (including Parent Guarantor) has filed
such reports (including reports filed by the Parent Guarantor’s independent accountants) with the SEC using the EDGAR filing
system (or any successor thereto) and such reports are publicly available. The Trustee shall not be obligated to monitor or confirm,
on a continuing basis or otherwise, the Issuer’s, any Guarantor’s or any other Person’s compliance with the covenants
described herein or with respect to any reports or other documents filed under this Indenture.


 


Section 4.04         Limitation
on Debt. The Issuer shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt (including
Acquired Debt) unless, after giving effect to the application of the proceeds thereof and either:


 


(a)          the
Debt is Debt (in each case, including Acquired Debt) of the Issuer or a Restricted Subsidiary and after giving pro forma effect
to the Incurrence of the Debt and the application of the proceeds thereof, the Consolidated Fixed Charges Coverage Ratio would
be at least 2.00 to 1.00; provided that the aggregate principal amount of Debt permitted to be Incurred pursuant to this
clause (a) by Restricted Subsidiaries that are not the Issuer or Subsidiary Guarantors may not exceed $35 million at any time outstanding,
or


 


(b)          the
Debt is Permitted Debt.


 


“Permitted Debt” means:


 


(i)          Debt
of the Issuer or any Restricted Subsidiary evidenced by the Notes offered hereby and the related Note Guarantees (including Exchange
Notes pursuant to the Registration Rights Agreement but excluding any Additional Notes);


 


(ii)         Debt
of the Issuer or a Restricted Subsidiary Incurred under Credit Facilities up to an aggregate principal amount (with letters of
credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) not to exceed $700
million at any time outstanding, which amount shall be permanently reduced by the amount of Net Available Cash from an Asset Sale
used to Repay Debt Incurred pursuant to this clause (ii), pursuant to Section 4.07;


 




    	-39-



    	 



    

 


(iii)        Debt
of the Issuer owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Issuer
or any Restricted Subsidiary; provided, however, that (1) any subsequent issue or transfer of Capital Stock
or other event that results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of that
Debt (except to the Issuer or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of that Debt
by the issuer thereof, and (2) if the Issuer or a Subsidiary Guarantor is the obligor on that Debt and the Debt is owed to a Restricted
Subsidiary that is not the Issuer or a Subsidiary Guarantor, the Debt is expressly subordinated to the prior payment in full in
cash of all obligations with respect to the Notes or the applicable Note Guarantee;


 


(iv)        Debt
of a Restricted Subsidiary outstanding on the date on which that Restricted Subsidiary was acquired by the Issuer or otherwise
became a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or
credit support utilized to consummate, a transaction or series of transactions pursuant to which the Restricted Subsidiary became
a Restricted Subsidiary of the Issuer or was otherwise acquired by the Issuer); provided that the principal amount of any
Debt Incurred pursuant to this clause (iv) outstanding at any one time may not exceed the greater of (x) $35 million and (y) 3.5%
of the Issuer’s Consolidated Total Assets;


 


(v)         Debt
in connection with one or more standby letters of credit or performance or surety bonds or completion guarantees issued by the
Issuer or a Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance obligations and not in connection
with the borrowing of money or the obtaining of advances or credit;


 


(vi)        Debt
arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or
similar obligations, in each case, Incurred in connection with the disposition of any business, assets or Capital Stock of a Subsidiary,
other than Guarantees of Debt Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock; provided,
however, that the maximum aggregate liability in respect of all such Debt shall at no time exceed the gross proceeds actually
received by the Issuer or such Restricted Subsidiary in connection with such disposition;


 


(vii)       Debt
of the Issuer and its Restricted Subsidiaries outstanding on the Issue Date and, in each case not otherwise described in clauses
(i) through (vi) above and clause (xii) below;


 


(viii)      Debt
of the Issuer or a Restricted Subsidiary (other than any Receivables Subsidiary) in an aggregate principal amount outstanding at
any one time not to exceed $150 million;


 


(ix)         Debt
of the Issuer or a Restricted Subsidiary Incurred in respect of Capital Lease Obligations, Purchase Money Debt and Sale and Leaseback
Transactions, provided that the principal amount of any Debt Incurred pursuant to this clause (ix) outstanding at any one
time may not exceed the greater of (x) $50 million and (y) 5.0% of the Issuer’s Consolidated Total Assets;


 


(x)          Debt
of the Issuer or any Subsidiary Guarantor consisting of Guarantees of Debt of the Issuer or any Restricted Subsidiary Incurred
under any other clause of this Section 4.04;


 


(xi)         Debt
of Foreign Subsidiaries in an aggregate principal amount outstanding at any one time not to exceed $50 million;


 


(xii)        Debt
under Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes);


 




    	-40-



    	 



    

 


(xiii)       Debt
to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes in each case
in accordance with the requirements of this Indenture;


 


(xiv)      Permitted
Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (a) of this Section 4.04 and clauses (i), (iv) and
(vii) above or this clause (xiv);


 


(xv)       Debt
of any Receivables Subsidiary under an Accounts Receivable Facility to the extent that the obligations thereunder are required
to be reflected as a liability on the consolidated balance sheet of the Issuer in accordance with GAAP;


 


(xvi)      Debt
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business; provided that such Debt is extinguished within five (5) Business Days of its Incurrence;


 


(xvii)     Debt
in respect of trade letters of credit, warehouse receipts or similar instruments issued to support performance obligations (other
than obligations in respect of Debt) in the ordinary course of business; provided that the aggregate stated amount of any such
trade letters of credit, warehouse receipts or similar instruments shall not exceed, as of the date of issuance, amendment or extension
thereof, $15.0 million;


 


(xviii)    Debt
consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each
case, in the ordinary course of business;


 


(xix)       Debt
representing deferred compensation to employees of the Issuer or any Subsidiary incurred in the ordinary course of business; and


 


(xx)        all
premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on
obligations described in clauses (i) through (xix) above.


 


For purposes of determining compliance with
any restriction on the Incurrence of Debt in U.S. Dollars where Debt is denominated in a different currency, the amount of such
Debt will be the Dollar Equivalent determined on the date of such determination. The principal amount of any Permitted Refinancing
Debt Incurred in the same currency as the Debt being refinanced will be the Dollar Equivalent of the Debt refinanced determined
on the date such Debt being refinanced was initially Incurred. Notwithstanding any other provision of this Section 4.04, for purposes
of determining compliance with this Section 4.04, increases in Debt solely due to fluctuations in the exchange rates of currencies
will not be deemed to exceed the maximum amount that the Issuer or any Restricted Subsidiary may Incur under any of clauses (i)
through (xx) of this Section 4.04.


 


For purposes of determining compliance with
this Section 4.04:


 


(A)         in
the event that an item of Debt meets the criteria of more than one of the types of Debt described in this Section 4.04, the Issuer,
in its sole discretion, will classify such item of Debt at the time of Incurrence and only be required to include the amount and
type of such Debt in this Section 4.04; and


 




    	-41-



    	 



    

 


(B)         the
Issuer will be entitled to divide and classify and reclassify an item of Debt in more than one of the types of Debt described in
this Section 4.04; provided that Debt outstanding under the Credit Agreement on the Issue Date shall at all times be treated
as Incurred under clause (ii) of the definition of “Permitted Debt” and may not be reclassified.


 


Section 4.05         Limitation
on Restricted Payments. The Issuer shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly,
any Restricted Payment if at the time of, and after giving effect to, the proposed Restricted Payment,


 


(a)          a
Default or Event of Default shall have occurred and be continuing,


 


(b)          the
Issuer could not Incur at least $1.00 of additional Debt pursuant to clause (a) of Section 4.04, or


 


(c)          the
aggregate amount of that Restricted Payment and all other Restricted Payments declared or made after the Issue Date (the amount
of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) would exceed an amount equal to the
sum of:


 


(i)          50%
of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the first
day of the fiscal quarter in which the Issue Date occurs to the end of the most recent fiscal quarter ending prior to the date
of such Restricted Payment and for which reports are required to be provided in Section 4.03 (or if the aggregate amount of Consolidated
Net Income for such period shall be a deficit, minus 100% of such deficit), plus


 


(ii)         Capital
Stock Sale Proceeds received after the Issue Date, plus


 


(iii)        the
sum of:


 


(A)         the
aggregate Net Cash Proceeds received by the Issuer or any Restricted Subsidiary from the issuance or sale after the Issue Date
of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock)
of the Issuer, and


 


(B)         the
aggregate amount by which Debt of the Issuer or any Restricted Subsidiary is reduced on the Issuer’s consolidated balance
sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that
is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Issuer,


 


excluding, in the case of clause (A)
or (B):


 


(x)          any
Debt issued or sold to the Issuer or a Subsidiary of the Issuer or an employee stock ownership plan or trust established by Parent
Guarantor, Issuer or any Subsidiary for the benefit of their employees, and


 


(y)          the
aggregate amount of any cash or other Property distributed by the Issuer or any Restricted Subsidiary upon any such conversion
or exchange, plus


 


(iv)        an
amount equal to the sum of:


 




    	-42-



    	 



    

 


(A)         the
net reduction in Investments in any Person other than the Issuer or a Restricted Subsidiary resulting from dividends, repayments
of loans or advances or other transfers of Property made after the Issue Date, in each case to the Issuer or any Restricted Subsidiary
from that Person, less the cost of the disposition of those Investments, and


 


(B)         the
lesser of the net book value or the Fair Market Value of the Issuer’s equity interest in an Unrestricted Subsidiary at the
time the Unrestricted Subsidiary is designated a Restricted Subsidiary (provided that such designation occurs after the
Issue Date);


 


provided, however, that the foregoing sum
shall not exceed, in the case of any Person, the amount of Investments previously made (and treated as Restricted Payments) by
the Issuer or any Restricted Subsidiary in that Person, and


 


plus


 


(v)      any cash dividends or cash distributions
received directly or indirectly by the Issuer or a Subsidiary Guarantor after the Issue Date from an Unrestricted Subsidiary or
any other Person that is not a Restricted Subsidiary, to the extent such dividends or distributions were not otherwise included
in Consolidated Net Income (other than to the extent such distribution represents a return of capital and the Investment in such
Unrestricted Subsidiary or such other Person was made by the Issuer or a Restricted Subsidiary pursuant to clause (j) of the
second paragraph of this covenant or to the extent such Investment constituted a Permitted Investment).


 


Notwithstanding the foregoing limitation, the Issuer and each of
the Restricted Subsidiaries may:


 


(a)          declare
or pay dividends on its Capital Stock or distributions, or the consummation of any irrevocable redemption, within 60 days after
the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if, on said date
of declaration or redemption notice, such dividends, distributions or redemption, as the case may be, could have been paid in compliance
with this Indenture; provided, however, that the dividend, distribution and redemption shall be included in the calculation
of the amount of Restricted Payments;


 


(b)          purchase,
repurchase, redeem, legally defease, acquire or retire for value Capital Stock of the Issuer or Subordinated Obligations in exchange
for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Issuer (other than Disqualified Stock
and other than Capital Stock issued or sold to a Subsidiary of the Issuer or an employee stock ownership plan or trust established
by the Issuer or any Subsidiary for the benefit of their employees); provided, however, that


 


(1)         the
purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount
of Restricted Payments, and


 


(2)         the
Capital Stock Sale Proceeds from the exchange or sale shall be excluded from the calculation pursuant to clause (c)(ii) above;


 


(c)          purchase,
repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations in exchange for, or out of the proceeds
of the substantially concurrent sale of, Permitted Refinancing Debt; provided, however, that the purchase, repurchase,
redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments;


 




    	-43-



    	 



    

 


(d)          pay
scheduled dividends (not constituting a return on capital) on Disqualified Stock issued pursuant to and in compliance with Section
4.04;


 


(e)          permit
a Restricted Subsidiary that is not a Wholly Owned Subsidiary to pay dividends to shareholders of that Restricted Subsidiary that
are not the parent of that Restricted Subsidiary, so long as the Issuer or a Restricted Subsidiary that is the parent of that Restricted
Subsidiary receives dividends on a pro rata basis or on a basis that results in the receipt by the Issuer or a Restricted
Subsidiary that is the parent of that Restricted Subsidiary of dividends or distributions of greater value than it would receive
on a pro rata basis;


 


(f)          make
cash payments in lieu of fractional shares in connection with the exercise of warrants, options or other securities convertible
into Capital Stock of the Issuer; provided, however, that such payments shall be excluded in the calculation of the
amount of Restricted Payments;


 


(g)          make
repurchases of shares of Capital Stock (other than Disqualified Stock) of the Issuer deemed to occur upon the exercise of options
to purchase shares of Capital Stock (other than Disqualified Stock) of the Issuer, warrants, other rights to acquire Capital Stock
(other than Disqualified Stock) or the vesting of restricted stock units if such shares of Capital Stock (other than Disqualified
Stock) of the Issuer represent a portion of the exercise price of such options, warrants or other rights or represents withholding,
income or employment taxes due upon such exercise or vesting; provided, however, that such repurchases shall
be excluded in the calculation of the amount of Restricted Payments;


 


(h)          repurchase
shares of, or options to purchase shares of, common stock of the Issuer or a Restricted Subsidiary from current or former officers,
directors or employees of the Issuer or any of its Subsidiaries (or permitted transferees of such current or former officers, directors
or employees), pursuant to the terms of agreements (including employment agreements) or plans approved by the Board of Directors
under which such individuals acquire shares of such common stock; provided, however, that the aggregate amount
of such repurchases shall not exceed $5.0 million in any calendar year (with unused amounts in any calendar year carried over to
the immediately succeeding calendar year (but not any other years) subject to a maximum of $7.5 million in any calendar year);
and provided further, however, that such repurchases shall be excluded in the calculation of the amount of
Restricted Payments;


 


(i)          purchase,
defease or otherwise acquire or retire for value any Subordinated Obligations upon a Change of Control of the Issuer or an Asset
Sale by the Issuer, to the extent required by any agreement pursuant to which such Subordinated Obligations were issued, but only
if the Issuer has previously made the offer to purchase notes required under Section 4.07 or Section 4.12 and has repurchased all
notes validly tendered and now withdrawn in connection with such offer to purchase notes pursuant to Section 4.07 or Section 4.12;
provided, however, that such payments shall be included in the calculation of the amount of Restricted Payments;


 


(j)          make
other Restricted Payments not to exceed $75 million in the aggregate; provided, however, that such payments
shall be excluded in the calculation of the amount of Restricted Payments;


 




    	-44-



    	 



    

 


(k)          declare
or pay dividends or distributions to the Parent Guarantor in such amount as to cause the Parent Guarantor to be able to declare
or pay dividends on common stock of the Parent Guarantor of not more than $0.12 per share in each of the first two fiscal quarters
of the Issuer commencing after the Issue Date; provided, however, that the dividend or distribution shall be excluded in the calculation
of the amount of Restricted Payments;


 


(l)          any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Issuer or a Restricted
Subsidiary made by exchange for or out of the proceeds of, the substantially concurrent sale of Disqualified Stock of the Issuer
or such Restricted Subsidiary, as the case may be, so long as such refinancing Disqualified Stock is permitted to be Incurred pursuant
to Section 4.04 and constitutes Refinancing Debt;


 


(m)          any
payments made in connection with the Transactions as described in the Offering Memorandum; provided, however,
that such payments shall be excluded in the calculation of the amount of Restricted Payments;


 


(n)          the
Issuer may declare and pay dividends or make other distributions to Parent Guarantor in respect of (i) overhead, legal, accounting
and administrative expenses of Parent Guarantor, (ii) Tax Distributions and franchise or similar taxes and other fees and expenses
required to maintain the existence of Parent Guarantor and (iii) customary salary, bonus and other benefits payable to, and indemnities
provided on behalf of, officers and employees of Parent Guarantor, in each case in order to permit Parent Guarantor to make such
payments; provided that in each case under this clause (n), the amount of such dividends and distributions shall not exceed the
portion of any dividends or distributions referred to in this clause (n) that are directly allocable to the Issuer and its Subsidiaries
(which shall be deemed to be 100% for so long as Parent Guarantor owns no material assets other than the Capital Stock of the Issuer
and does not have any material obligations other than the guarantee of obligations under the Credit Agreement and the guarantee
of the notes); and


 


(o)          Restricted
Payments by the Issuer to the Parent Guarantor to finance Investments that would otherwise be permitted to be made pursuant to
this covenant if made by the Issuer; provided that (A) such Restricted Payment shall be made substantially concurrently with the
closing of such Investment, (B) the Parent Guarantor shall, immediately following the closing thereof, cause (i) all property acquired
(whether Capital Stock or other assets) to be contributed to the capital of the Issuer or one of the Restricted Subsidiaries or
(ii) the merger or amalgamation of the Person formed or acquired into the Issuer or one of the Restricted Subsidiaries (to the
extent not prohibited by Article 5 hereof) in order to consummate such Investment, (C) the Parent Guarantor and its Affiliates
(other than the Issuer or a Restricted Subsidiary) receive no consideration or other payment in connection with such transaction
except to the extent the Issuer or a Restricted Subsidiary could have given such consideration or made such payment in compliance
with this Indenture, (D) any property received by the Issuer shall not increase amounts available for Restricted Payments pursuant
to clause (c)(iii) of the preceding paragraph or any other provision of this paragraph and (E) such Investment shall have been
permitted by and shall be deemed to be made by the Issuer or such Restricted Subsidiary pursuant to another provision of this covenant
or pursuant to the definition of “Permitted Investments” pursuant to which the Issuer would have been entitled to have
made such Investment if made by the Issuer.


 




    	-45-



    	 



    

 


Section 4.06         Limitation
on Liens. The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or suffer
to exist, any Lien (other than Permitted Liens) upon any of its Property (including Capital Stock of a Restricted Subsidiary),
whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom unless (i) it
has made or will make effective provision whereby the Notes will be secured by that Lien equally and ratably with (or prior to)
all other Debt of the Issuer or any Restricted Subsidiary secured by that Lien or (ii) in the case of Liens securing Subordinated
Obligations or a Subsidiary Guarantor’s Subordinated Obligations, the Notes and the related Note Guarantees are secured by
a Lien on such property, assets or proceeds that is senior to such Liens.


 


Any
Lien created for the benefit of the Holders of the Notes pursuant to this Section 4.06 shall be automatically and unconditionally
released and discharged upon the release and discharge of each of the Liens described in clauses (i) and (ii) of this Section 4.06.


 


Section 4.07         Limitation
on Asset Sales.


 


(a)          The
Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:


 


(i)          the
Issuer or the Restricted Subsidiary receives consideration at the time of the Asset Sale at least equal to the Fair Market Value
of the Property subject to such Asset Sale;


 


(ii)         at
least 75% of the consideration paid to the Issuer or the Restricted Subsidiary in connection with such Asset Sale is in the form
of cash or Cash Equivalents or the assumption by the purchaser of liabilities of the Issuer or any Restricted Subsidiary (other
than liabilities that are by their terms subordinated to the Notes) as a result of which the Issuer and the Restricted Subsidiaries
are no longer obligated with respect to such liabilities; and


 


(iii)        the
Issuer delivers an Officers’ Certificate to the Trustee certifying that such Asset Sale complies with the foregoing clauses
(i) and (ii).


 


For the purposes of this Section 4.07:


 


(1)         securities
or other assets received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such
Restricted Subsidiary into cash within 180 days after the closing of such Asset Sale shall be considered to be cash to the extent
of the cash received in that conversion;


 


(2)         any
cash consideration paid to the Issuer or the Restricted Subsidiary in connection with the Asset Sale that is held in escrow or
on deposit to support indemnification, adjustment of purchase price or similar obligations in respect of such Asset Sale shall
be considered to be cash;


 


(3)         Productive
Assets received by the Issuer or any Restricted Subsidiary in connection with the Asset Sale shall be considered to be cash;


 


(4)         the
requirement that at least 75% of the consideration paid to the Issuer or the Restricted Subsidiary in connection with the Asset
Sale be in the form of cash or Cash Equivalents or assumed liabilities shall also be considered satisfied if the cash or Cash Equivalents
received constitutes at least 75% of the consideration received by the Issuer or the Restricted Subsidiary in connection with such
Asset Sale, determined on an after-tax basis; and


 




    	-46-



    	 



    

 


(5)         any
Designated Non-Cash Consideration received by the Issuer or any Restricted Subsidiary in connection with the Asset Sale having
an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received in respect of Asset Sales
that is at that time outstanding not to exceed $40 million shall be considered to be cash.


 


(b)          The
Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Issuer or a Restricted Subsidiary, to the extent
the Issuer or such Restricted Subsidiary elects (or is required by the terms of any Debt):


 


(i)          to
Repay secured Debt of the Issuer or a Subsidiary Guarantor (and if the secured Debt being repaid is revolving credit Debt, to correspondingly
permanently reduce commitments with respect thereto), or any Debt of a non-Guarantor Restricted Subsidiary (excluding, in any such
case, any Debt that is owed to the Issuer or an Affiliate of the Issuer);


 


(ii)         to
Repay other Debt of the Issuer or a Restricted Subsidiary (other than Subordinated Obligations and Debt owed to the Issuer or an
Affiliate of the Issuer) so long as the Issuer shall equally and ratably reduce obligations under the Notes (i) on a pro rata
basis pursuant to Section 3.07, (ii) through open-market purchases (to the extent such purchases are at or above 100% of the
principal amount thereof) or (iii) by making an offer (in accordance with the procedures set forth in this Section 4.07 for
a Prepayment Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued
but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or


 


(iii)        to
reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available
Cash received by the Issuer or another Restricted Subsidiary), provided, however, that the Net Available Cash (or
any portion thereof) from Asset Sales from the Issuer to any Subsidiary must be reinvested in Additional Assets of the Issuer.


 


(c)          Any
Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within 365 days from the date of the
receipt of such Net Available Cash or that the Issuer earlier elects to so designate shall constitute “Excess Proceeds,”
provided, however, that a binding commitment to reinvest in Additional Assets pursuant to clause (b)(iii) of this
Section 4.07 shall be treated as a permitted application of the Net Available Cash from the date of such commitment; provided
that (i) such reinvestment is consummated within 180 days of the end of the 365-day period referred to in this sentence, and (ii)
if such reinvestment is not consummated within the period set forth in subclause (i) or such binding commitment is terminated,
the Net Available Cash not so applied will be deemed to be Excess Proceeds.


 


When the aggregate amount of Excess Proceeds
not previously subject to a Prepayment Offer (as defined in this Section 4.07) exceeds $35 million (taking into account income
earned on those Excess Proceeds, if any), the Issuer will be required to make an offer to purchase (the “Prepayment Offer”)
the Notes, which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal
amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase
date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment
date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture. To
the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided
that all Holders have been given the opportunity to tender their Notes for purchase in accordance with this Indenture, the Issuer
or such Restricted Subsidiary may use the remaining amount for any purpose permitted by this Indenture and the amount of Excess
Proceeds will be reset to zero.


 


The term “Allocable Excess Proceeds”
will mean the product of:


 




    	-47-



    	 



    

 


(a)          the
Excess Proceeds, and


 


(b)          a
fraction,


 


(1)         the
numerator of which is the aggregate principal amount of the Notes outstanding on the date of the Prepayment Offer, and


 


(2)         the
denominator of which is the sum of the aggregate principal amount of the Notes outstanding on the date of the Prepayment Offer
and the aggregate principal amount of other Debt of the Issuer outstanding on the date of the Prepayment Offer that is pari
passu in right of payment with the Notes and subject to terms and conditions in respect of Asset Sales similar in all material
respects to the covenant described hereunder and requiring the Issuer to make an offer to purchase such Debt at substantially the
same time as the Prepayment Offer.


 


(d)          (1)
Not later than five Business Days after the Issuer is obligated to make a Prepayment Offer as described in clause (c) of this Section
4.07, the Issuer shall send, or cause to be sent, a written notice, by first-class mail (or electronic transmission in the case
of Notes held in book-entry form), to the Holders, accompanied by information regarding the Issuer and its Subsidiaries as the
Issuer in good faith believes will enable the Holders to make an informed decision with respect to that Prepayment Offer. The notice
shall state, among other things, the purchase price and the purchase date, which shall be, subject to any contrary requirements
of applicable law, a Business Day no earlier than 30 days and no later than 60 days from the date the notice is delivered.


 


(2)         Not
later than the date upon which written notice of a Prepayment Offer is delivered to the Trustee as provided in this Section 4.07,
the Issuer shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Prepayment Offer (the “Offer
Amount”), (ii) the allocation of the Net Available Cash from the Asset Sales pursuant to which such Prepayment Offer
is being made and (iii) the compliance of such allocation with the provisions of clause (c) of this Section 4.07. On or before
the purchase date, the Issuer shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Issuer or a
Wholly Owned Subsidiary is the Paying Agent, shall segregate and hold in trust) in Temporary Cash Investments (other than those
enumerated in clause (b) of the definition of “Temporary Cash Investments”), maturing on the last day prior to the
purchase date or on the purchase date if funds are immediately available by open of business, an amount equal to the Offer Amount
to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Prepayment
Offer remains open (the “Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Notes
or portions thereof that have been properly tendered to and are to be accepted by the Issuer. The Trustee or the Paying Agent shall,
on the purchase date, mail or, in the case of Global Notes, deliver payment to each tendering Holder in the amount of its pro rata
share of the Offer Amount. In the event that the aggregate purchase price of the Notes delivered by the Issuer to the Trustee is
less than the Offer Amount, the Trustee or the Paying Agent shall deliver the excess to the Issuer immediately after the expiration
of the Offer Period for application in accordance with this Section.


 


(3)         Holders
electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Issuer
or its agent at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled
to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, a
facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note that was delivered for
purchase by the Holder and a statement that such Holder is withdrawing its election to have such Note purchased. If at the expiration
of the Offer Period the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuer shall select
the Notes to be purchased on a pro rata basis for all Notes (with such adjustments as may be deemed appropriate by the Issuer
so that only Notes in denominations of $2,000, or integral multiples of $1,000 thereafter, shall be purchased). Holders whose Notes
are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered.


 




    	-48-



    	 



    

 


(4)         At
the time the Issuer delivers Notes to the Trustee that are to be accepted for purchase, the Issuer shall also deliver an Officers’
Certificate stating that such Notes are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section.
A Note shall be deemed to have been accepted for purchase at the time the Trustee or the applicable Paying Agent mails or, in the
case of Global Notes, delivers payment therefor to the surrendering Holder.


 


(e)          The
Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.07. To the extent that the provisions
of any securities laws or regulations conflict with provisions of this Section 4.07, the Issuer will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations under this Section by virtue thereof.


 


Section 4.08         Limitation
on Restrictions on Distributions from Restricted Subsidiaries. The Issuer shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of any Restricted
Subsidiary to:


 


(a)          pay
dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other
obligation owed, to the Issuer or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock
in receiving dividend or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock
shall not be deemed a restriction on the ability to make distributions on Capital Stock),


 


(b)          make
any loans or advances to the Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or
advances made to the Issuer or any Restricted Subsidiary to other Debt Incurred by the Issuer or any Restricted Subsidiary shall
not be deemed a restriction on the ability to make loans or advances), or


 


(c)          sell,
lease or transfer any of its Property to the Issuer or any other Restricted Subsidiary (it being understood that such transfers
shall not include any type of transfer described in clause (a) or (b) above).


 


The foregoing limitations will not apply to
restrictions:


 


(A)         in
effect on the Issue Date, including, but not limited to the Credit Agreement,


 


(B)         relating
to Debt of a Restricted Subsidiary existing at the time it became a Restricted Subsidiary if such restriction was not created in
connection with or in anticipation of the transaction or series of transactions pursuant to which that Restricted Subsidiary became
a Restricted Subsidiary or was acquired by the Issuer,


 




    	-49-



    	 



    

 


(C)         that
result from any amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing of Debt Incurred
pursuant to an agreement referred to in clause (A), (B), (F), (G), (J) or this clause (C) in Section 4.08, provided that
the restriction contained in such amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing
is not materially more restrictive (as determined in good faith by the Issuer’s Board of Directors in a resolution of the
Board of Directors delivered to the Trustee), taken as a whole, than the restrictions of the same type contained in the agreements
or instruments referred to in clauses (A), (B), (F), (G) or (J) or this clause (C), as applicable,


 


(D)         resulting
from the Incurrence of any Permitted Debt as defined in Section 4.04, provided that the restriction is no less favorable
to the Holders in any material respect (as determined in good faith by the Issuer’s Board of Directors in a resolution of
the Board of Directors delivered to the Trustee) than the restrictions of the same type contained in this Indenture, or


 


(E)         existing
by reason of applicable law, rule, regulation or order; and


 


(F)         with
respect to clause (c) in this Section 4.08 only, relating to Debt that is permitted to be Incurred and secured without also
securing the Notes pursuant to Section 4.04 and Section 4.06 that limit the right of the debtor to dispose of the Property securing
that Debt,


 


(G)         encumbering
Property at the time the Property was acquired by the Issuer or any Restricted Subsidiary, so long as the restriction relates solely
to the Property so acquired and was not created in connection with or in anticipation of the acquisition,


 


(H)         resulting
from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements (including,
without limitation, intellectual property licenses entered into in the ordinary course of business) that restrict assignment of
the agreements or rights thereunder,


 


(I)         which
are customary restrictions contained in asset sale agreements limiting the transfer of Property pending the closing of the sale,


 


(J)         existing
by reason of this Indenture, the Notes offered hereby, the Exchange Notes, and the Note Guarantees,


 


(K)         in
respect of any Receivables Subsidiary to the extent set forth in the Accounts Receivable Facility Documents, or


 


(L)         which
are customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale
agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the
Issuer’s Board of Directors and otherwise permitted under the Indenture, which limitation is applicable only to the assets
that are the subject of such agreements.


 


Section 4.09         Limitation
on Transactions with Affiliates. The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
conduct any business or enter into or suffer to exist any transaction or series of transactions (including the purchase, sale,
transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of,
any Affiliate of the Issuer (an “Affiliate Transaction”) unless:


 




    	-50-



    	 



    

 


(a)          the
terms of such Affiliate Transaction are materially no less favorable to the Issuer or that Restricted Subsidiary, as the case may
be, taken as a whole, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not
an Affiliate of the Issuer, and


 


(b)          (i)
if the Affiliate Transaction involves aggregate payments or value in excess of $10 million, the Board of Directors (including a
majority of the disinterested members of the Board of Directors) approves the Affiliate Transaction and, in its good faith judgment,
believes that the Affiliate Transaction complies with clause (a) of this paragraph as evidenced by a resolution of the Board of
Directors promptly delivered to the Trustee and (ii) if the Affiliate Transaction involves aggregate payments or value in excess
of $25 million, the Issuer delivers to the trustee an opinion to the effect that such Affiliate Transaction is fair to the Issuer
or such Restricted Subsidiary from a financial point of view issued by an investment banking firm or advisory firm of national
standing or nationally recognize accounting firm or appraisal firm.


 


Notwithstanding the foregoing limitation, the
Issuer or any Restricted Subsidiary may enter into or suffer to exist the following:


 


(a)          any
transaction or series of transactions between the Issuer and one or more Restricted Subsidiaries or between two or more Restricted
Subsidiaries;


 


(b)          any
Restricted Payment permitted to be made pursuant to Section 4.05 or any Permitted Investment;


 


(c)          any
reasonable or customary employment, consulting, service, severance, termination agreement, employee benefit plan, compensation
arrangement, indemnification arrangement, or any similar arrangement entered into by the Issuer or a Restricted Subsidiary with
a current or former director, officer or employee of the Issuer or a Restricted Subsidiary and payments related thereto; or any
issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment
agreements and other compensation arrangements, options to purchase Capital Stock of the Issuer, restricted stock plans, restricted
stock unit plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits
plans and/or indemnity provided on behalf of directors, officers and employees of the Issuer or a Restricted Subsidiary approved
by the Board of Directors of the Issuer;


 


(d)          (i)
reimbursement of employee travel and lodging costs and other business expenses incurred in the ordinary course of business and
(ii) loans and advances to employees made in the ordinary course of business in compliance with applicable laws and consistent
with the past practices of the Issuer or that Restricted Subsidiary, as the case may be, provided that those loans and advances
do not exceed $5 million in the aggregate at any one time outstanding;


 


(e)          any
issuance of shares of Capital Stock (other than Disqualified Stock) of the Issuer;


 


(f)          any
agreement as in effect on the Issue Date or any amendment, modification, supplement, extension or renewal thereto (so long as such
amendment, modification, supplement, extension or renewal is not materially adverse to the interests of the Holders of the Notes)
or any transaction contemplated thereby;


 




    	-51-



    	 



    

 


(g)          any
agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged or consolidated
with or into the Issuer or a Restricted Subsidiary, as such agreement may be amended, modified, supplemented, extended or renewed
from time to time; provided that such agreement was not entered into contemplation of such acquisition, merger or consolidation,
and so long as any such amendment, modification, supplement, extension or renewal, when taken as a whole, is not materially more
disadvantageous to the Holders, in the reasonable determination of an Officer of the Issuer, than the applicable agreement as in
effect on the date of such acquisition, merger or consolidation;


 


(h)          transactions
with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary
course of the business of the Issuer and its Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture;
provided that in the reasonable determination of an Officer of the Issuer, such transactions are on terms that are not materially
less favorable, when 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;


 


(i)          transactions
in which the Issuer or any Restricted Subsidiary delivers to the Trustee a letter or opinion from an Independent Financial Advisor
stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that
the terms are not materially less favorable, when taken as a whole, than those that might reasonably have been obtained by the
Issuer or such Restricted Subsidiary in a comparable transaction at such time on an arms-length basis from a Person that is not
an Affiliate; and


 


(j)          the
Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in the Offering Memorandum;
and


 


(k)          transactions
in connection with an Accounts Receivable Facility.


 


Section 4.10         Designation
of Restricted and Unrestricted Subsidiaries. The Board of Directors may designate any Restricted Subsidiary or other Subsidiary
of the Issuer to be an Unrestricted Subsidiary if:


 


(a)          the
Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Issuer
or any other Restricted Subsidiary,


 


(b)          immediately
before and after such designation, no Event of Default shall have occurred and be continuing, and


 


(c)          any
of the following:


 


(i)          the
Subsidiary to be so designated has total assets of $10,000 or less,


 


(ii)         if
the Subsidiary has consolidated assets greater than $10,000, then the designation would be permitted under Section 4.05, or


 


(iii)        the
designation is effective immediately upon the entity becoming a Subsidiary of the Issuer (as designated by the Board of Directors
in the manner provided in this Section 4.10).


 




    	-52-



    	 



    

 


Unless so designated as an Unrestricted Subsidiary, any Person that
becomes a Subsidiary of the Issuer will be classified as a Restricted Subsidiary; provided, however, that the Subsidiary
shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of
the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving
pro forma effect to the classification as a Restricted Subsidiary or if the Person is a Subsidiary of an Unrestricted Subsidiary.


 


Except as provided in the first sentence of
the first paragraph of this covenant, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition,
neither the Issuer nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides
that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof
to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other
obligation of any Unrestricted Subsidiary in existence and classified as an Unrestricted Subsidiary at the time the Issuer or the
Restricted Subsidiary is liable for that Debt (including any right to take enforcement action against that Unrestricted Subsidiary).


 


The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to the designation,


 


(x)          the
Issuer could Incur at least $1.00 of additional Debt pursuant to clause (a) of Section 4.04, and


 


(y)          no
Default or Event of Default shall have occurred and be continuing or would result therefrom.


 


Any designation or redesignation of this kind
by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors giving
effect to the designation or redesignation and an Officers’ Certificate that:


 


(a)          certifies
that the designation or redesignation complies with the foregoing provisions, and


 


(b)          gives
the effective date of the designation or redesignation, and the filing with the Trustee to occur after the end of the fiscal quarter
of the Issuer in which the designation or redesignation is made within the time period for which reports are required to be provided
under Section 4.03.


 


Section 4.11         Limitation
on Sale and Leaseback Transactions. The Issuer shall not, and shall not permit any Restricted Subsidiary to, enter into any
Sale and Leaseback Transaction with respect to any Property unless:


 


(a)          the
Issuer or that Restricted Subsidiary would be entitled to:


 


(i)          Incur
Debt in an amount equal to the Attributable Debt with respect to that Sale and Leaseback Transaction pursuant to Section 4.04,
and


 


(ii)         create
a Lien on the Property securing that Attributable Debt without also securing the Notes pursuant to Section 4.06, and


 




    	-53-



    	 



    

 


(b)          the
Sale and Leaseback Transaction is effected in compliance with Section 4.07 after treating all the consideration received in such
Sale and Leaseback Transaction as Net Available Cash of such covenant.


 


Section 4.12         Change
of Control.


 


(a)          Upon
the occurrence of a Change of Control, each Holder shall have the right to require the Issuer to repurchase all or any part of
such Holder’s Notes pursuant to the offer described in this Section 4.12 (the “Change of Control Offer”)
at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the purchase date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date).


 


(b)          Within
30 days following any Change of Control, the Issuer shall send or cause to be sent by first-class mail (or electronic transmission
in the case of Notes held in book-entry form), with a copy to the Trustee, to each Holder, at such Holder’s address appearing
in the Note register, a notice stating: (A) that a Change of Control has occurred and a Change of Control Offer is being made pursuant
to this Section 4.12 and that all Notes timely tendered will be accepted for payment; (B) the Change of Control Purchase Price
and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30
days nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”); and
(C) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment and the procedures
that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.


 


(c)          Holders
electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed and attached
to the Note, or transfer by book-entry transfer, to the Issuer or its agent at the address specified in the notice at least three
Business Days prior to the Change of Control Payment Date. Holders shall be entitled to withdraw their election if the Trustee
or the Issuer receives not later than one Business Day prior to the Change of Control Payment Date, a facsimile transmission or
letter setting forth the name of the Holder, the principal amount of the Note that was delivered for purchase by the Holder and
a statement that such Holder is withdrawing its election to have such Note purchased.


 


(d)          Prior
to the Change of Control Payment Date, the Issuer shall irrevocably deposit with either the Trustee or with the Paying Agent (or,
if the Issuer, the Parent Guarantor or any of its Wholly Owned Subsidiaries is acting as the Paying Agent, segregate and hold in
trust) in cash an amount equal to the Change of Control Purchase Price payable to the Holders entitled thereto, to be held for
payment in accordance with the provisions of this Section. On the Change of Control Payment Date, the Issuer shall deliver to the
Trustee the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuer for payment. The
Trustee or the Paying Agent shall, on the Change of Control Payment Date, mail or, in the case of Global Notes, deliver payment
to each tendering Holder of the Change of Control Purchase Price. In the event that the aggregate Change of Control Purchase Price
is less than the amount delivered by the Issuer to the Trustee or the Paying Agent, the Trustee or the Paying Agent, as the case
may be, shall deliver the excess to the Issuer immediately after the Change of Control Payment Date.


 


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


 




    	-54-



    	 



    

 


(f)          The
Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the purchase of Notes pursuant to this Section. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section, the Issuer will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations under this Section by virtue thereof.


 


The Issuer shall have the right to redeem the
Notes at 101% of the principal amount thereof following the consummation of a Change of Control if at least 90% of the Notes outstanding
prior to such consummation are purchased pursuant to a Change of Control Offer with respect to such Change of Control.


 


Section 4.13         Further
Instruments and Acts. Upon request of the Trustee, the Issuer shall execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.


 


Section 4.14         Additional
Note Guarantees. The Issuer shall not permit any of its Restricted Subsidiaries that is a Wholly Owned Subsidiary (and any
U.S. Subsidiary that is a non-Wholly Owned Subsidiary if such non-Wholly Owned Subsidiary guarantees other capital markets debt
securities of a Guarantor), other than the Guarantors, to guarantee the payment of any Debt of the Issuer or any other Guarantor
incurred under a Credit Facility or other capital markets debt securities (other than Debt payable to the Issuer or Restricted
Subsidiary) unless:


 


(i)          such
Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a Guarantee
by such Restricted Subsidiary, except that with respect to a guarantee of Debt of the Issuer or any Guarantor


 


(A)         if
the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Debt, the Guarantee under the supplemental
indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Debt substantially to the
same extent as the notes are subordinated to such Debt; and


 


(B)         if
such Debt is by its express terms subordinated in right of payment to the notes or such Guarantor’s Guarantee, any such guarantee
by such Restricted Subsidiary with respect to such Debt shall be subordinated in right of payment to such Guarantee substantially
to the same extent as such Debt is subordinated to the notes;


 


(ii)         such
Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement,
indemnity or subrogation or any other rights against any other Restricted Subsidiary as a result of any payment by such Restricted
Subsidiary under its Guarantee; and


 


(iii)        such
Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel stating that:


 


(A)         such
Guarantee has been duly executed and authorized; and


 




    	-55-



    	 



    

 


(B)         such
Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement
thereof may be limited by bankruptcy, insolvency or similar laws (including all laws relating to fraudulent transfers) and except
insofar as enforcement thereof is subject to general principals of equity; provided that this covenant shall not be applicable
to any Guarantee of any Restricted Subsidiary that existed on the Issue Date or at the time such Person became a Restricted Subsidiary
and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; provided, further,
that no Receivables Subsidiary will be required to become a Guarantor at any time. Each Guarantee shall be released in accordance
with the provisions of Section 10.09.


 


Section 4.15         Conduct
of Business of Receivables Subsidiaries. Notwithstanding anything to the contrary contained herein, the Issuer will not permit
any Receivables Subsidiary to engage in any business activities (including, but not limited to, making acquisitions or Investments)
or incur or assume any liabilities other than, in each case, solely in connection with the transactions contemplated by the Accounts
Receivable Facility Documents.


 


Section 4.16         Existence.
The Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and the
existence of each of its Restricted Subsidiaries in accordance with their respective organizational documents, and the material
rights, licenses and franchises of the Issuer and each Restricted Subsidiary, provided that the Issuer is not required to
preserve any such right, license or franchise, or the existence of any Restricted Subsidiary, if the maintenance or preservation
thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole; and
provided further that this Section does not prohibit any transaction otherwise permitted by Section 4.07 or Article 5.


 


Section 4.17         Payment
of Taxes and other Claims. The Issuer will pay or discharge, and cause each of its Restricted Subsidiaries to pay or discharge
before the same become delinquent (i) all material taxes, assessments and governmental charges levied or imposed upon the Issuer
or any Restricted Subsidiary or its income or profits or property, and (ii) all material lawful claims for labor, materials and
supplies that, if unpaid, might by law become a Lien upon the property of the Issuer or any Restricted Subsidiary, other than any
such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate
proceedings and for which adequate reserves have been established.


 


Section 4.18         Maintenance
of Properties and Insurance. The Issuer will cause all properties used or useful in the conduct of its business or the business
of any of its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order as in the judgment
of the Issuer may be necessary so that the business of the Issuer and its Restricted Subsidiaries may be properly and advantageously
conducted at all times; provided that nothing in this Section prevents the Issuer or any Restricted Subsidiary from discontinuing
the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is,
in the judgment of the Issuer, desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries taken as
a whole.


 


Section 4.19         Annual
Officer’s Certificate as to Compliance. Not later than ten (10) business days after the date Parent Guarantor files its
Form 10-K with the SEC, and in any event not later than one hundred and twenty (120) days after the end of each fiscal year of
Parent Guarantor, beginning with the Form 10-K filed with respect to the fiscal year ended December 31, 2015, the Issuer shall
deliver to the Trustee a certificate (which need not comply with Section 12.05 of this Indenture) executed by the principal executive
officer, principal financial officer or principal accounting officer of the Issuer as to such officer’s knowledge of the
Issuer’s compliance with all conditions and covenants under this Indenture, such compliance to be determined without regard
to any period of grace or requirement of notice provided under this Indenture.


 




    	-56-



    	 



    

 


Section 4.20         Compliance
with OFAC Rules and Regulations. The Issuer hereby represents and warrants that, as of the date of this Indenture, neither
it, Parent Guarantor nor any of their Subsidiaries nor, to the knowledge of the Issuer, Parent Guarantor or any of their Subsidiaries,
any affiliates acting on behalf of the Issuer, Parent Guarantor or any of their Subsidiaries: (a) is a Person that is, or is owned
or controlled by Persons that are, currently the subject of sanctions (collectively, “Sanctions” and each such
Person a “Sanctioned Person”) administered or enforced by the U.S. Department of the Treasury’s Office
of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European
Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively a “Sanctioning Authority”);
(b) is located, incorporated, organized, or resident in a country or territory that, as of the date of this Indenture, is, or whose
government is, the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and the Crimea region
of Ukraine) (each a “Sanctioned Country”); and (c) has any business affiliation or commercial dealings with
or investments in any Sanctioned Country or Sanctioned Person unless otherwise approved by a Sanctioning Authority.


 


The Issuer covenants that it will not take any
action, omit to take any action, or engage in any activity which would render any of the foregoing representations or warranties
untrue at any time and will promptly notify each party if any of the foregoing representations and warranties are no longer true.


 


ARTICLE 5


 


SUCCESSOR ISSUER


 


Section 5.01         When
Issuer May Merge or Transfer Assets. The Issuer shall not merge, consolidate or amalgamate with or into any other Person or
sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series
of transactions unless:


 


(a)          the
Issuer shall be the surviving Person (the “Surviving Person”) or the Surviving Person (if other than the Issuer)
formed by that merger, consolidation or amalgamation or to which that sale, transfer, assignment, lease, conveyance or disposition
is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the
District of Columbia;


 


(b)          the
Surviving Person (if other than the Issuer) expressly assumes, by supplemental indenture, executed and delivered to the trustee
by that Surviving Person, in the case of a Surviving Person formed by the merger, consolidation or amalgamation with the Issuer
or to which the sale, transfer, assignment, lease, conveyance or disposition is with respect to all or substantially all of the
Property of the Issuer, the due and punctual payment of the principal of, and premium, if any, and interest on, all the notes,
according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture
to be performed by the Issuer;


 


(c)          in
the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the
Issuer, that Property shall have been transferred as an entirety or virtually as an entirety to one Person;


 


(d)          immediately
before and after giving effect to that transaction or series of transactions on a pro forma basis (and treating, for purposes of
this clause (d) and clause (e) of this Section 5.01, any Debt that becomes, or is anticipated to become, an obligation of the Surviving
Person or any Restricted Subsidiary as a result of that transaction or series of transactions as having been Incurred by the Surviving
Person or the Restricted Subsidiary at the time of that transaction or series of transactions), no Default or Event of Default
shall have occurred and be continuing;


 




    	-57-



    	 



    

 


(e)          immediately
after giving effect to that transaction or series of transactions on a pro forma basis, the Issuer or the Surviving Person (if
the Surviving Person was previously the Issuer), as the case may be, (i) would be able to Incur at least $1.00 of additional Debt
under clause (a) of Section 4.04 or (ii) the Consolidated Fixed Charges Coverage Ratio of the Issuer or the Surviving Person (if
the Surviving Person was previously the Issuer), as applicable, would be greater than or equal to such ratio immediately prior
to such transaction, provided, however, that this clause (e) shall not be applicable to the Issuer merging,
consolidating or amalgamating with or into an Affiliate incorporated solely for the purpose of reincorporating the Issuer in a
State of the United States so long as the amount of Debt of the Issuer and the Restricted Subsidiaries is not increased thereby;
and


 


(f)          the
Issuer shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an
Officers’ Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture, if any,
in respect thereto comply with this Section 5.01 and that all conditions precedent herein provided for relating to the transaction,
have been satisfied.


 


The Surviving Person shall succeed to, and be
substituted for, and may exercise every right and power of the Issuer under this Indenture, but the predecessor Issuer in the case
of:


 


(a)          a
sale, transfer, assignment, conveyance or other disposition (unless that sale, transfer, assignment, conveyance or other disposition
is of all the assets of the Issuer as an entirety or virtually as an entirety), or


 


(b)          a
lease,


 


shall not be released from any obligation to pay the principal of,
premium, if any, and interest on, the Notes, in the case of the Issuer.


 


Section 5.02         When
Parent Guarantor May Merge or Transfer Assets. Parent Guarantor shall not merge, consolidate or amalgamate with or into any
other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one
transaction or series of transactions unless:


 


(a)          Parent
Guarantor shall be the surviving Person or the Surviving Parent (if other than Parent Guarantor) formed by that merger, consolidation
or amalgamation or to which that sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized
and existing under the laws of the United States of America, any State thereof or the District of Columbia (each such Person being
herein called the “Surviving Parent”);


 


(b)          the
Surviving Parent (if other than Parent Guarantor) expressly assumes, by supplemental indenture executed and delivered to the trustee
by that Surviving Parent, in the case of a Surviving Parent formed by the merger, consolidation or amalgamation with Parent Guarantor
or to which the sale, transfer, assignment, lease, conveyance or disposition is with respect to all or substantially all of the
Property of Parent Guarantor, the due and punctual payment of the principal of, and premium, if any, and interest on, all the notes,
according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture
to be performed by Parent Guarantor;


 




    	-58-



    	 



    

 


(c)          in
the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of Parent
Guarantor that Property shall have been transferred as an entirety or virtually as an entirety to one Person;


 


(d)          immediately
before and after giving effect to that transaction or series of transactions on a pro forma basis, no Default or Event of Default
shall have occurred and be continuing; and


 


(e)          Parent
Guarantor, shall deliver, or cause to be delivered, to the trustee, in form and substance reasonably satisfactory to the trustee,
an Officers’ Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture, if
any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to the transaction
have been satisfied.


 


The Surviving Parent shall succeed to, and be
substituted for, and may exercise every right and power of Parent Guarantor under this Indenture.


 


Section 5.03         When
Subsidiary Guarantors May Merge or Transfer Assets. No Subsidiary Guarantor may merge, consolidate or amalgamate with or into
any other Person; or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any
one transaction or series of transactions; or permit any Person to merge, consolidate or amalgamate with or into the Subsidiary
Guarantor unless:


 


(a)          the
other Person is the Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor concurrently
with the transaction; or


 


(b)          (1)
either (x) the Subsidiary Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes
by supplemental indenture all of the obligations of the Subsidiary Guarantor under its Note Guarantee; and


 


(2)         immediately
after giving effect to the transaction, no Default has occurred and is continuing; or


 


(c)          the
transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Subsidiary Guarantor or
the sale or disposition of all or substantially all the Property of the Subsidiary Guarantor (in each case other than to the Issuer
or a Restricted Subsidiary) otherwise permitted by this Indenture.


 


ARTICLE 6


 


DEFAULTS AND REMEDIES


 


Section 6.01         Events
of Default. The following events shall be “Events of Default”:


 


(a)          the
Issuer fails to make the payment of any interest on any Note when the same becomes due and payable, and that failure continues
for a period of 30 days;


 




    	-59-



    	 



    

 


(b)          the
Issuer fails to make the payment of any principal of, or premium, if any, on, any Note when the same becomes due and payable at
its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;


 


(c)          the
Issuer fails to comply with Article 5;


 


(d)          the
Issuer fails to comply with any other covenant or agreement in the Notes or in this Indenture (other than a failure that is the
subject of the foregoing clause (a), (b) or (c)) and such failure continues for 60 days after written notice is given to the Issuer
as specified in this Section 6.01;


 


(e)          a
default under any Debt by the Issuer or any Restricted Subsidiary that results in acceleration of the maturity of that Debt, or
failure to pay any Debt at maturity, in an aggregate amount greater than $30 million or its foreign currency equivalent at the
time;


 


(f)          any
judgment or judgments for the payment of money in an aggregate amount in excess of $30 million (or its foreign currency equivalent
at the time) (net of amounts covered by insurance or bonded) that shall be rendered against Parent Guarantor, the Issuer or any
Restricted Subsidiary and that shall not be waived, satisfied, annulled, discharged or rescinded for any period of 60 consecutive
days during which a stay of enforcement shall not be in effect;


 


(g)          the
Issuer, Parent Guarantor or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:


 


(i)          commences
a voluntary case;


 


(ii)         consents
to the entry of an order for relief against it in an involuntary case;


 


(iii)        consents
to the appointment of a Custodian of it or for any substantial part of its property; or


 


(iv)        makes
a general assignment for the benefit of its creditors;


 


or takes any comparable action under any foreign laws
relating to insolvency;


 


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


 


(i)          is
for relief against the Issuer or any Significant Subsidiary in an involuntary case;


 


(ii)         appoints
a Custodian of the Issuer or any Significant Subsidiary or for any substantial part of its property;


 


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


 


(iv)        grants
any similar relief under any foreign laws;


 


and in each such case the order or decree remains unstayed
and in effect for 60 days; and


 




    	-60-



    	 



    

 


(i)          any
Note Guarantee ceases to be in full force and effect, other than in accordance with the terms of this Indenture, or Parent Guarantor
or a Subsidiary Guarantor denies or disaffirms its obligations under its Note Guarantee (the “note guarantee provisions”).


 


A Default under clause (d) is not an Event of
Default until the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding notify
the Issuer of the Default and the Issuer does not cure that Default within the time specified after receipt of such notice (the
“Notice of Default”). The notice must specify the Default, demand that it be remedied and state that the notice
is a “Notice of Default.”


 


The Issuer shall deliver to the Trustee, within
30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any event that with the giving
of notice and the lapse of time would become an Event of Default, its status and what action the Issuer is taking or proposes to
take with respect thereto.


 


The Trustee shall be under no obligation to
determine whether any Event of Default or potential Event of Default has occurred.


 


The Trustee shall have the right to notify any
agent that it is to act as agent of the Trustee following an Event of Default or potential Event of Default as needed. The liability
of the Trustee to any such agent acting in such manner is to be limited to the amount held by the Trustee on the trusts of the
Indenture.


 


Following an Event of Default or potential Event
of Default, the Trustee shall have the right to notify the Issuer to make all payments following an Event of Default or potential
Event of Default to or to the order of the Trustee.


 


Section 6.02         Acceleration.
If an Event of Default with respect to the Notes (other than an Event of Default specified in Sections 6.01(g) or 6.01(h) with
respect to the Issuer) shall have occurred and be continuing, the Trustee (at the written direction of, and as indemnified by,
the registered Holders of not less than 25% in aggregate principal amount of Notes) or the registered Holders of not less than
25% in aggregate principal amount of Notes then outstanding may, by notice to the Issuer and the Trustee, declare to be immediately
due and payable the principal amount of all the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration.
Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in
Sections 6.01(g) or 6.01(h) with respect to the Issuer occurs, the principal of and accrued and unpaid interest on all the Notes
shall be due and payable immediately without any declaration or other act by the Trustee or the Holder of the Notes. After any
such acceleration but before a judgment or decree based on acceleration is obtained by the Trustee, the Holders of a majority in
aggregate principal amount of the outstanding Notes may, by notice to the Trustee and the Issuer, rescind and annul any declaration
of acceleration (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have
been cured or waived (other than nonpayment of principal, premium, or interest that has become due solely because of the acceleration),
and (iii) there has been deposited with the Trustee a sum sufficient to pay all sums paid or advanced by the Trustee and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel incurred in connection with the rescinded
Event of Default. No such rescission shall affect any subsequent Default or impair any right consequent thereto.


 


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, or premium, if any, or interest on, the Notes or to enforce the performance of any provision of the Notes or this
Indenture.


 




    	-61-



    	 



    

 


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.


 


Section 6.04         Waiver
of Past Defaults. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee
may waive an existing Default and its consequences except (i) a Default in the payment of the principal of or interest on a Note
or (ii) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Noteholder affected.
When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any
consequent right. 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 (including the payment of default interest, if any), the Default
that resulted solely because that Initial Default will also be cured without any further action.


 


Section 6.05         Control
by Majority. The Holders of a majority in aggregate principal amount of the Notes then outstanding may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines is unduly prejudicial to the rights of other Noteholders or would involve the Trustee
in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction. Subject to Section 7.01, in case an Event of Default shall occur and be continuing,
the Trustee shall be under no obligation to exercise any of its rights or powers hereunder at the request or direction of any of
the Holders, unless the Holders shall have offered to the Trustee indemnity reasonably satisfactory to it.


 


Section 6.06         Limitation
on Suits. A Noteholder may not pursue any remedy with respect to this Indenture or the Notes unless:


 


(a)          such
Holder shall have previously given to the Trustee written notice of a continuing Event of Default;


 


(b)          the
Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall have made a written request, and such
Holder or Holders shall have offered indemnity reasonably satisfactory to the Trustee to institute such proceeding as trustee;
and


 


(c)          the
Trustee has not received from the Holders of a majority in aggregate principal amount of the Notes outstanding a direction inconsistent
with such request and has failed to institute such proceeding within 60 days after such notice.


 


The foregoing limitations on the pursuit of
remedies by a Noteholder shall not apply to a suit instituted by a Holder for the enforcement of payment of the principal of, and
premium, if any, or interest on such Note on or after the applicable due date specified in such Note. A Noteholder may not use
this Indenture to prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder (it
being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are
unduly prejudicial to such Holders).


 


Section 6.07         Rights
of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment
of principal of, and interest on, the Notes held by such Holder, on or after the respective due dates expressed in the Notes, or
to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without
the consent of such Holder.


 




    	-62-



    	 



    

 


Section 6.08         Collection
Suit by Trustee. If an Event of Default specified in Section 6.01(a) or 6.01(b) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due and owing (together
with interest on any unpaid interest to the extent lawful) and the amounts provided for in this Indenture.


 


Section 6.09         Trustee
May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Noteholders allowed in any judicial proceedings relative to the Issuer, its
creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election
of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for such compensation as agreed upon in writing by the
parties hereto, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the
Trustee under this Indenture, or in connection with the transactions contemplated hereunder.


 


Section 6.10         Priorities.
If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following
order:


 


FIRST: to the Trustee for amounts
due under this Indenture;


 


SECOND: to the other agents as may
be appointed under this Indenture;


 


THIRD: to Noteholders for amounts
due and unpaid on the Notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for principal and interest, respectively; and


 


FOURTH: to the Issuer.


 


The Trustee may fix a record date and payment
date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Issuer shall mail to
each Noteholder and the Trustee a notice that states the record date, the payment date and amount to be paid.


 


Section 6.11         Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit (other than the Trustee), having due regard to the merits
and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount of the Notes.


 


Section 6.12         Waiver
of Stay or Extension Laws. The Issuer (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution
of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law
had been enacted.


 




    	-63-



    	 



    

 


Section 6.13         Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted a proceeding to enforce any right or remedy under the Indenture
and the proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to the
Holder, then, subject to any determination in the proceeding, the Issuer, the Guarantors, the Trustee and the Holders will be restored
severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Issuer, the Guarantors,
the Trustee and the Holders will continue as though no such proceeding had been instituted.


 


Section 6.14         Rights
and Remedies Cumulative. No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is
intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative
and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other
right or remedy.


 


Section 6.15         Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon
any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


ARTICLE 7


 


TRUSTEE


 


Section 7.01         Duties
of Trustee.


 


(a)          If
an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture
(additional to any powers under general law) and use the same degree of care and skill in its exercise as a prudent Person would
exercise or use under the circumstances in the conduct of such Person’s own affairs.


 


(b)          Except
during the continuance of an Event of Default:


 


(i)          the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied duties,
covenants or obligations shall be read into this Indenture against the Trustee, where duties and obligations shall be determined
solely by the express provisions of this Indenture; and


 


(ii)         in
the absence of 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 shall examine the certificates and opinions to determine whether or not they conform to the
requirements of this Indenture but need not confirm or investigate the accuracy of any mathematical calculations or other facts
stated therein; provided, the Trustee shall not be responsible for the content of legal opinion letters, whether delivered
to it or on its behalf.


 


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


 


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


 




    	-64-



    	 



    






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


 


(iii)        the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to the terms of this Indenture.


 


(d)          Every
provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section.


 


(e)          The
Trustee shall not be liable for interest or payment of interest on any money received by it except as the Trustee may agree in
writing with the Issuer, and the Trustee disclaims any obligation to otherwise manage such money.


 


(f)          Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(g)          No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in
the performance of any of its duties hereunder or in the exercise of any of its rights or powers.


 


(h)          Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall
be subject to the provisions of this Section and to the provisions of the TIA, and the provisions of this Article 7 shall apply
to the Trustee in its role as Registrar, Paying Agent, Notes Custodian and Authentication Agent.


 


(i)          The
Trustee shall not be deemed to have notice of a Default or an Event of Default unless a Trust Officer of the Trustee has received
written notice thereof (in accordance with the notice provisions of this Indenture) from the Issuer or any Holder and such notice
references the Notes and this Indenture.


 


(j)          The
Trustee shall not be precluded from entering into transactions with any other party hereto that are separate from those contemplated
under this Indenture.


 


Section 7.02         Rights
of Trustee.


 


(a)          The
Trustee may conclusively rely on any document (whether in its original or facsimile 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. The
Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit
and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Issuer, personally or by agent or attorney at the expense of the Issuer and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation. Knowledge shall not be imputed to the Trustee unless a Trust
Officer within the Trustee’s corporate trust department has actual knowledge thereof.


 


(b)          Before
the Trustee acts or refrains from acting, it shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel.
The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate
or Opinion of Counsel.


 


(c)          The
Trustee may act through agents and/or attorneys and shall not be responsible for the misconduct or negligence of any agent or attorney
appointed with due care.


 




    	-65-



    	 



    

 


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


 


(e)          The
Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating
to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action
taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(f)          The
permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified
herein.


 


(g)          The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security and/or indemnity
satisfactory to it against the costs, expenses and liabilities which might be incurred by the Trustee in compliance with such request
or direction.


 


(h)          The
Trustee may employ or retain accountants, appraisers or other experts or advisers as it may reasonably require for the purpose
of determining and discharging its rights and duties hereunder and shall not be responsible for any misconduct on the part of any
of them selected with due care.


 


(i)          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.


 


(j)          The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other
Person employed to act hereunder.


 


(k)          The
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.


 


(l)          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.


 


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


 


(n)          The
Trustee shall be under no obligation to monitor or supervise any other Person


 


(o)          Unless
required by applicable law or the express terms of this Indenture, Holders shall not have the right to compel disclosure of information
made available to the Trustee in connection with this Indenture.


 




    	-66-



    	 



    

 


(p)          When
required to consider the interests of Holders, the Trustee may consider the general interest of the Holders as a class and need
not have regard to particular circumstances of individual Holders.


 


(q)          Issuer
shall make transaction documents available to Holders. Upon proof that requesting party is a Holder, the Trustee shall provide
a transaction document or transaction documents only when so instructed by the Issuer.


 


(r)          Issuer
shall notify the Trustee of any late payments made to Holders.


 


The provisions of this Section 7.02 shall
survive satisfaction and discharge or the termination, for any reason, of this Indenture and the resignation and/or removal of
the Trustee.


 


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 its Affiliates or any other party hereto with the same rights it would have if it were not Trustee. Any
Paying Agent, Registrar or co-registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10 and
7.11.


 


Section 7.04         Trustee’s
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity, priority or adequacy of
this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall
not be responsible for any statement of the Issuer in this Indenture or in any other document other than the certificate of authentication
executed by the Trustee.


 


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 shall
mail to each Noteholder notice of the Default or Event of Default within 90 days after written notice of it is received by a Trust
Officer of the Trustee. Except in the case of a Default or Event of Default in payment of principal of or interest on any Note,
the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding
the notice is in the interests of Noteholders.


 


Section 7.06         Reports
by Trustee to Holders. As promptly as practicable after each December 31 beginning with December 31, 2015, and in any event
prior to February 28 in each year, the Trustee shall mail to each Noteholder a brief report dated as of December 31 each year that
complies with TIA § 313(a), if and to the extent required by such subsection. The Trustee shall also comply with TIA §
313(b).


 


A copy of each report at the time of its
mailing to Noteholders shall be filed with the SEC and each stock exchange (if any) on which the Notes are listed. The Issuer agrees
to notify promptly the Trustee whenever the Notes become listed on any stock exchange and of any delisting thereof.


 




    	-67-



    	 



    

 


Section 7.07         Compensation
and Indemnity. The Issuer and the Guarantors shall pay to the Trustee from time to time such reasonable compensation for its
services as agreed upon in writing by the parties hereto. The Trustee’s compensation shall not be limited by any law on compensation
of a trustee of an express trust. The Issuer and Guarantors shall reimburse the Trustee upon request for all reasonable, documented
out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and reasonable, documented out-of-pocket expenses, disbursements and advances
of the Trustee’s agents, counsel, accountants and experts. The Issuer and Guarantors shall indemnify the Trustee and every
receiver, attorney, manager, agent or other person appointed by the Trustee hereunder against any and all loss, liability, claim,
damage, penalty, action, suit, cost and expense (including reasonable attorneys’ fees and out-of-pocket expenses and taxes
(other than taxes based upon, measured by or determined by the income of the Trustee)) incurred by it in connection with the acceptance
or administration of the trust hereunder and/or the transactions contemplated under this Indenture and the Trustee shall have no
liability or responsibility for any action or inaction on the part of any Paying Agent, Registrar, Authentication Agent or any
successor trustee. The Trustee shall notify the Issuer and the Guarantors promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Issuer and the Guarantors shall not relieve the Issuer or any of the Guarantors of their
respective obligations hereunder except to the extent that the Issuer or any of the Guarantors shall have been actually prejudiced
as a result of such failure. The Issuer and the Guarantors shall defend the claim and the Trustee may participate in the defense
and have separate counsel, and the Issuer and the Guarantors shall pay the fees and expenses of such counsel. None of the Issuer
or any of the Guarantors shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred
by the Trustee through the Trustee’s own willful misconduct or negligence. The Issuer need not pay for any settlement made
by the Trustee without the Issuer’s consent, such consent not to be unreasonably withheld. None of the Issuer or any of the
Guarantors shall be required to pay for any settlement made by the Trustee without the Issuer’s consent, such consent not
to be unreasonably withheld. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to
its officers, directors, employees, agents, successors and assigns.


 


To secure the Issuer and Guarantors’
payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected
by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes.


 


The Issuer and Guarantors’ payment
obligations pursuant to this Section shall survive the resignation or removal of the Trustee and the discharge of this Indenture.
When the Trustee incurs expenses after the occurrence of a Default specified in Sections 6.01(g) or 6.01(h) with respect to the
Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.


 


The provisions of this Section 7.07 shall
survive the satisfaction and discharge or termination, for any reason, of this Indenture and the resignation or removal of the
Trustee.


 


Section 7.08         Replacement
of Trustee. The Trustee may resign at any time by so notifying the Issuer. The Holders of a majority in aggregate principal
amount of the Notes then outstanding may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The
Issuer shall remove the Trustee if:


 


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


 


(b)          the
Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;


 


(c)          a
receiver or other public officer takes charge of the Trustee or its property; or


 


(d)          the
Trustee otherwise becomes incapable of acting.


 


If the Trustee resigns, is removed by the
Issuer or by the Holders of a majority in aggregate principal amount of the Notes then outstanding and such Holders do not reasonably
promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event
being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.


 




    	-68-



    	 



    

 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.
The Issuer shall mail a notice of any proposed succession to Noteholders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.


 


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


 


If the Trustee fails to comply with Section
7.10, any Noteholder who has been a bona fide Holder of a Note for at least six months may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor Trustee.


 


Notwithstanding the replacement or resignation
of the Trustee pursuant to this Section, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the
Trustee and survive the termination of this Indenture.


 


Section 7.09         Successor
Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or
banking association without any further act shall be the successor Trustee.


 


Section 7.10         Eligibility;
Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have (or,
in the case of a corporation included in a bank holding company system, the related bank holding company shall have) a combined
capital and surplus of at least $25.0 million as set forth in its (or its related bank holding company’s) most recent published
annual report of condition. The Trustee shall comply with TIA § 310(b), subject to the penultimate paragraph thereof; provided,
however, that there shall be excluded from the operation of TIA § 310(b)(i) any indenture or indentures under which
other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements
for such exclusion set forth in TIA § 310(b)(1) are met.


 


Section 7.11         Preferential
Collection of Claims Against Issuer. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed
in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.


 


ARTICLE 8


 


DISCHARGE OF INDENTURE;
DEFEASANCE


 


Section 8.01         Discharge
of Liability on Notes; Defeasance.


 


(a)          When
(i) the Issuer delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.07) for cancellation
and the Issuer has paid all sums payable by it hereunder, or (ii) (A) all outstanding Notes mature within one year or all of the
outstanding Notes are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the
notice of redemption, (B) the Issuer irrevocably deposits with the Trustee funds or U.S. Government Obligations, sufficient in
the opinion of a nationally recognized accounting firm, to pay at maturity or upon redemption all outstanding Notes, including
interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), (C) no Default has occurred
and is continuing on the date of the deposit, (D) the deposit will not result in a breach or violation of, or constitute default
under, this Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound, and
(E) the Issuer pays all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.01(c), cease
to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuer
accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Issuer.


 




    	-69-



    	 



    

 


(b)          Subject
to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture
(“legal defeasance option”) or (ii) its obligations under Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13 and 4.14 and the operation of Sections 6.01(d) (with respect to the covenants of Article 4 identified in
the immediately preceding paragraph), 6.01(e), 6.01(f), 6.01(g), 6.01(h) and 6.01(i) (but, in the case of Sections 6.01(g) and
6.01(h), with respect only to Significant Subsidiaries) and the limitations contained in clause (e) of Section 5.01 (“covenant
defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option.


 


If the Issuer exercises its legal defeasance
option, payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance
option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(d) (with respect
to the covenants of Article 4 identified in the immediately preceding paragraph), 6.01(e), 6.01(f), 6.01(g), 6.01(h) or 6.01(i)
(with respect only to Significant Subsidiaries in the case of Sections 6.01(g) and 6.01(h)) or because of the failure of the Issuer
to comply with the limitations contained in clause (e) of Section 5.01.


 


Upon satisfaction of the conditions set
forth herein and upon request of the Issuer, accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent specified herein relating to the defeasance contemplated have been complied with, the Trustee shall
acknowledge in writing the discharge of those obligations that the Issuer terminates.


 


(c)          Notwithstanding
clauses (a) and (b) in this Section 8.01, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and
8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07 and 8.05
shall survive such satisfaction or discharge.


 


Section 8.02         Conditions
to Defeasance. The Issuer may exercise its legal defeasance option or its covenant defeasance option only if:


 


(a)          the
Issuer irrevocably deposits in trust with the Trustee money in U.S. Dollars or U.S. Government Obligations for the payment of principal
of and interest (including premium, if any) on the Notes to maturity or redemption;


 


(b)          the
Issuer delivers to the Trustee a certificate from a nationally recognized accounting firm expressing their opinion that the payments
of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money
without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest (including
premium, if any) when due on all the Notes to maturity or redemption, as the case may be;


 


(c)          no
Default or Event of Default has occurred and is continuing on the date of the deposit and after giving effect thereto;


 




    	-70-



    	 



    

 


(d)          the
deposit does not constitute a default under any other agreement or instrument binding on the Issuer;


 


(e)          the
Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute,
or is qualified as, a regulated investment Issuer under the Investment Issuer Act of 1940;


 


(f)          in
the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i)
the Issuer has received from the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change
in the applicable federal income tax law, to the effect, in either case, that, and based thereon such Opinion of Counsel shall
confirm that, the Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance
and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such defeasance had not occurred;


 


(g)          in
the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Noteholders will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance
and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such covenant defeasance had not occurred; and


 


(h)          the
Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
to the defeasance and discharge of the Indenture and the Notes as contemplated by this Article 8 have been complied with.


 


Simultaneous with a deposit, the Issuer
may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.


 


Section 8.03         Application
of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article
8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance
with this Indenture to the payment of principal of and interest on the Notes.


 


Section 8.04         Repayment
to Issuer. The Trustee and the Paying Agent shall promptly turn over to the Issuer upon written request any excess money or
securities held by them upon satisfaction of the conditions and occurrence of the events set forth in this Article 8.


 


Subject to any applicable abandoned property
law, the Trustee and the Paying Agent shall pay to the Issuer upon request any money held by them for the payment of principal
or interest that remains unclaimed for two years, and, thereafter, Noteholders entitled to the money must look to the Issuer for
payment as general creditors.


 


Section 8.05         Indemnity
for U.S. Government Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government
Obligations.


 




    	-71-



    	 



    

 


Section 8.06         Reinstatement.
If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 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 obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is permitted
to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that,
if the Issuer has made any payment of interest on or principal of 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 U.S. Government
Obligations held by the Trustee or Paying Agent.


 


ARTICLE 9


 


AMENDMENTS


 


Section 9.01         Without
Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Notes without notice to or consent of any Noteholder:


 


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


 


(b)          to
provide for the assumption by a successor of the obligations of the Issuer or any Guarantor under this Indenture,


 


(c)          to
provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated
Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes
are described in Section 163(f)(2)(B) of the Code;


 


(d)          to
add Guarantees with respect to the Notes or release Guarantors from their Note Guarantees as provided by the terms of this Indenture
or the Note Guarantees;


 


(e)          to
secure the Notes (and, thereafter, provide releases of collateral in accordance with the security documents entered into in connection
therewith), to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred
upon the Issuer;


 


(f)          to
make any change that does not adversely affect the rights of any Noteholder;


 


(g)          to
comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under
the TIA;


 


(h)          to
provide for the issuance of Additional Notes in accordance with this Indenture;


 


(i)          to
provide for the issuance of Exchange Notes that shall have terms substantially identical in all respects to the Notes (except that
the transfer restrictions contained in the notes shall be modified or eliminated as appropriate) and which shall be treated, together
with any outstanding Notes, as a single class of securities;


 


(j)          to
provide for the appointment of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to
act as such under the terms of this Indenture; or


 


(k)          to
conform any provision of this Indenture to the “Description of Notes” contained in the Offering Memorandum, as evidenced
by an Officer’s Certificate.


 




    	-72-



    	 



    

 


The consent of the holders of the Notes
is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance
of the proposed amendment. After an amendment becomes effective, the Issuer is required to deliver to each registered Holder at
the Holder’s address appearing in the security register a notice briefly describing the amendment. However, the failure to
give this notice to all Holders, or any defect therein, will not impair or affect the validity of the amendment. In connection
with any modification, amendment or supplement, the Issuer will deliver to the Trustee an Opinion of Counsel and an Officers’
Certificate upon which the Trustee may conclusively rely, each stating that such modification, amendment or supplement complies
with the applicable provisions of this Indenture and such modification, amendment or supplement is the legal, valid and binding
obligation of the Issuer enforceable against it in accordance with its terms.


 


Section 9.02         With
Consent of Holders. The Issuer and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with
the written consent of the Holders of at least 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). However, without the consent of each Noteholder
affected thereby, an amendment may not:


 


(a)          reduce
the amount of Notes whose Holders must consent to an amendment or waiver;


 


(b)          reduce
the rate of or extend the time for payment of interest on any Note;


 


(c)          reduce
the principal of or extend the Stated Maturity of any Note;


 


(d)          make
any Note payable in money other than U.S. Dollars;


 


(e)          impair
the right of any holder of the notes to receive payment of principal of and interest on that holder’s notes on or after the
due dates therefor or to institute suit for the enforcement of any payment on or with respect to that Holder’s Notes;


 


(f)          subordinate
the Notes to any other obligation of the Issuer or any Guarantor;


 


(g)          reduce
the premium payable upon the redemption of any note or change the time at which any note may be redeemed, as described in Section
3.07 or as described in the Notes;


 


(h)          reduce
the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the
Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant to that Change of Control
Offer;


 


(i)          at
any time after the Issuer is obligated to make a Prepayment Offer with the Excess Proceeds from Asset Sales, change the time at
which the Prepayment Offer must be made or at which the Notes must be repurchased pursuant thereto; or


 


(j)          release
any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this
Indenture.


 


It shall not be necessary for the consent
of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such
consent approves the substance thereof. Any amendment concerning rights of the Trustee shall include consideration of conforming
changes reflecting the then-current benchmark terms of the Trustee.


 




    	-73-



    	 



    

 


After an amendment under this Section becomes
effective, the Issuer shall promptly deliver to Noteholders (with a copy to the Trustee) a notice briefly describing such amendment.
The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment
under this Section.


 


Section 9.03         Compliance
with Trust Indenture Act. Every amendment to this Indenture or the Notes shall comply with the TIA as then in effect.


 


Section 9.04         Revocation
and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Note shall bind the Holder and every
subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even
if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent
or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date
the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Noteholder. An amendment
or waiver becomes effective upon the execution of such amendment or waiver by the Trustee.


 


The Issuer may, but shall not be obligated
to, fix a record date for the purpose of determining the Noteholders entitled to give their consent or take any other action described
in this Section 9.04 or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding
the immediately preceding paragraph, those Persons who were Noteholders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action,
whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more
than 120 days after such record date.


 


Section 9.05         Notation
on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Holder of the Note to deliver
such Note to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return such
Note to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue
and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue
a new Note shall not affect the validity of such amendment.


 


Section 9.06         Trustee
to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing
such amendment the Trustee shall receive indemnity reasonably satisfactory to it and shall receive, and (subject to Section 7.01)
shall be fully protected in conclusively relying upon, in addition to the documents required by Section 12.04, an Officers’
Certificate and an Opinion of Counsel each stating that such amendment is authorized or permitted by this Indenture and is the
legal, valid and binding obligation of the Issuer, enforceable in accordance with its terms.


 


Section 9.07         Payment
for Consent. Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment
of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid to all Holders
that are either QIBs or that are located outside of the United States and, in each case, that so consent, waive or agree to amend
in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.


 




    	-74-



    	 



    

 


ARTICLE 10


 


GUARANTEES


 


Section 10.01       The
Guarantees. Subject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly
and severally, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant
to an offer to purchase required under Section 4.07 or Section 4.12 or acceleration, or otherwise) of the principal of, premium,
if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts
payable by the Issuer under this Indenture. Upon failure by the Issuer to pay punctually any such amount, each Guarantor shall
forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture.


 


Section 10.02       Guarantee
Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality
of the foregoing, will not be released, discharged or otherwise affected by:


 


(1)         any
extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Issuer under the Indenture or
any Note, by operation of law or otherwise;


 


(2)         any
modification or amendment of or supplement to the Indenture or any Note;


 


(3)         any
change in the corporate existence, structure or ownership of the Issuer, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting the Issuer or its assets or any resulting release or discharge of any obligation of the Issuer contained
in the Indenture or any Note;


 


(4)         the
existence of any claim, set-off or other rights which the Guarantor may have at any time against the Issuer, the Trustee or any
other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents
the assertion of any such claim by separate suit or compulsory counterclaim;


 


(5)         any
invalidity or unenforceability relating to or against the Issuer for any reason of the Indenture or any Note, or any provision
of applicable law or regulation purporting to prohibit the payment by the Issuer of the principal of or interest on any Note or
any other amount payable by the Issuer under the Indenture; or


 


(6)         any
other act or omission to act or delay of any kind by the Issuer, the Trustee or any other Person or any other circumstance whatsoever
which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Guarantor’s
obligations hereunder.


 


Section 10.03       Discharge;
Reinstatement. Each Guarantor’s obligations hereunder will remain in full force and effect until the principal of, premium,
if any, and interest on the Notes and all other amounts payable by the Issuer under the Indenture have been paid in full. If at
any time any payment of the principal of, premium, if any, or interest on any Note or any other amount payable by the Issuer under
the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Issuer
or otherwise, each Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment
had been due but not made at such time.


 




    	-75-



    	 



    

 


 


Section 10.04       Waiver
by the Guarantors. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided
for herein, as well as any requirement that at any time any action be taken by any Person against the Issuer or any other Person.


 


Section 10.05       Subrogation
and Contribution. Upon making any payment with respect to any obligation of the Issuer under this Article, the Guarantor making
such payment will be subrogated to the rights of the payee against the Issuer with respect to such obligation, provided
that the Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution,
or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Issuer hereunder or under
the Notes remains unpaid.


 


Section 10.06       Stay
of Acceleration. If acceleration of the time for payment of any amount payable by the Issuer under the Indenture or the Notes
is stayed upon the insolvency, bankruptcy or reorganization of the Issuer, all such amounts otherwise subject to acceleration under
the terms of the Indenture are nonetheless payable by the Guarantors hereunder forthwith on demand by the Trustee or the Holders.


 


Section 10.07       Limitation
on Amount of Guarantee. Notwithstanding anything to the contrary in this Article, 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 conveyance under applicable fraudulent conveyance provisions of the Bankruptcy Law or any comparable provision
of state law. To effectuate that intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations
of each Guarantor under its Note Guarantee are limited to the maximum amount that would not render the Guarantor’s obligations
subject to avoidance under applicable fraudulent conveyance provisions of the Bankruptcy Law or any comparable provision of state
law.


 


Section 10.08       Execution
and Delivery of Guarantee. The execution by each Guarantor of the Indenture (or a supplemental indenture in the form of Exhibit
B) evidences the Note Guarantee of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds
that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes
due delivery of the Note Guarantee set forth in the Indenture on behalf of each Guarantor.


 


Section 10.09       Release
of Guarantee. The Note Guarantee of a Subsidiary Guarantor will terminate, and the Note Guarantee will be automatically and
unconditionally released and discharged, upon:


 


(1)         a
sale or other disposition (including by way of consolidation or merger) of Capital Stock of the Subsidiary Guarantor following
which such Subsidiary Guarantor ceases to be a Subsidiary or the sale or disposition of all or substantially all the Property of
the Subsidiary Guarantor (in each case other than to the Issuer or a Domestic Restricted Subsidiary) otherwise permitted by the
Indenture,


 


(2)         the
release or discharge of such Subsidiary Guarantor’s borrowings or guarantee of the obligations under the Credit Agreement
or the release or discharge of such other guarantee in respect of capital markets debt securities of the Issuer or any Guarantor,
as applicable, that resulted in the creation of such Note Guarantee other than, in each case, a release or discharge through payment
thereon,


 


(3)         the
designation in accordance with the Indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary, or


 


(4)         defeasance
or discharge of the Notes, as provided in Article 8.


 




    	-76-



    	 



    

 


Upon delivery by the Issuer to the Trustee
of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably
required in order to evidence the release of the Guarantor from its obligations under its Note Guarantee.


 


ARTICLE 11


 


[RESERVED]


 


ARTICLE 12


 


MISCELLANEOUS


 


Section 12.01         Trust
Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision that is required
to be included in this Indenture by the TIA, the required provision shall control.


 


Section 12.02         Notices.
Any notice or communication shall be in writing in English and delivered in person or mailed by first-class mail or sent by facsimile
(with a hard copy delivered in person or by mail promptly thereafter) and addressed as follows:


 


if to the Issuer:


 


Interval Acquisition Corp.


6262 Sunset Drive


Miami, Florida 33143


Facsimile: (305) 667-2072


Attention: Victoria J. Kincke


 


with a copy to:


 


Holland & Knight LLP


515 East Las Olas Boulevard, Suite 1200


Fort Lauderdale, Florida 33301


Facsimile: (954) 463-2030


Attention: Tammy Knight


 


if to the Trustee:


 


HSBC Bank USA, National Association


452 Fifth Avenue, 8E6


New York, New York 10018


Attention: Corporate Trust & Loan Agency


Facsimile: (212)-525-1300


 


The Issuer or the Trustee by notice to the
other may designate additional or different addresses for subsequent notices or communications.


 


Any notice or communication mailed to a
Noteholder shall be mailed or delivered to the Noteholder at the Noteholder’s address as it appears on the registration books
of the Registrar and shall be sufficiently given if so mailed within the time prescribed.


 




    	-77-



    	 



    

 


Failure to mail or deliver a notice or communication
to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders. If a notice or communication
is mailed or delivered in the manner provided in this Section 12.02, it is duly given, whether or not the addressee receives it.


 


The Trustee agrees to accept and act upon
instructions or directions pursuant to this Indenture sent by 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. If the Issuer elects to give the Trustee
e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act
upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not
be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance
with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The
Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the
Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception
and misuse by third parties


 


Section 12.03         Communication
by Holders with Other Holders. Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect
to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection
of TIA § 312(c).


 


Section 12.04         Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from
taking any action under this Indenture, the Issuer shall furnish to the Trustee:


 


(a)          an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and


 


(b)          an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.


 


Section 12.05         Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided
for in this Indenture shall include:


 


(a)          a
statement that the individual making such certificate or opinion has read such covenant or condition;


 


(b)          a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(c)          a
statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)          a
statement as to whether or not, in the opinion of such individual, such covenant or condition has been fully complied with.


 




    	-78-



    	 



    

 


Section 12.06         When
Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction,
waiver or consent, Notes owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Issuer shall be disregarded and deemed not to be outstanding, except that, for the purpose
of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the
Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Notes outstanding at the time shall be
considered in any such determination.


 


Section 12.07         Rules
by Trustee, Paying Agents and Registrar. The Trustee may make reasonable rules for action by or a meeting of Noteholders. The
Registrar and the Paying Agents or co-registrar may make reasonable rules for their functions.


 


Section 12.08         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 for the intervening period. If a regular record date is not a Business Day, the record date shall not
be affected.


 


Section 12.09         Governing
Law/Waiver of Trial by Jury; Submission to Jurisdiction. THIS INDENTURE AND THE NOTES AND ANY CLAIM, CONTROVERSY OR DISPUTE
RELATING TO OR ARISING OUT OF THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK BUT 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. EACH OF THE PARTIES HERETO AND EACH HOLDER BY ITS ACCEPTANCE THEREOF
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


The parties irrevocably submit to the non-exclusive
jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, City of New York, over any suit, action
or proceeding arising out of or relating to this Indenture. To the fullest extent permitted by applicable law, the parties irrevocably
waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction
of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in
an inconvenient forum.


 


Section 12.10         No
Recourse Against Others. A director, officer, employee or stockholder, as such, of the Issuer or any Guarantor shall not have
any liability for any obligations of the Issuer or any Guarantor under the Notes or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder shall waive and release all
such liability. The waiver and release shall be part of the consideration for the issue of the Notes.


 


Section 12.11         Successors.
All agreements of the Issuer and the Guarantors in this Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.


 


Section 12.12         Multiple
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this Indenture. Delivery of an executed signature page
by facsimile or electronic transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually
executed counterpart hereof.


 




    	-79-



    	 



    

 


Section 12.13         Table
of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict
any of the terms or provisions hereof.


 


Section 12.14         Force
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes,
work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances.


 


Section 12.15         U.S.A.
Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee,
like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain,
verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account
with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as may be available
that the Trustee may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.


 


Section 12.16         FATCA.
In order to assist the Trustee with its compliance with Sections 1471 through 1474 of the U.S. Internal Revenue Code and the rules
and regulations thereunder (as in effect from time to time, collectively, the “Applicable Law”) the Issuer agrees (i)
to provide to the Trustee reasonably available information regarding the Issuer or the holders of Securities (solely in their capacity
as such) and which is necessary for the Trustee’s determination of whether it has tax related obligations under Applicable
Law and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under the Indenture to the extent
necessary to comply with Applicable Law and shall have not liability in connection therewith other than as a result of its negligence
or willful misconduct. Nothing in the immediately preceding sentence shall be construed as obligating the Issuer or the Trustee
to make any “gross up” payment or similar reimbursement in connection with a payment in respect of which amounts are
so withheld or deducted.


 


[Remainder of Page Intentionally Left
Blank]


 




    	-80-



    	 



    

 


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


 


	 	Interval Acquisition Corp.
	 	 	 
	 	By	/s/ Jeanette E. Marbert
	 	 	Name:  Jeanette E. Marbert
	 	 	Title:    Executive Vice President and Chief Operating Officer
	 	 	 
	 	INTERVAL LEISURE GROUP, INC.
	 	 	 
	 	By	/s/ Jeanette E. Marbert
	 	 	Name: Jeanette E. Marbert
	 	 	Title:   Executive Vice President and Chief Operating Officer


 


[Signature Page to the Indenture]


 




    	 



    	 



    

 


AHR HOSPITALITY PARTNERS, INC.


AQUA HOSPITALITY LLC


AQUA HOTELS AND RESORTS, INC.


CDP GP, INC.


CERROMAR DEVELOPMENT PARTNERS GP, INC.


GRAND ASPEN HOLDINGS, LLC


GRAND ASPEN LODGING, LLC


HT-HIGHLANDS, INC.


HTS-BC, L.L.C.


HTS-BEACH HOUSE, INC.


HTS-BEACH HOUSE PARTNER, L.L.C.


HTS COCONUT POINT, INC.


HTS-GROUND LAKE TAHOE, INC.


HTS-KEY WEST, INC.


HTS-KW, INC.


HTS-LAKE TAHOE, INC.


HTS-LOAN SERVICING, INC.


HTS-MAIN STREET STATION, INC.


HTS-MAUI, L.L.C.


HTS-SAN ANTONIO, L.L.C.


HTS-SEDONA, INC.


HTS-SUNSET HARBOR PARTNER, L.L.C.


HTS-WINDWARD POINTE PARTNER, L.L.C.


HV GLOBAL GROUP, INC.


HV GLOBAL MANAGEMENT CORPORATION


HV GLOBAL MARKETING CORPORATION


INTERVAL HOLDINGS, INC. 


INTERVAL INTERNATIONAL, INC.


INTERVAL RESORT & FINANCIAL SERVICES, INC.


OWNERS’ RESORTS AND EXCHANGE, INC.


S.O.I. ACQUISITION CORP.


VACATION OWNERSHIP LENDING GP, INC.


VACATION RESORTS INTERNATIONAL


VOL GP, INC.


WINDWARD POINTE II, L.L.C.


WORLDWIDE VACATION & TRAVEL, INC.


 


	By	/s/ Jeanette E. Marbert	 
	Name:  	Jeanette E. Marbert	 
	Title:	Executive Vice President	 


 


[Signature Page to the Indenture]


 




    	 



    	 



    

 


IIC HOLDINGS, INCORPORATED


ILG INTERNATIONAL HOLDINGS, INC. 


INTERVAL SOFTWARE SERVICES, LLC


MANAGEMENT ACQUISITION HOLDINGS, LLC


RESORT SALES SERVICES, INC.


 


	By	/s/ Jeanette E. Marbert	 
	Name:	Jeanette E. Marbert	 
	Title:	President	 


 


ILG MANAGEMENT, LLC


 


	By	/s/ Jeanette E. Marbert	 
	Name:	Jeanette E. Marbert	 
	Title:	Manager	 


 


AQUA HOTELS & RESORTS, LLC


DIAMOND HEAD MANAGEMENT, LLC


HOTEL MANAGEMENT SERVICES, LLC


KAI MANAGEMENT SERVICES LLC


 


	By:	Aqua Hospitality LLC, as manager	 



 


	By	/s/ Jeanette E. Marbert	 
	Name:	Jeanette E. Marbert	 
	Title:	Executive Vice President 	 


 


AQUA HOTELS AND RESORTS OPERATOR LLC


AQUA LUANA OPERATOR LLC


 


	By:	Aqua Hospitality LLC, as managing member	 



 


	By	/s/ Jeanette E. Marbert	 
	Name:	Jeanette E. Marbert	 
	Title:	Executive Vice President	 


 


[Signature Page to the Indenture]


 




    	 



    	 



    

 


ASTON HOTELS & RESORTS, LLC


ASTON HOTELS & RESORTS FLORIDA, LLC


MAUI CONDO AND HOME, LLC


RQI HOLDINGS, LLC


 


	By:	/s/ Victoria J. Kincke	 
	Name:	Victoria J. Kincke	 
	Title:	Manager	 


 


BEACH HOUSE DEVELOPMENT PARTNERSHIP


 


		By:	HTS-Beach House, Inc., as general partner



 


	By	/s/ Jeanette E. Marbert	 
	Name:	Jeanette E. Marbert	 
	Title:	Executive Vice President	 


 


CDP INVESTORS L.P.


 


		By:	CDP GP, Inc., as general partner



 


	By	/s/ Jeanette E. Marbert	 
	Name:	Jeanette E. Marbert	 
	Title:	Executive Vice President	 


 


CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.


	By:	Cerromar Development Partners GP, Inc., as general partner	 



 


	By	/s/ Jeanette E. Marbert	 
	Name:	Jeanette E. Marbert	 
	Title:	Executive Vice President	 


 


HIGHLANDS INN INVESTORS II, L.P.


 


		By:	HT-Highlands, Inc., as general partner



 


	By	/s/ Jeanette E. Marbert	 
	Name:	Jeanette E. Marbert	 
	Title:	Executive Vice President	 


 


[Signature Page to the Indenture]


 




    	 



    	 



    

 


HTS-SAN ANTONIO, L.P.


 


	By:	HTS-San Antonio, Inc., as general partner	 



 


	By	/s/ Victoria J. Kincke	 
	Name:	Victoria J. Kincke	 
	Title:	Senior Vice President and Secretary	 


 


HTS-SAN ANTONIO, INC.


HTS-WILD OAK RANCH BEVERAGE, LLC


MERIDIAN FINANCIAL SERVICES, INC.


TRADING PLACES INTERNATIONAL, LLC 


 


	By	/s/ Victoria J. Kincke	 
	Name:	Victoria J. Kincke	 
	Title:	Senior Vice President and Secretary	 


 


HVC-HIGHLANDS, L.L.C.


 


		By:	HT-Highlands, Inc., as general partner of Highlands
Inn Investors II, L.P., the sole member



 


	By	/s/ Jeanette E. Marbert	 
	Name:	Jeanette E. Marbert	 
	Title:	Executive Vice President	 





KEY WESTER LIMITED


		By:	HTS-KW, Inc., as general partner



 


	By	/s/ Jeanette E. Marbert	 
	Name:	Jeanette E. Marbert	 
	Title:	Executive Vice President	 





MERAGON FINANCIAL SERVICES, INC.


 


	By	/s/ Gregory B. Sheperd	 
	Name:	Gregory B. Sheperd	 
	Title:	President	 


 


PARADISE VACATION ADVENTURES, LLC


 


		By:	Trading Places International, LLC, as sole member



 


	By	/s/ Victoria J. Kincke	 
	Name:	Victoria J. Kincke	 
	Title:	Senior Vice President and Secretary	 


 


[Signature Page to the Indenture]


 




    	 



    	 



    

 


REP HOLDINGS, LTD.


 


	By	/s/ Victoria J. Kincke	 
	Name:	Victoria J. Kincke	 
	Title:	Secretary	 


 


RESORT MANAGEMENT FINANCE SERVICES, INC.


 


	By	/s/ Michele Keusch	 
	Name:	Michele Keusch	 
	Title:	President	 


 


SUNSET HARBOR DEVELOPMENT PARTNERSHIP


 





		By:	HTS-Key
West, Inc., as general partner




 





	By	/s/ Jeanette E. Marbert	 
	Name:	Jeanette E. Marbert	 
	Title:	Executive Vice President	 


 


VACATION OWNERSHIP LENDING L.P.


 


		By:	Vacation Ownership Lending GP, Inc., as general partner



 


	By	/s/ Jeanette E. Marbert	 
	Name:	Jeanette E. Marbert	 
	Title:	Executive Vice President	 


 


VOL INVESTORS, L.P.


 


		By:	VOL GP, Inc., as general partner



 


	By	/s/ Jeanette E. Marbert	 
	Name:	Jeanette E. Marbert	 
	Title:	Executive Vice President	 


 


[Signature Page to the Indenture]


 




    	 



    	 



    

 


	 	HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee
	 	 	 	 
	 	By:	 	/s/ Annette Kos-Culkin
	 	 	Name:	Annette Kos-Culkin
	 	 	Title:	Vice President


 


[Signature Page to the Indenture]


 




    	 



    	 



    

 


Appendix A


 


PROVISIONS RELATING TO INITIAL NOTES

AND EXCHANGE NOTES


 


1.            Definitions


 


1.1          Definitions


 


For the purposes of this Appendix A the
following terms shall have the meanings indicated below:


 


“Definitive Note” means
a certificated Initial Note or Exchange Note bearing, if required, the restricted securities legend set forth in Section 2.3(c).


 


“Depositary” means with
respect to the Notes, The Depository Trust Company, its nominees and their respective successors.


 


“Distribution Compliance Period”
means, with respect to any Notes, the period of 40 consecutive days beginning on the later of (i) the day on which such Notes are
first offered to Persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the issue date
with respect to such Notes.


 


“Exchange Notes” means
the 5.625% Senior Notes due 2023 to be issued pursuant to this Indenture in connection with a Registered Exchange Offer pursuant
to the Registration Rights Agreement.


 


“IAI” means an institutional
“accredited investor” as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.


 


“Initial Notes” means
5.625% Senior Notes due 2023, to be issued from time to time, as provided for in this Indenture in transactions exempt from registration
under the Securities Act pursuant to resales under Rule 144A or Regulation S.


 


“Initial Purchasers”
means Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets LLC, SunTrust Robinson
Humphrey, Inc., Fifth Third Securities, Inc., J.P. Morgan Securities LLC and Mitsubishi UFJ Securities (USA), Inc..


 


“Notes Custodian” means
the custodian with respect to a Global Note (as appointed by the Depositary) or any successor person thereto, who shall initially
be the Trustee.


 


“Original Notes” has
the meaning assigned to such term in the recitals to the Indenture.


 


“Purchase Agreement”
means the Purchase Agreement, dated April 2, 2015, among the Issuer, the guarantors party thereto and the Initial Purchasers relating
to the Original Notes, or any similar agreement relating to any future sale of Initial Notes by the Issuer.


 


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


 




    	Appendix A-1



    	 



    

 


“Registered Exchange Offer”
means the offer by the Issuer, pursuant to a Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver
to such Holders, in exchange for the Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities
Act.


 


“Shelf Registration Statement”
means a registration statement issued by the Issuer in connection with the offer and sale of Initial Notes pursuant to the Registration
Rights Agreement.


 


“Transfer Restricted Notes”
means Definitive Notes and any other Notes that bear or are required to bear the legend set forth in Section 2.3(c) hereto.


 


1.2          Other
Definitions


 


	Term	Defined in Section:
	 	 
	“Agent Members”	2.1(b)
	“Global Note”	2.1(a)
	“IAI Global Note”	2.1(a)
	“Regulation S”	2.1
	“Regulation S Global Note”	2.1(a)
	“Rule 144A”	2.1
	“Rule 144A Global Note”	2.1(a)


 


2.           The
Notes


 


2.1          Form
and Dating


 


The Initial Notes will be offered and sold
by the Issuer, from time to time, pursuant to one or more Purchase Agreements. The Initial Notes will be resold initially only
to QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and in reliance on Regulation S under
the Securities Act (“Regulation S”). Initial Notes may thereafter be transferred to, among others, QIBs and
purchasers in reliance on Regulation S and IAIs under Rule 501(a)(1), (2), (3) or (7) under the Securities Act, subject to the
restrictions on transfer set forth herein.


 


(a)          Global
Notes. Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent
global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”) with the restricted
securities legend set forth in Exhibit A to this Indenture, and Initial Notes initially resold pursuant to Regulation S shall be
issued initially in the form of one or more permanent global Notes in registered form with the global securities legend and the
applicable restricted securities legend set forth in Exhibit A to this Indenture (the “Regulation S Global Note”)
or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b) hereof, beneficial
ownership interest in a Regulation S Global Note will be exchangeable for interests in a Rule 144A Global Note or a Definitive
Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only (i) upon certification
that beneficial ownership interests in such Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased
such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange
for a Definitive Note, in compliance with the requirements described in Section 2.4 and, subject to Section 2.4 hereof, Initial
Notes transferred subsequent to the initial resale thereof to IAIs shall be issued initially in the form of one or more permanent
global securities in definitive, fully registered form (collectively, the “IAI Global Note”), in each case without
interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A to this Indenture,
which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered
in the name of the applicable Depositary or a nominee of the applicable Depositary, duly executed by the Issuer and authenticated
by the Trustee or the Authentication Agent as provided in this Indenture. The Rule 144A Global Note, IAI Global Note and Regulation
S Global Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Global
Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the applicable Depositary
or its nominee as hereinafter provided.


 




    	Appendix A-2



    	 



    

 


(b)          Book-Entry
Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the applicable Depositary.


 


The Issuer shall execute and the Trustee
shall, in accordance with this Section 2.1(b) and pursuant to an order of the Issuer, authenticate and deliver initially one or
more Global Notes that (a) shall be registered in the name of the applicable Depositary for such Global Note or Global Notes or
the nominee of such Depositary and (b) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s
instructions or held by the Trustee as Notes Custodian.


 


Members of, or participants, in the Depositary
(“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf
by the Depositary or by the Trustee as Notes Custodian or under such Global Note, and the Depositary may be treated by the Issuer,
the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding
the foregoing, 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 the Depositary or impair, as between the Depositary and
its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of
a beneficial interest in any Global Note.


 


(c)          Definitive
Notes. Except as provided in Section 2.3 or 2.4 hereof, owners of beneficial interests in Global Notes will not be entitled
to receive physical delivery of Definitive Notes.


 


2.2           Authentication.
The Trustee or Authentication Agent shall authenticate and deliver Notes in accordance with Section 2.03 of the Indenture.


 


2.3           Transfer
and Exchange.


 


(a)          Transfer
and Exchange of Definitive Notes. When Definitive Notes are presented to the Registrar or a co-registrar with a request:


 


(x)          to
register the transfer of such Definitive Notes; or


 


(y)          to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations, the Registrar
or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction
are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:


 


(i)          shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuer and the Registrar
or co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and


 


(ii)         if
such Definitive Notes bear a restricted securities legend, they are being transferred or exchanged pursuant to an effective registration
statement under the Securities Act or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional
information and documents, as applicable:


 




    	Appendix A-3



    	 



    

 


(A)         if
such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer,
a certification from such Holder to that effect; or


 


(B)         if
such Definitive Notes are being transferred to the Issuer, a certification to that effect; or


 


(C)         if
such Definitive Notes are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities
Act, (i) a certification to that effect and (ii) an opinion of counsel or other evidence reasonably satisfactory to the Issuer
and the Trustee as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(c)(i).


 


(b)          Transfer
and Exchange of Global Notes.


 


(i)          The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through the applicable Depositary, in accordance
with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary
therefor. A transferor of a beneficial interest in a Global Note shall deliver a written order given in accordance with the Depositary’s
procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest
in the Global Note and such account shall be credited in accordance with such instructions with a beneficial interest in the Global
Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global
Note being transferred. In the case of a transfer of a beneficial interest in a Global Note to an IAI, the transferee must furnish
a signed letter to the Trustee containing certain representations and agreements in the form of Exhibit C to this Indenture.


 


(ii)         If
the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note,
the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which
such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar
shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which
such interest is being transferred.


 


(iii)        Notwithstanding
any other provisions of this Appendix A (other than the provisions set forth in Section 2.4), a Global Note may not be transferred
as a whole except 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.


 


(iv)        In
the event that a Global Note is exchanged for Definitive Notes pursuant to Section 2.4 prior to the consummation of a Registered
Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Notes, such Notes may be exchanged only
in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification
requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A, Regulation
S or such other applicable exemption from registration under the Securities Act, as the case may be) and such other procedures
as may from time to time be adopted by the Issuer.


 




    	Appendix A-4



    	 



    

 


(v)         Restrictions
on Transfer of Regulation S Global Notes.


 


(A)         During
the Distribution Compliance Period, beneficial ownership interests in Regulation S Global Notes may only be sold, pledged or transferred
(i) to the Issuer, (ii) in an offshore transaction in accordance with Rule 904 of Regulation S, (iii) to QIBs pursuant to Rule
144A who take delivery in the form of a beneficial interest in the Rule 144A Global Note or (iv) pursuant to an effective registration
statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States;
and


 


(B)         Beneficial
interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation
S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers
to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation
S or Rule 144 (if applicable).


 


(c)          Legend.


 


(i)          Except
as permitted by the following paragraphs (ii), (iii) and (iv), each certificate evidencing the Global Notes and the Definitive
Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following
form:


 


“THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 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. BY ITS ACQUISITION HEREOF,
THE HOLDER (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 SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR”
(WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT)
(AN “INSTITUTIONAL ACCREDITED INVESTOR”), (2) AGREES THAT
IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A)
TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR 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 SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE
FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL IF THE ISSUER SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES
THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE
IS AN ACCREDITED INVESTOR, 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 MEANING GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT.’’


 




    	Appendix A-5



    	 



    

 


Each Definitive Note will also bear the
following additional legend:


 


“IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”


 


(ii)         Upon
any sale or transfer of a Transfer Restricted Note (including any Transfer Restricted Note represented by a Global Note) pursuant
to Rule 144 under the Securities Act:


 


(A)         in
the case of any Transfer Restricted Note that is a Definitive Note, the Registrar shall permit the Holder thereof to exchange such
Transfer Restricted Note for a Note that does not bear the legends set forth above and rescind any restriction on the transfer
of such Transfer Restricted Note; and


 


(B)         in
the case of any Transfer Restricted Note that is represented by a Global Note, the Registrar shall permit the Holder thereof to
exchange such Transfer Restricted Note for a Note that does not bear the legends set forth above and rescind any restriction on
the transfer of such Transfer Restricted Note,


 


in either case, if the Holder certifies in writing to the Registrar
that its request for such exchange was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse
of the Initial Note).


 


(iii)        After
a transfer of any Initial Notes during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial
Notes, all requirements pertaining to restricted legends on such Initial Note will cease to apply and an Initial Note in global
form without restricted legends will be available to the transferee of the beneficial interests of such Initial Notes. Upon the
occurrence of any of the circumstances described in this paragraph, the Issuer will deliver an Officers’ Certificate to the
Trustee instructing the Trustee to issue Notes without restricted legends.


 


(iv)        Upon
the consummation of a Registered Exchange Offer with respect to the Initial Notes pursuant to which certain Holders of such Initial
Notes are offered Exchange Notes in exchange for their Initial Notes, Exchange Notes in global form without the restricted legends
will be available to Holders or beneficial owners that exchange such Initial Notes (or beneficial interests therein) in such Registered
Exchange Offer. Upon the occurrence of any of the circumstances described in this paragraph, the Issuer will deliver the Exchange
Notes accompanied by an Officers’ Certificate to the Trustee instructing the Trustee to authenticate the Exchange Notes without
restricted legends.


 




    	Appendix A-6



    	 



    

 


(d)          Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive
Notes, redeemed, repurchased or canceled, such Global Note shall be returned by the Depositary to the Trustee for cancellation
pursuant to its customary practice.


 


At any time prior to such cancellation,
if any beneficial interest in a Global Note is exchanged for Definitive Notes, redeemed, repurchased or canceled, the principal
amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the
Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes
Custodian, to reflect such reduction.


 


(e)          Obligations
with Respect to Transfers and Exchanges of Notes.


 


(i)          To
permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Definitive Notes and
Global Notes at the Registrar’s or co-registrar’s request.


 


(ii)         No
service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient
to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer
taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06 and 9.05 of this
Indenture).


 


(iii)        The
Registrar or co-registrar shall not be required to register the transfer of or exchange of any Note for a period beginning 15 days
before the mailing of a notice of redemption or an offer to repurchase Notes or 15 days before an interest payment date.


 


(iv)        Prior
to the due presentation for registration of transfer of any Note, the Issuer, the Trustee, the Paying Agent, the Registrar or any
co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose
of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note
is overdue, and none of the Issuer, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice
to the contrary.


 


(v)         All
Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled
to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.


 


(f)          No
Obligation of the Trustee.


 


(i)          The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the
Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or
the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all
payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depositary
or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through
the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected
in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.


 




    	Appendix A-7



    	 



    

 


(ii)         The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among Depositary participants, 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.


 


2.4          Definitive
Notes


 


(a)          A
Global Note deposited with the Depositary or with the Trustee as Notes Custodian pursuant to Section 2.1 shall be transferred (or,
in the case of clause (ii) below, shall be transferrable) to the beneficial owners thereof in the form of Definitive Notes in an
aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer
complies with Section 2.3 and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as a Depositary
for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange
Act, and a successor Depositary is not appointed by the Issuer within 120 days of such notice, or (ii) a Default or an Event of
Default has occurred and is continuing or (iii) the Issuer, in its sole discretion, notifies the Trustee in writing that it elects
to cause the issuance of Definitive Notes under this Indenture.


 


(b)          Any
Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depositary
to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate
and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of
authorized denominations. Definitive Notes issued in exchange for any portion of a Global Note transferred pursuant to this Section
shall be executed, authenticated and delivered only in denominations of $2,000 and any integral multiples of $1,000 in excess thereof
and registered in such names as the Depositary shall direct. Any Definitive Note delivered in exchange for an interest in the Global
Note shall, except as otherwise provided by Section 2.3(d), bear the restricted securities legend set forth in Section 2.3(c)(i).


 


(c)          The
registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that
may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.


 


(d)          In
the event of the occurrence of any of the events specified in Section 2.4(a)(i), (ii) or (iii), the Issuer will promptly make available
to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons.


 




    	Appendix A-8



    	 



    

 


Schedule I


 


Subsidiary Guarantors


 


	AHR Hospitality Partners, Inc.	Delaware 
	 	 
	Aqua Hospitality LLC	Delaware 
	 	 
	Aqua Hotels and Resorts, Inc.	Delaware 
	 	 
	Aqua Hotels & Resorts, LLC	Hawaii 
	 	 
	Aqua Hotels and Resorts Operator LLC	Delaware 
	 	 
	Aqua Luana Operator LLC	Hawaii 
	 	 
	Aston Hotels & Resorts, LLC	Hawaii 
	 	 
	Aston Hotels & Resorts Florida, LLC	Florida
	 	 
	Beach House Development Partnership	Florida
	 	 
	CDP GP, Inc.	Delaware
	 	 
	CDP Investors, L.P.	Delaware
	 	 
	Cerromar Development Partners GP, Inc.	Delaware
	 	 
	Cerromar Development Partners, L.P., S.E.	Delaware
	 	 
	Diamond Head Management LLC	Hawaii 
	 	 
	Grand Aspen Holdings, LLC	Delaware
	 	 
	Grand Aspen Lodging, LLC	Delaware 
	 	 
	Highlands Inn Investors II, L.P.	Delaware
	 	 
	Hotel Management Services LLC	Hawaii 
	 	 
	HT-Highlands, Inc.	Delaware
	 	 
	HTS-BC, L.L.C.	Delaware
	 	 
	HTS-Beach House, Inc.	Delaware
	 	 
	HTS-Beach House Partner, L.L.C.	Delaware
	 	 
	HTS-Coconut Point, Inc.	Delaware
	 	 
	HTS-Ground Lake Tahoe, Inc.	Delaware
	 	 
	HTS-Key West, Inc.	Delaware
	 	 
	HTS-KW, Inc.	Delaware
	 	 
	HTS-Lake Tahoe, Inc.	Delaware
	 	 
	HTS-Loan Servicing, Inc.	Delaware
	 	 
	HTS-Main Street Station, Inc.	Delaware


 




    	 



    	 



    

 


	HTS-Maui, L.L.C.	Delaware
	 	 
	HTS-San Antonio, Inc.	Delaware
	 	 
	HTS-San Antonio, L.L.C.	Delaware
	 	 
	HTS-San Antonio, L.P.	Delaware
	 	 
	HTS-Sedona, Inc.	Delaware
	 	 
	HTS-Sunset Harbor Partner, L.L.C.	Delaware
	 	 
	HTS-Wild Oak Ranch Beverage, LLC	Texas
	 	 
	HTS-Windward Pointe Partner, L.L.C.	Delaware
	 	 
	HVC-Highlands, L.L.C.	Delaware
	 	 
	HV Global Group, Inc.	Delaware
	 	 
	HV Global Management Corporation	Delaware
	 	 
	HV Global Marketing Corporation	Florida
	 	 
	IIC Holdings, Incorporated	Delaware 
	 	 
	ILG International Holdings, Inc.	Florida 
	 	 
	ILG Management, LLC	Florida
	 	 
	Interval Holdings, Inc.	Delaware 
	 	 
	Interval International, Inc.	Florida 
	 	 
	Interval Resort & Financial Services, Inc.	Florida 
	 	 
	Interval Software Services, LLC	Florida 
	 	 
	Kai Management Services LLC	Hawaii
	 	 
	Key Wester Limited	Florida 
	 	 
	Management Acquisition Holdings, LLC	Delaware 
	 	 
	Maui Condo and Home, LLC	Hawaii 
	 	 
	Meragon Financial Services, Inc.	North Carolina 
	 	 
	Meridian Financial Services, Inc.	North Carolina 
	 	 
	Owners' Resorts & Exchange, Inc.	Utah 
	 	 
	Paradise Vacation Adventures, LLC	Hawaii 
	 	 
	REP Holdings, Ltd.	Hawaii 
	 	 
	Resort Management Finance Services, Inc.	Florida 
	 	 
	Resort Sales Services, Inc.	Delaware
	 	 
	RQI Holdings, LLC	Hawaii 
	 	 
	S.O.I. Acquisition Corp.	Florida
	 	 
	Sunset Harbor Development Partnership	Florida


 




    	 



    	 



    

 


	Trading Places International, LLC	California 
	 	 
	Vacation Ownership Lending GP, Inc.	Delaware
	 	 
	Vacation Ownership Lending, L.P.	Delaware
	 	 
	Vacation Resorts International	California 
	 	 
	VOL GP, Inc.	Delaware
	 	 
	VOL Investors L.P.	Delaware
	 	 
	Windward Pointe II, L.L.C.	Delaware
	 	 
	Worldwide Vacation & Travel, Inc.	Florida


 




    	 



    	 



    

 


EXHIBIT A


 


[FORM OF FACE OF INITIAL NOTE]


 


[Global Notes Legend]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK,
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO., OR TO SUCH OTHER ENTITY AS IS 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.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


[Restricted Notes Legend]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), 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. BY ITS ACQUISITION HEREOF,
THE HOLDER (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 SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL
ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY
RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO
A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED
INVESTOR 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 SECURITY (THE FORM OF
WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY,
IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, 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 MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.




    	 



    	 



    

 


[Definitive Notes Legend]


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 




    	 



    	 



    

 


[FORM OF FACE OF INITIAL NOTE]


 


	No.  ̈	$            


 


5.625% Senior Notes due 2023


 


CUSIP No. [46113VAC2] [U46077AB6]


ISIN No. [US46113VAC28] [USU46077AB68]


 


INTERVAL ACQUISITION CORP., a Delaware
corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] Dollars ($ )1
[as set forth on the Schedule of Increases and Decreases annexed hereto]2
on April 15, 2023.


 


Interest Payment Dates: April 15 and October
15.


 


Record Dates: April 1 and October 1.


 





 



	1	Insert for Definitive Securities
	2	Insert for Global Securities



 




    	 



    	 



    

 


IN WITNESS WHEREOF, the parties have caused
this instrument to be duly executed.


 


	 	INTERVAL ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 



    	 



    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


Dated:


 


HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee, certifies that this is one of the Notes referred

to in the Indenture.


 


	By:	 	 
	 	Authorized Signatory	 


 




    	 



    	 



    

 


[FORM OF REVERSE SIDE OF NOTE]

5.625% Senior Notes due 2023


 


1.          Interest


 


(a)          INTERVAL
ACQUISITION CORP., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred
to, being herein called the “Issuer”), promises to pay interest on the principal amount of this 5.625% Senior
Note due 2023 (this “Note” and, together with any other 5.625% Senior Notes due 2023, the “Notes”)
at the rate per annum shown above. The Issuer will pay interest semiannually on April 15 and October 15 of each year, commencing
October 15, 2015. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest
has been paid, from April 10, 2015. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Issuer
shall pay interest on overdue principal at the rate borne by the Notes plus 1% per annum, and it shall pay interest on overdue
installments of interest at the rate borne by the Notes to the extent lawful.


 


(b)          Special
Interest. The holder of this Note is entitled to the benefits under the terms of a Registration Rights Agreement, dated as
of April 10, 2015, among the Issuer, the Guarantors named therein and the Initial Purchasers named therein (the “Registration
Rights Agreement”).


 


2.          Method
of Payment


 


The Issuer will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the April 15 or October
15 next preceding the interest payment date even if Notes are canceled after the record date and on or before the interest payment
date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Issuer will pay principal and interest
in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.
Payments in respect of the Notes represented by a Global Note (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by The Depository Trust Company. The Issuer will make all payments
in respect of a Definitive Note (including principal, premium and interest), by mailing a check to the registered address of each
Holder thereof; provided, however, that payments on the Notes may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank
in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent
to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).


 


3.          Paying
Agent and Registrar


 


Initially, HSBC Bank USA, National Association
(the “Trustee”) will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent,
Registrar or co-registrar without notice. The Issuer (as defined in the Indenture) or any of its domestically incorporated Wholly
Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.


 




    	 



    	 



    

 


4.          Indenture;
Note Guarantee


 


The Issuer issued the Notes under an Indenture,
dated as of April 10, 2015 (the “Indenture”), among the Issuer, the Guarantors party thereto and the Trustee.
The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture
Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”); provided,
however, that, in the event the TIA is amended after such date, “TIA” means, to the extent required by any
such amendments, the Trust Indenture Act of 1939 as so amended. Terms defined in the Indenture and not defined herein have the
meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture
and the TIA for a statement of those terms. This Note is guaranteed, as set forth in the Indenture.


 


The Indenture imposes certain limitations
on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted
Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon the payment of certain dividends
and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter
into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations
on the ability of the Issuer and the Guarantors to consolidate or merge with or into any other Person or sell, transfer, assign,
lease, convey or otherwise dispose of all or substantially all of the Property of the Issuer or the Guarantors.


 


5.          Optional
Redemption


 


(a) Except as set forth below, the Notes
may not be redeemed prior to April 15, 2018. On and after that date, the Issuer may, at its option, redeem the Notes in whole
at any time or in part from time to time at the following redemption prices (expressed in percentages of principal amount), plus
accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of redemption),
if redeemed during the 12-month period beginning on or after April 15 of the years set forth below:


 


	Period	 	Redemption Price	 
	 	 	 	 
	2018	 	 	104.219	%
	2019	 	 	102.813	%
	2020	 	 	101.406	%
	2021 and thereafter	 	 	100.000	%



 


(b)          Notwithstanding
the foregoing, prior to April 15, 2018 the Issuer may, on any one or more occasions, redeem up to a maximum of 35% of the original
aggregate principal amount of the Notes issued (including Additional Notes, if any) with the proceeds from one or more Equity
Offerings by the Issuer, at a redemption price equal to 105.625 of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date
to receive interest due on the relevant interest payment date that is on or prior to the date of redemption); provided,
however, that immediately after giving effect to any such redemption, at least 65% of the original aggregate principal
amount of the Notes (including Additional Notes, if any) remains outstanding. Any such redemption shall be made within 90 days
of such Equity Offering upon not less than 30 and no more than 60 days’ prior notice.


 


(c)          Notwithstanding
the foregoing, the Issuer may redeem all or any portion of the Notes, at once or over time, prior to April 15, 2018. If it does
so, it may redeem the notes upon not less than 30 days nor more than 60 days prior notice. To redeem the Notes, the Issuer must
pay a redemption price equal to the sum of:


 


(i)          100%
of the principal amount of the Notes to be redeemed, plus


 


(ii)         the
Applicable Premium,


 




    	 



    	 



    

 


plus accrued and unpaid interest, if any, to, but excluding,
the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date).


 


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


 


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


 


(b)          
the excess, if any, of (i) the present value on such redemption date of (A) the redemption price of such Notes on April 15, 2018
(such redemption price being described in the table appearing in clause (a) of this paragraph 5 exclusive of any accrued interest),
plus (B) all required remaining scheduled interest payments due on such Note through April 15, 2018 computed using a discount
rate equal to the Treasury Rate plus 50 basis points, over (ii) the principal amount of such Note.


 


“Treasury Rate”
means, as obtained by the Issuer, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States
Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such
Redemption Date to April 15, 2018; provided, however, that if the period from such Redemption Date to April 15,
2018 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.


 


6.          Notice
of Optional Redemption


 


Notice of redemption will be mailed by
first-class mail and in the case of Notes held in book-entry form, by electronic transmission at least 30 days but not more than
60 days before the redemption date to each Holder to be redeemed at his or her registered address. Any notice to Holders of such
a redemption pursuant to clause (c) in paragraph 5 needs to include the appropriate calculation of the redemption price, but does
not need to include the redemption price itself. The actual redemption price, calculated as described in such clause (c), must
be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the redemption
date. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient
to pay the redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the redemption date is
deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such
date interest ceases to accrue on such Notes (or such portions thereof) called for redemption.


 


7.          Sinking
Fund


 


The Notes are not subject to any sinking
fund.


 


8.          Repurchase
of Notes at the Option of Holders upon Change of Control


 


Upon a Change of Control, any Holder will
have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of
the Notes of such Holder at a purchase price equal to 101% of the principal amount of the Notes to be repurchased plus accrued
and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date that is on or prior to the date of purchase) as provided in, and subject
to the terms of, the Indenture.


 




    	 



    	 



    

 


Any notice to Holders of such a redemption
needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself.
The actual redemption price, calculated as described above, must be set forth in an Officers’ Certificate delivered to the
Trustee no later than two Business Days prior to the redemption date.


 


If the optional redemption date is on or
after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will
be paid to the Person in whose name the note is registered at the close of business, on such record date. In the case of any partial
redemption, the trustee will select notes for redemption by such method as it shall deem fair and appropriate; provided that if
the notes are in global form, interests in such global notes will be selected for redemption by DTC in accordance with its standard
procedures therefor, although no note of $2,000 in original principal amount or less will be redeemed in part. If any note is
to be redeemed in part only, the notice of redemption relating to such note will state the portion of the principal amount thereof
to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder
thereof upon cancellation of the original note.


 


9.          Denominations;
Transfer; Exchange


 


The Notes are in registered form without
coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes
in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture.
The Registrar need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to
be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any Notes for a period of 15 days
prior to a selection of Notes to be redeemed or 15 days before an interest payment date.


 


10.         Persons
Deemed Owners


 


The registered Holder of this Note may
be treated as the owner of it for all purposes.


 


11.         Unclaimed
Money


 


If money for the payment of principal or
interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Issuer at its written request
unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only
to the Issuer and not to the Trustee for payment.


 


12.         Discharge
and Defeasance


 


Subject to certain conditions, the Issuer
at any time may terminate some of or all its obligations under the Notes and the Indenture if the Issuer deposits with the Trustee
money in U.S. dollars or U.S. Government Obligations for the payment of principal of and interest (including premium, if any)
on the Notes, in each case to redemption or maturity.


 


13.         Amendment,
Waiver


 


The Indenture and the Notes may be amended
and supplemented as provided in the Indenture.


 




    	 



    	 



    

 


14.         Defaults
and Remedies


 


 


If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding, subject to certain limitations,
may declare all the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default
and shall result in the Notes being immediately due and payable upon the occurrence of such Events of Default without any further
act of the Trustee or any Holder.


 


Holders of Notes may not enforce the Indenture
or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives
indemnity and/or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount
of the Notes then outstanding may direct the Trustee in its exercise of any trust or power under the Indenture. The Holders of
a majority in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer and the Trustee, may rescind
and annul any declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree,
and if all existing Events of Default have been cured or waived other than nonpayment of principal, premium or interest that has
become due solely because of the acceleration.


 


15.         Trustee
Dealings with the Issuer


 


Subject to certain limitations imposed
by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with the
Issuer or its Affiliates with the same rights it would have if it were not Trustee.


 


16.         No
Recourse Against Others


 


A director, officer, employee or stockholder,
as such, of the Issuer or any Guarantor shall not have any liability for any obligations of the Issuer or any Guarantor under
the Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting
a Note, each Noteholder shall waive and release all such liability. The waiver and release shall be part of the consideration
for the issue of the Notes.


 


17.         Authentication


 


This Note shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this
Note.


 


18.         Abbreviations


 


Customary abbreviations may be used in
the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


19.         Governing
Law/Waiver of Trial by Jury


 


THIS NOTE AND ANY CLAIM, CONTROVERSY OR
DISPUTE RELATING TO OR ARISING OUT OF NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT 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. EACH OF THE PARTIES HERETO AND EACH HOLDER BY ITS ACCEPTANCE THEREOF 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 NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 




    	 



    	 



    

 


20.         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 has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Noteholders. To the extent such
numbers have been issued, the Issuer has caused ISIN and Common Code numbers to be similarly printed on the Notes and has similarly
instructed the Trustee. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


 


The Issuer will furnish to any Holder
upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note.


 


All capitalized terms used but not defined
in this Note shall have the meanings assigned to them in the Indenture.


 




    	 



    	 



    

 


INTERVAL ACQUISITION CORP. 5.625% Senior
Notes due 2023

ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer this Note to


 


	 
	(Print or type assignee’s name, address and zip code)
	 
	(Insert assignee’s soc. sec. or tax I.D. No.)


 


and irrevocably appoint agent to transfer this Note on the
books of the Issuer. The agent may substitute another to act for him.


 


	Date:	 	 	Your Signature:	 
	 	 	 	 	Sign exactly as your name appears on the other side of this note


 


In connection with any transfer of any of the Notes evidenced
by this certificate occurring while this Note is a Transfer Restricted Note, the undersigned confirms that such Notes are being
transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


	(1)	 ̈	To the Issuer; or
	 	 	 
	(2)	 ̈	Pursuant to an effective registration statement under the Securities Act of 1933; or
	 	 	 
	(3)	 ̈	Inside the United States to a “qualified institutional buyer” (as defined in Rule
    144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional
    buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
    with Rule 144A under the Securities Act of 1933; or
	 	 	 
	(4)	 ̈	Outside the United States in an offshore transaction within the meaning of Regulation S under
    the Securities Act in compliance with Rule 904 under the Securities Act of 1933;
	 	 	 
	(5)	 ̈	In a principal amount of not less than $100,000 to an institutional “accredited investor”
    (as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities Act of 1933) that has furnished to the Trustee a signed
    letter containing certain representations and agreements (the form of which letter can be obtained from the Trustee or the
    Issuer); or
	 	 	 
	(6)	 ̈	Pursuant to another available exemption from registration provided by Rule 144 under the Securities
    Act of 1933 or any other available exemption from the registration requirements of the Securities Act of 1933.


 






    	 



    	 



    

 


Unless one of the boxes is checked, the Trustee will refuse
to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof;
provided, however, that if box (4) or (5) is checked, the Trustee may require, prior to registering any such transfer
of the Notes, such legal opinions, certifications and other information as the Issuer has reasonably requested 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 of 1933.


 


	 	 
	 	Your Signature


 


	Signature Guarantee:	 	 
	 	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature
    guarantor acceptable to the Trustee	 


 


	Date:	 	 	 
	 	 	 	Signature of Signature Guarantee


 




    	 



    	 



    

 


TO BE COMPLETED BY PURCHASER IF (3) ABOVE
IS CHECKED.


 


The undersigned represents and warrants
that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion
and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order
to claim the exemption from registration provided by Rule 144A.


 


	Date:	 	 	 
	 	 	 	NOTICE:  To be executed by an executive officer


 




    	 



    	 



    

 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The initial principal amount of this Global
Note is $[          ]. The following increases or decreases in this Global Note
have been made:


 





	Date
    of 

    Exchange	 	Amount
of 

decrease in Principal

Amount of this

Global Note
	 	Amount
                                         of increase

                                         in Principal

                                         Amount of this

                                         Global Note
	 	Principal
amount 

of this Global Note

following such

decrease or 

increase
	 	Signature
of

authorized signatory

of Trustee or 

Notes Custodian

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







 


 




    	 



    	 



    

 


INTERVAL ACQUISITION CORP. 5.625% Senior
Notes due 2023

OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note
purchased by the Issuer pursuant to Section 4.07 (Limitation on Asset Sales) or Section 4.12 (Change of Control) of the Indenture,
check the box:  ̈


 


If you want to elect to have only part
of this Note purchased by the Issuer pursuant to Section 4.07 or Section 4.12 of the Indenture, state the amount:


 


$


 


	Date:	 	 	 
	 	 	 	(Sign exactly as your name appears on the other side of the Note)


 


	Signature Guarantee:	 
	 	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature
    guarantor acceptable to the Trustee


 


	Date:	 	 	 
	 	 	 	Signature of Signature Guarantee


 




    	 



    	 



    

 


EXHIBIT B


 


SUPPLEMENTAL INDENTURE


 


dated as of           ,


 


among


 


INTERVAL ACQUISITION CORP.


 


The Guarantors Party Hereto


 


and


 


HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee


 


5.625% Senior Notes due 2023


 




    	B-1



    	 



    

 


THIS SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), entered into as of             ,       ,
among INTERVAL ACQUISITION CORP., a Delaware corporation (the “Issuer”), [insert each Guarantor executing this
Supplemental Indenture and its jurisdiction of incorporation] (each an “Undersigned”) and HSBC BANK USA, NATIONAL
ASSOCIATION, as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Issuer, the Guarantors party
thereto and the Trustee entered into an Indenture, dated as of April 10, 2015 (the “Indenture”), relating to
the Issuer’s 5.625% Senior Notes due 2023 (the “Notes”);


 


WHEREAS, as a condition to the Trustee
entering into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause
any Restricted Subsidiary that guarantees or becomes an obligor under the Issuer’s Credit Agreement following the Issue
Date to provide Note Guarantees.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby
agree as follows:


 


Section 1.          Capitalized
terms used herein and not otherwise defined herein are used as defined in the Indenture.


 


Section 2.          Each
Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by
the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.


 


Section 3.          This
Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.


 


Section 4.          This
Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.


 


Section 5.          This
Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth
be read together.


 


Section 6.          The
recitals and statements herein are deemed to be those of the Issuer and the Undersigned and not the Trustee. The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or
the Guarantees provided by the Guarantors party to this Supplemental Indenture.


 




    	B-2



    	 



    

 


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


 


	 	INTERVAL ACQUISITION CORP., as Issuer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[GUARANTOR(S)]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	B-3



    	 



    

 


	 	HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	B-4



    	 



    

 


EXHIBIT C


 


Form of

Transferee Letter of Representation


 


Interval Acquisition Corp.


 


In care of:


 


HSBC Bank USA, National Association

[      ]

Attention: [     ]

Facsimile: [      ]


 


Ladies and Gentlemen:


 


This certificate is delivered to request
a transfer of $[ ] principal amount of the 5.625% Senior Notes due 2023 [CUSIP Number] (the “Notes”) of Interval
Acquisition Corp. (the “Issuer”).


 


Upon transfer, the Notes would be registered
in the name of the new beneficial owner as follows:


 


Name:


Address:


Taxpayer ID Number:


 


The undersigned represents and warrants
to you that:


 


1.          We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act
of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional
“accredited investor,” and we are acquiring the Notes not with a view to, or for offer or sale in connection with,
any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase notes similar to
the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic
risk of our or its investment.


 




    	B-5



    	 



    

 


2.          We
understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except
as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing
Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of original
issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto)
(the “Resale Restriction Termination Date”) only (a) to the Issuer, (b) pursuant to a registration statement
that has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under
the Securities Act (“Rule 144A”), to a person we reasonably believe is a qualified institutional buyer under
Rule 144A (a “QIB”) that is purchasing for its own account or for the account of a QIB and to whom notice is
given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United
States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the
account of such an institutional “accredited investor,” or (f) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition
of our property or the property of such investor account or accounts be at all times within our or their control and in compliance
with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the
Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this
letter to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes
for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuer
and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date
of the Notes pursuant to clause (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications or other
information satisfactory to the Issuer and the Trustee.


 


	 	TRANSFEREE:
	 	 
	 	By:


 




    	B-6