Exhibit 4.1


 


EXECUTION
VERSION


 





 



 


OPTION CARE HEALTH, INC.


 


AND


 


ANKURA TRUST COMPANY, LLC

as Trustee


 


43⁄8%
Senior Notes due 2029


 





 



 


INDENTURE


 


Dated as of October 27, 2021


 





 



 





 



 







 









     

    


    

 


Table of Contents


 


		 	Page
	 	 	 
	Article I
	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 
	Section 1.1.	Definitions	1
	Section 1.2.	Other Definitions	52
	Section 1.3.	[Reserved]	55
	Section 1.4.	Rules of Construction	55
	 	 	 
	Article II
	 	 	 
	THE NOTES
	 	 	 
	Section 2.1.	Form, Dating and Terms	58
	Section 2.2.	Execution and Authentication	63
	Section 2.3.	Registrar and Paying Agent	64
	Section 2.4.	Paying Agent to Hold Money in Trust	65
	Section 2.5.	Holder Lists	65
	Section 2.6.	Transfer and Exchange	65
	Section 2.7.	[Reserved]	68
	Section 2.8.	[Reserved]	68
	Section 2.9.	Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S	68
	Section 2.10.	[Reserved]	70
	Section 2.11.	Mutilated, Destroyed, Lost or Stolen Notes	70
	Section 2.12.	Outstanding Notes	71
	Section 2.13.	Temporary Notes	71
	Section 2.14.	Cancellation	71
	Section 2.15.	Payment of Interest; Defaulted Interest	72
	Section 2.16.	CUSIP and ISIN Numbers	73
	 	 	 
	Article III
	 	 	 
	COVENANTS
	 	 	 
	Section 3.1.	Payment of Notes	73
	Section 3.2.	Limitation on Indebtedness	73
	Section 3.3.	Limitation on Restricted Payments	81
	Section 3.4.	Limitation on Restrictions on Distributions from Restricted Subsidiaries	90
	Section 3.5.	Limitation on Sales of Assets and Subsidiary Stock	92
	Section 3.6.	Limitation on Liens	96
	Section 3.7.	Limitation on Guarantees	97
	Section 3.8.	Limitation on Affiliate Transactions	98



 






     

    


    

 


	Section 3.9.	Change of Control	101
	Section 3.10.	Reports	104
	Section 3.11.	[Reserved]	107
	Section 3.12.	Maintenance of Office or Agency	107
	Section 3.13.	[Reserved]	107
	Section 3.14.	[Reserved]	107
	Section 3.15.	[Reserved]	107
	Section 3.16.	Compliance Certificate	107
	Section 3.17.	Further Instruments and Acts	107
	Section 3.18.	[Reserved]	107
	Section 3.19.	Statement by Officers as to Default	107
	Section 3.20.	Designation of Restricted and Unrestricted Subsidiaries	108
	Section 3.21.	Suspension of Certain Covenants on Achievement of Investment Grade Status	108
	 	 	 
	Article IV
	 	 	 
	SUCCESSOR COMPANY; Successor Person
	 	 	 
	Section 4.1.	Merger, Amalgamation and Consolidation	109
	 	 	 
	Article V
	 	 	 
	REDEMPTION OF SECURITIES
	 	 	 
	Section 5.1.	Notices to Trustee	112
	Section 5.2.	Selection of Notes to Be Redeemed or Purchased	112
	Section 5.3.	Notice of Redemption	112
	Section 5.4.	[Reserved]	113
	Section 5.5.	Deposit of Redemption or Purchase Price	113
	Section 5.6.	Notes Redeemed or Purchased in Part	114
	Section 5.7.	Optional Redemption	114
	Section 5.8.	Mandatory Redemption	115
	 	 	 
	Article VI
	 	 	 
	DEFAULTS AND REMEDIES
	 	 	 
	Section 6.1.	Events of Default	115
	Section 6.2.	Acceleration	119
	Section 6.3.	Other Remedies	120
	Section 6.4.	Waiver of Past Defaults	120
	Section 6.5.	Control by Majority	120
	Section 6.6.	Limitation on Suits	120
	Section 6.7.	Rights of Holders to Receive Payment	121
	Section 6.8.	Collection Suit by Trustee	121
	Section 6.9.	Trustee May File Proofs of Claim	121



 






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	Section 6.10.	Priorities	122
	Section 6.11.	Undertaking for Costs	122
	 	 	 
	Article VII
	 	 	 
	TRUSTEE
	 	 	 
	Section 7.1.	Duties of Trustee	122
	Section 7.2.	Rights of Trustee	123
	Section 7.3.	Individual Rights of Trustee	125
	Section 7.4.	Trustee’s Disclaimer	126
	Section 7.5.	Notice of Defaults	126
	Section 7.6.	Monies to Be Held in Trust	126
	Section 7.7.	Compensation and Indemnity	126
	Section 7.8.	Replacement of Trustee	127
	Section 7.9.	Successor Trustee by Merger	128
	Section 7.10.	Eligibility; Disqualification	128
	Section 7.11.	[Reserved]	128
	Section 7.12.	Trustee’s Application for Instruction from the Issuer	128
	 	 	 
	Article VIII
	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 	 	 
	Section 8.1.	Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance	128
	Section 8.2.	Legal Defeasance and Discharge	129
	Section 8.3.	Covenant Defeasance	129
	Section 8.4.	Conditions to Legal or Covenant Defeasance	129
	Section 8.5.	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	131
	Section 8.6.	Repayment to the Issuer	131
	Section 8.7.	Reinstatement	131
	 	 	 
	Article IX
	 	 	 
	AMENDMENTS
	 	 	 
	Section 9.1.	Without Consent of Holders	132
	Section 9.2.	With Consent of Holders	133
	Section 9.3.	[Reserved]	134
	Section 9.4.	Revocation and Effect of Consents and Waivers	134
	Section 9.5.	Notation on or Exchange of Notes	135
	Section 9.6.	Trustee to Sign Amendments	135
	 	 	 



 






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	Article X
	 	 	 
	GUARANTEE
	 	 	 
	Section 10.1.	Guarantee	135
	Section 10.2.	Limitation on Liability; Termination, Release and Discharge	137
	Section 10.3.	Right of Contribution	138
	Section 10.4.	No Subrogation	138
	 	 	 
	Article XI
	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	 
	Section 11.1.	Satisfaction and Discharge	139
	Section 11.2.	Application of Trust Money	139
	 	 	 
	Article XII
	 	 	 
	[Reserved.]
	 	 	 
	Article XIII
	 	 	 
	MISCELLANEOUS
	 	 	 
	Section 13.1.	Notices	140
	Section 13.2.	Certificate and Opinion as to Conditions Precedent	141
	Section 13.3.	Statements Required in Certificate or Opinion	142
	Section 13.4.	When Notes Disregarded	142
	Section 13.5.	Rules by Trustee, Paying Agent and Registrar	142
	Section 13.6.	Legal Holidays	142
	Section 13.7.	Governing Law	142
	Section 13.8.	Jurisdiction	142
	Section 13.9.	Waivers of Jury Trial	143
	Section 13.10.	USA PATRIOT Act	143
	Section 13.11.	No Recourse Against Others	143
	Section 13.12.	Successors	143
	Section 13.14.	Table of Contents; Headings	144
	Section 13.15.	Force Majeure	144
	Section 13.16.	Severability	144
	Section 13.17.	[Reserved]	144
	Section 13.18.	Waiver of Immunities	144
	Section 13.19.	Judgment Currency	144



 


	EXHIBIT A	Form of Global Restricted Note
	EXHIBIT B	Form of Supplemental Indenture to Add Guarantors




 






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INDENTURE dated as of October 27, 2021, by
and between OPTION CARE HEALTH, INC. (the “Issuer” or the “Company”), a Delaware corporation,
each of the Guarantors (as defined herein) listed on the signature pages hereto, and ANKURA TRUST COMPANY, LLC, as trustee (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Issuer has duly authorized the execution
and delivery of this Indenture to provide for the issuance of (i) its 43⁄8% Senior Notes due 2029 issued on the date hereof
(the “Initial Notes”) and (ii) any additional Notes (“Additional Notes” and, together with
the Initial Notes, the “Notes”) that may be issued after the Issue Date.


 


WHEREAS, all things necessary (i) to make
the Notes, when executed and duly issued by the Issuer and authenticated and delivered hereunder, the valid obligations of the Issuer,
and (ii) to make this Indenture a valid agreement of the Issuer and the Guarantors have been done; and


 


NOW, THEREFORE, in consideration of the premises
and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders, as follows:


 


Article I


 


DEFINITIONS
AND INCORPORATION BY REFERENCE


 


Section 1.1.          Definitions.


 


“ABL Banking Services Obligations”
means any and all obligations of any obligor under the ABL Credit Agreement or any of such obligors “subsidiaries” as defined
in the ABL Credit Agreement, whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including
all renewals, extensions and modifications thereof and substitutions therefor), in connection with any treasury, depositary, disbursement,
lockbox, funds transfer, pooling, netting, overdraft, stored value card, purchase card (including so-called “procurement cards”
or “P-cards”), debit card, credit card, e-payable, cash management and similar services, foreign exchange facilities, and
any automated clearing house transfer of funds services provided to any obligor under the ABL Credit Agreement or any of such obligors
 “subsidiaries” as defined in the ABL Credit Agreement, in each case, that constitute Secured Cash Management Obligations or
Secured Obligations; provided that in no event shall any obligations constitute ABL Banking Services Obligations to the extent such obligations
at the time a holder of ABL obligations enters into the related ABL Banking Services Agreement (as defined in the ABL Intercreditor Agreement)
constitute First Lien Banking Services Obligations or Second Lien Banking Services Obligations (each, as defined in the ABL Intercreditor
Agreement).


 






     

    


    

 


“ABL Credit Agreement” means
the ABL Credit Agreement, dated as of August 6, 2019, by and among the Company, the guarantors from time to time party thereto, Bank
of America, N.A., as administrative agent and collateral agent, a syndicate of financial institutions party thereto, the other agents
party thereto, and each lender from time to time party thereto, as amended by that certain First Amendment to ABL Credit Agreement, dated
as of October 5, 2020, and that certain Second Amendment to the ABL Credit Agreement, dated as of January 21, 2021 and as further
amended, restated, amended and restated or replaced from time to time, including by the Third Amendment to the ABL Credit Agreement, to
be dated on or about the Issue Date, together with the related documents thereto (including the revolving loans thereunder, any letters
of credit and reimbursement obligations related thereto, any Guarantees and security documents), as amended, extended, renewed, restated,
refunded, replaced, refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount,
terms, conditions, covenants and other provisions) from time to time, and any one or more agreements (and related documents) governing
Indebtedness, including indentures, incurred to refinance, substitute, supplement, replace or add to (including increasing the amount
available for borrowing, altering the maturity thereof or adding or removing any Person as a borrower, issuer or guarantor thereunder,
in whole or in part), the borrowings and commitments then outstanding or permitted to be outstanding under such ABL Credit Agreement or
one or more successors to the ABL Credit Agreement or one or more new credit agreements, whether by the same or any other agent, lender
or group of lenders.


 


“ABL Intercreditor Agreement”
means the ABL Intercreditor Agreement dated as of August 6, 2019 entered into by, among others, the agents under the First Lien Credit
Agreement and the ABL Credit Agreement, as supplemented, modified or otherwise changed from time to time.


 


“Acquired Indebtedness” means
with respect to any Person (x) Indebtedness of any other Person or any of its Subsidiaries existing at the time such other Person
becomes a Restricted Subsidiary or merges or amalgamates with or into or consolidates or otherwise combines with the Company or any Restricted
Subsidiary and (y) Indebtedness secured by a Lien encumbering any asset acquired by such Person. Acquired Indebtedness shall be deemed
to have been Incurred, with respect to clause (x) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary
or on the date of the relevant merger, amalgamation, consolidation, acquisition or other combination.


 


“Additional Assets” means:


 


(1)          any
property or assets (other than Capital Stock) used or to be used by the Company, a Restricted Subsidiary or otherwise useful in a Similar
Business (it being understood that capital expenditures on property or assets already used in a Similar Business or to replace any property
or assets that are the subject of such Asset Disposition shall be deemed an investment in Additional Assets);


 


(2)          the
Capital Stock of a Person that is engaged in a Similar Business and becomes a Restricted Subsidiary as a result of the acquisition of
such Capital Stock by the Company or a Restricted Subsidiary; or


 


(3)          Capital
Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary.


 


“Affiliate” of any specified
Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such
specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct
the management and policies of such 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.


 


“Alternative Currency” means
any currency (other than U.S. dollars) that is a lawful currency (other than U.S. dollars) that is readily available and freely transferable
and convertible into U.S. dollars (as determined in good faith by the Company).


 


“Applicable Premium” means the
greater of (A) 1.0% of the principal amount of such Note and (B) on any redemption date, the excess (to the extent positive)
of:


 


		(a)	the present value at such redemption date of (i) the redemption price of such Note at October 31, 2024 (such redemption
price (expressed in percentage of principal amount) being set forth in the table under ‎Section 5.7(d) (excluding
accrued but unpaid interest, if any)), plus (ii) all required interest payments due on such Note to and including such date set forth
in clause (i) (excluding accrued but unpaid interest, if any), computed upon the redemption date using a discount rate equal to the
Applicable Treasury Rate at such redemption date plus 50 basis points; over



 






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		(b)	the outstanding principal amount of such Note;



 


in each case, as calculated by the Company or on
behalf of the Company by such Person as the Company shall designate. The Trustee shall have no duty to calculate or verify the calculations
of the Applicable Premium.


 


“Applicable Treasury Rate” means
the weekly average rounded to the nearest 1/100th of a percentage point (for the most recently completed week for which such information
is available as of the date that is two Business Days prior to the redemption date) of the yield to maturity at the time of computation
of United States Treasury securities with a constant maturity (as compiled and published in the Federal Reserve Statistical Release H.15
with respect to each applicable day during such week (or, if such statistical release is not so published or available, any publicly available
source of similar market data selected by the Company in good faith)) most nearly equal to the period from the redemption date to October 31,
2024; provided, however, that if the period from the redemption date to October 31, 2024 is not equal to the constant maturity of
a United States Treasury security for which such yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields
are given, except that if the period from the redemption date to such applicable date is less than one year, the weekly average yield
on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.


 


“Asset Disposition” means:


 


(a)          the
voluntary sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property
or assets (including by way of a Sale and Leaseback Transaction) of the Company or any of its Restricted Subsidiaries (in each case other
than Capital Stock of the Company) (each referred to in this definition as a “disposition”); or


 


(b)          the
issuance or sale of Capital Stock of any Restricted Subsidiary (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries
issued in compliance with ‎Section 3.2 or directors’ qualifying shares and shares issued to foreign nationals as
required under applicable law), whether in a single transaction or a series of related transactions;


 


in each case, other than:


 


(1)          a
disposition by the Company or a Restricted Subsidiary to the Company or a Restricted Subsidiary, including pursuant to any Intercompany
License Agreement;


 


(2)          a
disposition of cash, Cash Equivalents or Investment Grade Securities, including any marketable securities portfolio owned by the Company
and its Subsidiaries on the Issue Date;


 


(3)          a
disposition of inventory, goods or other assets (including Settlement Assets) in the ordinary course of business or consistent with past
practice or held for sale or no longer used in the ordinary course of business, including any disposition of disposed, abandoned or discontinued
operations;


 






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(4)          a
disposition of obsolete, worn out, uneconomic, damaged or surplus property, equipment or other assets or property, equipment or other
assets that are no longer economically practical or commercially desirable to maintain or used or useful in the business of the Company
and its Restricted Subsidiaries whether now or hereafter owned or leased or acquired in connection with an acquisition or used or useful
in the conduct of the business of the Company and its Restricted Subsidiaries (including by ceasing to enforce, allowing the lapse, abandonment
or invalidation of or discontinuing the use or maintenance of or putting into the public domain any intellectual property that is, in
the reasonable judgment of the Company or the Restricted Subsidiaries, no longer used or useful, or economically practicable to maintain,
or in respect of which the Company or any Restricted Subsidiary determines in its reasonable business judgment that such action or inaction
is desirable);


 


(5)          transactions
permitted under ‎Section 4.1 or a transaction that constitutes a Change of Control;


 


(6)          an
issuance of Capital Stock by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or as part of or pursuant to an
equity incentive or compensation plan approved by the Board of Directors;


 


(7)          any
dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a fair market value
(as determined in good faith by the Company) of less than the greater of $40 million and 16.0% of LTM EBITDA;


 


(8)          any
Restricted Payment that is permitted to be made, and is made, under ‎Section 3.3 and the making of any Permitted Payment
or Permitted Investment or, solely for purposes of ‎Section 3.5(a)(3), asset sales, the proceeds of which are used to
make such Restricted Payments or Permitted Investments;


 


(9)          dispositions
in connection with Permitted Liens, Permitted Intercompany Activities, Permitted Tax Restructuring and related transactions;


 


(10)          dispositions
of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or consistent with
past practice or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;


 


(11)          conveyances,
sales, transfers, licenses, sub-licenses, cross-licenses or other dispositions of intellectual property, software or other general intangibles
and licenses, sub-licenses, cross-licenses, leases or subleases of other property, in each case, in the ordinary course of business or
consistent with past practice or pursuant to a research or development agreement in which the counterparty to such agreement receives
a license in the intellectual property or software that results from such agreement;


 


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


 


(13)          foreclosure,
condemnation, expropriation, forced disposition or any similar action with respect to any property or other assets;


 


(14)          the
sale, discount or other disposition (with or without recourse, and on customary or commercially reasonable terms and for credit management
purposes) of inventory, accounts receivable or notes receivable arising in the ordinary course of business or consistent with past practice,
or the conversion or exchange of accounts receivable for notes receivable;


 


(15)          any
issuance or sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary or any other disposition of Capital
Stock, Indebtedness or other securities of an Unrestricted Subsidiary;


 


(16)          any
disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the
Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired
its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case
comprising all or a portion of the consideration in respect of such sale or acquisition;


 






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(17)          (i) dispositions
of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property that is
promptly purchased, (ii) dispositions of property to the extent that the proceeds of such disposition are promptly applied to the
purchase price of such replacement property (which replacement property is actually promptly purchased), and (iii) to the extent
allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;


 


(18)          any
disposition of Securitization Assets or Receivables Assets, or participations therein, in connection with any Qualified Securitization
Financing or Receivables Facility not prohibited by this Indenture, or the disposition of an account receivable in connection with the
collection or compromise thereof in the ordinary course of business or consistent with past practice;


 


(19)          any
financing transaction with respect to property constructed, acquired, leased, renewed, relocated, expanded, maintained, upgraded replaced,
repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Company or any
Restricted Subsidiary after the Issue Date, including Sale and Leaseback Transactions and asset securitizations, not prohibited by this
Indenture;


 


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


 


(21)          any
surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation or other claims
of any kind;


 


(22)          the
unwinding of any Cash Management Services or Hedging Obligations;


 


(23)          dispositions
(i) of non-core assets, (ii) made to satisfy the Company’s or any Restricted Subsidiary’s obligations under any
non-compete agreement or (iii) made to obtain the approval of any anti-trust authority;


 


(24)          transfers
of property or assets subject to Casualty Events upon receipt of the Net Proceeds of such Casualty Event; provided that any Cash
Equivalents received by the Company or any of its Restricted Subsidiaries in respect of such Casualty Event shall be deemed to be Net
Available Cash of an Asset Disposition, and such Net Available Cash shall be applied in accordance with ‎Section 3.5;


 


(25)          any
sale of property or assets, if the acquisition of such property or assets was financed with Excluded Contributions and the Net Cash Proceeds
of such sale are used to make a Restricted Payment pursuant to ‎Section 3.3(b)(12)(b);


 


(26)          the
disposition of any assets (including Capital Stock) (i) acquired in a transaction after the Issue Date, which assets are not useful
in the core or principal business of the Company and its Restricted Subsidiaries, or (ii) made in connection with the approval of
any applicable antitrust authority or otherwise necessary or advisable in the reasonable determination of the Company to consummate any
acquisition;


 


(27)          any
sale, transfer or other disposition to affect the formation of any Subsidiary that is a Delaware Divided LLC; provided that upon
formation of such Delaware Divided LLC, such Delaware Divided LLC shall be a Restricted Subsidiary; provided further that any such assets
or properties so sold, transferred or otherwise disposed shall be held by such Restricted Subsidiary, the Company or another Restricted
Subsidiary;


 


(28)          dispositions
of ABL Priority Collateral (as defined in the ABL Credit Agreement) to the extent the net proceeds thereof are applied to repay or cash
collateralize the obligations under the ABL Credit Agreement;


 






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(29)          the
abandonment of intellectual property rights (i) in the ordinary course of business or which in the reasonable good faith determination
of the Company are not material to the conduct of the business of the Company and the Restricted Subsidiaries taken as a whole or (B) that
are no longer economically practicable or commercially reasonable to maintain; and


 


(30)          any
disposition of non-revenue producing assets to a Person who is providing services related to such assets, the provision of which have
been or are to be outsourced by the Company or any Restricted Subsidiary to such Person.


 


In the event that a transaction (or any portion
thereof) meets the criteria of a permitted Asset Disposition and would also be a Permitted Investment or an Investment permitted under
‎Section 3.3, the Company, in its sole discretion, will be entitled to divide and classify such transaction (or a portion
thereof) as an Asset Disposition and/or one or more of the types of Permitted Investments or Investments permitted under ‎Section 3.3.


 


“Associate” means (i) any
Person engaged in a Similar Business of which the Company or its Restricted Subsidiaries are the legal and beneficial owners of between
20% and 50% of all outstanding Voting Stock and (ii) any joint venture entered into by the Company or any Restricted Subsidiary of
the Company.


 


“Available RP Capacity Amount”
means 100% of (i) the amount of Restricted Payments that may be made at the time of determination pursuant to ‎Section 3.3(a)(iii) and
Sections ‎3.3(b)(6), ‎3.3(b)(10), ‎3.3(b)(12) and ‎3.3(b)(16), minus (ii) the sum of
the amount of the Available RP Capacity Amount utilized by the Company or any Restricted Subsidiary to (A) make Restricted Payments
in reliance on Sections ‎3.3(a)(iii) and ‎‎Section 3.3(b)(6), ‎3.3(b)(10), ‎3.3(b)(12)
and ‎3.3(b)(16), and (B) incur Indebtedness pursuant to ‎Section 3.2(b)(23), plus (iii) the aggregate principal
amount of Indebtedness prepaid prior to or substantially concurrently at such time, solely to the extent such Indebtedness was incurred
pursuant to ‎Section 3.2(b)(23) (it being understood that the amount under this clause (iii) shall only be available
for use pursuant to ‎Section 3.2(b)(23)).


 


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


 


“Board of Directors” means (i) with
respect to the Company or any corporation, the board of directors or managers, as applicable, of the corporation, or any duly authorized
committee thereof; (ii) with respect to any partnership, the board of directors or other governing body of the general partner, as
applicable, of the partnership or any duly authorized committee thereof; (iii) with respect to a limited liability company, the managing
member or members or any duly authorized controlling committee thereof; and (iv) with respect to any other Person, the board or any
duly authorized committee of such Person serving a similar function. Whenever any provision requires any action or determination to be
made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made if
approved by a majority of the directors on any such Board of Directors (whether or not such action or approval is taken as part of a formal
board meeting or as a formal board approval). Unless the context requires otherwise, Board of Directors means the Board of Directors of
the Company.


 


“Borrowing Base” means at any
given time means an amount equal to the sum of (a) 85% of the face amount of all accounts receivable; (b) the lesser of (i) 85%
of the net orderly liquidation value of all inventory and (ii) 75% of the book value of all inventory; provided that the inventory
included in the Borrowing Base pursuant to subclause (b)(i) shall not exceed 30% of the total Borrowing Base and (c) 100% of
all cash held in a deposit account either (x) maintained with the administrative agent under the ABL Credit Agreement or (y) over
which the administrative agent under the ABL Credit Agreement has a perfected security interest; in each case, of the Company and its
Restricted Subsidiaries in accordance with GAAP, as of the most recently ended month for which the Company has delivered a borrowing base
certificate in accordance with the ABL Credit Agreement. The Borrowing Base shall be calculated on a pro forma basis to include any accounts
receivable, inventory, credit card receivables, unbilled receivables and billings owned by an entity that is to be merged with or into
the Company or a Restricted Subsidiary or is to become a Restricted Subsidiary on the date of determination.


 






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“Business Day” means each day
that is not a Saturday, Sunday or other day on which banking institutions in New York, New York, United States or in the jurisdiction
of the place of payment are authorized or required by law to close. When the payment of any obligation or the performance of any covenant,
duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance
shall extend to the immediately succeeding Business Day and such extension of time shall not be reflected in computing interest or fees,
as the case may be.


 


“Business Successor” means (i) any
former Subsidiary of the Company and (ii) any Person that, after the Issue Date, has acquired, merged or consolidated with a Subsidiary
of the Company (that results in such Subsidiary ceasing to be a Subsidiary of the Company), or acquired (in one transaction or a series
of transactions) all or substantially all of the property and assets or business of a Subsidiary or assets constituting a business unit,
line of business or division of a Subsidiary of the Company.


 


“Capital Stock” of any Person
means any and all shares of, rights to purchase or acquire, warrants, options or depositary receipts for, or other equivalents of or partnership
or other interests in (however designated), equity of such Person, including any Preferred Stock, but excluding any debt securities convertible
into or exchangeable for such equity.


 


“Capitalized Software Expenditures”
means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted
Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements
that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person
and its Restricted Subsidiaries.


 


“Captive Insurance Subsidiary”
means (i) any Subsidiary of the Company operating for the purpose of (a) insuring the businesses, operations or properties owned
or operated by any Parent Entity, the Company or any of its Subsidiaries, including their future, present or former employee, director,
officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members),
and related benefits and/or (b) conducting any activities or business incidental thereto (it being understood and agreed that activities
which are relevant or appropriate to qualify as an insurance company for U.S. federal or state tax purposes shall be considered “activities
or business incidental thereto”) or (ii) any Subsidiary of any such insurance subsidiary operating for the same purpose described
in clause (i) above.


 


“Cash Equivalents” means:


 


(1)          (a) U.S.
dollars, Canadian dollars, Swiss Francs, United Kingdom pounds, Euro, Yen or any national currency of any member state of the European
Union on the Issue Date; or (b) any other foreign currency held by the Company and the Restricted Subsidiaries in the ordinary course
of business;


 


(2)          securities
issued or directly and fully Guaranteed or insured by the United States, Canadian, Swiss or United Kingdom governments, a member state
of the European Union or, in each case, or any agency or instrumentality thereof (provided that the full faith and credit of such
country or such member state is pledged in support thereof), having maturities of not more than two years from the date of acquisition;


 






    	 	7	 



     


    

 


(3)          certificates
of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more
than one year from the date of acquisition thereof issued by any lender or by any bank or trust company (a) whose commercial paper
is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s
(or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating
Organization) or (b) (in the event that the bank or trust company does not have commercial paper which is rated) having combined
capital and surplus in excess of $100 million;


 


(4)          repurchase
obligations for underlying securities of the types described in clauses (2), (3) and (7) entered into with any bank meeting
the qualifications specified in clause (3) above;


 


(5)          securities
with maturities of two years or less from the date of acquisition backed by standby letters of credit issued by any Person referenced
in clause (3) above;


 


(6)          commercial
paper and variable or fixed rate notes issued by a bank meeting the qualifications specified in clause (3) above (or by the
parent company thereof) maturing within one year after the date of creation thereof or any commercial paper and variable or fixed rate
note issued by, or guaranteed by a corporation rated at least (A) “A-1” or higher by S&P or “P-1” or
higher by Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized
Statistical Rating Organization selected by the Company) maturing within two years after the date of creation thereof or (B) “A-2”
or higher by S&P or “P-2” or higher by Moody’s (or, if at the time, neither is issuing comparable ratings, then
a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the Company) maturing within two years
after the date of creation thereof or, in each case, if no rating is available in respect of the commercial paper or fixed rate notes,
the issue of which has an equivalent rating in respect of its long-term debt;


 


(7)          marketable
short-term money market and similar securities having a rating of at least “P-2” or “A-2” from either S&P
or Moody’s, respectively (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally
Recognized Statistical Rating Organization selected by the Company), and in each case maturing within 24 months after the date of creation
or acquisition thereof;


 


(8)          readily
marketable direct obligations issued by any state, province, commonwealth or territory of the United States of America, Canada, Switzerland,
the United Kingdom, any member state of the European Union or any political subdivision, taxing authority or public instrumentality thereof,
in each case, having one of the two highest ratings categories obtainable from either Moody’s or S&P (or, if at the time, neither
is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the
Company) with maturities of not more than two years from the date of creation or acquisition;


 


(9)          readily
marketable direct obligations issued by any foreign government or any political subdivision, taxing authority or public instrumentality
thereof, in each case, having one of the two highest ratings categories obtainable by S&P or Moody’s (or, if at the time, neither
is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization selected by the
Company) with maturities of not more than two years from the date of acquisition;


 


(10)          Investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated within the three highest ratings
categories by S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another
Nationally Recognized Statistical Rating Organization selected by the Company);


 






    	 	8	 



     


    

 


(11)          with
respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains
its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation
and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of, bankers’
acceptance of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such
Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization
for Economic Cooperation and Development, and 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 (any such bank being an “Approved
Foreign Bank”), and in each case with maturities of not more than 270 days from the date of acquisition and (iii) the equivalent
of demand deposit accounts which are maintained with an Approved Foreign Bank;


 


(12)          Indebtedness
or Preferred Stock issued by Persons with a rating of “BBB-” or higher from S&P or “Baa3” or higher from Moody’s
(or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating
Organization selected by the Company) with maturities of 24 months or less from the date of acquisition;


 


(13)          bills
of exchange issued in the United States, Canada, Switzerland, the United Kingdom, a member state of the European Union or Japan eligible
for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);


 


(14)          investments
in money market funds access to which is provided as part of “sweep” accounts maintained with any bank meeting the qualifications
specified in clause (3) above;


 


(15)          investments
in industrial development revenue bonds that (i) “re-set” interest rates not less frequently than quarterly, (ii) are
entitled to the benefit of a remarketing arrangement with an established broker dealer and (iii) are supported by a direct pay letter
of credit covering principal and accrued interest that is issued by any bank meeting the qualifications specified in clause (3) above;


 


(16)          investments
in pooled funds or investment accounts consisting of investments in the nature described in the foregoing clause (15);


 


(17)          Cash
Equivalents or instruments similar to those referred to in clauses (1) through (16) above denominated in U.S. dollars or any Alternative
Currency;


 


(18)          interests
in any investment company, money market, enhanced high yield fund or other investment fund which invests 90% or more of its assets in
instruments of the types specified in clauses (1) through (17) above; and


 


(19)          for
purposes of clause (2) of the definition of “Asset Disposition,” any marketable securities portfolio owned by the Company
and its Subsidiaries on the Issue Date.


 


In the case of Investments by any Foreign Subsidiary
that is a Restricted Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents shall also include
(i) investments of the type and maturity described in clauses (1) through (9) and clauses (11) through (14) above of foreign
obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings
from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted
Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments
in clauses (1) through (14) and in this paragraph.


 


Notwithstanding the foregoing, Cash Equivalents
shall include amounts denominated in currencies other than those set forth in clause (1) above, provided that such amounts
are converted into any currency listed in clause (1) as promptly as practicable and in any event within 10 Business Days following
the receipt of such amounts. For the avoidance of doubt, any items identified as Cash Equivalents under this definition (other than clause
(16) above) will be deemed to be Cash Equivalents for all purposes under this Indenture regardless of the treatment of such items under
GAAP.


 






    	 	9	 



     


    

 


“Cash Management Obligations”
means (1) obligations in respect of any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements,
electronic fund transfer, treasury services and cash management services, including controlled disbursement services, working capital
lines, lines of credit, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services, or other
cash management arrangements or any automated clearing house arrangements, (2) other obligations in respect of netting or setting
off arrangements, credit, debit or purchase card programs, stored value card and similar arrangements and (3) obligations in respect
of any other services related, ancillary or complementary to the foregoing (including any overdraft and related liabilities arising from
treasury, depository, cash pooling arrangements and cash management services, corporate credit and purchasing cards and related programs
or any automated clearing house transfers of funds).


 


“Cash Management Services” means
any of the following to the extent not constituting a line of credit (other than an overnight draft facility that is not in default):
automated clearing house transactions, treasury, depository, credit or debit card, purchasing card, stored value card, electronic fund
transfer services and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities,
foreign exchange facilities, deposit and other accounts and merchant services or other cash management arrangements in the ordinary course
of business or consistent with past practice.


 


“Casualty Event” means any event
that gives rise to the receipt by the Company or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect
of any equipment, assets or real property (including any improvements thereon) to replace or repair such equipment, assets or real property.


 


“CFC” means any Foreign Subsidiary
that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.


 


“CFC Holding Company” means
any domestic Subsidiary of the Company and Guarantors substantially all the assets of which consist (directly or indirectly through disregarded
entities or partnerships) of equity interests (including, for this purpose, any debt or other instrument treated as equity for U.S. federal
income Tax purposes) in, and/or indebtedness (as determined for U.S. Tax purposes) issued by, one or more CFCs or CFC Holding Companies,
and cash and cash equivalents and other assets being held on a temporary basis incidental to the holding of such equity interests or indebtedness.


 


“Change of Control” means:


 


(1)          the
Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote,
written notice or otherwise) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act
as in effect on the Issue Date), other than one or more Permitted Holders or a Parent Entity, that is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 of the Exchange Act as in effect on the Issue Date) of more than 50% of the total
voting power of the Voting Stock of the Company; provided that (x) so long as the Company is a Subsidiary of any Parent Entity,
no person shall be deemed to be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of the Company
unless such person shall be or become a beneficial owner of more than 50% of the total voting power of the Voting Stock of such Parent
Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity) and (y) any Voting Stock of which any Permitted
Holder is the beneficial owner shall not in any case be included in any Voting Stock of which any such person is the beneficial owner;
or


 






    	 	10	 



     


    

 



 


(2)            the
sale or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted
Subsidiaries, taken as a whole, to a Person (other than the Company or any of its Restricted Subsidiaries or one or more Permitted Holders)
and any “person” (as defined in clause (1) above), other than one or more Permitted Holders or any Parent Entity, is
or becomes the “beneficial owner” (as so defined) of more than 50% of the total voting power of the Voting Stock of the transferee
Person in such sale or transfer of assets, as the case may be; provided that (x) so long as the Company is a Subsidiary of
any Parent Entity, no person shall be deemed to be or become a beneficial owner of more than 50% of the total voting power of the Voting
Stock of the Company unless such person shall be or become a beneficial owner of more than 50% of the total voting power of the Voting
Stock of such Parent Entity (other than a Parent Entity that is a Subsidiary of another Parent Entity) and (y) any Voting Stock of
which any Permitted Holder is the beneficial owner shall not in any case be included in any Voting Stock of which any such Person is the
beneficial owner.


 


Notwithstanding the preceding or any provision
of Section 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially own Voting Stock subject to
a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or
similar agreement related thereto) until the consummation of the acquisition of the Voting Stock in connection with the transactions contemplated
by such agreement, (ii) if any group includes one or more Permitted Holders, the issued and outstanding Voting Stock of the Company
owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being beneficially owned by
such group or any other member of such group for purposes of determining whether a Change of Control has occurred, (iii) a Person
or group will not be deemed to beneficially own the Voting Stock of another Person as a result of its ownership of Voting Stock or other
securities of such other Person’s parent entity (or related contractual rights) unless it owns 50% or more of the total voting power
of the Voting Stock entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the
board of directors (or similar body) of such parent entity and (iv) the right to acquire Voting Stock (so long as such Person does
not have the right to direct the voting of the Voting Stock subject to such right) or any veto power in connection with the acquisition
or disposition of Voting Stock will not cause a party to be a beneficial owner.


 


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


 


“Company” has the meaning assigned
to it in the recitals of this Indenture.


 


“Consolidated Depreciation and Amortization
Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense and capitalized
fees, including amortization or write-off of (i) intangible assets and non-cash organization costs, (ii) deferred financing
and debt issuance fees, costs and expenses, (iii) capitalized expenditures (including Capitalized Software Expenditures), customer
acquisition costs and incentive payments, media development costs, conversion costs and contract acquisition costs, the amortization of
original issue discount resulting from the issuance of Indebtedness at less than par and amortization of favorable or unfavorable lease
assets or liabilities and (iv) capitalized fees related to any Qualified Securitization Financing or Receivables Facility, of such
Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP and any
write down of assets or asset value carried on the balance sheet.


 


“Consolidated EBITDA” means,
with respect to any Person for any period, the Consolidated Net Income of such Person for such period:


 


(1)            increased
(without duplication) by:


 


		(a)	Fixed Charges of such Person for such period (including (w) non-cash rent expense, (x) net payments and losses or any obligations
on any Hedging Obligations or other derivative instruments, (y) bank, letter of credit and other financing fees and (z) costs
of surety bonds in connection with financing activities, plus amounts excluded from the definition of “Consolidated Interest Expense”
and any non-cash interest expense), to the extent deducted (and not added back) in computing Consolidated Net Income; plus



 






    	 	11	 



     


    

 


		(b)	(x) provision for Taxes based on income, profits, revenue or capital, including federal, foreign, state, provincial, territorial,
local, unitary, excise, property, franchise, value added and similar Taxes (such as, but not limited to, Delaware franchise tax, Pennsylvania
capital tax, Texas margin tax and provincial capital taxes paid in Canada) and withholding Taxes (including any future Taxes or other
levies which replace or are intended to be in lieu of such Taxes and any penalties, additions to Tax and interest related to such Taxes
or arising from Tax examinations) and similar Taxes of such Person paid or accrued during such period (including in respect of repatriated
funds), (y) any distributions made to a Parent Entity with respect to the foregoing and (z) the net tax expense associated with
any adjustments made pursuant to the definition of “Consolidated Net Income” in each case, to the extent deducted (and not
added back) in computing Consolidated Net Income; plus



 


		(c)	Consolidated Depreciation and Amortization Expense of such Person for such period to the extent deducted (and not added back) in computing
Consolidated Net Income; plus



 


		(d)	any fees, costs, expenses or charges (other than Consolidated Depreciation and Amortization Expense) related to any actual, proposed
or contemplated Equity Offering (including any expense relating to enhanced accounting functions), Permitted Investment, Restricted Payment,
acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing
thereof) (whether or not successful and including any such transaction consummated prior to the Issue Date), including (i) such fees,
expenses or charges (including rating agency fees, consulting fees and other related expenses and/or letter of credit or similar fees)
related to the offering or incurrence of, or ongoing administration of the Notes, the First Lien Credit Agreement, any other Credit Facilities,
any Securitization Fees and the Transactions, including Transaction Expenses, and (ii) any amendment, waiver or other modification
of the Notes, the First Lien Credit Agreement, Receivables Facilities, Securitization Facilities, any other Credit Facilities, any Securitization
Fees, any other Indebtedness or any Equity Offering, in each case, whether or not consummated, to the extent deducted (and not added back)
in computing Consolidated Net Income; plus



 


		(e)	(i) the amount of any restructuring charge, accrual, reserve (and adjustments to existing reserves) or expense, integration cost,
inventory optimization programs or other business optimization expense or cost (including charges directly related to the implementation
of cost-savings initiatives and tax restructurings) that is deducted (and not added back) in such period in computing Consolidated Net
Income, including any costs incurred in connection with acquisitions or divestitures after the Issue Date, any severance, retention, signing
bonuses, relocation, recruiting and other employee related costs, costs in respect of strategic initiatives and curtailments or modifications
to pension and post-retirement employment benefit plans (including any settlement of pension liabilities), costs related to entry into
new markets (including unused warehouse space costs) and new product introductions (including labor costs and scrap costs), systems development
and establishment costs, operational and reporting systems, technology initiatives, contract termination costs, future lease commitments
and costs related to the opening and closure and/or consolidation of facilities (including severance, rent termination, moving and legal
costs) and to exiting lines of business and consulting fees incurred with any of the foregoing and (ii) fees, costs and expenses
associated with acquisition related litigation and settlement thereof; plus



 






    	 	12	 



     


    

 


		(f)	any other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period including (i) non-cash
losses on the sale of assets and any write-offs or write-downs, deferred revenue or impairment charges, (ii) impairment charges,
amortization (or write offs) of financing costs (including debt discount, debt issuance costs and commissions and other fees associated
with Indebtedness, including the Notes and the First Lien Credit Agreement) of such Person and its Subsidiaries and/or (iii) the
impact of acquisition method accounting adjustment and any non-cash write-up, write-down or write-off with respect to re-valuing assets
and liabilities in connection with the Transactions or any Investment, deferred revenue or any effects of adjustments resulting from the
application of purchase accounting, purchase price accounting (including any step-up in inventory and loss of profit on the acquired inventory)
(provided that if any such non-cash charge, write-down, expense, loss or item represents an accrual or reserve for potential cash
items in any future period, (A) the Company may elect not to add back such non-cash charge, expense or loss in the current period
and (B) to the extent the Company elects to add back such non-cash charge, the cash payment in respect thereof in such future period
shall be subtracted from Consolidated EBITDA when paid), or other items classified by the Company as special items less other non-cash
items of income increasing Consolidated Net Income (excluding any amortization of a prepaid cash item that was paid in a prior period
or such non-cash item of income to the extent it represents a receipt of cash in any future period); plus



 


		(g)	the amount of pro forma “run rate” cost savings (including cost savings with respect to salary, benefit and other direct
savings resulting from workforce reductions and facility, benefit and insurance savings and any savings expected to result from the reduction
of a public target’s Public Company Costs), operating expense reductions, other operating improvements (including the entry into
material contracts or arrangements or as a result of a Limited Condition Transaction), and initiatives and synergies (including, to the
extent applicable, from (i) the Transactions, (ii) the effect of new customer contracts or projects and/or (iii) increased
pricing or volume in existing contracts) (it is understood and agreed that “run rate” means the full recurring benefit for
a period that is associated with any action taken, committed to be taken or expected to be taken, net of the amount of actual benefits
realized during such period from such actions) projected by the Company in good faith to be expected to be realized as a result of actions
taken or committed or expected to be taken (including from any actions taken in whole or in part prior to such date) within 36 months
of the date thereof, which will be added to Consolidated EBITDA as so projected until fully realized and calculated on a pro forma
basis as though such cost savings (including cost savings with respect to salary, benefit and other direct savings resulting from workforce
reductions and facility, benefit and insurance savings and any savings expected to result from the reduction of a public target’s
Public Company Costs), operating expense reductions, other operating improvements and initiatives and synergies had been realized on the
first day of such period, net of the amount of actual benefits realized prior to or during such period from such actions; provided
that (i) such costs savings are reasonably identifiable and factually supportable (in the good faith determination of the Company)
and (ii) the aggregate increase to Consolidated EBITDA for any period pursuant to this clause (g) shall not exceed 35.0% of
Consolidated EBITDA for such period (calculated after giving effect to any increase pursuant to this clause (g)); plus



 






    	 	13	 



     


    

 


		(h)	any costs or expenses incurred by the Company or a Restricted Subsidiary or a Parent Entity pursuant to any management equity plan,
stock option plan, phantom equity plan, profits interests or any other management, employee benefit or other compensatory plan or agreement
(and any successor plans or arrangements thereto), employment, termination or severance agreement, or any stock subscription or equityholder
agreement, and any costs or expenses in connection with the roll-over, acceleration or payout of Capital Stock held by management, to
the extent that such costs or expenses are non-cash or otherwise funded with cash proceeds contributed to the capital of the Company or
net cash proceeds of an issuance of Capital Stock (other than Disqualified Stock) of the Company; plus



 


		(i)	cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated
Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA
pursuant to clause (2) below for any previous period and not added back; plus



 


		(j)	any net loss included in the Consolidated Net Income attributable to non-controlling or minority interests pursuant to the application
of Accounting Standards Codification Topic 810-10-45 (or any successor provision or other financial accounting standard having a similar
result or effect); plus



 


		(k)	the amount of any non-controlling or minority interest expense consisting of Subsidiary income attributable to non-controlling or
minority equity interests of third parties in any non-wholly owned Subsidiary; plus



 


		(l)	(i) unrealized or realized foreign exchange losses resulting from the impact of foreign currency changes and (ii) gains
and losses due to fluctuations in currency values and related Tax effects determined in accordance with GAAP; plus



 


		(m)	with respect to any joint venture, an amount equal to the proportion of those items described in clauses (a), (b) and (c) above
relating to such joint venture corresponding to the Company’s and its Restricted Subsidiaries’ proportionate share of such
joint venture’s Consolidated Net Income (determined as if such joint venture were a Restricted Subsidiary) to the extent deducted
(and not added back) in computing Consolidated Net Income; plus



 


		(n)	the amount of any costs, charges or expenses relating to payments made to stock appreciation or similar rights, stock option, restricted
stock, phantom equity, profits interests or other interests or rights holders of the Company or any of its Subsidiaries or any Parent
Entity in connection with, or as a result of, any distribution being made to equityholders of such Person or any of its Subsidiaries or
any Parent Entities, which payments are being made to compensate such holders as though they were equityholders at the time of, and entitled
to share in, such distribution; plus



 






    	 	14	 



     


    

 


		(o)	(i) adjustments of the nature or type used in connection with the calculation of “Consolidated EBITDA” as set forth
under “Summary Consolidated Financial and Other Data” in the Offering Memorandum and other adjustments of a similar nature
to the foregoing and (ii) any due diligence quality of earnings report from time to time prepared with respect to the target of an
acquisition or Investment by a nationally recognized accounting firm; plus



 


		(p)	losses, charges and expenses related to the pre-opening and opening of new locations, and start-up period prior to opening, that are
operated, or to be operated, by the Company or any Restricted Subsidiary; plus



 


		(q)	rent expense as determined in accordance with GAAP not actually paid in cash during such period (net of rent expense paid in case
during such period over and above rent expense as determined in accordance with GAAP); plus



 


		(r)	losses, charges and expenses related to a new location, plant or facility until the date that is 24 months after the date of commencement
of construction or the date of acquisition thereof, as the case may be; plus



 


		(s)	any non-cash increase in expense resulting from the revaluation of inventory (including any impact of changes to inventory valuation
policy methods including changes in capitalization of variances) or other inventory adjustments; plus



 


		(t)	(1) the net increase (which, for the avoidance of doubt, shall not be negative), if any, of the difference between: (i) the
deferred revenue of such Person and its Restricted Subsidiaries, as of the last day of such period (the “Determination Date”)
and (ii) the deferred revenue of such Person and its Restricted Subsidiaries as of the date that is 12 months prior to the Determination
Date, and (2) without duplication of any adjustment pursuant to clause (1), the net adjustment for the annualized full-year
gross profit contribution from new customer contracts signed during the 12 months prior to the Determination Date; plus



 


		(u)	any fees, costs and expenses incurred in connection with the adoption or implementation of Accounting Standards Codification Topic
606—Revenue from Contracts with Customers (or any successor provision or other financial accounting standard having a similar result
or effect), and any non-cash losses or charges resulting from the application of Accounting Standards Codification Topic 606—Revenue
from Contracts with Customers (or any successor provision or other financial accounting standard having a similar result or effect); plus



 


		(v)	any fees, costs, expenses or charges related to or recorded in cost of sales to recognize cost on a last-in-first-out basis; and



 






    	 	15	 



     


    

 


(2)            decreased
(without duplication) by extraordinary or other non-recurring, income tax credits or non-cash income increasing Consolidated Net Income
of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a
potential cash item that reduced Consolidated EBITDA in any prior period.


 


“Consolidated First Lien Secured Leverage
Ratio” means, as of any date of determination, the ratio of (x)  Consolidated Total Indebtedness secured by a Lien as of
such date (other than Indebtedness secured by a Lien with a Junior Lien Priority relative to the First Lien Credit Agreement) to (y) LTM
EBITDA.


 


“Consolidated Interest Expense”
means, with respect to any Person for any period, without duplication, the sum of:


 


(1)            consolidated
cash interest expense (including that attributable to Finance Lease Obligations) with respect to all outstanding Indebtedness of such
Person and its Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of
credit and bankers’ acceptance financing and net payments made (less net payments received) under Hedging Obligations but excluding,
for the avoidance of doubt (i) Securitization Fees, (ii) penalties, additions to Tax and interest relating to Taxes, (iii) annual
agency or similar fees paid to the administrative agents, collateral agents and other agents under any Credit Facility, (iv) any
additional interest or liquidated damages owing pursuant to any registration rights obligations, (v) costs associated with obtaining
Hedging Obligations, (vi) accretion or accrual of discounted liabilities other than Indebtedness, (vii) any expense resulting
from the discounting of any Indebtedness in connection with the application of recapitalization accounting or purchase accounting in connection
with the Transactions or any acquisition, (viii) amortization, expensing or write-off of deferred financing fees, amendment and consent
fees, debt issuance costs, debt discount or premium, terminated Hedging Obligations and other commissions, fees and expenses, discounted
liabilities, original issue discount and any other amounts of non-cash interest and, adjusted to the extent included, to exclude any refunds
or similar credits received in connection with the purchasing or procurement of goods or services under any purchasing card or similar
program, (ix) any expensing of bridge, arrangement, structuring, commitment, agency, consent and other financing fees and any other
fees related to the Transactions or any acquisitions after the Issue Date, (x) any accretion of accrued interest on discounted liabilities
and any prepayment, make-whole or breakage premium, penalty or cost, (xi) interest expense with respect to Indebtedness of any direct
or indirect parent of such Person resulting from push-down accounting) and (xii) any lease, rental or other expense in connection
with a Non-Financing Lease Obligations; less


 


(2)            consolidated
interest income for such period.


 


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


 


“Consolidated Net Income” means,
with respect to any Person for any period, the net income (loss) of such Person and its Restricted Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends; provided, however,
that there will not be included in such Consolidated Net Income:


 


(1)            any
net income (loss) of any Person if such Person is not a Restricted Subsidiary (including any net income (loss) from investments recorded
in such Person under the equity method of accounting), except that the Company’s equity in the net income of any such Person for
such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed
(or to the extent converted into cash or Cash Equivalents) or that (as determined by the Company in its reasonable discretion) could have
been distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution or return
on investment;


 






    	 	16	 



     


    

 


(2)            solely
for the purpose of determining the amount available for Restricted Payments under ‎Section 3.3(a)(iii)(B), any net income
(loss) of any Restricted Subsidiary (other than the Guarantors) if such Subsidiary is subject to restrictions, directly or indirectly,
on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company or a
Guarantor by operation of the terms of such Restricted Subsidiary’s articles, charter or any agreement, instrument, judgment, decree,
order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (a) restrictions
that have been waived or otherwise released (or such Person reasonably believes such restriction could be waived or released and is using
commercially reasonable efforts to pursue such waiver or release), and (b) restrictions pursuant to the First Lien Credit Agreement,
the ABL Credit Agreement, the Notes, this Indenture or other similar indebtedness containing substantially similar restrictions), except
that the Company’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated
Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed (or to the extent converted, or having the ability
to be converted, into cash or Cash Equivalents) or that could have been distributed by such Restricted Subsidiary during such period to
the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted
Subsidiary, to the limitation contained in this clause);


 


(3)            any
gain (or loss) (a) in respect of facilities no longer used or useful in the conduct of the business of the Company or its Restricted
Subsidiaries, abandoned, transferred, closed, disposed or discontinued operations, (b) on disposal, abandonment or discontinuance
of disposed, abandoned, transferred, closed or discontinued operations, and (c) attributable to asset dispositions, abandonments,
sales or other dispositions of any asset (including pursuant to any Sale and Leaseback Transaction) or the designation of an Unrestricted
Subsidiary other than in the ordinary course of business;


 


(4)            (a) any
extraordinary, exceptional, unusual or nonrecurring loss, charge or expense, Transaction Expenses, Public Company Costs, restructuring
and duplicative running costs, restructuring charges or reserves (whether or not classified as restructuring expense on the consolidated
financial statements), relocation costs, start-up or initial costs for any project or new production line, division or new line of business,
integration and facilities’ or bases’ opening costs, facility consolidation and closing costs, severance costs and expenses,
one-time charges (including compensation charges), payments made pursuant to the terms of change in control agreements that the Company
or a Subsidiary or a Parent Entity had entered into with employees of the Company, a Subsidiary or a Parent Entity, costs relating to
pre-opening, opening and conversion costs for facilities, losses, costs or cost inefficiencies related to project terminations, facility
or property disruptions or shutdowns (including due to work stoppages, natural disasters and epidemics), signing, retention and completion
bonuses (including management bonus pools), recruiting costs, costs incurred in connection with any strategic or cost savings initiatives,
transition costs, contract terminations, litigation and arbitration fees, costs and charges, expenses in connection with one-time rate
changes, costs incurred with acquisitions, investments and dispositions (including travel and out-of-pocket costs, human resources costs
(including relocation bonuses), litigation and arbitration costs, charges, fees and expenses (including settlements), management transition
costs, advertising costs, losses associated with temporary decreases in work volume and expenses related to maintain underutilized personnel)
and non-recurring product and intellectual property development, other business optimization expenses or reserves (including costs and
expenses relating to business optimization programs and new systems design and costs or reserves associated with improvements to IT and
accounting functions), retention charges (including charges or expenses in respect of incentive plans), system establishment costs and
implementation costs) and operating expenses attributable to the implementation of strategic or cost-savings initiatives, and curtailments
or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities and charges resulting
from changes in estimates, valuations and judgments) and professional, legal, accounting, consulting and other service fees incurred with
any of the foregoing and (b) any charge, expense, cost, accrual or reserve of any kind associated with acquisition related litigation
and settlements thereof;


 






    	 	17	 



     


    

 


(5)            (a) at
the election of the Company with respect to any quarterly period, the cumulative effect (including charges, accruals, expenses and reserves)
of a change in law, regulation or accounting principles and changes as a result of the adoption, implementation or modification of accounting
policies, including the adoption or implementation of last-in-first-out basis accounting standards, (b) subject to the last paragraph
of the definition of “GAAP,” the cumulative effect of a change in accounting principles and changes as a result of the adoption
or modification of accounting policies during such period (including any impact resulting from an election by the Company to apply IFRS
or other Accounting Changes), and (c) any costs, charges, losses, fees or expenses in connection with the implementation or tracking
of such changes or modifications specified in the foregoing clauses (a) and (b), in each case as reasonably determined by the Company;


 


(6)            (a) any
equity-based or non-cash compensation or similar charge, cost or expense or reduction of revenue, including any such charge, cost, expense
or reduction arising from any grant of stock, stock appreciation or similar rights, stock options, restricted stock, phantom equity, profits
interests or other interests, or other rights or equity- or equity-based incentive programs (“equity incentives”), any income
(loss) associated with the equity incentives or other long-term incentive compensation plans (including under deferred compensation arrangements
of the Company or any Parent Entity or Subsidiary and any positive investment income with respect to funded deferred compensation account
balances), roll-over, acceleration or payout of Capital Stock by employees, directors, officers, managers, contractors, consultants, advisors
or business partners (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company or any Parent Entity
or Subsidiary, and any cash awards granted to employees of the Company and its Subsidiaries in replacement for forfeited awards, (b) any
non-cash losses attributable to deferred compensation plans or trusts or realized in such period in connection with adjustments to any
employee benefit plan due to changes in estimates, actuarial assumptions, valuations, studies or judgments, (c) non-cash compensation
expense resulting from the application of Accounting Standards Codification Topic 718, Compensation—Stock Compensation or Accounting
Standards Codification Topics 505-50 Equity-Based Payments to Non-Employees (or any successor provision or other financial accounting
standard having a similar result or effect), and (d) any net pension or post-employment benefit costs representing amortization of
unrecognized prior service costs, actuarial losses, amortization of such amounts arising in prior periods, amortization of the unrecognized
obligation (and loss or cost) existing at the date of initial application of Statement of Financial Accounting Standards No. 87,
106 and 112 (or any successor provision or other financial accounting standard having a similar result or effect), and any other item
of a similar nature;


 


(7)            any
income (loss) from the extinguishment, conversion or cancellation of Indebtedness, Hedging Obligations or other derivative instruments
(including deferred financing costs written off, premiums paid or other expenses incurred);


 


(8)            any
unrealized or realized gains or losses in respect of any Hedging Obligations or any ineffectiveness recognized in earnings related to
hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions;


 






    	 	18	 



     


    

 


(9)            any
fees, losses, costs, expenses or charges incurred during such period (including any transaction, retention bonus or similar payment),
or any amortization thereof for such period, in connection with (a) any acquisition, recapitalization, Investment, Asset Disposition,
disposition, issuance or repayment of Indebtedness (including such fees, expense or charges related to the offering, issuance and rating
of the Notes, other securities and 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, other securities and any Credit Facilities), in each
case, including the Transactions, any such transaction consummated prior to, on or after the Issue Date and any such transaction undertaken
but not completed, and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each
case whether or not successful (including, for the avoidance of doubt, the effects of expensing all transaction-related expenses in accordance
with Accounting Standards Codification Topic 805—Business Combinations (or any successor provision or other financial accounting
standard having a similar result or effect) and any adjustments resulting from the application of Accounting Standards Codification Topic
460—Guarantees (or any successor provision or other financial accounting standard having a similar result or effect) or any related
pronouncements) and (b) complying with the requirements under, or making elections permitted by, the documentation governing any
Indebtedness;


 


(10)          any
unrealized or realized gain or loss resulting in such period from currency translation increases or decreases or transaction gains or
losses, including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations
for currency risk), intercompany loans, accounts receivables, accounts payable, intercompany balances, other balance sheet items, Hedging
Obligations or other obligations of the Company or any Restricted Subsidiary owing to the Company or any Restricted Subsidiary and any
other realized or unrealized foreign exchange gains or losses relating to the translation of assets and liabilities denominated in foreign
currencies;


 


(11)          any
unrealized or realized income (loss) or non-cash expense attributable to movement in mark-to-market valuation of foreign currencies, Indebtedness
or derivative instruments pursuant to GAAP;


 


(12)          effects
of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in such Person’s
consolidated financial statements pursuant to GAAP (including those required or permitted by Accounting Standards Codification Topic 805–Business
Combinations and Accounting Standards Codification 350–Intangibles-Goodwill and Other (or any successor provision or other financial
accounting standard having a similar result or effect)) and related pronouncements, including in the inventory (including any impact of
changes to inventory valuation policy methods, including changes in capitalization of variances), property and equipment, software, loans,
leases, goodwill, intangible assets, in-process research and development, deferred revenue (including deferred costs related thereto and
deferred rent) and debt line items thereof, resulting from the application of acquisition method accounting, recapitalization accounting
or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition (by merger, consolidation,
amalgamation or otherwise), joint venture investment or other Investment or the amortization or write-off or write-down of any amounts
thereof;


 


(13)          any
impairment charge, write-off or write-down, including impairment charges, write-offs or write-downs related to intangible assets, long-lived
assets, goodwill, investments in debt or equity securities (including any losses with respect to the foregoing in bankruptcy, insolvency
or similar proceedings) and investments recorded using the equity method or as a result of a change in law or regulation, in connection
with any disposition of assets and the amortization of intangibles arising pursuant to GAAP;


 


(14)          (a) accruals
and reserves (including contingent liabilities) that are established or adjusted within 18 months after the closing of any acquisition
or disposition that are so required to be established or adjusted as a result of such acquisition or disposition in accordance with GAAP,
or changes as a result of adoption or modification of accounting policies, (b) charges, accruals, expenses and reserves as a result
of adoption or modification of accounting policies, shall be excluded, and (c) earn-out, non-compete and contingent consideration
obligations (including to the extent accounted for as bonuses, compensation or otherwise (and including deferred performance incentives
in connection with any acquisition (by merger, consolidation, amalgamation or otherwise), joint venture investment or other Investment
whether or not a service component is required from the transferor or its related party)) and adjustments thereof and purchase price adjustments;


 






    	 	19	 



     


    

 


(15)          any
income (loss) related to any realized or unrealized gains and losses resulting from Hedging Obligations or embedded derivatives that require
similar accounting treatment (including embedded derivatives in customer contracts), and the application of Accounting Standards Codification
Topic 815—Derivatives and Hedging (or any successor provision or other financial accounting standard having a similar result or
effect) and its related pronouncements or mark to market movement of non-U.S. currencies, Indebtedness, derivatives instruments or
other financial instruments pursuant to GAAP, including Accounting Standards Codification Topic 825—Financial Instruments (or any
successor provision or other financial accounting standard having a similar result or effect) or an alternative basis of accounting applied
in lieu of GAAP;


 


(16)          any
non-cash expenses, accruals or reserves related to adjustments to historical Tax exposures and any deferred tax expense associated with
Tax deductions or net operating losses arising as a result of the Transactions, or the release of any valuation allowances related to
such item;


 


(17)          the
amount of (x) Board of Director (or equivalent thereof) fees, refinancing, transaction, advisory and other fees (including exit and
termination fees) and indemnities, costs and expenses paid or accrued in such period to (or on behalf of) any Permitted Holder or otherwise
to any member of the Board of Directors (or the equivalent thereof) of the Company, any of its Subsidiaries, any Parent Entity, any Permitted
Holder or any Affiliate of a Permitted Holder, and (y) payments made to option holders of the Company or any Parent Entity in connection
with, or as a result of, any distribution being made to equityholders of such Person or its Parent Entity, which payments are being made
to compensate such option holders as though they were equityholders at the time of, and entitled to share in, such distribution, including
any cash consideration for any repurchase of equity;


 


(18)          the
amount of loss or discount on sale of Securitization Assets, Receivables Assets and related assets in connection with a Qualified Securitization
Financing or Receivables Facility; and


 


(19)          (i) payments
to third parties in respect of research and development, including amounts paid upon signing, success, completion and other milestones
and other progress payments, to the extent expensed, (ii) at the election of the Company with respect to any quarterly period, effects
of adjustments to accruals and reserves during a period relating to any change in the methodology of calculating reserves for returns,
rebates and other chargebacks (including government program rebates), and (iii) at the election of the Company with respect to any
quarterly period, an amount equal to the net change in deferred revenue at the end of such period from the deferred revenue at the end
of the previous period.


 


In addition, to the extent not already excluded
(or included, as applicable) in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to
the contrary in the foregoing, Consolidated Net Income shall be increased by the amount of: (i) any expenses, charges or losses that
are reimbursed by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer
or other disposition of assets permitted hereunder, or, so long as the Company has made a determination that there exists reasonable evidence
that such amount will in fact be reimbursed within 365 days of the date of such evidence (net of any amount so added back in a prior period
to the extent not so reimbursed within the applicable 365-day period) and (ii) to the extent covered by insurance (including business
interruption insurance) and actually reimbursed, or, so long as the Company has made a determination that there exists reasonable evidence
that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 365 days
of the date of such evidence (net of any amount so added back in a prior period to the extent not so reimbursed within the applicable
365-day period), expenses, charges or losses with respect to liability or Casualty Events or business interruption. Consolidated Net Income
shall be reduced by the amount of distributions actually made to any Parent Entity of such Person in respect of such period in accordance
with ‎Section 3.3(b)(9)(i) as though such amounts had been paid as Taxes directly by such Person for such periods.


 






    	 	20	 



     


    

 


“Consolidated Secured Leverage Ratio”
means, as of any date of determination, the ratio of (x) Consolidated Total Indebtedness secured by a Lien as of such date to (y) LTM
EBITDA.


 


“Consolidated Total Indebtedness”
means, as of any date of determination, an amount equal to (a) the aggregate principal amount of outstanding Indebtedness for borrowed
money (excluding Indebtedness with respect to Cash Management Obligations and intercompany Indebtedness), plus (b) the aggregate
principal amount of Finance Lease Obligations, Purchase Money Obligations and unreimbursed drawings under letters of credit of the Company
and its Restricted Subsidiaries outstanding on such date (provided that any unreimbursed amount under commercial letters of credit
shall not be counted as Consolidated Total Indebtedness until five Business Days after such amount is drawn), minus (c) the aggregate
amount of cash and Cash Equivalents included on the consolidated balance sheet of the Company and its Restricted Subsidiaries as of the
end of the most recent fiscal period for which consolidated financial statements are available (which may, at the Company’s election,
be internal financial statements), with such pro forma adjustments as are consistent with the pro forma adjustments set forth in the definition
of “Fixed Charge Coverage Ratio.” For the avoidance of doubt, Consolidated Total Indebtedness shall exclude Indebtedness in
respect of any Receivables Facility or Securitization Facility but shall include the Reserved Indebtedness Amount, if any.


 


“Consolidated Total Leverage Ratio”
means, as of any date of determination, the ratio of (x) Consolidated Total Indebtedness as of such date to (y) LTM EBITDA.


 


“Contingent Obligations” means,
with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or indirectly, any operating lease,
dividend or other obligation that does not constitute Indebtedness (“primary obligations”) of any other Person (the
 “primary obligor”), including any obligation of such Person, whether or not contingent:


 


(1)            to
purchase any such primary obligation or any property constituting direct or indirect security therefor;


 


(2)            to
advance or supply funds:


 


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


 


(b)           to
maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary
obligor; or


 


(3)            to
purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation against loss in respect thereof.


 


“Controlled Investment Affiliate”
means, as to any Person, any other Person, which directly or indirectly is in control of, is controlled by, or is under common control
with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity
or debt investments in the Company and/or other companies.


 


“Corporate
Trust Office” means the designated corporate trust office of the Trustee at which at any time its corporate trust business will
be administered (which office at the date of this Indenture is located at Ankura Trust Company, LLC, 140 Sherman Street, Fourth
Floor, Fairfield, CT 06824, Attention: Administrator – Option Care Health, or such other address as the Trustee may designate from
time to time by notice to the Holders and the Company, or 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 Company).


 






    	 	21	 



     


    

 


“Credit Facility” means, with
respect to the Company or any of its Subsidiaries, one or more debt facilities (including the First Lien Credit Agreement and the ABL
Credit Agreement), indentures or other arrangements, commercial paper facilities and overdraft facilities with banks, other financial
institutions or investors providing for revolving credit loans, term loans, notes, receivables financing (including through the sale of
receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters
of credit or other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced,
repaid, increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original
administrative agent and lenders or another administrative agent or agents or other banks or institutions and whether provided under the
original First Lien Credit Agreement, the original ABL Credit Agreement or one or more other credit or other agreements, indentures, financing
agreements or otherwise) and in each case including all agreements, instruments and documents executed and delivered pursuant to or in
connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any Guarantee and collateral agreement,
patent and trademark security agreement, mortgages or letter of credit applications and other Guarantees, pledges, agreements, security
agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility” shall include
any agreement or instrument (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding
Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred
thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.


 


“Custodian” means any receiver,
trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


“Default” means any event that
is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results
solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be
cured if such previous Default is cured prior to becoming an Event of Default.


 


“Definitive Notes” means certificated
Notes.


 


“Delaware Divided LLC” means
any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.


 


“Delaware LLC” means any limited
liability company organized or formed under the laws of the State of Delaware.


 


“Delaware LLC Division” means
the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability
Company Act.


 


“Depositary” means, with respect
to the Notes issuable or issued in whole or in part in global form, the Person specified in ‎Section 2.3 as the Depositary
with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the
applicable provisions of this Indenture.


 


“Derivative Instrument” with
respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such
Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in
the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or
cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the
creditworthiness of the Company and/or any one or more of the Guarantors (the “Performance References”).


 






    	 	22	 



     


    

 


“Designated Non-Cash Consideration”
means the fair market value (as determined in good faith by the Company) of non-cash consideration received by the Company or one of
its Restricted Subsidiaries in connection with an Asset Disposition 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 or Cash Equivalents received in
connection with a subsequent payment, redemption, retirement, sale or other disposition of such Designated Non-Cash Consideration. A
particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been
paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with ‎Section 3.5.


 


“Designated
Preferred Stock” means Preferred Stock of the Company or a Parent Entity (other than Disqualified Stock) that is issued
for cash (other than to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company
or any such Subsidiary for the benefit of their employees to the extent funded by the Company or such Subsidiary) and that is designated
as “Designated Preferred Stock” pursuant to an Officer’s Certificate of the Company at or prior to the issuance thereof,
the Net Cash Proceeds of which are excluded from the calculation set forth in ‎Section 3.3(a)(iii)(C).


 


“Disinterested Director” means,
with respect to any Affiliate Transaction, a member of the Board of Directors of the Company having no material direct or indirect financial
interest in or with respect to such Affiliate Transaction. A member of the Board of Directors of the Company shall be deemed not to have
such a financial interest by reason of such member’s holding Capital Stock of the Company or any options, warrants or other rights
in respect of such Capital Stock.


 


“Disqualified Stock” means,
with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable) or upon the happening of any event:


 


(1)            matures
or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund obligation or otherwise; or


 


(2)            is
or may become (in accordance with its terms) upon the occurrence of certain events or otherwise redeemable or repurchasable for cash or
in exchange for Indebtedness at the option of the holder of the Capital Stock in whole or in part,


 


in each case on or prior to the earlier of (a) the
Stated Maturity of the Notes or (b) the date on which there are no Notes outstanding; provided, however, that (i) only
the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the
option of the holder thereof prior to such date will be deemed to be Disqualified Stock and (ii) any Capital Stock that would constitute
Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or asset sale (howsoever defined or referred to) shall not constitute Disqualified Stock if any such
redemption or repurchase obligation is subject to compliance by the relevant Person with ‎Section 3.3; provided, however,
that if such Capital Stock is issued to any future, current or former employee, director, officer, manager or consultant (or their respective
Controlled Investment Affiliates or Immediate Family Members (excluding the Permitted Holders (but not excluding any future, current or
former employee, director, officer, manager or consultant)) or Immediate Family Members), of the Company, any of its Subsidiaries, any
Parent Entity or any other entity in which the Company or a Restricted Subsidiary has an Investment and is designated in good faith as
an “affiliate” by the Board of Directors (or the compensation committee thereof) or any other plan for the benefit of current,
former or future employees (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company or its Subsidiaries
or by any such plan to such employees (or their respective Controlled Investment Affiliates or Immediate Family Members), such Capital
Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in
order to satisfy applicable statutory or regulatory obligations.


 






    	 	23	 



     


    

 


“Dollars” or “$”
means the lawful currency of the United States of America.


 


“Domestic Subsidiary” means,
with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.


 


“DTC” means The Depository Trust
Company or any successor securities clearing agency.


 


“Equity Offering” means a sale
of Capital Stock (other than through the issuance of Disqualified Stock or Designated Preferred Stock or through an Excluded Contribution)
other than (a) offerings registered on Form S-8 (or any successor form) under the Securities Act or any similar offering in
other jurisdictions or other securities of the Company or any Parent Entity and (b) issuances of Capital Stock to any Subsidiary
of the Company.


 


“Euro” means the single currency
of participating member states of the economic and monetary union as contemplated in the Treaty on European Union.


 


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


 


“Excluded Contribution” means
Net Cash Proceeds or property or assets received by the Company as capital contributions to the equity (other than through the issuance
of Disqualified Stock or Designated Preferred Stock) of the Company after the Issue Date or from the issuance or sale (other than to a
Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for the
benefit of their employees to the extent funded by the Company or any Restricted Subsidiary) of Capital Stock (other than Disqualified
Stock or Designated Preferred Stock) of the Company.


 


“fair market value” may be conclusively
established by means of an Officer’s Certificate or resolutions of the Board of Directors of the Company setting out such fair market
value as determined by such Officer or such Board of Directors in good faith.


 


“Finance Lease Obligations”
means an obligation that is required to be classified and accounted for as a finance lease for financial reporting purposes on the basis
of GAAP; provided that all leases of any Person that are or would be characterized as operating leases in accordance with GAAP
immediately prior to December 31, 2018 (whether or not such operating leases were in effect on such date) shall continue to be accounted
for as operating leases (and not as Finance Lease Obligations) for purposes of this Indenture regardless of any change in GAAP thereafter
that would otherwise require such leases to be recharacterized as Finance Lease Obligations. The amount of Indebtedness represented by
such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined on
the basis of GAAP, 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.


 


“First Lien Credit Agreement”
means the First Lien Credit Agreement, dated as of August 6, 2019, by and among the Company, the guarantors from time to time party
thereto, Bank of America, N.A., as administrative agent and collateral agent, a syndicate of financial institutions party thereto, the
other agents party thereto, and each lender from time to time party thereto, as amended by that certain First Amendment to First Lien
Credit Agreement, dated as of January 21, 2021 and as further amended, restated, amended and restated or replaced by the Amended
and Restated First Lien Credit Agreement, to be dated on or about the Issue Date, together with the related documents thereto (including
the revolving loans thereunder, any letters of credit and reimbursement obligations related thereto, any Guarantees and security documents),
as amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or otherwise changed (in whole or in part,
and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any one or more agreements
(and related documents) governing Indebtedness, including indentures, incurred to refinance, substitute, supplement, replace or add to
(including increasing the amount available for borrowing, altering the maturity thereof or adding or removing any Person as a borrower,
issuer or guarantor thereunder, in whole or in part), the borrowings and commitments then outstanding or permitted to be outstanding under
such First Lien Credit Agreement or one or more successors to the First Lien Credit Agreement or one or more new credit agreements, whether
by the same or any other agent, lender or group of lenders.


 






    	 	24	 



     


    

 


“Fitch” means Fitch Ratings, Inc.
or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.


 


“Fixed Charge Coverage Ratio”
means, with respect to any Person on any determination date, the ratio of Consolidated EBITDA of such Person for the most recent four
consecutive fiscal quarters ending immediately prior to such determination date (the “reference period”) for which consolidated
financial statements are available (which may be internal consolidated financial statements) to the Fixed Charges of such Person for the
reference period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, defeases, retires or
extinguishes any Indebtedness, has caused any Reserved Indebtedness Amount to be deemed to be incurred during such period or issues or
redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the reference period but prior to or simultaneously with
the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, deemed incurrence, assumption, guarantee,
redemption, defeasance, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred
Stock, as if the same had occurred at the beginning of the applicable four-quarter period.


 


For purposes of making the computation referred
to above, the Transactions, any designation of operations or assets of the Parent Borrower or any of its Restricted Subsidiaries as discontinued
operations (as defined under GAAP), any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any Incurrence
of Indebtedness, Restricted Payment, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and disposed
operations (each, a “Specified Transaction”) that have been made by the Company or any of its Restricted Subsidiaries, during
the reference period or subsequent to the reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation
Date shall be calculated on a pro forma basis assuming that all Specified Transactions (and the change in any associated fixed charge
obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the reference period. If since
the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged or amalgamated with or into the
Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Specified Transaction that would
have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
thereto for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had
occurred at the beginning of the reference period.


 


For purposes of this definition, whenever pro forma
effect is to be given to a transaction (including the Transactions), the pro forma calculations shall be made in good faith by a responsible
financial or chief accounting officer of the Company (and may include, for the avoidance of doubt, cost savings, operating expenses reductions
and synergies resulting from such transactions which is being given pro forma effect, including, without duplication, in accordance with
subclauses (g) and (o) under the definition of “Consolidated EBITDA.” If any Indebtedness bears a floating rate
of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the
Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire reference period (taking into account any Hedging
Obligations applicable to such Indebtedness). Interest on a Finance Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Finance Lease Obligation
in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit
facility computed with a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the reference
period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an
interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined
to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company may designate.


 






    	 	25	 



     


    

 



 


“Fixed Charges” means, with
respect to any Person for any period, the sum of:


 


(1)            Consolidated
Interest Expense of such Person for such Period;


 


(2)            all
cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of any Restricted
Subsidiary of such Person during such period; and


 


(3)            all
cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock of such
Person during this period.


 


“Foreign Subsidiary” means,
with respect to any Person, any Subsidiary of such Person that is not organized or existing under the laws of the United States, any state
thereof or the District of Columbia and any Subsidiary of such Subsidiary.


 


“GAAP” means generally accepted
accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board
or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are
in effect from time to time; provided that all terms of an accounting or financial nature used in this Indenture shall be construed,
and all computations of amounts and ratios referred to in this Indenture shall be made (a) without giving effect to any election
under Accounting Standards Codification Topic 825—Financial Instruments, or any successor thereto or comparable accounting principle
(including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Company or any Subsidiary at “fair
value,” as defined therein and (b) the amount of any Indebtedness under GAAP with respect to Finance Lease Obligations shall
be determined in accordance with the definition of Finance Lease Obligations. At any time after the Issue Date, the Company may elect
to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed
to mean IFRS (except as otherwise provided in this Indenture); provided that any such election, once made, shall be irrevocable;
provided, further, that any calculation or determination in this Indenture that requires the application of GAAP for periods that include
fiscal quarters ended prior to the Company’s election to apply IFRS shall remain as previously calculated or determined in accordance
with GAAP. The Company shall give notice of any such election made in accordance with this definition to the Trustee. For the avoidance
of doubt, solely making an election (without any other action) referred to in this definition will not be treated as an incurrence of
Indebtedness.


 


If there occurs a change in IFRS or GAAP, as the
case may be, and such change would cause a change in the method of calculation of any standards, terms or measures used in this Indenture
(an “Accounting Change”), then the Company may elect, as evidenced by a written notice of the Company to the Trustee,
that such standards, terms or measures shall be calculated as if such Accounting Change had not occurred.


 






    	 	26	 



     


    

 


“Guarantee” means, any obligation,
contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person, including any such obligation,
direct or indirect, contingent or otherwise, of such Person:


 


(1)            to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness 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


 


(2)            entered
into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part),


 


provided,
however, that the term “Guarantee” will not include (x) endorsements for collection or deposit in the ordinary
course of business or consistent with past practice and (y) standard contractual indemnities or product warranties provided in the
ordinary course of business, and provided further that the amount of any Guarantee shall be deemed to be the lower of (i) an
amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (ii) the
maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee or, if
such Guarantee is not an unconditional guarantee of the entire amount of the primary obligation and such maximum amount is not stated
or determinable, the amount of such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined
by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.


 


“Guarantor” means any Restricted
Subsidiary that Guarantees the Notes, until such Note Guarantee is released in accordance with the terms of this Indenture.


 


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


 


“Holder” means each Person in
whose name the Notes are registered on the Registrar’s books, which shall initially be the nominee of DTC.


 


“Holding Company” means any
Person so long as such Person directly or indirectly holds 100% of the total voting power of the Voting Stock of the Company, and at the
time such Person acquired such voting power, no Person and no group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act, or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (other than any Permitted Holder), shall have beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of more than 50% of
the total voting power of the Voting Stock of such Person.


 


“IFRS” means the International
Financial Reporting Standards as issued by the International Accounting Standards Board as in effect from time to time.


 


“Immaterial Subsidiary” means,
at any date of determination, each Restricted Subsidiary of the Company that (i) has not guaranteed any other Indebtedness of the
Company and (ii) has Total Assets and revenues of less than 5.0% of Total Assets and, together with all other Immaterial Subsidiaries
(as determined in accordance with GAAP), has Total Assets and revenues of less than 10.0% of Total Assets, in each case, measured at the
end of the most recent fiscal period for which internal financial statements are available and revenues on a pro forma basis giving effect
to any acquisitions or dispositions of companies, division or lines of business since such balance sheet date or the start of such four
quarter period, as applicable, and on or prior to the date of acquisition of such Subsidiary.


 






    	 	27	 



     


    

 


“Immediate Family Members” means,
with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent,
spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive
relationships, the estate of such individual and such other individuals above) and any trust, partnership or other bona fide estate-planning
vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any
of the foregoing individuals or any donor-advised fund of which any such individual is the donor.


 


“Incur” means issue, create,
assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided, however, that any Indebtedness
or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, amalgamation, consolidation,
acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and
the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing and any Indebtedness pursuant
to any revolving credit or similar facility shall only be “Incurred” at the time any funds are borrowed thereunder.


 


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


 


(1)            the
principal of Indebtedness of such Person for borrowed money;


 


(2)            the
principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(3)            all
reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (the
amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other
instruments plus the aggregate amount of drawings thereunder that have not been reimbursed) (except to the extent such reimbursement
obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence);


 


(4)            the
principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables
or similar obligations to trade creditors), which purchase price is due more than one year after the date of placing such property in
service or taking final delivery and title thereto;


 


(5)            Finance
Lease Obligations of such Person;


 


(6)            the
principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock or, with respect
to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);


 


(7)            the
principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair
market value of such asset at such date of determination (as determined in good faith by the Company) and (b) the amount of such
Indebtedness of such other Persons;


 


(8)            Guarantees
by such Person of the principal component of Indebtedness of the type referred to in clauses (1), (2), (3), (4), (5) and (9) above
of other Persons to the extent Guaranteed by such Person; and


 


(9)            to
the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such
obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would
be payable by such Person at the termination of such agreement or arrangement);


 






    	 	28	 



     


    

 


with respect to clauses (1), (2), (4) and
(5) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would
appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP.


 


The amount of Indebtedness of any Person at any
time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount
of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with
original issue discount and (b) the principal amount of Indebtedness, or liquidation preference thereof, in the case of any other
Indebtedness. Indebtedness shall be calculated without giving effect to the effects of Topic No. 815 and related interpretations
to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result
of accounting for any embedded derivatives created by the terms of such Indebtedness.


 


Notwithstanding the above provisions, in no event
shall the following constitute Indebtedness:


 


(i)             Contingent
Obligations Incurred in the ordinary course of business or consistent with past practice, other than Guarantees or other assumptions
of Indebtedness;


 


(ii)            Obligations
under or in respect of Qualified Securitization Financings or Receivables Facilities;


 


(iii)           Cash
Management Services;


 


(iv)           any
lease, concession or license of property (or Guarantee thereof) which would be considered an operating lease under GAAP or any prepayments
of deposits received from clients or customers in the ordinary course of business or consistent with past practice;


 


(v)            obligations
under any license, permit or other approval (or Guarantees given in respect of such obligations) incurred prior to the Issue Date or
in the ordinary course of business or consistent with past practice;


 


(vi)           in
connection with the purchase by the Company or any Restricted Subsidiary of any business, any post-closing payment adjustments to which
the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the
performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such
payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner;


 


(vii)          for
the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations,
pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes;


 


(viii)         Indebtedness
of any Parent Entity appearing on the balance sheet of the Company solely by reason of push down accounting under GAAP;


 


(ix)           Capital
Stock (other than Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock);


 


(x)            (a) deferred
compensation payable to officers, directors or employees of such Person or any of its Subsidiaries, (b) deferred rent, deferred
revenue and deferred taxes, in each case, in the ordinary course of business, (c) trade liabilities and accounts and accrued expenses
payable in the ordinary course of business, or (d) accruals for payroll, obligations under employment arrangements and other liabilities
accrued in the ordinary course of business; or


 






    	 	29	 



     


    

 


(xi)           amounts
owed to dissenting stockholders in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims
or action (whether actual, contingent or potential) with respect thereto (including any accrued interest).


 


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


 


“Independent Financial Advisor”
means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized
standing ; provided, however, that such firm or appraiser is not an Affiliate of the Company.


 


“Initial Notes” has the meaning
ascribed to it in the recitals of this Indenture.


 


“Initial Purchasers” means BofA
Securities, Inc., Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Truist Securities, Inc.


 


“Intercompany License Agreement”
means any cost sharing agreement, commission or royalty agreement, license or sublicense agreement, distribution agreement, services agreement,
intellectual property rights transfer agreement, any related agreements or similar agreements, in each case where all parties to such
agreement are one or more of the Company or a Restricted Subsidiary.


 


“Investment” means, with respect
to any Person, all investments by such Person in other Persons (including Affiliates) in the form of advances, loans or other extensions
of credit (other than advances or extensions of credit to customers, suppliers, directors, officers or employees of any Person in the
ordinary course of business or consistent with past practice, and excluding any debt or extension of credit represented by a bank deposit
other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others), or the Incurrence of a Note Guarantee of any obligation of, or any purchase or
acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such other Persons and all other items that are
or would be classified as investments on a balance sheet prepared on the basis of GAAP; provided, however, that endorsements of negotiable
instruments and documents in the ordinary course of business or consistent with past practice will not be deemed to be an Investment.


 


For purposes of ‎Section 3.3 and
‎Section 3.20:


 


(1)            “Investment”
will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted
Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the Company at the time that such Restricted
Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as
a Restricted Subsidiary, the Company will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary
in an amount (if positive) equal to (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation
less (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net
assets (as determined by the Company) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary;


 


(2)            any
property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each
case as determined in good faith by the Company; and


 


(3)            if
the Company or any Restricted Subsidiary issues, sells or otherwise disposes of Capital Stock of a Person that is a Restricted Subsidiary
such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any investment by the Company or any Restricted
Subsidiary in such Person remaining after giving effect thereto shall not be deemed to be an Investment at such time.


 






    	 	30	 



     


    

 


The amount of any Investment outstanding at any
time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment
or other amount received in cash and Cash Equivalents by the Company or a Restricted Subsidiary in respect of such Investment to the extent
such amounts do not increase any other baskets under this Indenture.


 


“Investment Grade Securities”
means:


 


(1)            securities
issued or directly and fully Guaranteed or insured by the United States , Canadian, Swiss or United Kingdom government or any agency or
instrumentality thereof (other than Cash Equivalents);


 


(2)            securities
issued or directly and fully guaranteed or insured by a member of the European Union, or any agency or instrumentality thereof (other
than Cash Equivalents);


 


(3)            debt
securities or debt instruments with a rating of “A-” or higher from S&P or “A3” or higher by Moody’s
or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent
of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments constituting
loans or advances among the Company and its Subsidiaries; and


 


(4)            investments
in any fund that invests exclusively in investments of the type described in clauses (1), (2) and (3) above which fund may also
hold cash and Cash Equivalents pending investment or distribution.


 


“Investment Grade Status” shall
occur when the Notes receive two of the following:


 


(1)            a
rating of “BBB-” or higher from S&P;


 


(2)            a
rating of “Baa3” or higher from Moody’s; or


 


(3)            a
rating of “BBB-” or higher from Fitch;


 


or the equivalent of such rating by either any
rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized
Statistical Ratings Organization.


 


“Issue Date” means October 27,
2021.


 


“Issuer” has the meaning assigned
to it in the recitals of this Indenture.


 


“Junior Lien Priority” means,
relative to specified Indebtedness, having junior Lien priority on specified collateral.


 


“LCT Election” has the meaning
set forth in the covenant described under ‎Section 1.4(e).


 


“LCT Test Date” has the meaning
set forth in the covenant described under ‎Section 1.4(e).


 


“Lien” means any mortgage, pledge,
security interest, encumbrance, lien, hypothecation or charge of any kind (including any conditional sale or other title retention agreement
or lease in the nature thereof); provided that in no event shall an operating lease to be deemed to constitute a Lien.


 


“Limited Condition Transaction”
means (1) any Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition
of Capital Stock or otherwise and which may include, for the avoidance of doubt, a transaction that may constitute a Change of Control),
whose consummation is not conditioned on the availability of, or on obtaining, third party financing, (2) any redemption, repurchase,
defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock requiring irrevocable notice
in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment (provided that such notice may be
conditioned on the occurrence of another transaction), (3) any Restricted Payment (A) requiring irrevocable notice in advance
thereof (provided that such notice may be conditioned on the occurrence of another transaction) (including for any Indebtedness
contemplated or incurred in connection therewith) or (B) to the extent such Restricted Payment is con-summated in connection with
a transaction described in clause (1) or (2) above; (4) any asset sale or a disposition permitted hereunder and (5) a
Change of Control.


 






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


 


“LTM EBITDA” means Consolidated
EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination
for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving
effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent
with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”


 


“Management Advances” means
loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers, employees or consultants (or
their respective Controlled Investment Affiliates or Immediate Family Members) of any Parent Entity, the Company or any Restricted Subsidiary:


 


(1)            (a) in
respect of travel, entertainment, relocation or moving related expenses, payroll advances and other analogous or similar expenses or payroll
expenses, in each case Incurred in the ordinary course of business or consistent with past practice or (b) for purposes of funding
any such person’s purchase of Capital Stock (or similar obligations) of the Company, its Subsidiaries or any Parent Entity with
(in the case of this sub-clause (b)) the approval of the Board of Directors;


 


(2)            in
respect of relocation or moving related expenses, payroll advances and other analogous or similar expenses or payroll expenses, in each
case Incurred in connection with any closing or consolidation of any facility or office; or


 


(3)            not
exceeding the greater of (i) $25.5 million and (ii) 10.0% of LTM EBITDA in the aggregate outstanding at the time of Incurrence.


 


“Management Stockholders” means
the members of management of the Company (or any Parent Entity) or its Subsidiaries who are holders of Capital Stock of the Company or
of any Parent Entity on the Issue Date.


 


“Market Capitalization” means
an amount equal to (i) the total number of issued and outstanding shares of common Capital Stock of the Company or any Parent Entity
on the date of the declaration of a Restricted Payment permitted pursuant to ‎Section 3.3(b)(10) multiplied by (ii) the
arithmetic mean of the closing prices per share of such common Capital Stock on the principal securities exchange on which such common
Capital Stock are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.


 


“Moody’s” means Moody’s
Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.


 


“Nationally Recognized Statistical Rating
Organization” means a nationally recognized statistical rating organization within the meaning of Rule 436 under the Securities
Act.


 






    	 	32	 



     


    

 


“Net Available Cash” from an
Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant
to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration,
but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness
or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash
form) therefrom, in each case net of:


 


(1)            all
legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all Taxes
paid, reasonably estimated to be actually payable or accrued as a liability under GAAP (including, for the avoidance of doubt, any income,
withholding and other Taxes payable as a result of the distribution of such proceeds to the Company or any of its Subsidiaries, transfer
taxes, deed or mortgage recording taxes and Taxes that would be payable in connection with any deemed or actual repatriation of such proceeds
and after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset
Disposition, including distributions for Related Taxes;


 


(2)            all
payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any
Lien upon such assets, or which by applicable law be repaid out of the proceeds from such Asset Disposition;


 


(3)            all
distributions and other payments required to be made to minority interest holders (other than any Parent Entity, the Company or any of
its respective Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Disposition;


 


(4)            the
deduction of appropriate amounts required to be provided by the seller as a reserve, on the basis of GAAP, against any liabilities associated
with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition;
and


 


(5)            any
funded escrow established pursuant to the documents evidencing such sale or disposition to secure and indemnification obligation on adjustments
to the purchase price associated with any such Asset Disposition.


 


“Net Cash Proceeds,” with respect
to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’
fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other
fees and charges actually Incurred in connection with such issuance or sale and net of Taxes paid or reasonably estimated to be actually
payable as a result of such issuance or sale (including, for the avoidance of doubt, any income, withholding and other Taxes payable as
a result of the distribution of such proceeds to the Company or any of its Subsidiaries, transfer taxes, deed or mortgage recording taxes
and Taxes that would be payable in connection with any deemed or actual repatriation of such proceeds and after taking into account any
available tax credit or deductions and any tax sharing agreements, and including distributions for Related Taxes).


 


“Net Short” means, with respect
to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds
the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination
or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined
in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Company or any Guarantor immediately prior to such
date of determination.


 


“Non-Financing Lease Obligation”
means a lease obligation that is not required to be accounted for as a financing or capital lease in accordance with GAAP. For the avoidance
of doubt, an operating lease shall be considered a Non-Financing Lease Obligation.


 






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


 


“Non-U.S. Person” means a Person
who is not a U.S. Person (as defined in Regulation S).


 


“Note Documents” means the Notes
(including Additional Notes), the Note Guarantees and this Indenture.


 


“Note Guarantees” means the
Guarantees of the Initial Notes and any Additional Notes.


 


“Notes” has the meaning ascribed
to it in the recitals of this Indenture.


 


“Notes Custodian” means the
custodian with respect to the Global Notes (as appointed by DTC) or any successor Person thereto, and shall initially be the Trustee.


 


“Obligations” means any principal,
interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company
or any Guarantor whether or not a claim for Post-Petition Interest is allowed in such proceedings), penalties, fees, indemnifications,
reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances),
damages and other liabilities payable under the documentation governing any Indebtedness.


 


“Offering Memorandum” means
the final offering memorandum dated October 22, 2021, relating to the offering by the Issuer of the Initial Notes.


 


“Officer” means, with respect
to any Person, (1) the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer,
any Executive Vice President, any Vice President, the Treasurer, any Managing Director, or the Secretary (a) of such Person or (b) if
such Person is owned or managed by a single entity, of such entity, or (2) any other individual designated as an “Officer”
for the purposes of this Indenture by the Board of Directors of such Person.


 


“Officer’s Certificate”
means, with respect to any Person, a certificate signed by one Officer of such Person.


 


“Opinion of Counsel” means a
written opinion (which may include customary assumptions and qualifications) from legal counsel who is reasonably satisfactory to the
Trustee. The counsel may be an employee of or counsel to the Company or its Subsidiaries.


 


“Parent Entity” means any direct
or indirect parent of the Company.


 


“Parent Entity Expenses” means:


 


(1)            costs
(including all professional fees and expenses) Incurred by any Parent Entity in connection with reporting obligations under or otherwise
Incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory
body or stock exchange, this Indenture or any other agreement or instrument relating to the Notes, the Note Guarantees or any other Indebtedness
of the Company or any Restricted Subsidiary, including in respect of any reports filed or delivered with respect to the Securities Act,
Exchange Act or the respective rules and regulations promulgated thereunder;


 


(2)            customary
salary, bonus, severance, indemnity, insurance (including premiums therefor) and other benefits payable to any employee, director, officer,
manager, contractor, consultant or advisor of any Parent Entity or other Persons under its articles, charter, by-laws, partnership agreement
or other organizational documents or pursuant to written agreements with any such Person to the extent relating to the Company and its
Subsidiaries;


 


(3)            obligations
of any Parent Entity in respect of director and officer insurance (including premiums therefor) to the extent relating to the Company
and its Subsidiaries;


 






    	 	34	 



     


    

 


(4)            (x) general
corporate operating and overhead fees, costs and expenses, (including all legal, accounting and other professional fees, costs and expenses)
and, following the first public offering of the Company’s Capital Stock or the Capital Stock of any Parent Entity, listing fees
and other costs and expenses attributable to being a publicly traded company of any Parent Entity and (y) other operational expenses
of any Parent Entity related to the ownership or operation of the business of the Company or any of its Restricted Subsidiaries;


 


(5)            expenses
Incurred by any Parent Entity in connection with (i) any offering, sale, conversion or exchange of Capital Stock or Indebtedness
(whether or not successful) and (ii) any related compensation paid to employees, directors, officers, managers, contractors, consultants
or advisors (or their respective Controlled Investment Affiliates or Immediate Family Members) of such Parent Entity;


 


(6)            amounts
payable pursuant to any management services or similar agreements or the management services provisions in an investor rights agreement
or other equityholders’ agreement in effect on the Issue Date (including any amendment thereto or replacement thereof so long as
any such amendment or replacement is not materially disadvantageous in the reasonable determination of the Company to the Holders when
taken as a whole, as compared to the management services or similar agreements as in effect immediately prior to such amendment or replacement),
solely to the extent such amounts are not paid directly by the Company or its Subsidiaries;


 


(7)            amounts
to finance Investments that would otherwise be permitted to be made pursuant to ‎Section 3.3 if made by the Company;
provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) such
direct or indirect parent company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets
or Capital Stock) to be contributed to the capital of the Company or one of its Restricted Subsidiaries or (2) the merger, consolidation
or amalgamation of the Person formed or acquired into the Company or one of its Restricted Subsidiaries (to the extent not prohibited
by ‎Section 4.1) in order to consummate such Investment, (C) such direct or indirect parent company and its Affiliates
(other than the Company or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except
to the extent the Company or a Restricted Subsidiary could have given such consideration or made such payment in compliance with this
Indenture and such consideration or other payment is included as a Restricted Payment under this Indenture, (D) any property received
by the Company shall not increase amounts available for Restricted Payments pursuant to ‎Section 3.3(a)(iii) and
(E) such Investment shall be deemed to be made by the Company or such Restricted Subsidiary pursuant to another provision of this
covenant or pursuant to the definition of “Permitted Investment”; and


 


(8)            fees,
expenses, costs and amounts relating directly or indirectly to activities of the Company and its Subsidiaries or any Parent Entity, in
an amount not to exceed $2.0 million in any fiscal year.


 


“Pari Passu Indebtedness”
means Indebtedness of the Company which ranks equally in right of payment to the Notes or of any Guarantor if such Indebtedness ranks
equally in right of payment to the Note Guarantees.


 


“Paying Agent” means any Person
authorized by the Company to pay the principal of (and premium, if any) or interest on any Note on behalf of the Company.


 


“Permitted Asset Swap” means
the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and cash,
Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents
received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with ‎Section 3.5.


 


“Permitted Holders” means, collectively,
(i) the Management Stockholders (including any Management Stockholders holding Capital Stock through an equityholding vehicle), (ii) any
Person who is acting solely as an underwriter in connection with a public or private offering of Capital Stock of any Parent Entity or
the Company, acting in such capacity, (iii) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act or any successor provision) of which any of the foregoing, any Holding Company or any Person or group that becomes a
Permitted Holder specified in the last sentence of this definition are members and any member of such group; provided that, in
the case of such group and without giving effect to the existence of such group or any other group, no Person, other than Persons referred
to in subclauses (i) through (iii), collectively, has beneficial ownership of more than 50% of the total voting power of the Voting
Stock of the Company or any Parent Entity held by such group, and (iv) any Holding Company. Any Person or group whose acquisition
of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made or waived in accordance
with the requirements of this Indenture, will thereafter, together with its Affiliates, constitute an additional Permitted Holder.


 






    	 	35	 



     


    

 


“Permitted Intercompany Activities”
means any transactions (A) between or among the Company and its Restricted Subsidiaries that are entered into in the ordinary course
of business or consistent with past practice of the Company and its Restricted Subsidiaries and, in the reasonable determination of the
Company are necessary or advisable in connection with the ownership or operation of the business of the Company and its Restricted Subsidiaries,
including (i) payroll, cash management, purchasing, insurance and hedging arrangements; (ii) management, technology and licensing
arrangements; and (iii) customary loyalty and rewards programs; and (B) between or among the Company, its Restricted Subsidiaries
and any Captive Insurance Subsidiary.


 


“Permitted Investment” means
(in each case, by the Company or any of its Restricted Subsidiaries):


 


(1)            Investments
in (a) a Restricted Subsidiary (including the Capital Stock of, or guarantees of obligations of, a Restricted Subsidiary) or the
Company or (b) a Person (including the Capital Stock of any such Person) that will, upon the making of such Investment, become a
Restricted Subsidiary;


 


(2)            Investments
in another Person if such Person is engaged, directly or through entities that will be Restricted Subsidiaries, in any Similar Business
and as a result of such Investment such other Person, in one transaction or a series of transactions, is merged, amalgamated, consolidated
or otherwise combined with or into, or transfers or conveys all or substantially all its assets (or such division, book of business, business
unit, product line or business) to, or is liquidated into, the Company or a Restricted Subsidiary, and any Investment held by such Person;
provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, amalgamation, consolidation,
combination, transfer or conveyance;


 


(3)            Investments
in cash, Cash Equivalents or Investment Grade Securities;


 


(4)            Investments
in receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business or consistent
with past practice;


 


(5)            Investments
in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses
for accounting purposes and that are made in the ordinary course of business or consistent with past practice;


 


(6)            Management
Advances;


 


(7)            Investments
received in settlement, compromise or resolution of debts created in the ordinary course of business or consistent with past practice
and owing to the Company or any Restricted Subsidiary or in exchange for any other Investment or accounts receivable, endorsements for
collection or deposit held by the Company or any such Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement
of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy
or insolvency of a debtor or litigation, arbitration or other disputes or otherwise with respect to any secured Investment or other transfer
of title with respect to any secured Investment in default;


 






    	 	36	 



     


    

 


(8)            Investments
made as a result of the receipt of securities, promissory notes or other non-cash consideration (including earn-outs) from a sale or other
disposition of property or assets, including an Asset Disposition;


 


(9)            Investments
existing or pursuant to binding commitments, agreements or arrangements in effect on the Issue Date and any modification, replacement,
renewal, reinvestment or extension thereof; provided that the amount of any such Investment may not be increased except (i) as
required by the terms of such Investment or binding commitment as in existence on the Issue Date (including in respect of any unused commitment),
plus any accrued but unpaid interest (including any accretion of interest, original issue discount or the issuance of pay-in-kind securities)
and premium payable by the terms of such Indebtedness thereon and fees and expenses associated therewith as of the Issue Date or (ii) as
otherwise permitted under this Indenture;


 


(10)          Hedging
Obligations, which transactions or obligations are Incurred in compliance with ‎Section 3.2 and Cash Management Obligations;


 


(11)          pledges
or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described
in the definition of “Permitted Liens” or made in connection with Liens permitted under ‎Section 3.6;


 


(12)          any
Investment to the extent made using Capital Stock of the Company (other than Disqualified Stock) or Capital Stock of any Parent Entity
as consideration;


 


(13)          any
transaction to the extent constituting an Investment that is permitted and made in accordance with ‎Section 3.8(b) (except
those described in Sections ‎3.8(b)(1), ‎3.8(b)(6), ‎3.8(b)(7), ‎3.8(b)(8), ‎3.8(b)(9) and
‎3.8(b)(23));


 


(14)          Investments
consisting of (i) purchases or other acquisitions of inventory, supplies, materials, equipment and similar assets or (ii) licenses,
sublicenses, cross-licenses, leases, subleases, assignments, contributions or other Investments of intellectual property or other intangibles
or services in the ordinary course of business pursuant to any joint development, joint venture or marketing arrangements with other Persons
or any Intercompany License Agreement and any other Investments made in connection therewith;


 


(15)          (i) Guarantees
of Indebtedness not prohibited by ‎Section 3.2 and (other than with respect to Indebtedness) guarantees, keepwells and
similar arrangements in the ordinary course of business, and (ii) performance guarantees and Contingent Obligations with respect
to obligations that are not prohibited by this Indenture;


 


(16)          Investments
consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to the
extent not otherwise prohibited by this Indenture;


 


(17)          Investments
of a Restricted Subsidiary acquired after the Issue Date or of an entity merged or amalgamated into the Company or merged or amalgamated
into or consolidated with a Restricted Subsidiary after the Issue Date to the extent that such Investments were not made in contemplation
of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition,
merger, amalgamation or consolidation;


 


(18)          any
Investment in any Subsidiary or any joint venture in the ordinary course of business or consistent with past practice (including any
cash management arrangements, cash pooling arrangements, intercompany loans or activities related thereto);


 






    	 	37	 



     


    

 


(19)          Investments
in the ordinary course of business or consistent with past practice consisting of licensing of intellectual property pursuant to joint
marketing arrangements with other Persons;


 


(20)          contributions
to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy
of the Company;


 


(21)          Investments
in joint ventures and Similar Businesses having an aggregate fair market value, when taken together with all other Investments made pursuant
to this clause (21) that are at the time outstanding, not to exceed the greater of $90.0 million and 35.0% of LTM EBITDA 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), plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits
on sale, repayments, income and similar amounts) in respect of such Investments received by the Company or a Restricted Subsidiary (without
duplication for purposes of ‎Section 3.3 of any amounts applied pursuant to ‎Section 3.3(a)(iii)) with
the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value; provided,
however, that if any Investment pursuant to this clause is made in any Person that is not the Company or a Restricted Subsidiary at the
date of the making of such Investment and such Person becomes the Company or a Restricted Subsidiary after such date, such Investment
shall thereafter be deemed to have been made pursuant to clause (1) or (2) above and shall cease to have been made pursuant
to this clause;


 


(22)          additional
Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (22) that are
at that time outstanding, not to exceed the greater of $155 million and 60.0% of LTM EBITDA (with the fair market value of each Investment
being measured at the time made and without giving effect to subsequent changes in value), plus the amount of any returns (including
dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) in respect
of such Investments (without duplication for purposes of ‎Section 3.3 of any amounts applied pursuant to ‎Section 3.3(a)(iii) with
the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value; provided,
however, that if any Investment pursuant to this clause is made in any Person that is not the Company or a Restricted Subsidiary
at the date of the making of such Investment and such Person becomes the Company or a Restricted Subsidiary after such date, such Investment
shall thereafter be deemed to have been made pursuant to clause (1) or (2) above and shall cease to have been made pursuant
to this clause;


 


(23)          Investments
in any Person to which the Company or any Restricted Subsidiary outsources operational activities or otherwise related to the outsourcing
of operational activities in the ordinary course of business in an aggregate amount not to exceed $5.0 million;


 


(24)          (i) Investments
arising in connection with a Qualified Securitization Financing or Receivables Facility and (ii) distributions or payments of Securitization
Fees and purchases of Securitization Assets or Receivables Assets in connection with a Qualified Securitization Financing or Receivables
Facility;


 


(25)          advances,
loans or extensions of trade credit in the ordinary course of business by the Company or any of its Restricted Subsidiaries;


 


(26)          repurchases
of Notes;


 


(27)          Investments
by an Unrestricted Subsidiary entered into prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary as
described under ‎Section 3.20;


 


(28)          guaranty
and indemnification obligations arising in connection with surety bonds issued in the ordinary course of business or consistent with past
practice;


 






    	 	38	 



     


    

 


(29)          Investments
(a) consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with past practice,
(b) made in the ordinary course of business or consistent with past practice in connection with obtaining, maintaining or renewing
client, franchisee and customer contracts and loans, (c) advances, loans, extensions of credit (including the creation of receivables)
or prepayments made to, and guarantees with respect to obligations of, franchisees, distributors, suppliers, lessors, licensors and licensees
in the ordinary course of business or consistent with past practice or (d) in deposit accounts, securities accounts and commodities
accounts maintained by the Company or any Restricted Subsidiary, so long as such accounts are used only to maintain cash and Cash Equivalents;


 


(30)            Investments
in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits
entered into as a result of the operations of the business in the ordinary course of business or consistent with past practice;


 


(31)            Investments
consisting of UCC Article 3 endorsements for collection or deposit and Article 4 trade arrangements with customers (or any comparable
or similar provisions in other applicable jurisdictions) in the ordinary course of business or consistent with past practices;


 


(32)            any
Investment by any Captive Insurance Subsidiary in connection with the provision of insurance to the Company or any Subsidiaries, which
Investment is made in the ordinary course of business or consistent with past practice of such Captive Insurance Subsidiary, or by reason
of applicable law, rule, regulation or order, or that is required or approved by any regulatory authority having jurisdiction over such
Captive Insurance Subsidiary or its business, as applicable;


 


(33)            non-cash
Investments in connection with tax planning and reorganization activities, and Investments in connection with a Permitted Intercompany
Activities, Permitted Tax Restructuring, the Transactions and related transactions;


 


(34)            Investments
made from casualty insurance proceeds in connection with the replacement, substitution, restoration or repair of assets on account of
a Casualty Event; and


 


(35)            any
other Investment so long as, immediately after giving pro forma effect to the Investment and the incurrence of any Indebtedness the net
proceeds of which are used to make such Investment, the Consolidated Total Leverage Ratio shall be no greater than 5.25 to 1.00.


 


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


 


(1)            Liens
on assets or property of a Restricted Subsidiary that is not a Guarantor securing Indebtedness and other Obligations of any Restricted
Subsidiary that is not a Guarantor;


 


(2)            pledges,
deposits or Liens (a) in connection with workmen’s compensation laws, payroll Taxes, unemployment insurance laws, employers’
health Tax and other social security laws or similar legislation or other insurance related obligations (including in respect of deductibles,
self-insured retention amounts and premiums and adjustments thereto), (b) securing liability, reimbursement or indemnification obligations
of (including obligations in respect of letters of credit or bank guarantees or similar instruments) for the benefit of insurance carriers
under insurance or self-insurance arrangements or otherwise supporting the payments of items set forth in the foregoing clause (a), or
(c) in connection with bids, tenders, completion guarantees, contracts, leases, utilities, licenses, public or statutory obligations,
or to secure the performance of bids, trade contracts, government contracts and leases, statutory obligations, surety, stay, indemnity,
warranty, release, judgment, customs, appeal, performance bonds, guarantees of government contracts, return of money bonds, bankers’
acceptance facilities and obligations of a similar nature (including those to secure health, safety and environmental obligations), and
obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to support the same, or as security
for contested Taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case incurred
in the ordinary course of business or consistent with past practice;


 






    	 	39	 



     


    

 


(3)            Liens
with respect to outstanding motor vehicle fines and statutory Liens or Liens imposed by law or regulation, including carriers’,
warehousemen’s, mechanics’, landlords’, suppliers’, materialmen’s, repairmen’s, architects’,
construction contractors’ or other similar Liens, in each case for amounts not overdue for a period of more than 60 days or,
if more than 60 days overdue, are unfiled and no other action has been taken to enforce such Liens or that are being contested in good
faith by appropriate proceedings;


 


(4)            Liens
for Taxes (i) that are not overdue for a period of more than 60 days or not yet payable or subject to penalties for nonpayment or
that are being contested in good faith by appropriate proceedings; provided that appropriate reserves required pursuant to GAAP
(or other applicable accounting principles) have been made in respect thereof, (ii) that could not, individually or in the aggregate,
reasonably be expected to have a material adverse effect or (iii) for property Taxes on property of the Company or one of its Subsidiaries
that the Company (or the applicable Subsidiary) has determined to abandon if the sole recourse for such Tax is to such property;


 


(5)            encumbrances,
charges, ground leases, easements (including reciprocal easement agreements), survey exceptions, restrictions, encroachments, protrusions,
by-law, regulation, zoning restrictions or reservations of, or rights of others for, licenses, rights of way, servitudes, sewers, electric
lines, drains, telegraph, telephone and cable television lines and other similar purposes, or zoning, building codes or other restrictions
(including minor defects and irregularities in title and similar encumbrances) as to the use of real properties, exceptions on title policies
insuring Liens granted on any mortgaged properties or any other collateral or Liens incidental to the conduct of the business of such
Person or to the ownership of its properties, including servicing agreements, development agreements, site plan agreements, subdivision
agreements, facilities sharing agreements, cost sharing agreements and other similar agreements, charges or encumbrances, which do not
in the aggregate materially interfere with the ordinary course conduct of the business of the Company and its Restricted Subsidiaries,
taken as a whole;


 


(6)            Liens
(a) securing Hedging Obligations, Cash Management Obligations and the costs thereof; (b) that are rights of set-off, rights
of pledge or other bankers’ Liens (i) relating to treasury, depository and cash management services or any automated clearing
house transfers of funds in the ordinary course of business or consistent with past practice, (ii) relating to pooled deposit or
sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or
any Subsidiary or consistent with past practice or (iii) relating to purchase orders and other agreements entered into with customers
of the Company or any Restricted Subsidiary in the ordinary course of business or consistent with past practice; (c) on cash accounts
securing Indebtedness and other Obligations permitted to be incurred under ‎Section 3.2(b)(8)(e) with financial institutions;
(d) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts
or other brokerage accounts incurred in the ordinary course of business or consistent with past practice and not for speculative purposes;
and (e) (i) of a collection bank arising under Section 4-210 of the UCC or any comparable or successor provision on items
in the course of collection; (ii) in favor of a banking or other financial institution or electronic payment service providers arising
as a matter of law encumbering deposits (including the right of set-off) arising in the ordinary course of business in connection with
the maintenance of such accounts and (iii) arising under customary general terms and conditions of the account bank in relation to
any bank account maintained with such bank and attaching only to such account and the products and proceeds thereof, which Liens, in any
event, do not secure any Indebtedness;


 


(7)            leases,
licenses, subleases and sublicenses of assets (including real property, intellectual property, software and other technology rights),
in each case entered into in the ordinary course of business, consistent with past practice or, with respect to intellectual property,
software and other technology rights, that are not material to the conduct of the business of the Company and its Restricted Subsidiaries,
taken as a whole;


 






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(8)            Liens
(i) securing or otherwise arising out of judgments, decrees, attachments, orders or awards not giving rise to an Event of Default
under ‎Section 6.1(a)(5), (ii) arising out of judgments or awards against the Company or any Restricted Subsidiary
with respect to which an appeal or other proceeding for review is then being pursued and (iii) notices of lis pendens and
associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate reserves have been
made;


 


(9)            (a) Liens securing
Finance Lease Obligations, or Purchase Money Obligations, or securing the payment of all or a part of the purchase price of, or securing
Indebtedness or other Obligations incurred to finance or refinance the acquisition, improvement or construction of, assets or property
acquired or constructed in the ordinary course of business; provided that (i) the aggregate principal amount of Indebtedness
secured by such Liens is otherwise permitted to be incurred under this Indenture and (ii) with respect to Finance Lease Obligations, any
such Liens may not extend to any assets or property of the Company or any Restricted Subsidiary other than assets and property affixed
or appurtenant thereto and accessions, additions, improvements, proceeds, dividends or distributions thereof, including after-acquired
property that is (A) affixed or incorporated into the property or assets covered by such Lien, (B) after-acquired property or
assets subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property
or assets and (C) the proceeds and products thereof; provided, further, that individual financings of equipment provided by
one lender may be cross-collateralized to other financings of equipment provided by another lender; and (b) any interest or title
of a lessor, sublessor, franchisor, licensor or sublicensor or secured by a lessor’s, sublessor’s, franchisor’s, licensor’s
or sublicensor’s interest under any Finance Lease Obligations or Non-Financing Lease Obligations;


 


(10)          Liens
arising from UCC financing statements or similar filings, including precautionary financing statements (or similar filings) regarding
operating leases or consignments entered into by the Company and its Restricted Subsidiaries;


 


(11)          Liens
existing on the Issue Date but excluding Liens securing the First Lien Credit Agreement and the ABL Credit Agreement;


 


(12)          Liens
on property, other assets or shares of stock of a Person at the time such Person becomes a Subsidiary (or at the time the Company or a
Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, amalgamation, consolidation
or other business combination transaction with or into the Company or any Restricted Subsidiary); provided that such Liens are
not created in anticipation of such other Person becoming a Subsidiary (or such acquisition of such property, other assets or stock);
provided, further, that such Liens are limited to all or part of the same property, other assets or stock (plus property
and assets affixed or appurtenant thereto and additions, improvements, accessions, proceeds, dividends or distributions thereof, including
after-acquired property that is (i) affixed or incorporated into the property or assets covered by such Lien, (ii) after-acquired
property or assets subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired
property or assets and (iii) the proceeds and products thereof) that secured (or, under the written arrangements under which such
Liens arose, could secure) the Obligations relating to any Indebtedness or other obligations to which such Liens relate;


 


(13)          Liens
securing Obligations relating to any Indebtedness or other obligations of the Company or a Restricted Subsidiary owing to the Company
or another Restricted Subsidiary, or Liens in favor of the Company or any Restricted Subsidiary or the Trustee;


 






    	 	41	 



     


    

 


(14)          Liens
securing Refinancing Indebtedness incurred to refinance Indebtedness that was previously so secured, and permitted to be secured under
this Indenture; provided that any such Lien is limited to all or part of the same property or assets (plus property and assets
affixed or appurtenant thereto and additions, improvements, accessions, proceeds, dividends or distributions thereof, including after-acquired
property that is (i) affixed or incorporated into the property or assets covered by such Lien, (ii) after-acquired property
or assets subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired
property or assets and (iii) the proceeds and products thereof) that secured (or, under the written arrangements under which the
original Lien arose, could secure) the Obligations relating to the Indebtedness or other obligations being refinanced or is in respect
of property or assets that is or could be the security for or subject to a Permitted Lien hereunder;


 


(15)          (a) mortgages,
liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory
or regulatory authority, developer, landlord or other third party on property over which the Company or any Restricted Subsidiary has
easement rights or on any leased property and subordination or similar arrangements relating thereto and (b) any condemnation or
eminent domain proceedings affecting any real property;


 


(16)          any
encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or non-wholly owned
Restricted Subsidiary securing financing arrangement, set forth in its organizational documents or joint venture or similar arrangement
pursuant to any joint venture securing financing agreement, joint venture or similar agreement;


 


(17)          Liens
on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial
payments by a third party relating to such property or assets;


 


(18)          Liens
arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale or purchase of goods
entered into in the ordinary course of business or consistent with past practice;


 


(19)          Liens
securing Indebtedness and other Obligations in respect of (a) Credit Facilities, including any letter of credit facility relating
thereto, under ‎Section 3.2(b)(1) and (b) obligations of the Company or any Subsidiary in respect of any Cash
Management Obligation or Hedging Obligation provided by any lender party to any Credit Facility or Affiliate of such lender (or any Person
that was a lender or an Affiliate of a lender at the time the applicable agreements in respect of such Cash Management Obligation or Hedging
Obligation were entered into);


 


(20)          Liens
securing Indebtedness and other Obligations under ‎Section 3.2(b)(5); provided that such Liens shall only be permitted
if such Liens are limited to all or part of the same property or assets, including Capital Stock (plus property and assets affixed or
appurtenant thereto and additions, improvements, accessions, proceeds, dividends or distributions thereof, including after-acquired property
that is (i) affixed or incorporated into the property or assets covered by such Lien, (ii) after-acquired property or assets
subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired property
or assets and (iii) the proceeds and products thereof) acquired, or of any Person acquired or merged, consolidated or amalgamated
with or into the Company or any Restricted Subsidiary, in any transaction to which such Indebtedness or other Obligation relates;


 


(21)          Liens
securing Indebtedness and other Obligations under ‎Section 3.2(b)(11);


 


(22)          Liens
securing Indebtedness and other Obligations of any Non-Guarantor Subsidiary covering only assets of such Subsidiary or other Non-Guarantor
Subsidiaries;


 


(23)          Liens
on (i) Capital Stock or other securities of an Unrestricted Subsidiary or (ii) assets of any Unrestricted Subsidiary that secure
Indebtedness or other obligations of such Unrestricted Subsidiary;


 






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(24)          Liens
deemed to exist in connection with Investments permitted under clause (4) of the definition of “Cash Equivalents”;


 


(25)          Liens
on (i) goods the purchase price of which is financed by a documentary letter of credit issued for the account of the Company or any
Subsidiary or Liens on bills of lading, drafts or other documents of title arising by operation of law or pursuant to the standard terms
of agreements relating to letters of credit, bank guarantees and other similar instruments and (ii) specific items of inventory or
other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or documentary
letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or
other goods;


 


(26)          Liens
on vehicles or equipment of the Company or any Restricted Subsidiary in the ordinary course of business or consistent with past practice;


 


(27)          Liens
on assets or securities deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts
to sell such assets or securities if such sale is otherwise not prohibited by this Indenture;


 


(28)          (a) Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto, and (b) Liens, pledges,
deposits made or other security provided to secure liabilities to, or indemnification obligations of (including obligations in respect
of letters of credit or bank guarantees for the benefits of), insurance carriers in the ordinary course of business or consistent with
past practice;


 


(29)          Liens
solely on any cash earnest money deposits, escrow arrangements or similar arrangements made in connection with any letter of intent or
purchase agreement permitted under this Indenture;


 


(30)          Liens
(i) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted under this
Indenture to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect
to any such Investment (including any letter of intent or purchase agreement with respect to such Investment), and (ii) consisting
of an agreement to sell, transfer, lease or otherwise dispose of any property in an asset sale, in each case, solely to the extent such
Investment or sale, transfer, lease or other disposition, as the case may be, would have been permitted on the date of the creation of
such Lien;


 


(31)          Liens
securing Indebtedness and other Obligations in an aggregate principal amount not to exceed the greater of (a) $155 million and (b) 60.0%
of LTM EBITDA at the time incurred;


 


(32)          Liens
then existing with respect to assets of an Unrestricted Subsidiary on the day such Unrestricted Subsidiary is redesignated as a Restricted
Subsidiary pursuant to ‎Section 3.20, provided that such Liens do not extend to any assets other than those of
such Unrestricted Subsidiary;


 


(33)          Liens
securing Indebtedness and other Obligations; provided that with respect to liens securing Indebtedness or other Obligations permitted
under this clause, at the time of incurrence and after giving pro forma effect thereto, (i) if such Indebtedness incurred has pari
passu lien priority relative to the First Lien Credit Agreement with respect to the collateral securing such Indebtedness, the Consolidated
First Lien Secured Leverage Ratio would not be greater than 4.75 to 1.00 or (ii) if such Indebtedness incurred has Junior Lien Priority
relative to the First Lien Credit Agreement with respect to the collateral securing such Indebtedness, the Consolidated Secured Leverage
Ratio would be no greater than 6.00 to 1.00;


 


(34)          Liens
deemed to exist in connection with Investments in repurchase agreements not prohibited by the covenant described under ‎Section 3.2,
provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;


 






    	 	43	 



     


    

 


(35)          Liens
arising in connection with a Qualified Securitization Financing or a Receivables Facility;


 


(36)          Settlement
Liens;


 


(37)          (i) rights
of recapture of unused real property in favor of the seller of such property set forth in customary purchase agreements and related arrangements
with any government, statutory or regulatory authority and (ii) deposits of cash with the owner or lessor of premises leased and
operated by the Company or any Subsidiary to secure the performance of the Company’s or such Subsidiary’s obligations under
the terms of the lease for such premises;


 


(38)           the
rights reserved to or vested in any Person or government, statutory or regulatory authority by the terms of any lease, license, franchise,
grant or permit held by the Company or any Restricted Subsidiary or by a statutory provision, to terminate any such lease, license, franchise,
grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;


 


(39)          restrictive
covenants affecting the use to which real property may be put and Liens or covenants restricting or prohibiting access to or from lands
abutting on controlled access highways or covenants affecting the use to which lands may be put; provided that such Liens or covenants
do not interfere with the ordinary conduct of the business of the Company or any Restricted Subsidiary;


 


(40)          Liens
on property, assets or Permitted Investments used to defease or to satisfy or discharge Indebtedness; provided that such defeasance,
satisfaction or discharge is not prohibited by this Indenture;


 


(41)          Liens
relating to escrow arrangements securing Indebtedness, including (i) Liens on escrowed proceeds from the issuance of Indebtedness
for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters, arrangers, trustee or collateral
agent thereof) and (ii) Liens on cash or Cash Equivalents set aside at the time of the incurrence of any Indebtedness, in either
case to the extent such cash or Cash Equivalents prefund the payment of interest or premium or discount on such Indebtedness (or any costs
related to the issuance of such Indebtedness) and are held in an escrow account or similar arrangement to be applied for such purpose;


 


(42)          Liens
securing the Notes (other than any Additional Notes) and the related Note Guarantees;


 


(43)          Liens
(i) on assets securing any Indebtedness owed to any Captive Insurance Subsidiary by the Company or any Restricted Subsidiary and
(ii) on property of any Foreign Subsidiary arising mandatorily under the laws of the jurisdiction of organization of such Foreign
Subsidiary; and


 


(44)          Liens
arising in connection with any Permitted Intercompany Activities, Permitted Tax Restructuring and related transactions.


 


In the event that a Permitted Lien meets the criteria
of more than one of the types of Permitted Liens (at the time of incurrence or at a later date), the Company in its sole discretion may
divide, classify or from time to time reclassify all or any portion of such Permitted Lien in any manner that complies with this Indenture
and such Permitted Lien shall be treated as having been made pursuant only to the clause or clauses of the definition of Permitted Lien
to which such Permitted Lien has been classified or reclassified.


 






    	 	44	 



     


    

 


“Permitted Tax Distribution”
means:


 


(a)            if
and for so long as the Company is a member (or is an entity treated as disregarded from a member) of a group filing a consolidated, group,
affiliate, unitary, combined or similar Tax return with any Parent Entity (or if the Company is the common parent of such group), any
dividends or other distributions to fund any income or similar Taxes for which such Parent Entity or the Company is liable in an amount
not to exceed the amount of any such Taxes that the Company and its Subsidiaries would have been required to pay on a separate company
basis or on a consolidated basis calculated as if the Company and its Subsidiaries had paid Tax on a consolidated, combined, group, affiliated,
unitary or similar basis as a group consisting only of the Company and its Subsidiaries (and less any amount thereof actually paid by
the Company or any of its Subsidiaries); and


 


(b)            for
any taxable year (or portion thereof) ending after the Issue Date for which the Company is treated as a disregarded entity, partnership,
or other flow-through entity for federal, state, provincial, territorial, and/or local income Tax purposes, the payment of dividends or
other distributions to the Company’s direct owner(s) to fund the income Tax liability of such owner(s) (or, if a direct
owner is a pass-through entity, of the indirect owner(s)) for such taxable year (or portion thereof) attributable to the operations and
activities of the Company and its direct and indirect Subsidiaries, in an aggregate amount not the exceed the product of (x) the
highest combined marginal federal and applicable state, provincial, territorial, and/or local statutory income Tax rate (after taking
into account the deductibility of U.S. state and local income Tax for U.S. federal income Tax purposes) and (y) the taxable income
of the Company for such taxable year (or portion thereof).


 


“Permitted Tax Restructuring”
means any reorganizations and other activities related to tax planning and tax reorganization (as determined by the Company in good faith)
so long as such Permitted Tax Restructuring is not materially adverse to the Holders of the Notes.


 


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


 


“Post-Petition Interest” means
any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any bankruptcy or insolvency proceeding,
whether or not allowed or allowable as a claim in any such bankruptcy or insolvency proceeding.


 


“Predecessor Note” of any particular
Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes
of this definition, any Note authenticated and delivered under ‎Section 2.11 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.


 


“Preferred Stock,” as applied
to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment
of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares
of Capital Stock of any other class of such Person.


 


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


 


“Purchase Money Obligations”
means any Indebtedness Incurred to finance or refinance the acquisition, leasing, expansion, construction, installation, replacement,
repair or improvement of property (real or personal), equipment or assets (including Capital Stock), and whether acquired through the
direct acquisition of such property or assets, or the acquisition of the Capital Stock of any Person owning such property or assets, or
otherwise.


 






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“QIB” means any “qualified
institutional buyer” as such term is defined in Rule 144A.


 


“Qualified Securitization Financing”
means any Securitization Facility that meets the following conditions: (i) the Board of Directors shall have determined in good faith
that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate
economically fair and reasonable to the Company and its Restricted Subsidiaries, (ii) all sales of Securitization Assets and related
assets by the Company or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made for fair consideration
(as determined in good faith by the Company) and (iii) the financing terms, covenants, termination events and other provisions thereof
shall be fair and reasonable terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings.


 


“Receivables Assets” means (a) any
accounts receivable owed to the Company or a Restricted Subsidiary subject to a Receivables Facility and the proceeds thereof and (b) all
collateral securing such accounts receivable, all contracts and contract rights, guarantees or other obligations in respect of such accounts
receivable, all records with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable
in connection with a non-recourse accounts receivable factoring arrangement.


 


“Receivables Facility” means
an arrangement between the Company or a Subsidiary and a commercial bank, an asset based lender or other financial institution or an Affiliate
thereof pursuant to which (a) the Company or such Subsidiary, as applicable, sells (directly or indirectly) to such commercial bank,
asset based lender or other financial institution (or such Affiliate) Receivables Assets and (b) the obligations of the Company or
such Restricted Subsidiary, as applicable, thereunder are non-recourse (except for Securitization Repurchase Obligations) to the Company
and such Subsidiary and (c) the financing terms, covenants, termination events and other provisions thereof shall be on market terms
(as determined in good faith by the Company) and may include Standard Securitization Undertakings, and shall include any guaranty in respect
of such arrangements.


 


“Refinance” means refinance,
refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell, extend or increase (including pursuant
to any defeasance or discharge mechanism) and the terms “refinances,” “refinanced” and “refinancing”
as used for any purpose in this Indenture shall have a correlative meaning.


 


“Refinancing Indebtedness” means
Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or
discharge mechanism) any Indebtedness existing on the Issue Date or Incurred in compliance with this Indenture (including Indebtedness
of the Company that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances
Indebtedness of the Company or another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness; provided,
that:


 


(1)            (a) such
Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred which is not less
than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced;
and (b) to the extent such Refinancing Indebtedness refinances Subordinated Indebtedness, Disqualified Stock or Preferred Stock,
such Refinancing Indebtedness is Subordinated Indebtedness, Disqualified Stock or Preferred Stock, respectively, and, in the case of Subordinated
Indebtedness, is subordinated to the Notes on terms at least as favorable to the Holders as those contained in the documentation governing
the Indebtedness being refinanced;


 



    	 	46	 



     


    

 


(2)           Refinancing
Indebtedness shall not include:


 


		(i)	Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not the Company or a Guarantor that refinances
Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Guarantor; or



 


		(ii)	Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified
Stock or Preferred Stock of an Unrestricted Subsidiary; and



 


(3)           such
Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that
is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then
outstanding under the Indebtedness being Refinanced (plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest,
premiums (including, without limitation, tender premiums) and other costs and expenses (including, without limitation, original issue
discount, upfront fees or similar fees) Incurred in connection with such Refinancing).


 


Refinancing Indebtedness in respect of any Credit
Facility or any other Indebtedness may be Incurred from time to time after the termination, discharge or repayment of any such Credit
Facility or other Indebtedness.


 


“Regulation S” means Regulation
S under the Securities Act.


 


“Regulation S-X” means Regulation
S-X under the Securities Act.


 


“Related Taxes” means (disregarding
any such amounts paid by the Company or any of its Subsidiaries):


 


(1)           any
Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital,
registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes and other similar fees and
expenses (other than (x) Taxes measured by income and (y) withholding Taxes), required to be paid (provided such Taxes
are in fact paid) by any Parent Entity by virtue of its:


 


		(a)	being organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation
or other entity other than, directly or indirectly, the Company or any of the Company’s Subsidiaries) or otherwise maintain its
existence or good standing under applicable law;



 


		(b)	being a holding company parent, directly or indirectly, of the Company or any of the Company’s Subsidiaries;



 


		(c)	receiving dividends from or other distributions in respect of the Capital Stock of, directly or indirectly, the Company or any of
the Company’s Subsidiaries; or



 


		(d)	having made any payment in respect to any of the items for which the Company is permitted to make payments to any Parent Entity pursuant
to ‎Section 3.3; or



 


(2)           any
Permitted Tax Distribution.


 


“Reserved Indebtedness Amount”
has the meaning set forth in ‎Section 3.2(c)(9).


 


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


 


“Restricted Notes” means Initial
Notes and Additional Notes bearing the Restricted Notes Legend.


 



    	 	47	 



     


    

 


“Restricted Notes Legend” means
the legend set forth in ‎Section 2.1(d)(1).


 


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


 


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


 


“S&P” means Standard &
Poor’s Investors Ratings Services or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.


 


“Sale and Leaseback Transaction”
means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal
property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation
of such leasing.


 


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


 


“SEC” means the U.S. Securities
and Exchange Commission or any successor thereto.


 


“Secured Cash Management Obligations”
means all obligations owing to any Qualified Counterparty (as defined in the ABL Credit Agreement) by any borrower or restricted subsidiary
under the ABL Credit Agreement under any cash management agreement permitted under the ABL Credit Agreement that is entered into by and
between any borrower thereunder or any Restricted Subsidiary and any Qualified Counterparty.


 


“Secured Indebtedness” means
any Indebtedness secured by a Lien.


 


“Secured Obligations” means
all obligations, secured hedge obligations and Secured Cash Management Obligations made under the ABL Credit Agreement.


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended.


 


“Securitization Asset” means
(a) any accounts receivable, mortgage receivables, loan receivables, royalty, franchise fee, license fee, patent or other revenue
streams and other rights to payment or related assets and the proceeds thereof and (b) all collateral securing such receivable or
asset, all contracts and contract rights, guarantees or other obligations in respect of such receivable or asset, lockbox accounts and
records with respect to such account or asset and any other assets customarily transferred (or in respect of which security interests
are customarily granted) together with accounts or assets in connection with a securitization, factoring or receivable sale transaction.


 


“Securitization Facility” means
any of one or more securitization, financing, factoring or sales transactions, as amended, supplemented, modified, extended, renewed,
restated or refunded from time to time, pursuant to which the Company or any of the Restricted Subsidiaries sells, transfers, pledges
or otherwise conveys any Securitization Assets (whether now existing or arising in the future) to a Securitization Subsidiary or any other
Person.


 


“Securitization Fees” means
distributions or payments made directly or by means of discounts with respect to any Securitization Asset or Receivables Asset or participation
interest therein issued or sold in connection with, and other fees, expenses and charges (including commissions, yield, interest expense
and fees and expenses of legal counsel) paid in connection with, any Qualified Securitization Financing or Receivables Facility.


 



    	 	48	 



     


    

 


“Securitization Repurchase Obligation”
means any obligation of a seller of Securitization Assets or Receivables Assets in a Qualified Securitization Financing or a Receivables
Facility to repurchase or otherwise make payments with respect to Securitization Assets arising as a result of a breach of a representation,
warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense,
dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating
to the seller.


 


“Securitization Subsidiary”
means any Subsidiary of the Company in each case formed for the purpose of and that solely engages in one or more Qualified Securitization
Financings or Receivables Facilities and other activities reasonably related thereto or another Person formed for this purpose.


 


“Settlement” means the transfer
of cash or other property with respect to any credit or debit card charge, check or other instrument, electronic funds transfer, or other
type of paper-based or electronic payment, transfer, or charge transaction for which a Person acts as a processor, remitter, funds recipient
or funds transmitter in the ordinary course of its business.


 


“Settlement Asset” means any
cash, receivable or other property, including a Settlement Receivable, due or conveyed to a Person in consideration for a Settlement made
or arranged, or to be made or arranged, by such Person or an Affiliate of such Person.


 


“Settlement Indebtedness” means
any payment or reimbursement obligation in respect of a Settlement Payment.


 


“Settlement Lien” means any
Lien relating to any Settlement or Settlement Indebtedness (and may include, for the avoidance of doubt, the grant of a Lien in or other
assignment of a Settlement Asset in consideration of a Settlement Payment, Liens securing intraday and overnight overdraft and automated
clearing house exposure, and similar Liens).


 


“Settlement Payment” means the
transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property
to effect a Settlement.


 


“Settlement Receivable” means
any general intangible, payment intangible, or instrument representing or reflecting an obligation to make payments to or for the benefit
of a Person in consideration for a Settlement made or arranged, or to be made or arranged, by such Person.


 


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


 


“Significant Subsidiary” means
any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02(w)(2) of
Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.


 


“Similar Business” means (a) any
businesses, services or activities engaged in by the Company or any of its Subsidiaries or any Associates on the Issue Date, (b) any
businesses, services and activities engaged in by the Company or any of its Subsidiaries or any Associates that are related, complementary,
incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof, and (c) a Person conducting
a business, service or activity specified in clauses (a) and (b), and any Subsidiary thereof. For the avoidance of doubt, any Person
that invests in or owns Capital Stock or Indebtedness of another Person that is engaged in a Similar Business shall be deemed to be engaged
in a Similar Business.


 



    	 	49	 



     


    

 


“Standard Securitization Undertakings”
means representations, warranties, covenants, guarantees and indemnities entered into by the Company or any Subsidiary of the Company
which the Company has determined in good faith to be customary in a Securitization Facility or Receivables Facility, including those relating
to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall
be deemed to be a Standard Securitization Undertaking or, in the case of a Receivables Facility, a non-credit related recourse accounts
receivable factoring arrangement.


 


“Stated Maturity” means, with
respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due
and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem
or repurchase any such principal prior to the date originally scheduled for the payment thereof.


 


“Subordinated Indebtedness”
means, with respect to any person, any Indebtedness (whether outstanding on the Issue Date or thereafter Incurred) which is expressly
subordinated in right of payment to the Notes pursuant to a written agreement.


 


“Subsidiary” means, with respect
to any Person:


 


(1)            any
corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity)
of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; or


 


(2)            any
partnership, joint venture, limited liability company or similar entity of which:


 


		(a)	more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests,
as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person
or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise; and



 


		(b)	such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.



 


“Taxes”
means all present and future taxes, levies, imposts, deductions, charges, duties, assessments, fees and withholdings (including backup
withholding) and any charges of a similar nature (however denominated and including interest, penalties and other liabilities with respect
thereto) that are imposed by any governmental authority or other taxing authority.


 


“Total Assets” means, as of
any date, the total consolidated assets of the Company and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent
consolidated balance sheet of the Company and its Restricted Subsidiaries, determined on a pro forma basis in a manner consistent with
the pro forma basis contained in the definition of Fixed Charge Coverage Ratio.


 


“Transaction
Expenses” means any fees, costs and expenses (including all legal, accounting and other professional fees, costs and expenses)
incurred or paid by the Company or any Restricted Subsidiary associated or in connection with the Transactions, including any fees, costs
and expenses associated with payments or distributions to dissenting stockholders (including in connection with, or as a result of, exercise
of dissenters’ or appraisal rights and the settlement of any claims or action (whether actual, contingent or potential) with respect
thereto).


 



    	 	50	 



     


    

 


“Transactions” means the issuance
of the Notes, the amendment and restatement of the First Lien Credit Agreement and the ABL Credit Agreement and any borrowings thereunder,
the repayment of existing indebtedness, the payment of fees, expenses and premiums incurred in connection with the foregoing and other
related transactions and use of proceeds, in each case, as described in the Offering Memorandum.


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended.


 


“Trust Officer” means, when
used with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee),
including any vice president, assistant vice president, 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 relating to this Indenture is referred because of such Person’s knowledge of and familiarity
with the particular subject and who, in each case, shall have direct responsibility for the administration of this Indenture.


 


“Trustee” means Ankura Trust
Company, LLC, as trustee under this Indenture, together with its successors and assigns.


 


“UCC” means the Uniform Commercial
Code as in effect from time to time in the State of New York; provided, however, that at any time, if by reason of mandatory provisions
of law, any or all of the perfection or priority of a collateral agent’s security interest in any item or portion of the collateral
is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC”
shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating
to such perfection or priority and for purposes of definitions relating to such provisions.


 


“Unrestricted Subsidiary” means:


 


(1)            any
Subsidiary (other than the Company or any direct or indirect parent entity of the Company) of the Company that at the time of determination
is an Unrestricted Subsidiary (as designated by the Company in the manner provided below); and


 


(2)            any
Subsidiary of an Unrestricted Subsidiary.


 


The Company may designate any Subsidiary of the
Company, respectively (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation
or other business combination transaction, or Investment therein), to be an Unrestricted Subsidiary only if:


 


(1)            such
Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of,
the Company or any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted
Subsidiary; and


 


(2)            such
designation and the Investment of the Company in such Subsidiary complies with ‎Section 3.3.


 


“U.S. Government Obligations”
means securities that are (1) direct obligations of the United States of America for the timely payment of which its full faith and
credit is pledged, (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America the timely payment of which is unconditionally Guaranteed as a full faith and credit obligation of the United States
of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, or (3) money market securities
that invest solely in the foregoing, and in the case of (1) and (2) above, shall also include a depositary receipt issued by
a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligations
or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the
holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government
Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt.


 



    	 	51	 



     


    

 


“Voting Stock” of a Person means
all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors.


 


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


 


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


 


(2)           the
sum of all such payments.


 


“Wholly Owned Domestic Subsidiary”
means a Domestic Subsidiary of the Company, all of the Capital Stock of which is owned by the Company or a Guarantor.


 


Section 1.2.     Other
Definitions.


 


	
    Term
	
    Defined in

    Section

	“Acceptable Commitment”	‎3.5(a)(3)(ii)
	“Accounting Change”	Definition of “GAAP”
	“Advance Offer”	‎3.5(b)
	“Advance Portion”	‎3.5(b)
	“Additional Restricted Notes”	‎2.1(b)
	“Affiliate Transaction”	‎3.8(a)
	“Agent Members”	‎2.1(e)(2)
	“Applicable Premium Deficit”	‎8.4(1)
	“Approved Foreign Bank”	Clause (11) in Definition of “Cash Equivalents”



 



    	 	52	 



     


    

 


	
    Term
	
    Defined in

    Section









	“Asset Disposition Offer”	‎3.5(b)
	“Authenticating Agent”	‎2.2
	“Change of Control Offer”	‎3.9(a)
	“Change of Control Payment”	‎3.9(a)
	“Change of Control Payment Date”	‎3.9(a)(2)
	“Clearstream”	‎2.1(b)
	“Covenant Defeasance”	‎8.3
	“Declined Excess Proceeds”	‎3.5(b)
	“Default Direction”	‎6.1(a)
	“Defaulted Interest”	‎2.15
	“Directing Holder”	‎6.1(a)
	“equity incentives”	Clause (6) in definition of “Consolidated Net Income”
	“Euroclear”	‎2.1(b)
	“Event of Default”	‎6.1(a)
	“Excess Proceeds”	‎3.5(b)
	“Fixed Charge Coverage Ratio Calculation Date”	Definition of “Fixed Charge Coverage Ratio”
	“Foreign Disposition”	‎3.5(e)(i)
	“Global Notes”	‎2.1(b)
	“Guaranteed Obligations”	‎10.1
	“Increased Amount”	‎3.6



 



    	 	53	 



     


    

 


	
    Term
	
    Defined in

    Section







	“Initial Default”	‎6.1(d)
	“Issuer Order”	‎2.2
	“Judgment Currency”	‎13.19
	“LCT Public Offer”	‎1.4(e)
	“Legal Defeasance”	‎8.2
	“Legal Holiday”	‎13.6
	“Notes Register”	‎2.3
	“Noteholder Direction”	‎6.1(a)
	“Other Guarantee”	10.2(b)(5)
	“Performance References”	Definition of “Derivative Instrument” 
	“Position Representation”	‎6.1(a) 
	“primary obligations”	Definition of “Contingent Obligations”
	“protected purchaser”	‎2.11
	“Redemption Date”	‎5.7(a)
	“Registrar”	‎2.3
	“Regulation S Global Note”	‎2.1(b)
	“Regulation S Notes”	‎2.1(b)
	“Resale Restriction Termination Date”	‎2.6(b)
	“Restricted Payment”	‎3.3(a)(4)
	“Restricted Period”	‎2.1(b)



 



    	 	54	 



     


    

 


	
    Term
	
    Defined in

    Section




	“Rule 144A Global Note”	‎2.1(b)
	“Rule 144A Notes”	‎2.1(b)
	“Special Interest Payment Date”	‎2.15(a)
	“Special Record Date”	‎2.15(a)
	“Successor Company”	‎4.1(a)(1)
	“Suspended Covenants”	‎3.21
	“Suspension Period”	‎3.21
	“Treasury Capital Stock”	‎3.3(b)(2)
	“Verification Covenant”	‎6.1(a)
	“Verification Covenant Officer’s Certificate”	‎6.1(b)


 


Section 1.3.     [Reserved].


 


Section 1.4.     Rules of
Construction.


 


(a)           Unless
the context otherwise requires:


 


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


 


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


 


(3)           “or”
is not exclusive;


 


(4)           “including”
means including without limitation;


 


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


 


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


 


(7)           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;


 


(8)           the
principal amount of any preferred stock shall be (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, whichever is greater;


 



    	 	55	 



     


    

 


(9)           all
amounts expressed in this Indenture or in any of the Notes in terms of money refer to the lawful currency of the United States of America;


 


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


 


(11)         except
as otherwise stated, (a) references herein to Articles, Sections and Exhibit mean the Articles and Sections of and Exhibits
to this Indenture and (b) each reference herein to a particular Article or Section includes the Sections, subsections and
paragraphs subsidiary thereto; and


 


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


 


(b)           Notwithstanding
anything to the contrary herein, in the event an item of Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred
or other transaction is undertaken in reliance on any ratio based exceptions, thresholds and baskets, such ratio(s) shall be calculated
with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other exceptions,
thresholds or baskets (other than ratio based exceptions, thresholds and baskets) on the same date. Each item of Indebtedness that is
incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first,
to the extent available, pursuant to the relevant ratio based test.


 


(c)           Notwithstanding
anything to the contrary herein, in the event an item of Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred
or other transaction is undertaken in reliance on any ratio based exceptions, thresholds and baskets, such ratio(s) shall be calculated
without regard to the incurrence of any indebtedness to fund any OID or upfront fees to be paid in connection with the incurrence of such
Indebtedness on reliance of such ratio based exception.


 


(d)           Any
ratio, basket, calculation or measure that is determined with reference to the Company’s financial statements (including Consolidated
EBITDA, Consolidated Interest Expense, Consolidated Net Income, Fixed Charges, Fixed Charge Coverage Ratio, Consolidated Secured Leverage
Ratio, the Consolidated First Lien Secured Leverage Ratio and Consolidated Total Leverage Ratio) may be determined with reference to
the financial statements of a Parent Entity instead, so long as such Parent Entity does not hold any material assets other than, directly
or indirectly, the Capital Stock of the Company.


 



    	 	56	 



     


    

 


(e)           When
calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in connection
with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the
incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens, repayments,
Restricted Payments and Asset Dispositions), in each case, at the option of the Company (the Company’s election to exercise such
option, an “LCT Election”), the date of determination for availability under any such basket or ratio and whether any such
action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence
of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”)
either (a) the definitive agreement for such Limited Condition Transaction is entered into (or, if applicable, the date of delivery
of an irrevocable declaration of a Restricted Payment or similar event), or (b) solely in connection with an acquisition to which
the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 announcement” of a firm
intention to make an offer (or equivalent announcement in another jurisdiction) (an “LCT Public Offer”) in respect of a target
of a Limited Condition Transaction and, in each case, if, after giving pro forma effect to the Limited Condition Transaction and any
actions or transactions related thereto (including acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness
and the use of proceeds thereof, the incurrence or creation of Liens, repayments, Restricted Payments and Asset Dispositions) and any
related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate
such transactions on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related requirements and conditions),
such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for
all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued, assumed or incurred at the LCT
Test Date or at any time thereafter); provided, that (a) if financial statements for one or more subsequent fiscal quarters shall
have become available, the Company may elect, in its sole discretion, to redetermine all such ratios, tests or baskets on the basis of
such financial statements, in which case, such date of redetermination shall thereafter be the applicable LCT Test Date for purposes
of such ratios, tests or baskets, (b) except as contemplated in the foregoing clause (a), compliance with such ratios, test
or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test
Date for such Limited Condition Transaction and any actions or transaction related thereto (including acquisitions, Investments,
the incurrence, issuance or assumption of Indebtedness and the use of proceeds thereof, the incurrence or creation of Liens, repayments,
Restricted Payments and Asset Dispositions) and (c) Consolidated Interest Expense for purposes of the Fixed Charge Coverage Ratio
will be calculated using an assumed interest rate as reasonably determined by the Company.


 





(f)            For
the avoidance of doubt, if the Company has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance
was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have
been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in EBITDA or Total Assets
of the Company or the Person subject to such Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have been
exceeded or failed to have been complied with as a result of such fluctuations; (2) if any related requirements and conditions (including
as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the
LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation
of an Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied
(and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (3) in calculating the availability
under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following
the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date
that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition
Transaction is terminated, expires or passes (or, if applicable, the irrevocable notice is terminated, expires or passes or, as applicable,
the offer in respect of an LCT Public Offer for, such acquisition is terminated), as applicable, without consummation of such Limited
Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition
Transaction.


 



    	 	57	 



     


    

 


Article II


 


THE
NOTES


 


Section 2.1.     Form,
Dating and Terms.


 


(a)            The
aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Notes issued
on the date hereof will be in an aggregate principal amount of $500,000,000. In addition, the Issuer may issue, from time to time in accordance
with the provisions of this Indenture, without the consent of the Holders, Additional Notes (as provided herein). Furthermore, Notes may
be authenticated and delivered upon registration of transfer, exchange or in lieu of, other Notes pursuant to Sections ‎2.2,
‎2.6, ‎2.11,
‎2.13, ‎5.6 or ‎9.5, in connection
with an Asset Disposition Offer pursuant to ‎Section 3.5 or in connection with a Change of Control Offer pursuant to ‎Section 3.9.


 


Notwithstanding anything to the contrary contained
herein, the Issuer may not issue any Additional Notes, unless such issuance is in compliance with ‎Section 3.2.


 


With respect to any Additional Notes, the Issuer
shall set forth in one or more indentures supplemental hereto, the following information:


 


(A)          the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;


 


(B)           the
issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; and


 


(C)           whether
such Additional Notes shall be Restricted Notes.


 


In authenticating and delivering Additional Notes,
the Trustee shall be entitled to receive and shall be fully protected in relying upon, in addition to the Opinion of Counsel and Officer’s
Certificate required by Sections ‎9.6 and ‎13.2, an Opinion of Counsel as to the due authorization, execution, delivery,
validity and enforceability of such Additional Notes.


 


The Initial Notes and the Additional Notes shall
be considered collectively as a single class for all purposes of this Indenture, provided that any Additional Notes will not be
issued with the same CUSIP, ISIN or other identifying number as the Initial Notes unless such Additional Notes are fungible with
the Initial Notes for U.S. federal income tax purposes. Holders of the Initial Notes and the Additional Notes will vote and consent together
on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes or the
Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote
or consent.


 


(b)           The
Initial Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated October 22, 2021, among the Issuer,
the Guarantors and BofA Securities, Inc. as representative for the several Initial Purchasers. The Initial Notes and any Additional
Notes (if issued as Restricted Notes) (the “Additional Restricted Notes”) will be resold initially only to (A) Persons
they reasonably believe to be QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such
Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, persons reasonably believed to be QIBs
and purchasers in reliance on Regulation S, in each case, in accordance with the procedure described herein. Additional Notes offered
after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance
with applicable law.


 



    	 	58	 



     


    

 


Initial Notes and Additional Restricted Notes offered
and sold to persons reasonably believed to be QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A
Notes”) shall be issued in the form of a permanent global Note substantially in the form of Exhibit A, which is
hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in ‎Section 2.1(d) (the
 “Rule 144A Global Note”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated
by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate if so required
by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount
of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as
custodian for DTC or its nominee, as hereinafter provided.


 


Initial Notes and any Additional Restricted Notes
offered and sold to non-U.S. Persons outside the United States of America (the “Regulation S Notes”) in reliance
on Regulation S shall be issued in the form of a permanent global Note substantially in the form of Exhibit A, including
appropriate legends as set forth in ‎Section 2.1(d) (the “Regulation S Global Note”). Each
Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC in the manner described
in this ‎Article II. Prior to the 40th day after the later of the commencement of the offering of the Initial Notes
and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S
Global Note may only be transferred to non-U.S. persons pursuant to Regulation S, unless exchanged for interests in a Global Note
in accordance with the transfer and certification requirements described herein.


 


Investors may hold their interests in the Regulation
S Global Note through organizations other than Euroclear Bank S.A. /N.V. (“Euroclear”) or Clearstream Banking, société
anonyme (“Clearstream”) that are participants in DTC’s system or directly through Euroclear or Clearstream, if they
are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held
through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf
of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries.
Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts
in the depositaries’ names on the books of DTC.


 


The Regulation S Global Note may be represented
by more than one certificate if so required by DTC’s rules regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.


 


The Rule 144A Global Note and the Regulation
S Global Note are sometimes collectively herein referred to as the “Global Notes.”


 


The principal of (and premium, if any) and interest
on the Notes shall be payable at the office or agency of the Paying Agent designated by the Issuer maintained for such purpose (which
shall initially be the office of the Trustee maintained for such purpose), or at such other office or agency of the Issuer as may be maintained
for such purpose pursuant to ‎Section 2.3; provided, however, that, at the option of the Company, each installment
of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes
Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of
this paragraph. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be
made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive
Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes
represented by Definitive Notes will be made in accordance with the Notes Register, or 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 15 days immediately preceding the relevant due date for payment
(or such other date as the Trustee or Paying Agent, as applicable, may accept in its discretion).


 



    	 	59	 



     


    

 


The Notes may have notations, legends or endorsements
required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and in ‎Section 2.1(d) .
The Issuer shall approve any notation, endorsement or legend on the Notes. 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 and, to the extent applicable, the Issuer,
the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.


 


(c)           Denominations.
The Notes shall be issuable only in fully registered form in minimum denominations of $2,000 and any integral multiple of $1,000 in excess
thereof.


 


(d)           Restrictive
and Global Note Legends.


 


(1)            Unless
and until (i) an Initial Note or an Additional Note issued as a Restricted Note is sold under an effective registration statement
or (ii) the Issuer receives an Opinion of Counsel satisfactory to it to the effect that neither such legend nor the related restrictions
on transfer are required in order to maintain compliance with the provisions of the Securities Act, the Rule 144A Global Note, the
Regulation S Global Note, and shall each bear the following legend on the face thereof:


 


THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED
THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES
TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER
IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS
SET FORTH IN CLAUSE ‎(A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR
RESALE OF THE SECURITY EVIDENCED HEREBY.


 



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(2)         Each
Global Note, whether or not an Initial Note, shall bear the following legend on the face thereof:


 


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 THE AGENT OF
THE ISSUER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN 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 NOTE SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.


 


(e)            Book-Entry
Provisions. (i) This ‎Section 2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian
for DTC, and for which the applicable procedures of DTC shall govern.


 


(1)         Each
Global Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Notes Custodian
for DTC and (z) bear legends as set forth in ‎Section 2.1(d)(2). Transfers of a Global Note (but not a beneficial
interest therein) will be limited to transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except
as set forth in ‎Section 2.1(e)(4) and ‎2.1(f). If a beneficial interest in a Global Note is transferred
or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount
of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like
increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person
who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon
transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will
thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such
other Global Note for as long as it remains such an interest.


 






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(2)         Members
of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global
Note held on their behalf by DTC or by the Notes Custodian as the custodian of DTC or under such Global Note, and DTC 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 DTC or impair, as between DTC and its Agent Members, the
operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Note.


 


(3)         In
connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to ‎Section 2.1(f) to
beneficial owners who are required to hold Definitive Notes, the Notes Custodian shall reflect on its books and records the date and a
decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global
Note to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more
Definitive Notes of like tenor and amount.


 


(4)         In
connection with the transfer of an entire Global Note to beneficial owners pursuant to ‎Section 2.1(f), such Global Note
shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and
make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an
equal aggregate principal amount of Definitive Notes of authorized denominations.


 


(5)         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 which a Holder is entitled to take under this Indenture or the Notes.


 


(6)         Any
Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may
be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder
of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be
reflected in a book entry.


 






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(f)         Definitive
Notes. Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes.
Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC
notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or DTC ceases to be a clearing agency
registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case
a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuer in its sole discretion executes
and deliver to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an
Event of Default has occurred and is continuing and the Registrar has received a written request from DTC. In the event of the occurrence
of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence,
the Issuer shall promptly make available to the Registrar a reasonable supply of Definitive Notes. In addition, any Note transferred to
an affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an affiliate
in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either
the Issuer or any affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding
transfer restrictions in ‎Section 2.1(d)(1). If required to do so pursuant to any applicable law or regulation, beneficial owners
may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s
and the Registrar’s procedures.


 





(1)         Any
Definitive Note delivered in exchange for an interest in a Global Note pursuant to ‎Section 2.1(e) shall, except
as otherwise provided by ‎Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the
Global Note set forth in ‎Section 2.1(d)(1).


 


(2)         If
a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive
Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange
and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note,
the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive
Note representing the principal amount not so transferred.


 


(3)         If
a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being
transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or
more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer
or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Definitive Note (in the case of an exchange),
registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire
principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for
delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to
the untransferred or unexchanged portion of the canceled Definitive Notes, registered in the name of the Holder thereof.


 


(4)         Notwithstanding
anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial
interest in the Regulation S Global Note prior to the end of the Restricted Period.


 


Section 2.2.        Execution
and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer by manual, facsimile, electronic (including a digital
signature provided by DocuSign) or PDF signature as required by the Trustee. If the 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.


 


A Note shall not be valid until an authorized officer
of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has
been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication.


 






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At any time and from time to time after the execution
and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Notes for original issue
on the Issue Date in an aggregate principal amount of $500,000,000 and (2) subject to the terms of this Indenture, Additional Notes
for original issue in an unlimited principal amount, in each case upon a written order of the Issuer signed by one Officer (the “Issuer
Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount
of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether
the Notes are to be Initial Notes or Additional Notes. The Trustee may request and rely upon an Issuer Order prior to authenticating any
Notes hereunder.


 


The
Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes.
Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so and
act as custodian of DTC hereunder. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating
Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands and to deal
with Holders. As of the Issue Date, the Trustee has appointed The Huntington National Bank to act as Authenticating Agent.


 


In case any of the Issuer or any Guarantor, pursuant
to ‎Article IV or ‎Section 10.2, as applicable, shall be consolidated or merged with or into any other
Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person,
and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall
have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have
executed an indenture supplemental hereto with the Trustee pursuant to ‎Article IV, any of the Notes authenticated or
delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from
time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with
such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor
as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person,
shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall
at any time be authenticated and delivered in any new name of a successor Person pursuant to this ‎Section 2.2 in exchange
or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense
to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.


 


Section 2.3.     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 Registrar shall keep
a register of the Notes and of their transfer and exchange (the “Notes Register”). 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 and
the term “Registrar” includes any co-registrar.


 


The Issuer shall enter into an appropriate agency
agreement with any Registrar or Paying Agent 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 in writing of the name and address of each 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 7.7. The Issuer or any Guarantor may act as Paying Agent, Registrar or Transfer Agent.


 






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The Issuer initially appoints DTC to act as Depositary
with respect to the Global Notes. The Issuer initially appoints the Trustee as Registrar and Paying Agent for the Notes. The Issuer may
change any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and
to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment
by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the
case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written
notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance
with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee.


 


Section 2.4.     Paying
Agent to Hold Money in Trust. By no later than 11:00 a.m. (New York City time) on the date on which any principal of, premium,
if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available
funds to pay such principal, premium or interest when due. The Issuer shall require each Paying Agent (other than the Trustee) to agree
in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for
the payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer
or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such
payment and shall during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment
in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer 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 (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed
by such Paying Agent. Upon complying with this ‎Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary
of the Issuer) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar
proceeding with respect to the Issuer, the Trustee shall serve as Paying Agent for the Notes.


 


Section 2.5.     Holder
Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names
and addresses of Holders. If the Trustee is not the Registrar, the Issuer, on its own behalf and on behalf of each of the Guarantors,
shall furnish or cause the Registrar to furnish to the Trustee, in writing at least five (5) 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 Holders.


 


Section 2.6.     Transfer
and Exchange.


 


(a)           A
Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein)
for another Note or Notes of any authorized denomination by presenting to the Registrar a written request therefor stating the name of
the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by this
‎Section 2.6. The Registrar will promptly register any transfer or exchange that meets the requirements of this ‎Section 2.6
by noting the same in the Notes Register maintained by the Registrar for the purpose, and no transfer or exchange will be effective
until it is registered in such Notes Register. The transfer or exchange of any Note (or a beneficial interest therein) may only be made
in accordance with this ‎Section 2.6 and ‎Section 2.1(e) and ‎2.1(f), as applicable,
and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of DTC, Euroclear and
Clearstream. The Registrar shall refuse to register any requested transfer or exchange that does not comply with this paragraph.


 






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(b)           Transfers
of Rule 144A Notes. The following provisions shall apply with respect to any proposed registration of transfer of a Rule 144A
Note prior to the date that is one year after the later of the date of its 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”):


 


(1)         a
registration of transfer of a Rule 144A Note or a beneficial interest therein to a QIB shall be made upon the representation of the
transferee in the form as set forth on the reverse of the Note that it is purchasing 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, 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 its foregoing representations in order to claim the exemption
from registration provided by Rule 144A; provided that no such written representation or other written certification shall
be required in connection with the transfer of a beneficial interest in the Rule 144A Global Note to a transferee in the form of
a beneficial interest in that Rule 144A Global Note in accordance with this Indenture and the applicable procedures of DTC;


 


(2)         [reserved];
and


 


(3)         a
registration of transfer of a Rule 144A Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by
the Registrar or its agent of a certificate substantially in the form set forth in ‎Section 2.9 from the proposed transferee
and the delivery of an Opinion of Counsel, certification and/or other information satisfactory to the Issuer.


 


(c)           Transfers
of Regulation S Notes. The following provisions shall apply with respect to any proposed transfer of a Regulation S Note
prior to the expiration of the Restricted Period:


 


(1)         a
transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee,
in the form of assignment on the reverse of the certificate, that it is purchasing the 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, 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 its foregoing representations in order to claim the exemption from
registration provided by Rule 144A;


 


(2)         [reserved];
and


 






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(3)         a
transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Registrar
or its agent of a certificate substantially in the form set forth in ‎Section 2.9 from the proposed transferee and receipt
by the Registrar or its agent of an Opinion of Counsel, certification and/or other information satisfactory to the Issuer; provided
that no such written representation or other written certification shall be required in connection with the transfer of a beneficial
interest in the Regulation S Global Note to a transferee in the form of a beneficial interest in that Regulation S Global Note in accordance
with this Indenture and the applicable procedures of DTC.


 





After the expiration of the Restricted Period,
interests in the Regulation S Note may be transferred in accordance with applicable law without requiring the certification set
forth in ‎Section 2.9 or any additional certification.


 


(d)           Restricted
Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, the Registrar shall deliver
Notes that do not bear a Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted Notes Legend,
the Registrar shall deliver only Notes that bear a Restricted Notes Legend unless (1)  an Initial Note is being transferred
pursuant to an effective registration statement, (2) Initial Notes are being exchanged for Notes that do not bear the Restricted
Notes Legend in accordance with ‎Section 2.6(e) or (3) there is delivered to the Registrar and the Issuer an
Opinion of Counsel reasonably satisfactory to the Issuer to the effect that neither such legend nor the related restrictions on transfer
are required in order to maintain compliance with the provisions of the Securities Act. Any Additional Notes sold in a registered offering
shall not be required to bear the Restricted Notes Legend.


 


(e)           [Reserved].


 


(f)            Retention
of Written Communications. The Registrar shall retain copies of all letters, notices and other written communications received pursuant
to ‎Section 2.1 or this ‎Section 2.6. The Issuer shall have the right to inspect and make copies of all
such letters, notices or other written communications, at the Issuer’s expense, at any reasonable time upon the giving of reasonable
prior written notice to the Registrar.


 


(g)           Obligations
with Respect to Transfers and Exchanges of Notes. To permit registrations of transfers and exchanges, the Issuer shall, subject to
the other terms and conditions of this ‎Article II, execute and the Trustee shall authenticate Definitive Notes and Global
Notes at the Issuer’s and the Registrar’s written request.


 


No service charge shall be made to a Holder for
any registration of transfer or exchange, but the Issuer may require the Holder to pay 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
charges payable upon exchange or transfer pursuant to Sections ‎2.2, ‎2.6, ‎2.11, ‎2.13,
‎3.5, ‎5.6 or ‎9.5).


 


The Issuer (and the Registrar) shall not be required
to register the transfer of or exchange of any Note (A) for a period beginning (1) fifteen (15) calendar days before the
mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day
of such mailing (or electronic delivery) or (2) fifteen (15) calendar days before an interest payment date and ending on such
interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.


 






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Prior to the due presentation for registration
of transfer of any Note, the Issuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note
is registered as the owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2
of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including
without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Issuer, the Trustee, the
Paying Agent or the Registrar shall be affected by notice to the contrary.


 





Any
Definitive Note delivered in exchange for an interest in a Global Note pursuant to ‎Section 2.1(f) shall, except
as otherwise provided by ‎Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the
Definitive Note set forth in ‎‎‎Section 2.1(d)(1).


 


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.


 


(h)           No
Obligation of the Trustee. The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member
of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC 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 DTC) of any notice (including any notice of redemption or purchase) or the payment of any amount or
delivery of any Notes (or other security or property) 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 in respect of the Notes shall be given or made only to or upon the order of the
registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note
shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully
protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.


 


Neither the Registrar nor the Trustee shall have
any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture
or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC 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. Neither the Trustee nor any of its agents shall have
any responsibility for any actions taken or not taken by DTC.


 


Section 2.7.     [Reserved].


 


Section 2.8.     [Reserved].


 


Section 2.9.     Form of
Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S.


 


Option Care Health, Inc.





3000 Lakeside Dr. Suite 300N





Bannockburn, IL 60015





Telephone: 866-827-8203


Attention: General Counsel





 






    	 	68	 



     


    

 





Ankura Trust Company, LLC, as
Trustee

 140 Sherman Street, Fourth Floor





Fairfield, CT 06824





Attention: Administrator – Option Care Health





Telephone: (603) 389-2003





Facsimile: (603) 413-8737


 


Re:         Option
Care Health, Inc. (the “Issuer”)


 


43⁄8% Senior Notes due 2029 (the “Notes”)


 


Ladies and Gentlemen:


 


In connection with our proposed sale of $[________]
aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S (“Regulation
S”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly,
we represent that:


 


(a)         the
offer of the Notes was not made to a person in the United States;


 


(b)         either
(i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf
reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the
facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has
been pre-arranged with a buyer in the United States;


 


(c)         no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of
Regulation S, as applicable; and


 


(d)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


In addition, if the sale is made during a restricted
period and the provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2), Rule 903(b)(3) or
Rule 904(b)(1), as the case may be.


 


We also hereby certify that we [are][are not] an
Affiliate of the Issuer and, to our knowledge, the transferee of the Notes [is][is not] an Affiliate of the Issuer.


 


The Trustee and the Issuer are entitled to conclusively
rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative
or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate and not otherwise
defined herein have the meanings set forth in Regulation S.


 


	 	Very truly yours,
	 	 
	 	[Name of Transferor]
	 	 
	 	By:	 
	 	 	Authorized Signature



 






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Section 2.10.   [Reserved].


 


Section 2.11.   Mutilated,
Destroyed, Lost or Stolen Notes.


 


If a mutilated Note is surrendered to the Registrar
or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and upon receipt
of a Issuer Order, the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the UCC are met, such
that the Holder (a) satisfies the Issuer and the Trustee that such Note has been lost, destroyed or wrongfully taken within a reasonable
time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to
receiving such notification, (b) makes such request to the Issuer and the Trustee prior to the Note being acquired by a protected
purchaser as defined in Section 8-303 of the UCC (a “protected purchaser”), (c) satisfies any other reasonable
requirements of the Issuer and the Trustee and (d) provides an indemnity bond, as more fully described below; provided, however,
if after the delivery of such replacement Note, a protected purchaser of the Note for which such replacement Note was issued presents
for payment or registration such replaced Note, the Trustee and/or the Issuer shall be entitled to recover such replacement Note from
the Person to whom it was issued and delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or
the Trustee in connection therewith. Such Holder shall furnish an indemnity bond sufficient in the judgment of the (i) Trustee to
protect the Trustee and (ii) the Issuer to protect the Issuer, the Trustee, the Paying Agent and the Registrar, from any loss which
any of them may suffer if a Note is replaced, and, in the absence of notice to the Issuer, any Guarantor or the Trustee that such Note
has been acquired by a protected purchaser, the Issuer shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate
and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new
Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.


 


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


 


Upon the issuance of any new Note under this ‎Section 2.11,
the Issuer may require that such Holder pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of counsel and of the Trustee) in connection therewith.


 


Subject to the proviso in the initial paragraph
of this ‎Section 2.11, every new Note issued pursuant to this ‎Section 2.11, in lieu of any mutilated,
destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, any Guarantor (if applicable)
and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued
hereunder.


 


The provisions of this ‎Section 2.11
are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Notes.


 






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Section 2.12.   Outstanding
Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation, those paid pursuant to ‎Section 2.11 and those described in this ‎Section 2.12
as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided,
however, that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, the provisions
of ‎Section 13.4 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination
whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes
or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification
hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee has received written notice
as being held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding.


 





If a Note is replaced pursuant to ‎Section 2.11
(other than a mutilated Note surrendered for replacement), 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. A mutilated Note ceases to be outstanding upon surrender
of such Note and replacement pursuant to ‎Section 2.11.


 


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, premium, if any, and
accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be,
and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then
on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.


 


Section 2.13.   Temporary
Notes. In the event that Definitive Notes are to be issued under the terms of this Indenture, until such 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, and shall carry all rights, 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, upon receipt of an Issuer Order, authenticate Definitive
Notes. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the
temporary Notes at any office or agency maintained by the Issuer for that purpose and such exchange shall be without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute, and the Trustee shall, upon receipt of
an Issuer Order, authenticate and make available for delivery in exchange therefor, one or more Definitive Notes representing an equal
principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as a Holder of Definitive Notes.


 


Section 2.14.   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 all Notes surrendered
for registration of transfer, exchange, payment or cancellation and dispose of such Notes in accordance with its internal policies and
customary procedures (subject to the record retention requirements of the Exchange Act and the Trustee). If the Issuer or any Guarantor
acquires any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such
Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this ‎Section 2.14. The Issuer
may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason other than in connection
with a transfer or exchange.


 






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At such time as all beneficial interests in a Global
Note have either been exchanged for Definitive Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned
by DTC to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, 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.


 





Section 2.15.   Payment
of Interest; Defaulted Interest. Interest on any Note which is payable, and is punctually paid or duly provided for, on any interest
payment date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business
on the regular record date for such payment at the office or agency of the Issuer maintained for such purpose pursuant to ‎Section 2.3.


 


Any interest on any Note which is payable, but
is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be payable
to the Holder on the regular record date, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at
the rate borne by the Notes (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”)
shall be paid by the Issuer, at its election, as provided in Sections ‎2.15(a) or ‎2.15(b) below:


 


(a)           The
Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective predecessor Notes)
are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each Note and the date (not less than 30 days after such notice) of the proposed payment (the “Special Interest
Payment Date”), and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior
to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this ‎Section 2.15(a). Thereupon
the Issuer shall fix a record date (the “Special Record Date”) for the payment of such Defaulted Interest, which date
shall be not more than twenty (20) calendar days and not less than fifteen (15) calendar days prior to the Special Interest
Payment Date and not less than ten (10) calendar days after the receipt by the Trustee of the notice of the proposed payment.
The Issuer shall promptly notify the Trustee in writing of such Special Record Date, and in the name and at the expense of the Issuer,
the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment
Date therefor to be given in the manner provided for in ‎Section 13.1,
not less than ten (10) calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be paid on
the Special Interest Payment Date to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the
close of business on such Special Record Date and shall no longer be payable pursuant to the provisions in ‎Section 2.15(b).


 


(b)           The
Issuer may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written notice given by
the Issuer to the Trustee of the proposed payment pursuant to this ‎Section 2.15(b),
such manner of payment shall be deemed practicable by the Trustee.


 






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Subject to the foregoing provisions of this ‎Section 2.15,
each Note delivered under this Indenture upon registration of, transfer of or in exchange for or in lieu of any other Note shall carry
the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.


 





Section 2.16.   CUSIP
and ISIN Numbers.


 


The Issuer in issuing the Notes may use “CUSIP”
and “ISIN” numbers and, if so, the Trustee shall use “CUSIP and “ISIN” numbers in notices of redemption
or purchase as a convenience to Holders; provided, however, the Trustee shall have no liability for any defect in the CUSIP
number as they appear on any Notes, notice or elsewhere and that any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Notes or as contained in any notice of a redemption or purchase and that reliance may be placed
only on the other identification numbers printed on the Notes, and any such redemption or purchase shall not be affected by any defect
in or omission of such CUSIP and ISIN numbers. The Issuer shall promptly notify the Trustee in writing of any change in the CUSIP and
ISIN numbers.


 


Article III


 


COVENANTS


 


Section 3.1.     Payment
of Notes. The Issuer shall promptly pay the principal of, premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes and in this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if by
11:00 a.m. New York City time on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient
to pay all principal, premium, if any, and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited
from paying such money to the Holders on that date pursuant to the terms of this Indenture.


 


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 same rate to the extent
lawful.


 


Notwithstanding anything to the contrary contained
in this Indenture, the Issuer may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed
by the United States of America from principal or interest payments hereunder.


 


Section 3.2.     Limitation
on Indebtedness.


 


(a)         The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness);
provided, however, that the Company and any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness), if
on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), (x) the
Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries is no less than 2.00 to 1.00 or (y) the Total Net Consolidated
Total Leverage Ratio is less than or equal to 6.00 to 1.00; provided, further, that Non-Guarantor Subsidiaries may not Incur Indebtedness
under this ‎Section 3.2(a) if, after giving pro forma effect to such Incurrence (including a pro forma application
of the net proceeds therefrom), more than an aggregate of the greater of (a) $85.0 million and (b) 35.0% of LTM EBITDA of Indebtedness
of Non-Guarantor Subsidiaries would be outstanding pursuant to this ‎Section 3.2(a) and ‎Section 3.2(b)(5) (other
than ‎Section 3.2(b)(5)(a) or ‎Section 3.2(b)(5)(b)(iii) thereof) at such time.


 






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(b)           ‎Section 3.2(a) will
not prohibit the Incurrence of the following Indebtedness (collectively, “Permitted Debt”):


 


(1)         (X) Indebtedness
Incurred under any Credit Facility by the Company or any of its Restricted Subsidiaries (including letters of credit or bankers’
acceptances issued or created under any Credit Facility) and Guarantees in respect of such Indebtedness, up to an aggregate principal
amount equal to the sum of (I) $600.0 million, plus (II)(i) the greater of (x) $175.0 million and (y) the Borrowing
Base, plus (ii) $50.0 million, and (III) the greater of (x) $252.0 million and (y) 100% of LTM EBITDA and (IV) the
maximum amount of Indebtedness that the Company and its Restricted Subsidiaries could incur, after all amounts have been incurred under
clause (IV), such that (A) if such Indebtedness incurred has pari passu lien priority relative to the First Lien Credit Agreement
with respect to the collateral securing such Indebtedness, the Consolidated First Lien Secured Leverage Ratio is equal to or less than
4.75 to 1.00 on a pro forma basis (provided that, for purposes of determining the amount that may be Incurred under this clause (IV)(A),
all Indebtedness Incurred under this clause (IV)(A) shall be deemed to be Secured Indebtedness with pari passu Lien priority relative
to the First Lien Credit Agreement for the purpose of the definition of Consolidated First Lien Secured Leverage Ratio), or (B) if
such Indebtedness incurred has Junior Lien Priority relative to the First Lien Credit Agreement with respect to the collateral securing
such Indebtedness, the Consolidated Secured Leverage Ratio is equal to or less than 6.00 to 1.00 on a pro forma basis (provided that,
for purposes of determining the amount that may be Incurred under this clause (IV)(B), all Indebtedness Incurred under clause (IV)(B) and
this clause (IV)(B) shall be deemed to be Secured Indebtedness for the purpose of the definition of Consolidated Secured Leverage
Ratio), and (Y) in the case of any refinancing of any Indebtedness permitted under this clause or any portion thereof, the aggregate
amount of fees, underwriting discounts, accrued and unpaid interest, premiums (including, without limitation, tender premiums) and other
costs and expenses (including, without limitation, original issue discount, upfront fees or similar fees) Incurred in connection with
such refinancing, and any Refinancing Indebtedness in respect thereof;


 


(2)         Guarantees
by the Company or any Restricted Subsidiary of Indebtedness or other obligations of the Company or any Restricted Subsidiary so long as
the Incurrence of such Indebtedness or other obligations is not prohibited by the terms of this Indenture;


 


(3)         Indebtedness
of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company
or any Restricted Subsidiary; provided, however, that if a Guarantor incurs such Indebtedness owing to a Restricted Subsidiary that is
not a Guarantor, excluding any Indebtedness in respect of accounts payable incurred in connection with goods and services rendered in
the ordinary course of business or consistent with past practice (and not in connection with the borrowing of money), such Indebtedness
is expressly subordinated in right of payment (but only to the extent permitted by applicable law and to the extent such subordination
does not result in material adverse tax consequences) to the Note Guarantee of such Guarantor; provided, further, that any subsequent
issuance or transfer (other than the incurrence of a Permitted Lien) of any Capital Stock or any other event that results in any such
Restricted Subsidiary to which such Indebtedness is owed ceasing to be a Restricted Subsidiary or any other subsequent transfer of any
such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien
(but not foreclosure thereon)) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this ‎Section 3.2(b)(3);


 






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(4)         Indebtedness
represented by (a) the Notes (other than any Additional Notes), including any Note Guarantee thereof, (b) any Indebtedness (other
than Indebtedness incurred pursuant to Sections ‎3.2(b)(1), ‎3.2(b)(2), ‎3.2(b)(3) and ‎3.2(b)(4)(a))
outstanding on the Issue Date and any Guarantee thereof, (c) Refinancing Indebtedness (including, with respect to the Notes and any
Guarantee thereof) Incurred in respect of any Indebtedness described in this ‎Section 3.2(b)(4) or in ‎Section 3.2(b)(5) or
Incurred pursuant to ‎Section 3.2(a), and (d) Management Advances;


 





(5)         Indebtedness
of (x) the Company or any Restricted Subsidiary Incurred or issued to finance an acquisition or Investment or (y) Persons that
are acquired by the Company or any Restricted Subsidiary or merged into, amalgamated or consolidated with the Company or a Restricted
Subsidiary in accordance with the terms of this Indenture (including designating an Unrestricted Subsidiary as a Restricted Subsidiary);


 


		(a)	in an aggregate amount not to exceed the greater of (a) $38.0 million and (b) 15.0% of LTM EBITDA at any time outstanding
and any Refinancing Indebtedness in respect thereof; plus



 


		(b)	unlimited additional Indebtedness; provided that after giving pro forma effect to such acquisition, merger, amalgamation or
consolidation, either:



 


		i.	the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to ‎Section 3.2(a);



 


		ii.	either the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries would not be lower or the Consolidated Total
Leverage Ratio of the Company and the Restricted Subsidiaries would not be higher, in each case, than immediately prior to such acquisition,
merger, amalgamation or consolidation; or



 


		iii.	such Indebtedness constitutes Acquired Indebtedness (other than Indebtedness Incurred in contemplation of the transaction or series
of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted
Subsidiary); provided that the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such
Indebtedness prior to such acquisition, merger, amalgamation or consolidation;



 


provided,
that, on a pro forma basis, the amount of Indebtedness that may be Incurred by Non-Guarantor Subsidiaries pursuant to this ‎Section 3.2(b)(5) (other
than pursuant to ‎Section 3.2(b)(5)(a) or ‎Section 3.2(b)(5)(b)(iii), together with amounts Incurred
and outstanding by Non-Guarantor Subsidiaries pursuant to the second proviso to the first paragraph of this covenant shall not at any
one time outstanding exceed the greater of (x) $65.0 million and (y) 25% of LTM EBITDA at any time of Incurrence pursuant to
this ‎Section 3.2(b)(5);


 


(6)         Hedging
Obligations (excluding Hedging Obligations entered into for speculative purposes);


 






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(7)         Indebtedness
(i) represented by Finance Lease Obligations or Purchase Money Obligations in an aggregate outstanding principal amount which, when
taken together with the principal amount of all other Indebtedness Incurred pursuant to this ‎Section 3.2(b)(7) and
then outstanding, does not exceed the amount of Finance Lease Obligations and Purchase Money Obligations outstanding on the Issue Date
plus the greater of (a) $76.0 million and (b) 30.0% of LTM EBITDA, and any Refinancing Indebtedness in respect thereof and (ii) arising
out of Sale and Leaseback Transactions to the extent not prohibited by ‎Section 3.5 in an aggregate outstanding principal
amount which, when taken together with the principal amount of all other Indebtedness incurred pursuant to this ‎Section 3.2(b)(7)(ii) and
then outstanding, does not exceed the amount of such Indebtedness outstanding on the Issue Date plus the greater of (a) $76.0 million
and (b) 30.0% of LTM EBITDA and any Refinancing Indebtedness in respect thereof;


 





(8)         Indebtedness
in respect of (a) workers’ compensation claims, health, disability or other employee benefits, property, casualty or liability
insurance, self-insurance obligations, customer guarantees, performance, indemnity, surety, judgment, bid, appeal, advance payment (including
progress premiums), customs, value added or other Tax or other guarantees or other similar bonds, instruments or obligations and completion
guarantees and warranties provided by the Company or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred
in the ordinary course of business or consistent with past practice; (b) the honoring by a bank or other financial institution of
a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or consistent with past practice;
provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; (c) customer deposits and advance
payments (including progress premiums) received in the ordinary course of business or consistent with past practice from customers for
goods or services purchased in the ordinary course of business or consistent with past practice; (d) letters of credit, bankers’
acceptances, discounted bills of exchange, discounting or factoring of receivables or payables for credit management purposes, warehouse
receipts, guarantees or other similar instruments or obligations issued or entered into, or relating to liabilities or obligations Incurred
in the ordinary course of business or consistent with past practice; (e) Cash Management Obligations; (f) Settlement Indebtedness;
and (g) ABL Banking Services Obligations;


 


(9)         Indebtedness
arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs, deferred purchase price or other
adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition
or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred
by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition);
provided that the maximum liability of the Company and its Restricted Subsidiaries in respect of all such Indebtedness in connection with
a disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received
and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection
with such disposition;


 


(10)       Indebtedness
in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant
to this ‎Section 3.2(b)(10) and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Company
from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock or otherwise contributed to the equity (in each
case, other than through the issuance of Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) of the Company, in
each case, subsequent to the Issue Date, and any Refinancing Indebtedness in respect thereof; provided, however, that (i) any such
Net Cash Proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments to the extent
the Company and its Restricted Subsidiaries Incur Indebtedness in reliance thereon and (ii) any Net Cash Proceeds that are so received
or contributed shall be excluded for purposes of Incurring Indebtedness pursuant to this ‎Section 3.2(b)(10) to the
extent such Net Cash Proceeds or cash have been applied to make Restricted Payments;


 






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(11)       Indebtedness
of Non-Guarantor Subsidiaries in an aggregate amount not to exceed the greater of (a) $76.0 million and (b) 30.0% of LTM EBITDA
at any time outstanding and any Refinancing Indebtedness in respect thereof;


 


(12)       (a) Indebtedness
issued by the Company or any of its Subsidiaries to any future, present or former employee, director, officer, manager, contractor, consultant
or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries
or any Parent Entity, in each case to finance the purchase or redemption of Capital Stock of the Company or any Parent Entity that is
not prohibited by ‎Section 3.3 and (b) Indebtedness consisting of obligations under deferred compensation or any
other similar arrangements incurred in the ordinary course of business, consistent with past practice, any Investment or any acquisition
(by merger, consolidation, amalgamation or otherwise);


 


(13)       Indebtedness
of the Company or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay
obligations contained in supply arrangements, in each case Incurred in the ordinary course of business or consistent with past practice;


 


(14)       Indebtedness
in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant
to this ‎Section 3.2(b)(14) and then outstanding will not exceed the greater of (a) $140.0 million and (b) 55.0%
of LTM EBITDA and any Refinancing Indebtedness in respect thereof;


 


(15)       Indebtedness
(i) in respect of any Qualified Securitization Financing or any Receivables Facility, or (ii) Incurred pursuant to factoring
financings, securitizations, asset-backed loans and financings (howsoever described or structured), receivables financings or similar
arrangements, in each case, that will not exceed the greater of (a) $25.5 million and (b) 10.0% of LTM EBITDA and any Refinancing
Indebtedness in respect thereof;


 


(16)       Indebtedness
of the Company or any of its Restricted Subsidiaries arising pursuant to any Permitted Tax Restructuring, Permitted Intercompany Activities
and related transactions;


 


(17)       Indebtedness
supported by letters of credit in an amount not to exceed $45 million outstanding at any time;


 


(18)       any
obligation, or guaranty of any obligation, of the Company or any Restricted Subsidiary to reimburse or indemnify a Person extending credit
to customers of the Company or a Restricted Subsidiary incurred in the ordinary course of business or consistent with past practice for
all or any portion of the amounts payable by such customers to the Person extending such credit;


 


(19)       Indebtedness
to a customer to finance the acquisition of any equipment necessary to perform services for such customer; provided that the terms of
such Indebtedness are consistent with those entered into with respect to similar Indebtedness prior to the Issue Date, including that
(i) the repayment of such Indebtedness is conditional upon such customer ordering a specific volume of goods or services and (ii) such
Indebtedness does not bear interest or provide for scheduled amortization or maturity;


 






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(20)       obligations
in respect of Disqualified Stock in an amount not to exceed the greater of $51.0 million and 20.0% of LTM EBITDA outstanding at any time;


 


(21)       Indebtedness
incurred by the Company or any of its Restricted Subsidiaries to the extent that the net proceeds thereof are promptly deposited with
the Trustee to satisfy or discharge the Notes or exercise the Company’s legal defeasance or covenant defeasance, in each case, in
accordance with this Indenture;


 


(22)       Indebtedness
of any joint venture that is a Restricted Subsidiary and Guarantees by the Company or any Restricted Subsidiary of Indebtedness of joint
ventures not to exceed the greater of (a) $51.0 million and (b) 20.0% of LTM EBITDA at any time outstanding and any Refinancing
Indebtedness in respect thereof;


 


(23)       Indebtedness
or Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate
principal amount or liquidation preference, which, when aggregated with the principal amount and liquidation preference of all other Indebtedness,
Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this ‎Section 3.2(b)(23), does not at
any time outstanding exceed the Available RP Capacity Amount (determined on the date of such incurrence); it being understood that any
Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this ‎Section 3.2(b)(23) shall cease to be deemed
incurred or outstanding for purposes of this ‎Section 3.2(b)(23) but shall be deemed incurred for the purposes of the
first paragraph of this covenant from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such
Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this ‎Section 3.2(b)(23);
and


 


(24)       all
premiums (if any), interest (including post-petition interest), dividends, fees, expenses, charges and additional or contingent interest
on obligations described in Sections ‎3.2(b)(1) through
‎3.2(b)(23) above.


 


(c)           For
purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and
in compliance with, this ‎Section 3.2:


 


(1)         subject
to ‎Section 3.2(c)(3) below, in the event that all or any portion of any item of Indebtedness
meets the criteria of more than one of the types of Indebtedness described in ‎Section 3.2(a) and
‎Section 3.2(b), the Company, in its sole discretion,
will classify, and may from time to time reclassify, such item of Indebtedness and only be required to include the amount and type of
such Indebtedness in ‎Section 3.2(a) or
one of the clauses of ‎Section 3.2(b);


 


(2)         additionally,
all or any portion of any item of Indebtedness may later be reclassified as having been Incurred pursuant to any type of Indebtedness
described in ‎Section 3.2(a) or ‎Section 3.2(b) so
long as such Indebtedness is permitted to be Incurred pursuant to such provision and any related Liens are permitted to be Incurred at
the time of reclassification (it being understood that any Indebtedness incurred pursuant to one of the clauses of ‎Section 3.2(b) shall
cease to be deemed incurred or outstanding for purposes of such clause but shall be deemed incurred for the purposes of ‎Section 3.2(a) from
and after the first date on which the Company or its Restricted Subsidiaries could have incurred such Indebtedness under ‎Section 3.2(a) without
reliance on such clause);


 






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(3)         all
Indebtedness outstanding on the Issue Date under the First Lien Credit Agreement shall be deemed to have been Incurred on the Issue Date
under ‎Section 3.2(b)(1);


 





(4)         in
the case of any Refinancing Indebtedness, when measuring the outstanding amount of such Indebtedness, such amount shall not include the
aggregate amount of fees, underwriting discounts, accrued and unpaid interest, dividends, premiums (including, without limitation, tender
premiums), defeasance costs, fees and other costs and expenses (including, without limitation, original issue discount, upfront fees or
similar fees) Incurred in connection with such refinancing;


 


(5)         Guarantees
of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness
that is otherwise included in the determination of a particular amount of Indebtedness shall not be included;


 


(6)         if
obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant to any Credit
Facility and are being treated as incurred pursuant to ‎Section 3.2(a) or
‎Section 3.2(b) and the letters of credit,
bankers’ acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included;


 


(7)         the
principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will
be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase
premium) or the liquidation preference thereof;


 


(8)         Indebtedness
permitted by this ‎Section 3.2 need not be permitted
solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one
or more other provisions of this ‎Section 3.2
permitting such Indebtedness;


 


(9)         for
all purposes under this Indenture, including for purposes of calculating the Fixed Charge Coverage Ratio, the Consolidated Secured Leverage
Ratio, the Consolidated First Lien Secured Leverage Ratio or the Consolidated Total Leverage Ratio, as applicable, in connection with
the incurrence, issuance or assumption of any Indebtedness pursuant to ‎Section 3.2(a) or
‎Section 3.2(b) or the incurrence or creation
of any Lien pursuant to the definition of “Permitted Liens” or otherwise, the Company may elect, at its option, to treat
all or any portion of the committed amount of any Indebtedness (and the issuance and creation of letters of credit and bankers’
acceptances thereunder) which is to be incurred (or any commitment in respect thereof) or secured by such Lien, as the case may be (any
such committed amount elected until revoked as described below, the “Reserved Indebtedness Amount”), as being incurred as
of such election date, and, if such Fixed Charge Coverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated First Lien
Secured Leverage Ratio, the Consolidated Total Leverage Ratio or other provision of this Indenture, as applicable, is complied with (or
satisfied) with respect thereto on such election date, any subsequent borrowing or reborrowing thereunder (and the issuance and creation
of letters of credit and bankers’ acceptances thereunder) will be deemed to be permitted under this ‎Section 3.2
or the definition of “Permitted Liens,” as applicable, whether or not the Fixed
Charge Coverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated First Lien Secured Leverage Ratio, the Consolidated
Total Leverage Ratio or other provision of this Indenture, as applicable, at the actual time of any subsequent borrowing or reborrowing
(or issuance or creation of letters of credit or bankers’ acceptances thereunder) is complied with (or satisfied) for all purposes
(including as to the absence of any continuing Default or Event of Default); provided that for purposes of subsequent calculations of
the Fixed Charge Coverage Ratio, the Consolidated Secured Leverage Ratio, the Consolidated First Lien Secured Leverage Ratio, the Consolidated
Total Leverage Ratio or other provision of this Indenture, as applicable, the Reserved Indebtedness Amount shall be deemed to be outstanding,
whether or not such amount is actually outstanding, for so long as such commitments are outstanding or until the Company revokes an election
of a Reserved Indebtedness Amount;


 






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(10)       notwithstanding
anything in this ‎Section 3.2 to the contrary,
in the case of any Indebtedness incurred to refinance Indebtedness initially incurred in reliance on ‎Section 3.2(b) measured
by reference to a percentage of LTM EBITDA at the time of Incurrence, if such refinancing would cause the percentage of LTM EBITDA restriction
to be exceeded if calculated based on the percentage of LTM EBITDA on the date of such refinancing, such percentage of LTM EBITDA restriction
shall not be deemed to be exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount
of such Indebtedness being refinanced, plus accrued and unpaid interest, dividends, premiums (including tender premiums), defeasance costs,
underwriting discounts, fees, costs and expenses (including original issue discount, upfront fees or similar fees) in connection with
such refinancing; and


 


(11)       the
amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in
respect thereof determined on the basis of GAAP.


 


Accrual of interest, accrual of dividends, the
accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional
Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification
of commitments or obligations not treated as Indebtedness due to a change in GAAP, will not be deemed to be an Incurrence of Indebtedness
for purposes of this ‎Section 3.2.


 


If at any time an Unrestricted Subsidiary becomes
a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of the Company
as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this ‎Section 3.2, the
Company shall be in default of this ‎Section 3.2).


 


For purposes of determining compliance with any
U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated
in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred,
in the case of term debt, or first committed, in the case of revolving credit debt; provided, that if such Indebtedness is Incurred to
refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated
restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed
(a) the principal amount of such Indebtedness being refinanced plus (b) the aggregate amount of accrued and unpaid interest,
dividends, premiums (including tender premiums) defeasance costs, underwriting discounts, fees, costs and expenses (including original
issue discount, upfront fees or similar fees) Incurred in connection with such refinancing.


 






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Notwithstanding any other provision of this ‎Section 3.2,
the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant to this ‎Section 3.2
shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any
Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall
be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated
that is in effect on the date of such refinancing.


 


For purposes of this Indenture, (1) unsecured
Indebtedness shall not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured and (2) senior
Indebtedness shall not be treated as subordinated or junior to any other senior Indebtedness merely because it has a junior priority
with respect to the same collateral or is secured by different collateral or because it is guaranteed by different obligors.


 


The Trustee shall not be responsible, or have
any liability, for the calculation of any basket or ratio under this Indenture or compliance with any provision under this Indenture
in connection with any Limited Condition Transaction or any LCT Election.


 


Section 3.3.      Limitation
on Restricted Payments.


 


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


 


(1)            declare
or pay any dividend or make any distribution on or in respect of the Company’s or any Restricted Subsidiary’s Capital Stock
(including, without limitation, any such payment in connection with any merger or consolidation involving the Company or any of its Restricted
Subsidiaries) except:


 


(i)            dividends,
payments or distributions payable in Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights
to purchase such Capital Stock of the Company; or


 


(ii)           dividends,
payments or distributions payable to the Company or a Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making
such dividend or distribution, to holders of its Capital Stock other than the Company or another Restricted Subsidiary on no more than
a pro rata basis);


 


(2)            purchase,
repurchase, redeem, retire or otherwise acquire or retire for value any Capital Stock of the Company or any Parent Entity held by Persons
other than the Company or a Restricted Subsidiary;


 


(3)            purchase,
repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking
fund payment, the principal amount of any Subordinated Indebtedness (other than (i) any such purchase, repurchase, redemption, defeasance
or other acquisition or retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity,
in each case, due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement and
(ii) any Indebtedness Incurred pursuant to ‎Section 3.2(b)(3)); or


 


(4)            make
any Restricted Investment;


 






    	 	81	 



     


    

 


(any such dividend, distribution, payment, purchase, redemption,
repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in Sections 3.3(a)(1) through
3.3(a)(4) are referred to herein as a “Restricted Payment”), if at the time the Company or such Restricted
Subsidiary makes such Restricted Payment:


 


(i)            other
than in the case of a Restricted Investment, an Event of Default shall have occurred and be continuing (or would immediately thereafter
result therefrom);


 


(ii)           other
than in the case of (i) a Restricted Investment and (ii) amounts attributable to Section 3.3(a)(iii)(A) and
‎Section 3.3(a)(iii)(C) through Section 3.3(a)(iii)(F), the Company is not able to incur an additional
$1.00 of Indebtedness pursuant to ‎Section 3.2(a) immediately after giving effect, on a pro forma basis, to such
Restricted Payment; and


 


(iii)          the
aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent to the Issue Date (and not returned or
rescinded) (including Permitted Payments made pursuant to ‎Section 3.3(b)(1) (without duplication) and ‎Section 3.3(b)(10),
but excluding all other Restricted Payments made pursuant to ‎Section 3.3(b)) would exceed the sum of (without duplication):


 


(A)            the
greater of (a) $100.0 million and (b) 40.0% of LTM EBITDA;


 


(B)            50.0%
of Consolidated Net Income for 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 for which consolidated financial
statements of the Company are available (which may, at the Company’s election, be internal financial statements) (or, in the case
such Consolidated Net Income is a deficit, minus 100% of such deficit); provided that the amount taken into account pursuant to
this ‎Section 3.3(a)(iii)(B) shall not be less than zero;


 


(C)            100.0%
of the aggregate cash, and the fair market value of property or assets or marketable securities, received by the Company from the issue
or sale of its Capital Stock or as the result of a merger or consolidation with another Person subsequent to the Issue Date or otherwise
contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Company subsequent
to the Issue Date (other than (x) Net Cash Proceeds or property or assets or marketable securities received from an issuance or
sale of such Capital Stock to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any
Subsidiary of the Company for the benefit of its employees to the extent funded by the Company or any Restricted Subsidiary, (y) cash
or property or assets or marketable securities to the extent that any Restricted Payment has been made from such proceeds in reliance
on ‎Section 3.3(b)(6) and (z) Excluded Contributions);


 


(D)            100.0%
of the aggregate cash, and the fair market value of property or assets or marketable securities, received by the Company or any Restricted
Subsidiary from the issuance or sale (other than to the Company or a Restricted Subsidiary of the Company or an employee stock ownership
plan or trust established by the Company or any Subsidiary of the Company for the benefit of their employees to the extent funded by
the Company or any Restricted Subsidiary) by the Company or any Restricted Subsidiary subsequent to the Issue Date of any Indebtedness,
Disqualified Stock or Designated Preferred Stock that has been converted into or exchanged for Capital Stock of the Company (other than
Disqualified Stock or Designated Preferred Stock) plus, without duplication, the amount of any cash, and the fair market value of property
or assets or marketable securities, received by the Company or any Restricted Subsidiary upon such conversion or exchange;


 






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(E)            100.0%
of the aggregate amount received in cash and the fair market value, as determined in good faith by the Company, of marketable securities
or other property received by means of: (i) the sale or other disposition (other than to the Company or a Restricted Subsidiary)
of, or other returns on Investment from, Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and
redemptions of, or cash distributions or cash interest received in respect of, such Restricted Investments from the Company or its Restricted
Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Company
or its Restricted Subsidiaries, in each case after the Issue Date; or (ii) the sale (other than to the Company or a Restricted Subsidiary)
of the stock of an Unrestricted Subsidiary or a dividend, payment or distribution from an Unrestricted Subsidiary (other than to the
extent of the amount of the Investment that constituted a Permitted Investment or was made under ‎Section 3.3(b)(16)
and will increase the amount available under the applicable clause of the definition of “Permitted Investment” or ‎Section 3.3(b)(16)
as the case may be) or a dividend from an Unrestricted Subsidiary after the Issue Date;


 


(F)            in
the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of
an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an
Unrestricted Subsidiary to the Company or a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such
Unrestricted Subsidiary (or the assets transferred), as determined in good faith by the Company at the time of the redesignation of such
Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation or consolidation or transfer of assets
(after taking into consideration any Indebtedness associated with the Unrestricted Subsidiary so designated or merged, amalgamated or
consolidated or Indebtedness associated with the assets so transferred), other than to the extent of the amount of the Investment that
constituted a Permitted Investment or was made under ‎Section 3.3(b)(16) and will increase the amount available under
the applicable clause of the definition of “Permitted Investment” or ‎Section 3.3(b)(16), as the case may
be; plus


 


(G)            the
amount of any Declined Excess Proceeds other than to the extent of any amount of any Restricted Payments made under ‎Section 3.3(b)(22).


 


(b)            ‎Section 3.3(a) will
not prohibit any of the following (collectively, “Permitted Payments”):


 


(1)            the
payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment
would have complied with the provisions of this Indenture or the redemption, repurchase or retirement of Indebtedness if, at the date
of any redemption notice, such payment would have complied with the provisions of this Indenture;


 






    	 	83	 



     


    

 


(2)            (a) any
prepayment, purchase, repurchase, redemption, defeasance, discharge, retirement or other acquisition of Capital Stock, including any
accrued and unpaid dividends thereon (“Treasury Capital Stock”) or Subordinated Indebtedness made by exchange (including
any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance
of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company or any Parent
Entity to the extent contributed to the Company (in each case, other than Disqualified Stock or Designated Preferred Stock) (“Refunding
Capital Stock”), (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially
concurrent sale or issuance (other than to a Subsidiary of the Company or to an employee stock ownership plan or any trust established
by the Company or any of its Subsidiaries) of Refunding Capital Stock and (c) if immediately prior to the retirement of Treasury
Capital Stock, the declaration and payment of dividends thereon was permitted under ‎Section 3.3(b)(13), the declaration
and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem,
repurchase, retire or otherwise acquire any Capital Stock of a Parent Entity) in an aggregate amount per year no greater than the aggregate
amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;


 


(3)            any
prepayment, purchase, repurchase, exchange, redemption, defeasance, discharge or other acquisition or retirement of Subordinated Indebtedness
made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness permitted to be Incurred
pursuant to ‎Section 3.2;


 


(4)            any
prepayment, purchase, repurchase, exchange, redemption, defeasance, discharge or other acquisition or retirement of Preferred Stock of,
the Company or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred
Stock of the Company or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to ‎Section 3.2;


 


(5)            any
prepayment, purchase, repurchase, exchange, redemption, defeasance, discharge or other acquisition or retirement of Subordinated Indebtedness
or Disqualified Stock or Preferred Stock of a Restricted Subsidiary:


 


(i)            from
Net Available Cash to the extent permitted under ‎Section 3.5, but only if the Company shall have first complied with
‎Section 3.5 and purchased all Notes tendered pursuant to any offer to repurchase all the Notes required thereby, prior
to prepaying, purchasing, repurchasing, redeeming, defeasing, discharging or otherwise acquiring or retiring such Subordinated Indebtedness,
Disqualified Stock or Preferred Stock; or


 


(ii)            to
the extent required by the agreement governing such Subordinated Indebtedness, Disqualified Stock or Preferred Stock, following the occurrence
of (i) a Change of Control (or other similar event described therein as a “change of control”) or (ii) an Asset
Disposition (or other similar event described therein as an “asset disposition” or “asset sale”), but only if
the Company shall have first complied with ‎Section 3.5 or ‎Section 3.9, as applicable, and purchased
all Notes tendered pursuant to the offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming,
defeasing or otherwise acquiring or retiring such Subordinated Indebtedness, Disqualified Stock or Preferred Stock; or


 






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(iii)            consisting
of Acquired Indebtedness (other than Indebtedness Incurred (A) to provide all or any portion of the funds utilized to consummate
the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired
by the Company or a Restricted Subsidiary or (B) otherwise in connection with or contemplation of such acquisition);


 


(6)            a
Restricted Payment to pay for the prepayment, purchase, repurchase, redemption, defeasance, discharge, retirement or other acquisition
of Capital Stock of the Company or any Parent Entity held by any future, present or former employee, director, officer, manager, contractor,
consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries
or any Parent Entity pursuant to any management equity plan, stock option plan, phantom equity plan or any other management, employee
benefit or other compensatory plan or agreement (and any successor plans or arrangements thereto), employment, termination or severance
agreement, or any stock subscription or equityholder agreement (including, for the avoidance of doubt, any principal and interest payable
on any Indebtedness issued by the Company or any Parent Entity in connection with such prepayment, purchase, repurchase, redemption,
defeasance, discharge, retirement or other acquisition), including any Capital Stock rolled over, accelerated or paid out by or to any
employee, director, officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate
Family Members) of the Company, any of its Subsidiaries or any Parent Entity in connection with any transaction; provided, however,
that the aggregate Restricted Payments made under this ‎Section 3.3(b)(6) do not exceed the greater of $25.5 million
and 10.0% of LTM EBITDA and in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar
years subject to a maximum (without giving effect to the following proviso) of $51.0 million and 20.0% of LTM EBITDA, in any calendar
year); provided, further, that such amount in any calendar year may be increased by an amount not to exceed:


 


(i)   
           the cash proceeds from the sale of
Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Company and, to the extent contributed to the
capital of the Company (other than through the issuance of Disqualified Stock or Designated Preferred Stock or an Excluded
Contribution), Capital Stock of any Parent Entity, in each case to members of management, directors or consultants (or their
respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any Parent
Entity that occurred after the Issue Date, to the extent the cash proceeds from the sale of such Capital Stock have not otherwise
been applied to the payment of Restricted Payments by virtue of ‎Section 3.3(a)(iii); plus


 


(ii)        
     the cash proceeds of key man life insurance policies received by the
Company and its Restricted Subsidiaries (or any Parent Entity to the extent contributed to the Company) after the Issue Date; less


 


(iii)      
      the amount of any Restricted Payments made in previous calendar
years pursuant to Sections ‎3.3(b)(6)(i) and ‎3.3(b)(6)(ii);


 


and provided further that (i) cancellation of
Indebtedness owing to the Company or any Restricted Subsidiary from any future, present or former employee, director, officer, manager,
contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company or
Restricted Subsidiaries or any Parent Entity in connection with a repurchase of Capital Stock of the Company or any Parent Entity and
(ii) the repurchase of Capital Stock deemed to occur upon the exercise of options, warrants or similar instruments if such Capital
Stock represents all or a portion of the exercise price thereof and payments, in lieu of the issuance of fractional shares of such Capital
Stock or withholding to pay other Taxes payable in connection therewith, in the case of each of clauses (i) and (ii), will not be
deemed to constitute a Restricted Payment for purposes of this ‎Section 3.3 or any other provision of this Indenture;


 






    	 	85	 



     


    

 


(7)            the
declaration and payment of dividends on Disqualified Stock or Preferred Stock of a Restricted Subsidiary, Incurred in accordance
with ‎Section 3.2;


 


(8)            payments
made or expected to be made by the Company or any Restricted Subsidiary in respect of withholding or similar Taxes payable in connection
with the exercise or vesting of Capital Stock or any other equity award by any future, present or former employee, director, officer,
manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) of the
Company or any Restricted Subsidiary or any Parent Entity and purchases, repurchases, redemptions, defeasances or other acquisitions
or retirements of Capital Stock deemed to occur upon the exercise, conversion or exchange of stock options, warrants, equity-based awards
or other rights in respect thereof if such Capital Stock represents a portion of the exercise price thereof or payments in respect of
withholding or similar Taxes payable upon exercise or vesting thereof;


 


(9)            dividends,
loans, advances or distributions to any Parent Entity or other payments by the Company or any Restricted Subsidiary in amounts equal
to (without duplication):


 


(i)            the
amounts required for any Parent Entity of the Company to pay any Parent Entity Expenses or to pay or distribute any Related Taxes;


 


(ii)           amounts
constituting or to be used for purposes of making payments to the extent specified in Sections ‎3.8(b)(2), ‎3.8(b)(3) and
‎3.8(b)(5); and


 


(iii)          so
long as no Event of Default has occurred and is continuing (or would result therefrom), up to $2.0 million per calendar year;


 


(10)          (a) the
declaration and payment of dividends on the common stock or common equity interests of the Company or any Parent Entity (and any equivalent
declaration and payment of a distribution of any security exchangeable for such common stock or common equity interests to the extent
required by the terms of any such exchangeable securities and any Restricted Payment to any such Parent Entity to fund the payment by
such Parent Entity of dividends on such entity’s Capital Stock), in an amount in any fiscal year not to exceed the sum of (i) 6%
of the amount of net cash proceeds received by or contributed to the Company or any of its Restricted Subsidiaries from any such public
offering and (ii) 6% of Market Capitalization; or (b) in lieu of all or a portion of the dividends permitted by clause (a),
any prepayment, purchase, repurchase, redemption, defeasance, discharge, retirement or other acquisition of the Company’s Capital
Stock (and any equivalent declaration and payment of a distribution of any security exchangeable for such common stock or common equity
interests to the extent required by the terms of any such exchangeable securities and any Restricted Payment to any such Parent Entity
to fund the payment by such Parent Entity of dividends on such entity’s Capital Stock) for aggregate consideration that, when taken
together with dividends permitted by clause (a), does not exceed the amount contemplated by clause (a);


 






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(11)            payments
by the Company, or loans, advances, dividends or distributions to any Parent Entity to make payments, to holders of Capital Stock of
the Company or any Parent Entity in lieu of the issuance of fractional shares of such Capital Stock; provided, however,
that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this ‎Section 3.3
or otherwise to facilitate any dividend or other return of capital to the holders of such Capital Stock (as determined in good faith
by the Company);


 


(12)            Restricted
Payments that are made (a) in an amount not to exceed the amount of Excluded Contributions or (b) in an amount equal to the
amount of Net Cash Proceeds from an asset sale or disposition in respect of property or assets acquired, if the acquisition of such property
or assets was financed with Excluded Contributions, provided, that such amount will not increase the amount available pursuant
to ‎Section 3.3(a)(iii)(C);


 


(13)            (i) the
declaration and payment of dividends on Designated Preferred Stock of the Company or any of its Restricted Subsidiaries issued after
the Issue Date; (ii) the declaration and payment of dividends to a Parent Entity in an amount sufficient to allow the Parent Entity
to pay dividends to holders of its Designated Preferred Stock issued after the Issue Date; and (iii) the declaration and payment
of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends and distributions declarable and payable thereon
pursuant to ‎Section 3.3(b)(2); provided, however, that, in the case of clauses (i) and (ii), the
amount of all dividends declared or paid to a Person pursuant to such clauses shall not exceed the Net Cash Proceeds received by the
Company or the aggregate amount contributed in cash to the equity of the Company (other than through the issuance of Disqualified Stock
or an Excluded Contribution of the Company), from the issuance or sale of such Designated Preferred Stock; provided further, in
the case of clauses (i), (ii) and (iii), that for the most recently ended four fiscal quarters for which consolidated financial
statements are available (which may, at the Company’s election, be internal financial statements) immediately preceding the date
of issuance of such Designated Preferred Stock or declaration of such dividends on such Refunding Capital Stock, after giving effect
to such payment on a pro forma basis the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the
test set forth in ‎Section 3.2(a);


 


(14)            distributions,
by dividend or otherwise, or other transfer or disposition of shares of Capital Stock of, or equity interests in, an Unrestricted Subsidiary
(or a Restricted Subsidiary that owns one or more Unrestricted Subsidiaries and no other material assets), or Indebtedness owed to the
Company or a Restricted Subsidiary by an Unrestricted Subsidiary (or a Restricted Subsidiary that owns one or more Unrestricted Subsidiaries
and no other material assets), in each case, other than Unrestricted Subsidiaries, substantially all of the assets of which are cash
and Cash Equivalents or proceeds thereof;


 


(15)            distributions
or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets or Receivables Assets and purchases
of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligation, in each case in connection with a
Qualified Securitization Financing or Receivables Facility;


 






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(16)            so
long as no Event of Default has occurred and is continuing (or would result therefrom), (i) Restricted Payments (including loans
or advances) in an aggregate amount outstanding at the time made not to exceed the greater of $155 million and 60.0% of LTM EBITDA at
such time, and (ii) any Restricted Payments, so long as, immediately after giving pro forma effect to the payment of any such Restricted
Payment and the Incurrence of any Indebtedness the net proceeds of which are used to make such Restricted Payment, the Consolidated Total
Leverage Ratio shall be no greater than 5.25 to 1.00;


 


(17)            mandatory
redemptions of Disqualified Stock issued as a Restricted Payment or as consideration for a Permitted Investment;


 


(18)            investments
or other Restricted Payments in joint ventures, other similar agreements, partnerships, minority investments or Unrestricted Subsidiaries
when taken together with all other Investments made pursuant to this ‎Section 3.3(b)(18) that are at the time outstanding,
not to exceed the greater of $50.0 million and 20.0% of LTM EBITDA 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), plus the amount of any returns
(including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts)
in respect of such Investments received by the Company or a Restricted Subsidiary (without duplication for purposes of this covenant
of any amounts applied pursuant to ‎Section 3.3(a)(iii)) with the fair market value of each Investment being measured
at the time made and without giving effect to subsequent changes in value; provided, however, that if any Investment pursuant to this
 ‎Section 3.3(b)(18) is made in any Person that is not the Company or a Restricted Subsidiary at the date of the making
of such Investment and such person becomes the Company or a Restricted Subsidiary after such date, such Investment shall thereafter be
deemed to have been made pursuant to clause (1) or (2) of the definition of “Permitted Investment” and shall cease
to have been made pursuant to this ‎Section 3.3(b)(18);


 


(19)            any
cash payments made after the Issue Date in respect of performance-based or time-vested restricted stock units (in each case that are
existing and either vested or unvested as of the Issue Date) in an aggregate amount of up to $20.0 million;


 


(20)            payments
or distributions to dissenting stockholders pursuant to applicable law (including in connection with, or as a result of, exercise of
dissenters’ or appraisal rights and the settlement of any claims or action (whether actual, contingent or potential)), pursuant
to or in connection with a merger, amalgamation, consolidation or transfer of assets that complies with ‎Section 4.1;


 


(21)            Restricted
Payments to a Parent Entity to finance Investments that would otherwise be permitted to be made pursuant to this ‎Section 3.3
if made by the Company; provided that (a) such Restricted Payment shall be made substantially concurrently with the closing
of such Investment, (b) such Parent Entity shall, promptly following the closing thereof, cause (1) all property acquired (whether
assets or Capital Stock) to be contributed to the capital of the Company or one of its Restricted Subsidiaries or (2) the merger
or amalgamation of the Person formed or acquired into the Company or one of its Restricted Subsidiaries (to the extent not prohibited
by ‎Section 4.1) to consummate such Investment, (c) such Parent Entity and its Affiliates (other than the Company
or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Company
or a Restricted Subsidiary could have given such consideration or made such payment in compliance with this Indenture, (d) any property
received by the Company shall not increase amounts available for Restricted Payments pursuant to ‎Section 3.3(a)(iii),
except to the extent the fair market value at the time of such receipt of such property exceeds the Restricted Payments made pursuant
to this ‎Section 3.3(b)(21) and (e) such Investment shall be deemed to be made by the Company or such Restricted
Subsidiary pursuant to another provision of this ‎Section 3.3 (other than pursuant to ‎Section 3.3(b)(12))
or pursuant to the definition of “Permitted Investment” (other than pursuant to ‎Section 3.3(b)(12) thereof);


 






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(22)            investments
or other Restricted Payments in an aggregate amount not to exceed an amount equal to Declined Excess Proceeds; and


 


(23)            any
Restricted Payment made in connection with a Permitted Intercompany Activity, Permitted Tax Restructuring, the Transactions or related
transactions.


 


For purposes of determining compliance with this
‎Section 3.3, in the event that a Restricted Payment or Investment (or portion thereof) meets the criteria of more than
one of the categories of Permitted Payments described in this ‎Section 3.3, or is permitted pursuant to ‎Section 3.3(a) and/or
one or more of the clauses contained in the definition of “Permitted Investment,” the Company will be entitled to divide
or classify such Restricted Payment or Investment (or portion thereof) on the date of its payment or later divide, classify or reclassify
in whole or in part in its sole discretion (based on circumstances existing on the date of such division, classification or reclassification)
such Restricted Payment or Investment (or portion thereof) in any manner that complies with this ‎Section 3.3, including
as an Investment pursuant to one or more of the clauses contained in the definition of “Permitted Investment.”


 


The amount of all Restricted Payments (other than
cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred
or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value
of any cash Restricted Payment shall be its face amount, and the fair market value of any non-cash Restricted Payment, property or assets
other than cash shall be determined conclusively by the Company acting in good faith.


 


In connection with any commitment, definitive
agreement or similar event relating to an Investment, the Company or applicable Restricted Subsidiary may designate such Investment as
having occurred on the date of the commitment, definitive agreement or similar event relating thereto (such date, the “Election
Date”) if, after giving pro forma effect to such Investment and all related transactions in connection therewith and any related
pro forma adjustments, the Company or any of its Restricted Subsidiaries would have been permitted to make such Investment on the relevant
Election Date in compliance with this Indenture, and any related subsequent actual making of such Investment will be deemed for all purposes
under this Indenture to have been made on such Election Date, including for purposes of calculating any ratio, compliance with any test,
usage of any baskets hereunder (if applicable) and Consolidated EBITDA and for purposes of determining whether there exists any Default
or Event of Default (and all such calculations on and after the Election Date until the termination, expiration, passing, rescission,
retraction or rescindment of such commitment, definitive agreement or similar event shall be made on a pro forma basis giving effect
thereto and all related transactions in connection therewith).


 


Unrestricted Subsidiaries may use value transferred
from the Company and its Restricted Subsidiaries in a Permitted Investment to purchase or otherwise acquire Indebtedness or Capital Stock
of the Company, any Parent Entity or any of the Company’s Restricted Subsidiaries, and to transfer value to the holders of the
Capital Stock of the Company or any Restricted Subsidiary or any Parent Entity and to Affiliates thereof, and such purchase, acquisition,
or transfer will not be deemed to be a “direct or indirect” action by the Company or its Restricted Subsidiaries.


 






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If the Company or a Restricted Subsidiary makes
a Restricted Payment which at the time of the making of such Restricted Payment would in the good faith determination of the Company
be permitted under the provisions of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this
Indenture notwithstanding any subsequent adjustments made in good faith to the Company’s financial statements affecting Consolidated
Net Income or Consolidated EBITDA of the Company for any period.


 


For the avoidance of doubt, this ‎Section 3.3
shall not restrict the making of, or dividends or other distributions in amounts sufficient to make, any “AHYDO catch-up payment”
with respect to any Indebtedness of any Parent Entity, the Company or any of its Restricted Subsidiaries permitted to be incurred under
this Indenture.


 


Section 3.4.       Limitation
on Restrictions on Distributions from Restricted Subsidiaries.


 


(a)            The
Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective
any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:


 


(1)            pay
dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other obligations owed
to the Company or any Restricted Subsidiary;


 


(2)            make
any loans or advances to the Company or any Restricted Subsidiary; or


 


(3)            sell,
lease or transfer any of its property or assets to the Company or any Restricted Subsidiary;


 


provided
that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or
liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements
to) loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted
Subsidiary shall not be deemed to constitute such an encumbrance or restriction.


 


(b)            The
provisions of ‎Section 3.4(a) shall not prohibit:


 


(1)            any
encumbrance or restriction pursuant to (a) any Credit Facility or (b) any other agreement or instrument, in each case, in effect
at or entered into on the Issue Date;


 


(2)            any
encumbrance or restriction pursuant to this Indenture, the Notes and the Note Guarantees;


 


(3)            any
encumbrance or restriction pursuant to applicable law, rule, regulation or order;


 


(4)            any
encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness of a Person,
entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the
Company or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed
by the Company or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred
as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions
pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company or was merged, consolidated or otherwise
combined with or into the Company or any Restricted Subsidiary or entered into in contemplation of or in connection with such transaction)
and outstanding on such date; provided that, for the purposes of this ‎Section 3.4(b)(4), if another Person is
the Successor Company, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired
or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Company;


 






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(5)            any
encumbrance or restriction: (i) that restricts in a customary manner the subletting, assignment or transfer of any property or asset
that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract
or agreement; (ii) contained in mortgages, pledges, charges or other security agreements permitted under this Indenture or securing
Indebtedness of the Company or a Restricted Subsidiary permitted under this Indenture to the extent such encumbrances or restrictions
restrict the transfer or encumbrance of the property or assets subject to such mortgages, pledges, charges or other security agreements;
(iii) contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the
Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business or consistent with past practice;
provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary
that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset
or property of the Company or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary; or (iv) pursuant
to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company
or any Restricted Subsidiary;


 


(6)            any
encumbrance or restriction pursuant to Purchase Money Obligations and Finance Lease Obligations permitted under this Indenture, in each
case, that impose encumbrances or restrictions on the property so acquired;


 


(7)            any
encumbrance or restriction imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of
all or substantially all of the Capital Stock or assets of the Company or any Restricted Subsidiary (or the property or assets that are
subject to such restriction) pending the closing of such sale or disposition;


 


(8)            customary
provisions in leases, licenses, shareholder agreements, joint venture agreements, and other similar agreements, organizational documents
and instruments;


 


(9)            encumbrances
or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order, or required by any regulatory
authority;


 


(10)          any
encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary
course of business or consistent with past practice;


 


(11)          any
encumbrance or restriction pursuant to Hedging Obligations;


 






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(12)          other
Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be Incurred or issued subsequent to the Issue
Date pursuant to ‎Section 3.2 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries;


 


(13)          restrictions
created in connection with any Qualified Securitization Financing or Receivables Facility that, in the good faith determination of the
Company, are necessary or advisable to effect such Securitization Facility or Receivables Facility;


 


(14)          any
encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness, shall only be permitted if such
Indebtedness is permitted to be Incurred subsequent to the Issue Date pursuant to ‎Section 3.2 if the encumbrances and
restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than (i) the
encumbrances and restrictions contained in the First Lien Credit Agreement, together with the security documents associated therewith,
or this Indenture as in effect on the Issue Date, (ii) the encumbrances and restrictions contained in the ABL Credit Agreement,
together with the security documents associated therewith, or this Indenture as in effect on the Issue Date or (iii) in comparable
financings (as determined in good faith by the Company) and where, in the case of clause (iii), either (A) the Company determines
at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect, in any material
respect, the Company’s ability to make principal or interest payments on the Notes or (B) such encumbrance or restriction
applies only during the continuance of a default relating to such agreement or instrument;


 


(15)          any
encumbrance or restriction existing by reason of any lien permitted under ‎Section 3.6; or


 


(16)          any
encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant to, or that
otherwise refinances, an agreement or instrument referred to in Sections ‎3.4(b)(1) to ‎3.4(b)(15) or this
‎Section 3.4(b)(16) (an “Initial Agreement”) or contained in any amendment, supplement or other modification
to an agreement referred to in Sections ‎3.4(b)(1) to ‎3.4(b)(15) or this ‎Section 3.4(b)(16);
provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such
agreement or instrument are either (a) no less favorable in any material respect to the Holders taken as a whole than the encumbrances
and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other
modification relates (as determined in good faith by the Company) or (b) the Company determines at the time of entry into such agreement
or instrument that such encumbrances or restrictions will not adversely affect, in any material respect, the Company’s ability
to make principal or interest payments on the Notes.


 


Section 3.5.      Limitation
on Sales of Assets and Subsidiary Stock.


 


(a)            The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:


 


(1)            the
Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person
assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value
to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Company, of the
shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted
Asset Swap);


 






    	 	92	 



     


    

 


(2)            except
in the case of a Permitted Asset Swap, in any such Asset Disposition, or series of related Asset Dispositions, at least 75% of the consideration
from such Asset Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative basis) (including by way
of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise), received by the Company
or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and


 


(3)            within
540 days from the later of (A) the date of such Asset Disposition and (B) the receipt of the Net Available Cash from such Asset
Disposition (as may be extended by an Acceptable Commitment as set forth below, the “Proceeds Application Period”),
an amount equal to the Net Available Cash is applied:


 


(i)            to
the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), (a) to
prepay, repay or purchase any Indebtedness of a Non-Guarantor Subsidiary (in each case, other than Indebtedness owed to the Company or
any Restricted Subsidiary) or any Secured Indebtedness, including Indebtedness under the First Lien Credit Agreement or the ABL Credit
Agreement (or, in each case, any Refinancing Indebtedness in respect thereof); provided, however, that, in connection with
any prepayment, repayment or purchase of Indebtedness pursuant to this clause (i), the Company or such Restricted Subsidiary will retire
such Indebtedness and (other than any such Indebtedness under any asset-backed credit facility or other revolving credit facility (or
any Refinancing Indebtedness in respect thereof) will cause the related commitment (if any) to be reduced in an amount equal to the principal
amount so prepaid, repaid or purchased; or (ii) to prepay, repay or purchase Pari Passu Indebtedness; provided that, to the
extent the Company redeems, repays or repurchases such Indebtedness pursuant to this clause (ii), the Company shall equally and ratably
reduce Obligations under the Notes as provided under ‎Section 5.7 through open-market purchases or by making an offer
(in accordance with the procedures set forth below for an Asset Disposition 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; and


 


(ii)            to
the extent the Company or any Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means
of an investment in Additional Assets by a Restricted Subsidiary equal to the amount of Net Available Cash received by the Company or
another Restricted Subsidiary) or make capital expenditures; provided, however, that a binding agreement shall be treated as a
permitted application of Net Available Cash from the date of such commitment with the good faith expectation that an amount equal to
Net Available Cash will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”);
or


 


(iii)           any
combination of the foregoing;


 


provided
that (1) pending the final application of the amount of any such Net Available Cash pursuant to this ‎Section 3.5,
the Company or the applicable Restricted Subsidiaries may apply such Net Available Cash temporarily to reduce Indebtedness (including
under the First Lien Credit Agreement or the ABL Credit Agreement) or otherwise apply such Net Available Cash in any manner not prohibited
by this Indenture, and (2) the Company (or any Restricted Subsidiary, as the case may be) may elect to invest in Additional Assets
prior to receiving the Net Available Cash attributable to any given Asset Disposition (provided that such investment shall be
made no earlier than the earliest of notice to the Trustee of the relevant Asset Disposition, execution of a definitive agreement for
the relevant Asset Disposition, and consummation of the relevant Asset Disposition) and deem the amount so invested to be applied pursuant
to and in accordance with clause (ii) above with respect to such Asset Disposition.


 






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(b)            If,
with respect to any Asset Disposition, at the expiration of the Proceeds Application Period with respect to such Asset Disposition, there
remains Net Available Cash in excess of $75 million (such amount of Net Available Cash that are equal to $75 million, “Declined
Excess Proceeds,” and such amount of Net Available Cash that are in excess of $75 million, “Excess Proceeds”), then
subject to the limitations with respect to Foreign Dispositions set forth below and the immediately subsequent paragraph, the Company
shall make an offer (an “Asset Disposition Offer”) no later than ten business days after the expiration of the Proceeds Application
Period to all Holders of Notes and, if required by the terms of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness,
to purchase the maximum principal amount of such Notes and Pari Passu Indebtedness, as appropriate, on a pro rata basis, that may be
purchased out of such Excess Proceeds, if any, at an offer price, in the case of the Notes, in cash in an amount equal to 100% of the
principal amount thereof (or in the event such other Indebtedness was issued with original issue discount, 100% of the accreted value
thereof), plus accrued and unpaid interest, if any (or such lesser price with respect to Pari Passu Indebtedness, if any, as may be provided
by the terms of such other Indebtedness), to, but not including, the date fixed for the closing of such offer, in accordance with the
procedures set forth in this Indenture and the agreement governing the Pari Passu Indebtedness, as applicable, in minimum denominations
of $2,000 and in integral multiples of $1,000 in excess thereof. Notices of an Asset Disposition Offer shall be sent by first class mail
or sent electronically, at least 10 days but not more than 60 days before the purchase date to each Holder of the Notes at such Holder’s
registered address or otherwise in accordance with the applicable procedures of DTC, with a copy to the Trustee. The Company may satisfy
the foregoing obligation with respect to the Net Available Cash by making an Asset Disposition Offer prior to the expiration of the Proceeds
Application Period (the “Advance Offer”) with respect to all or a part of the Net Available Cash (the “Advance Portion”)
in advance of being required to do so by this Indenture.


 


(c)            Notwithstanding
the foregoing, the amount of Net Available Cash required to be applied in an Asset Disposition Offer will reduce to an amount equal to
50% of Excess Proceeds if the Consolidated First Lien Secured Leverage Ratio is equal to or less than 2.00 to 1.00 on a pro forma basis
and such amount will further reduce to an amount equal to 0% of Excess Proceeds if the Consolidated First Lien Secured Leverage Ratio
is equal to or less than 1.75 to 1.00 on a pro forma basis. Any such amounts not required to be applied in such Asset Disposition Offer
pursuant to this paragraph shall be deemed to constitute Declined Excess Proceeds.


 


(d)            To
the extent that the aggregate amount (or accreted value, as applicable) of Notes and, if applicable, any other Pari Passu Indebtedness
validly tendered or otherwise surrendered in connection with an Asset Disposition Offer made with Excess Proceeds (or, in the case of
an Advance Offer, the Advance Portion) is less than the amount offered in an Asset Disposition Offer, the Company may include any remaining
Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) in Declined Excess Proceeds, and use such Declined Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount (or accreted value, as applicable)
of the Notes or, if applicable, Pari Passu Indebtedness validly tendered pursuant to any Asset Disposition Offer exceeds the amount of
Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion), the Company shall allocate the Excess Proceeds among the
Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount (or accreted value,
as applicable) of tendered Notes and Pari Passu Indebtedness; provided that no Notes or other Pari Passu Indebtedness will be
selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer, the amount of Net Available Cash
and Excess Proceeds shall be reset at zero.


 






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(e)            Notwithstanding
any other provisions of this ‎Section 3.5,


 


(i)            to
the extent that any of or all the Net Available Cash of any Asset Disposition by a Foreign Subsidiary or a CFC Holding Company (a “Foreign
Disposition”) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents
or any agreement or (z) subject to other onerous organizational or administrative impediments from being repatriated to the United
States, the portion of such Net Available Cash so affected will not be required to be applied in compliance with this ‎Section 3.5,
and such amounts may be retained by the applicable Foreign Subsidiary or CFC Holding Company so long, but only so long, as the applicable
local law or regulation, applicable organizational documents or agreements or other impediments will not permit repatriation to the United
States (the Company hereby agreeing to use reasonable efforts (as determined in the Company’s reasonable business judgment) to
otherwise cause the applicable Foreign Subsidiary or CFC Holding Company to within one year following the date on which the respective
payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law or regulation,
applicable organizational documents or other impediments to permit such repatriation), and if within one year following the date on which
the respective payment would otherwise have been required such repatriation of any of such affected Net Available Cash is permitted under
the applicable local law, applicable organizational impediment or other impediment, such repatriation will be promptly effected and such
repatriated Net Available Cash will be promptly (and in any event not later than five Business Days after such repatriation could be
made) applied (net of additional Taxes payable or reserved against as a result thereof) (whether or not such repatriation actually occurs)
in compliance with this ‎Section 3.5; or


 


(ii)            to
the extent that the Company has determined in good faith that repatriation of, or an obligation to repatriate, any of or all the Net
Available Cash of any Foreign Disposition would have an adverse Tax consequence (which for the avoidance of doubt, includes, but is not
limited to, any prepayment whereby doing so the Company, any Restricted Subsidiary, or any of their respective affiliates and/or direct
or indirect equity owners would incur a Tax liability, including as a result of receipt of a Tax dividend, a deemed dividend pursuant
to Code Section 956 or a withholding Tax, the Net Available Cash so affected may be retained by the applicable Foreign Subsidiary
or CFC Holding Company. For the avoidance of doubt, nothing in this covenant shall require the Company to cause any amounts to be repatriated
to the United States (whether or not such amounts are used in or excluded from the determination of the amount of any mandatory prepayments
hereunder). The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of
doubt, constitute a Default or an Event of Default.


 


(f)            For the purposes of ‎Section 3.5(a)(2), the following will be deemed to
be cash:


 


(1)            the
assumption by the transferee of Indebtedness or other liabilities, contingent or otherwise, of the Company or a Restricted Subsidiary
(other than Subordinated Indebtedness of the Company or a Guarantor) and the release of the Company or such Restricted Subsidiary from
all liability on such Indebtedness or other liability in connection with such Asset Disposition;


 






    	 	95	 



     


    

 


(2)            securities,
notes or other obligations received by the Company or any Restricted Subsidiary of the Company from the transferee that are converted
by the Company or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash and
Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of
such Asset Disposition;


 


(3)            Indebtedness
of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the
Company and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such
Asset Disposition;


 


(4)            consideration
consisting of Indebtedness of the Company (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not
the Company or any Restricted Subsidiary; and


 


(5)            any
Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions having an aggregate
fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this ‎Section 3.5
that is at that time outstanding, not to exceed the greater of $90.0 million and 35.0% of LTM EBITDA (with the fair market value
of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes
in value).


 


(g)       
     To the extent that any portion of Applicable Proceeds payable in respect
of the Notes is denominated in a currency other that U.S. dollars, the amount thereof payable in respect of the Notes shall not
exceed the net amount of funds in U.S. dollars that is actually received by the Company upon converting such portion into U.S.
dollars.


 


(h)     
       To the extent that the provisions of any securities laws,
rules or regulations, including Rule 14e-1 under the Exchange Act, conflict with the provisions of this Indenture, the
Company will comply with the applicable securities laws, rules and regulations and shall not be deemed to have breached its
obligations described in this Indenture by virtue thereof. The Company may rely on any no-action letters issued by the SEC
indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain
conditions.


 


(i)       
      The provisions of this Indenture relative to the Company’s
obligation to make an offer to repurchase the Notes as a result of an Asset Disposition may be waived or modified with the written
consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes.


 


Section 3.6.        Limitation
on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or
suffer to exist any Lien (except Permitted Liens) (each, a “Subject Lien”) that secures Obligations under any Indebtedness
on any asset or property of the Company or any Restricted Subsidiary, unless the Notes and the Note Guarantees are equally and ratably
secured with (or on a senior basis to, in the case such Subject Lien secures any Subordinated Indebtedness) the Obligations secured by
such Subject Lien.


 






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Any Lien created for the benefit of the Holders
of the Notes pursuant to the preceding paragraph may provide by its terms that such Lien shall be automatically and unconditionally released
and discharged upon the release and discharge of the Subject Lien that gave rise to the obligation to so secure the Notes and the Note
Guarantees.


 


With respect to any Lien securing Indebtedness
that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted
to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in
the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original
issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount
or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange
rate of currencies or increases in the value of property securing Indebtedness.


 


Section 3.7.         Limitation
on Guarantees.


 


(a)            The
Company shall not permit any of its Wholly Owned Domestic Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Domestic
Subsidiaries if such non-Wholly Owned Domestic Subsidiaries guarantee, or are a co-issuer of, other capital markets debt securities of
the Company or any Restricted Subsidiary or guarantee all or a portion of, or are a co-borrower under, the First Lien Credit Agreement),
other than a Guarantor, to Guarantee the payment of any Indebtedness of the Company or any Guarantor, unless:


 


(1)            such
Restricted Subsidiary within 60 days executes and delivers a supplemental indenture substantially in the form of Exhibit B to this
Indenture providing for a Note Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the
Company or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s
Note Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of
payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s
Note Guarantee; and


 


(2)            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 the Company or any other Restricted Subsidiary as a result of any payment by such
Restricted Subsidiary under its Note Guarantee until payment in full of Obligations under this Indenture.


 


provided
that this ‎Section 3.7 shall not be applicable (i) to any guarantee of any Restricted Subsidiary that
existed 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, or (ii) in the event that the Guarantee of the Company’s obligations under the Notes
or this Indenture by such Subsidiary would not be permitted under applicable law.


 


(b)            The
Company may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any of its Parent Entities that is
not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or Parent Entity shall not be required
to comply with the 60-day period described in ‎Section 3.7(a) and such Note Guarantee may be released at any time
in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such
Subsidiary (either (x) when so incurred or (y) at the time of the release of such Note Guarantee) assuming such Subsidiary
were not a Guarantor at such time.


 






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(c)            If
any Guarantor becomes an Immaterial Subsidiary, the Company shall have the right to cause such Immaterial Subsidiary to automatically
and unconditionally cease to be a Guarantor in accordance with the provisions of this Indenture, subject to the requirement described
in ‎Section 3.7(a) above that such Subsidiary shall be required to become a Guarantor if it ceases to be an Immaterial
Subsidiary (except that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be so required to
become a Guarantor or execute a supplemental indenture); provided that such Immaterial Subsidiary shall not be permitted to Guarantee
the First Lien Credit Agreement or other Indebtedness of the Company or the other Guarantors, unless it again becomes a Guarantor.


 


Section 3.8.         Limitation
on Affiliate Transactions.


 


(a)            The
Company shall not, and shall not permit any Restricted Subsidiary to enter into or conduct any transaction (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”)
involving aggregate value in excess of (at the time of the relevant transaction) the greater of $25.5 million and 10.0% of LTM EBITDA,
unless the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Company or such Restricted Subsidiary,
as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of
the agreement providing for such transaction in arm’s length dealings with a Person who is not such an Affiliate.


 


(b)            The
provisions of ‎Section 3.8(a) above shall not apply to:


 


(1)            any
Restricted Payment or other transaction permitted to be made or undertaken pursuant to ‎Section 3.3 (including Permitted
Payments) or any Permitted Investment;


 


(2)            any
issuance or sale of Capital Stock other than Disqualified Stock, options, other equity-related interests or other securities, or other
payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any
employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement
and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Company, any Restricted Subsidiary
or any Parent Entity, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar
employee benefits or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement,
savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employees, directors or consultants
approved by the Board of Directors of the Company, in each case in the ordinary course of business or consistent with past practice;


 


(3)            any
Management Advances and any waiver or transaction with respect thereto;


 


(4)            (a) any
transaction between or among the Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of
such transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent
Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents
and the Capital Stock of the Company and such merger, amalgamation or consolidation is otherwise consummated in compliance with this
Indenture;


 






    	 	98	 



     


    

 


(5)            the
payment of compensation, fees, costs and reimbursement of expenses to, and customary indemnities (including under customary insurance
policies) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees (or their respective
Controlled Investment Affiliates or Immediate Family Members) of the Company, any Parent Entity or any Restricted Subsidiary (whether
directly or indirectly and including through any Controlled Investment Affiliate or Immediate Family Member of such directors, officers
or employees);


 


(6)            the
entry into and performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any transaction arising
out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Issue Date, as
these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance
with the other terms of this ‎Section 3.8 or to the extent not more disadvantageous to the Holders in any material respect
in the reasonable determination of the Company when taken as a whole as compared to the applicable agreement as in effect on the Issue
Date;


 


(7)            any
transaction effected as part of a Qualified Securitization Financing or Receivables Facility, any disposition or acquisition of Securitization
Assets, Receivables Assets or related assets in connection with any Qualified Securitization Financing or Receivables Facility;


 


(8)            transactions
with customers, vendors, clients, joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services,
in each case in the ordinary course of business or consistent with past practice, which are fair to the Company or the relevant Restricted
Subsidiary, in the reasonable determination of the Board of Directors or the senior management of the Company or the relevant Restricted
Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party;


 


(9)            any
transaction between or among the Company or any Restricted Subsidiary and any Person that is an Affiliate of the Company or an Associate
or similar entity solely because the Company or a Restricted Subsidiary or any Affiliate of the Company or a Restricted Subsidiary or
any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity;


 


(10)          issuances,
transfers or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Company or options, warrants
or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the
related obligations) in connection therewith or any contribution to capital of the Company or any Restricted Subsidiary;


 


(11)          the
Transactions and the payment of all fees, costs and expenses (including all legal, accounting and other professional fees, costs and
expenses) related to the Transactions, in each case as disclosed in the Offering Memorandum;


 


(12)          transactions
in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial
Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the
requirements of ‎Section 3.8(a)(1);


 






    	 	99	 



     


    

 


(13)          the
existence of, or the performance by the Company or any Restricted Subsidiaries of its obligations under the terms of, any equityholders,
investor rights or similar agreement (including any registration rights agreement or purchase agreements related thereto) to which it
is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence
of, or the performance by the Company or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’
agreement or under any similar agreement entered into after the Issue Date will only be permitted under this ‎Section 3.8(b)(13)
to the extent that the terms of any such amendment or new agreement are not otherwise, when taken as a whole, more disadvantageous
to the Holders in any material respect in the reasonable determination of the Company than those in effect on the Issue Date;


 


(14)          any
purchase by the Company’s Affiliates of Indebtedness or Disqualified Stock of the Company or any of their Restricted Subsidiaries
the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Company’s Affiliates; provided
that such purchases by the Company’s Affiliates are on the same terms as such purchases by such Persons who are not the Company’s
Affiliates;


 


(15)          (i) investments
by Affiliates in securities or loans of the Company or any of its Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses
incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Company or such Restricted Subsidiary
generally to other non-affiliated third party investors on the same or more favorable terms and (ii) payments to Affiliates in respect
of securities or loans of the Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that
were acquired from Persons other than the Company and its Restricted Subsidiaries, in each case, in accordance with the terms of such
securities or loans;


 


(16)     
      payments by the Company (and any Parent Entity) and its Restricted
Subsidiaries pursuant to any tax sharing agreements or other equity agreements in respect of Related Taxes among the Company (and
any such Parent Entity) and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation
of the Company and its Subsidiaries;


 


(17)     
      payments, Indebtedness and Disqualified Stock (and
cancellation of any thereof) of the Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of
any Restricted Subsidiary to any future, current or former employee, director, officer, manager or consultant (or their respective
Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its direct or
indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit
plan or agreement or any stock subscription or shareholder agreement; and any employment agreements, stock option plans and other
compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements
with any such employees, directors, officers, managers or consultants (or their respective Controlled Investment Affiliates or
Immediate Family Members) that are, in each case, approved by the Board of Directors of the Company in good faith;


 


(18)      
     any management equity plan, stock option plan, phantom equity plan or any
other management, employee benefit or other compensatory plan or agreement (and any successor plans or arrangements thereto),
employment, termination or severance agreement, or any stock subscription or equityholder agreement between the Company or its
Restricted Subsidiaries and any distributor, employee, director, officer, manager, contractor, consultant or advisor (or their
respective Controlled Investment Affiliates or Immediate Family Members) approved by the reasonable determination of the
Company;


 






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(19)          any
transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the
disposition of assets or Equity Interests in any Restricted Subsidiary permitted under ‎Section 3.5 or entered into with
any Business Successor, in each case, that the Company determines in good faith is either fair to the Company or otherwise on customary
terms for such type of arrangements in connection with similar transactions;


 


(20)          transactions
entered into by an Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted
Subsidiary as described in ‎Section 3.20 and pledges of Capital Stock of Unrestricted Subsidiaries;


 


(21)          (i) any
lease entered into between the Company or any Restricted Subsidiary, as lessee, and any Affiliate of the Company, as lessor and (ii) any
operational services or other arrangement entered into between the Company or any Restricted Subsidiary and any Affiliate of the Company,
in each case, which is approved as being on arm’s length terms by the reasonable determination of the Company;


 


(22)          intellectual
property licenses and research and development agreements in the ordinary course of business or consistent with past practice;


 


(23)          payments
to or from, and transactions with, any Subsidiary in the ordinary course of business or consistent with past practice (including any cash
management arrangements or activities related thereto);


 


(24)          the
payment of fees, costs and expenses related to registration rights and indemnities provided to equityholders pursuant to equityholders,
investor rights, registration rights or similar agreements;


 


(25)          transactions
undertaken in the ordinary course of business pursuant to membership in a purchasing consortium; and


 


(26)          any
Permitted Intercompany Activities, Permitted Tax Restructuring, Intercompany License Agreements and related transactions.


 


In addition, if the Company or any of its Restricted
Subsidiaries (i) purchases or otherwise acquires assets or properties from a Person which is not an Affiliate, the purchase or acquisition
by an Affiliate of the Company of an interest in all or a portion of the assets or properties acquired shall not be deemed an Affiliate
Transaction (or cause such purchase or acquisition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction) or
(ii) sells or otherwise disposes of assets or other properties to a Person who is not an Affiliate, the sale or other disposition
by an Affiliate of the Company of an interest in all or a portion of the assets or properties sold shall not be deemed an Affiliate Transaction
(or cause such sale or other disposition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction).


 


Section 3.9.      Change
of Control.


 


(a)           If
a Change of Control occurs, unless the Company has previously or substantially concurrently therewith delivered a redemption notice with
respect to all of the outstanding Notes as set forth under ‎Section 5.7, the Company will make an offer to purchase all
of the Notes (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”)
equal to 101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase,
subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment
date. Within 60 days following any Change of Control, the Company will deliver or cause to be delivered notice of such Change of
Control Offer electronically in accordance with the procedures of DTC or by first class mail, with a copy to the Trustee, to each Holder
of Notes at the address of such Holder appearing in the security register, with the following information:


 


(1)            that
a Change of Control Offer is being made pursuant to this ‎Section 3.9, and that all Notes properly tendered pursuant
to such Change of Control Offer will be accepted for payment by the Company;


 






    	 	101	 



     


    

 


(2)            the
purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice
is delivered (the “Change of Control Payment Date”);


 


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


 


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


 


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


 


(6)            that
Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided
that the applicable Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration
date of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the
principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to
have such Notes purchased, or otherwise comply with DTC procedures;


 


(7)            that
Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to
the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral
multiple of $1,000 in excess of $2,000;


 


(8)            if
such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the
occurrence of such Change of Control and describing each such condition, and if applicable, shall state that, in the Company’s discretion,
the Change of Control Payment Date may be delayed until such time (including more than 60 days after the date the notice of redemption
was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or such redemption or
purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by
the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed; and


 






    	 	102	 



     


    

 


(9)            the
other instructions, as determined by the Company, consistent with this ‎Section 3.9, that a Holder must follow.


 


The applicable Paying Agent will promptly deliver
to each Holder of the Notes tendered the Change of Control Payment for such Notes, and the Trustee will upon receipt of an Issuer Order,
promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or an
integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as
soon as practicable after the Change of Control Payment Date.


 


If the Change of Control Payment Date is on or
after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid on the
Change of Control Payment Date to the Person in whose name a Note is registered at the close of business on such record date.


 


(b)           On
the Change of Control Payment Date, the Company will, to the extent permitted by law,


 


(1)            accept
for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,


 


(2)            deposit
with the applicable Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof
so tendered, and


 


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


 


(c)           The
Company will not be required to make a Change of Control Offer following a Change of Control if (x) 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 Company and purchases all Notes validly tendered and not withdrawn under such Change of Control
Offer or (y) a notice of redemption of all outstanding Notes has been given pursuant to ‎Section 5.7 unless and
until there is a default in the payment of the redemption price on the applicable redemption date or the redemption is not consummated
due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied.


 


(d)           Notwithstanding
anything to the contrary in this ‎Section 3.9, a Change of Control Offer may be made in advance of a Change of Control,
conditional upon such Change of Control.


 


(e)           [Reserved]


 


(f)            While
the Notes are in global form and the Company makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder
may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations.


 






    	 	103	 



     


    

 


(g)           The
Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws, rules and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of
the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws, rules or regulations conflict
with the provisions of this Indenture, the Company shall not be deemed to have breached its obligations described in this Indenture by
virtue of compliance therewith. The Company may rely on any no-action letters issued by the SEC indicating that the staff of the SEC will
not recommend enforcement action in the event a tender offer satisfies certain conditions.


 


Section 3.10.    Reports.


 


(a)           Notwithstanding
that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report
on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated
by the SEC, from and after the Issue Date, the Company shall furnish to the Trustee:


 


(1)            within
120 days after the end of each fiscal year (or such longer period permitted pursuant to rules and regulations promulgated by the
SEC if the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act) ending after the Issue
Date (or if such day is not a Business Day, on the next succeeding Business Day), all financial information that would be required to
be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and a report on the annual financial statements by the
Company’s independent registered public accounting firm;


 


(2)            within
60 days after the end of each of the first three fiscal quarters of each fiscal year (or such longer period permitted pursuant to rules and
regulations promulgated by the SEC if the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act) ending after the Issue Date (or if such day is not a Business Day, on the next succeeding Business Day), all financial information
that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC,
including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and financial statements
prepared in accordance with GAAP; and


 


(3)            promptly
after the occurrence of any of the following events, all current reports that would be required to be filed with the SEC on Form 8-K
or any successor or comparable form (if the Company had been a reporting company under Section 13 or 15(d) of the Exchange Act);
provided that the foregoing shall not obligate the Company to make available (i) any information otherwise required to be
included on a Form 8-K regarding the occurrence of any such events if the Company determines in its good faith judgment that such
event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations,
financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole, (ii) a summary of the terms of,
any employment or compensatory arrangement, agreement, plan or understanding between the Company (or any of its Subsidiaries) and any
director, manager or executive officer of the Company (or any of its Subsidiaries), (iii)  copies of any agreements, financial statements
or other items that would be required to be filed as exhibits to a current report on Form 8-K or (iv) any trade secrets, privileged
or confidential information obtained from another Person and competitively sensitive information:


 


(A)           the
entry into or termination of material agreements;


 


(B)            significant
acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are significant pursuant to the definition
of “Significant Subsidiary”);


 






    	 	104	 



     


    

 


(C)            bankruptcy;


 


(D)           cross-default
under direct material financial obligations;


 


(E)            a
change in the Company’s certifying independent auditor;


 


(F)            the
appointment or departure of directors or executive officers (with respect to the principal executive officer, president, principal financial
officer, principal accounting officer and principal operating officer only);


 


(G)            non-reliance
on previously issued financial statements; and


 


(H)            change
of control transactions,


 


in each case, in a manner that complies in all material respects with
the requirements specified in such form, except as described above or below and subject to exceptions consistent with the presentation
of information in the Offering Memorandum; provided, however, that the Company shall not be required to provide (i) any
information that is not otherwise similar to information currently included in the Offering Memorandum, (ii) separate financial statements
or other information contemplated by Rule 3-09, Rule 3-10, 13-01, 13-02 or Rule 3-16 of Regulation S-X, or in each case
any successor provisions or any schedules required by Regulation S-X, (iii) information required by Regulation G under the Exchange
Act or Item 10, Item 302, Item 402 or Item 601 of Regulation S-K (or any successor provision), (iv) XBRL exhibits, (v) earnings
per share information, (vi) information regarding executive compensation and related party disclosure related to SEC Release Nos.
33-8732A, 34-54302A and IC-27444A, and (vii) other information customarily excluded from an offering memorandum, including any information
that is not otherwise of the type and form currently included in the offering memorandum relating to the Notes. In addition, notwithstanding
the foregoing, the Company will not be required to (i) comply with Sections 302, 906 and 404 of the Sarbanes-Oxley Act of 2002, as
amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the
extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information
is subsequently filed or furnished, as applicable, the Company 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. In addition, to the extent not satisfied by the foregoing,
the Company shall agree that, for so long as any Notes are outstanding, it shall furnish to Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


 


(b)           Substantially
concurrently with the furnishing of such information to the Trustee pursuant to ‎Section 3.10(a), the Company shall also
use its commercially reasonable efforts to post copies of such information required by ‎Section 3.10(a) on a website
(which may be nonpublic and may be maintained by the Company or a third party) to which access will be given to the Holders, prospective
investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning
of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status
as such to the reasonable satisfaction of the Company), and securities analysts and market making financial institutions that are, in
the case of securities analysts and market making financial institutions, reasonably satisfactory to the Company. To the extent the Company
determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of
its commercially reasonable efforts, the Company shall furnish such reports to the Holders of the Notes, upon their request. The Company
may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market
making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained therein)
and information as confidential, (ii) not use such reports and the information contained therein for any purpose other than their
investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein)
and information.


 






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(c)           If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiary or group of Unrestricted
Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly
financial information required by ‎Section 3.10(a)(1) and ‎3.10(a)(2) will include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the
Company.


 


(d)           The
Company may satisfy its obligations pursuant to this ‎Section 3.10 with respect to financial information relating to
the Company by furnishing financial information relating to a Parent Entity; provided that the same is accompanied by consolidating
information that explains in reasonable detail the differences between the information relating to such Parent Entity (and other Parent
Entities included in such information, if any), on the one hand, and the information relating to the Company and its Restricted Subsidiaries
on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the
preceding sentence need not be audited.


 


(e)           Notwithstanding
anything to the contrary set forth in this ‎Section 3.10, if the Company or any Parent Entity of the Company has furnished
to the Holders of Notes or filed with the SEC the reports described in this ‎Section 3.10 within the time periods specified
with respect to the Company or any Parent Entity of the Company, the Company shall be deemed to be in compliance with the provisions
of this ‎Section 3.10.


 


(f)            Notwithstanding
the foregoing, if at any time the Company or any Parent Entity has made a good faith determination to file a registration statement with
the SEC with respect to any equity or debt securities, the Company will not be required to disclose any information or take any actions
that, in the good faith view of the Company, would violate applicable securities laws or the SEC’s “gun jumping” rules.


 


(g)           The
Trustee shall have no duty to review or analyze any reports furnished to it. Delivery of reports, information and documents to the Trustee
under this Indenture is for informational purposes only and the information and the Trustee’s receipt of such reports shall not
constitute actual or constructive knowledge of the information contained therein or determinable therefrom, including the Company’s
compliance with any of its covenants (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate). The
Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants
under this Indenture or with respect to any reports or other documents filed with the SEC or EDGAR or any website, or participate in any
conference calls.


 






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Section 3.11.    [Reserved].


 


Section 3.12.    Maintenance
of Office or Agency.


 


The Issuer will maintain an office or agency where
the Notes may be presented or surrendered for payment, where, if applicable, the Notes may be surrendered for registration of transfer
or exchange. The Corporate Trust Office of the Trustee shall be such office or agency of the Issuer, unless the Issuer shall designate
and maintain some other office or agency for one or more of such purposes. The Issuer will give prompt written notice to the Trustee of
any change in the location of any such office or agency. If at any time the Issuer shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders may be made or served at the Corporate
Trust Office of the Trustee, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations and surrenders;
provided that the Trustee shall not be deemed an agent of the Issuer for service of legal process.


 


The Issuer may also from time to time designate
one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind any such designation. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and
any change in the location of any such other office or agency. No office of the Trustee shall be an office or agency of the Issuer for
the purposes of service of legal process on the Issuer or any Guarantor.


 


Section 3.13.    [Reserved].


 


Section 3.14.    [Reserved].


 


Section 3.15.    [Reserved].


 


Section 3.16.    Compliance
Certificate. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer an Officer’s
Certificate, the signer of which shall be the principal executive officer, principal financial officer, principal accounting officer,
principal legal officer, secretary or treasurer of the Issuer, stating that in the course of the performance by the signer of his or
her duties as an Officer of the Issuer he or she would normally have knowledge of any Default or Event of Default and whether or not
the signer knows of any Default or Event of Default that occurred during the previous fiscal year; provided that no such Officer’s
Certificate shall be required for any fiscal year ended prior to the Issue Date. If such Officer does have such knowledge, the certificate
shall describe the Default or Event of Default, its status and the action the Issuer is taking or proposes to take with respect thereto.


 


Section 3.17.    Further
Instruments and Acts. Upon request of the Trustee or as necessary to comply with future developments or requirements, the Issuer
will 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 3.18.    [Reserved].


 


Section 3.19.    Statement
by Officers as to Default. The Issuer shall deliver to the Trustee, as soon as possible and in any event within 30 days after
the Issuer becomes aware of the occurrence of any Default or Event of Default, an Officer’s Certificate setting forth the details
of such Event of Default or Default, its status and the actions which the Issuer is taking or proposes to take with respect thereto.


 






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Section 3.20.    Designation
of Restricted and Unrestricted Subsidiaries. The Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary
if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as
an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available
for Restricted Payments under ‎Section 3.3 or under one or more clauses of the definition of Permitted Investments, as
determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Company may redesignate any Unrestricted Subsidiary to be
a Restricted Subsidiary if that redesignation would not cause a Default.


 


Any designation of a Subsidiary of the Company
as an Unrestricted Subsidiary will be evidenced to the Trustee by an Officer’s Certificate certifying that such designation complies
with the preceding conditions and was permitted by ‎Section 3.3.


 


The Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation
will only be permitted if (1) such Indebtedness is permitted under ‎Section 3.2 (including pursuant to ‎Section 3.2(b)(5)‎(b) treating
such redesignation as an acquisition for the purpose of ‎Section 3.2(b)(5)‎(b)), calculated
on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no
Default or Event of Default would be in existence following such designation. Any such designation by the Company shall be evidenced
to the Trustee by an Officer’s Certificate certifying that such designation complies with the preceding conditions.


 


Section 3.21.    Suspension
of Covenants on Achievement of Investment Grade Status Beginning on the first day (a) the Notes have achieved Investment Grade
Status and (b) no Default or Event of Default has occurred and is continuing under this Indenture, and ending on a Reversion Date
(such period a “Suspension Period”), the Company and its Restricted Subsidiaries will not be subject to Sections ‎3.2,
‎3.3, ‎3.4, ‎3.5, ‎3.7, ‎3.8 and ‎4.1(a)(3) (the “Suspended
Covenants”).


 


If at any time the Notes cease to have such Investment
Grade Status, then the Suspended Covenants shall thereafter be reinstated as if such covenants had never been suspended (the “Reversion
Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or
assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade
Status and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such
time that the Notes maintain an Investment Grade Status); provided, however, that no Default, Event of Default or breach of any kind shall
be deemed to exist under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of
the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period,
or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date that were permitted at such
time, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect
during such period.


 






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On
the Reversion Date, all Indebtedness Incurred during the Suspension Period will be deemed to have been outstanding on the Issue Date,
so that it is classified as permitted under ‎Section 3.2(b)(4)(b). Restricted Payments made during the Suspension
Period will not reduce the amount available to be made as Restricted Payments under ‎Section 3.3. The Company may not
designate any Restricted Subsidiary as an Unrestricted Subsidiary during the Suspension Period. On the Reversion Date, the amount of
Excess Proceeds shall be reset at zero. Any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered
into during any Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under
Section 3.8(b)(6). Any encumbrance or restriction on the ability of any Restricted Subsidiary to take any action described
in Sections 3.4(a)(1) through 3.4(a)(3)that becomes effective during the Suspension Period will be deemed to have
existed on the Issue Date, so that it is classified as permitted under Section3.4(b)(1). In addition, any future obligation to
grant further Note Guarantees shall be released. All such further obligation to grant Guarantees shall be reinstated on the Reversion
Date. As described above, however, no Default, Event of Default or breach of any kind shall be deemed to have occurred on the Reversion
Date as a result of any actions taken or the continuance of any circumstances resulting from actions taken or the performance of obligations
under agreements entered into by the Company or any of the Restricted Subsidiaries during the Suspension Period (other than agreements
to take actions after the Reversion Date that would not be permitted outside of the Suspension Period entered into in contemplation of
the Reversion Date).


 


On and after each Reversion Date, the Company and
its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period,
so long as such contract and such consummation would have been permitted during such Suspension Period.


 


The Company shall notify the Trustee of the commencement
or cessation of any Suspension Period; provided that the failure by the Company to so notify the Trustee shall not constitute a Default
or Event of Default under this Indenture. The Trustee shall have no duty to monitor the ratings of the Notes or to independently determine
or verify if a suspension or reinstatement has occurred, shall not be deemed to have any knowledge of the ratings of the Notes and shall
have no duty to notify Holders if the Notes achieve Investment Grade Status or of the occurrence of a Reversion Date or to independently
determine if such events have occurred. Following the occurrence of any suspension or reinstatement of the covenants as described above,
the Company will provide an Officer’s Certificate to the Trustee regarding such occurrence; provided that no such notification
shall be a condition for the Suspension Period to be effective. The Trustee may provide a copy of such Officer’s Certificate to
any Holder of the Notes upon request.


 


Article IV


 


SUCCESSOR
COMPANY; Successor Person


 


Section 4.1.     Merger,
Amalgamation and Consolidation.


 


(a)           The
Company shall not consolidate with or merge or amalgamate with or into or convey, transfer or lease all or substantially all its assets,
in one transaction or a series of related transactions, to any Person, unless:


 


(1)            the
Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor Company”) will be
a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia
and the Successor Company (if not the Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee,
all the obligations of the Company under the Notes and this Indenture and if such Successor Company is not a corporation, a co-obligor
of the Notes is a corporation organized or existing under such laws;


 


(2)            immediately
after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the applicable Successor Company
or any Subsidiary of the applicable Successor Company as a result of such transaction as having been Incurred by the applicable Successor
Company or such Subsidiary at the time of such transaction), no Event of Default shall have occurred and be continuing;


 






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(3)            upon
execution of an agreement to enter into such transaction, no Event of Default shall have occurred and be continuing, and, immediately
after giving pro forma effect to such transaction, either (a) the applicable Successor Company would be able to Incur at least an
additional $1.00 of Indebtedness pursuant to ‎Section 3.2(a), or (b) the Fixed Charge Coverage Ratio of the Company
and the Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction or (c) the
Consolidated Total Leverage Ratio of the Company and its Restricted Subsidiaries would not be higher than it was immediately prior to
giving effect to such transaction; and


 


(4)            the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, amalgamation or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel stating
that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement
enforceable against the Successor Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s
Certificate as to any matters of fact, including as to satisfaction of Sections ‎4.1(a)(2) and ‎4.1(a)(3) above.


 


(b)           [Reserved].


 


(c)           The
Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and
this Indenture, and the Company will automatically and unconditionally be released and discharged from its obligations under the Notes
and this Indenture (except in the case of a lease).


 


(d)           Notwithstanding
any other provisions of this ‎Section 4.1, (i) the Company may consolidate or otherwise combine with, merge into
or transfer all or part of its properties and assets to a Guarantor, (ii) the Company may consolidate or otherwise combine with or
merge into an Affiliate that is (x) organized or existing under the laws of the jurisdiction of the Company or the United States
of America, any State of the United States or the District of Columbia or (y) incorporated or organized for the purpose of changing
the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company, (iii) any
Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the
Company or a Guarantor, (iv) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part
of its properties and assets to any other Restricted Subsidiary and (v) the Company and its Restricted Subsidiaries may complete
any Permitted Tax Restructuring.


 


(e)           The
foregoing provisions (other than the requirements of ‎Section 4.1(a)(2)) shall not apply to the creation of a new Subsidiary
as a Restricted Subsidiary.


 






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(f)            Subject
to ‎Section 10.2(b), no Guarantor may:


 


(1)           consolidate
with or merge or amalgamate with or into any Person;


 


(2)           sell,
convey, transfer or dispose of all or substantially all its assets, in one transaction or a series of related transactions, to any Person;
or


 


(3)           permit
any Person to merge or amalgamate with or into such Guarantor, unless:


 


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


 


(B)            (i) either
(x) the Company or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes
all of the obligations of the Guarantor under its Note Guarantee and this Indenture; and (ii) immediately after giving effect to
the transaction, no Default has occurred and is continuing; or


 


(C)            the
transaction constitutes a sale or other disposition or transfer (including by way of consolidation, merger or amalgamation) of the Guarantor
or the conveyance, transfer, lease, sale or disposition of all or substantially all the assets of the Guarantor (in each case other than
to the Company or a Restricted Subsidiary) otherwise not prohibited by this Indenture.


 


Notwithstanding
any other provision of this ‎Section 4.1, any Guarantor may (a) consolidate or otherwise combine with, merge
into or transfer all or part of its properties and assets to another Guarantor or the Company, (b) consolidate or otherwise combine
with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, reincorporating
the Guarantor in another jurisdiction, or changing the legal form of the Guarantor, (c) convert into a corporation, partnership,
limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such
Guarantor, (d) liquidate or dissolve or change its legal form if the Company determines in good faith that such action is in the
best interests of the Company and (e) complete any Permitted Tax Restructuring. Notwithstanding anything to the contrary in this
‎Section 4.1, the Company may contribute Capital Stock of any or all of its Subsidiaries to any Guarantor.


 


Any reference herein to a merger, consolidation,
amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability
company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust
(or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition
or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership
or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust
that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such
a Person or entity).


 






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Article V


 


REDEMPTION
OF SECURITIES


 


Section 5.1.     Notices
to Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of ‎Section 5.7,
it must furnish to the Trustee, at least 10 days (or such shorter period as the Trustee may agree) but not more than 60 days before a
redemption date, an Officer’s Certificate setting forth:


 


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


 


(2)            the
redemption date;


 


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


 


(4)            the
redemption price.


 


Any optional redemption referenced in such Officer’s
Certificate may be cancelled by the Issuer at any time prior to notice of redemption being sent to any Holder and thereafter shall be
null and void.


 


Section 5.2.     Selection
of Notes to Be Redeemed or Purchased. If less than all of the Notes are to be redeemed pursuant to ‎Section 5.7 or
purchased in an Asset Disposition Offer pursuant to ‎Section 3.5, the Trustee will select Notes for redemption or purchase
(a) if the Notes are in global form, on a pro rata basis, by such other method that most nearly approximates pro rata in accordance
with the applicable procedures of DTC and (b) if the Notes are in definitive form in their entirety, on a pro rata basis (subject
to adjustments to maintain the authorized Notes denomination requirements), except if otherwise required by law.


 


No Notes in an unauthorized denomination or of
$2,000 in aggregate principal amount or less shall be redeemed in part. In the event of partial redemption, the particular Notes to be
redeemed or purchased will be selected, unless otherwise provided herein, not less than 10 days nor more than 60 days prior
to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase; provided
that the Issuer shall provide the Trustee with sufficient notice of such partial redemption to enable the Trustee to select the Notes
for partial redemption.


 


The Trustee will promptly notify the Issuer in
writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the
principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in minimum principal amounts of $2,000
and whole multiples of $1,000 in excess of $2,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire
outstanding amount of Notes held by such Holder, even if not in a minimum principal amount of $2,000 or a multiple of $1,000 in excess
thereof, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes
called for redemption or purchase also apply to portions of Notes called for redemption or purchase.


 


Section 5.3.     Notice
of Redemption. At least 10 days but not more than 60 days before the redemption date, the Issuer will send or cause to be sent, by
electronic delivery or by first class mail postage prepaid, a notice of redemption to each Holder (with a copy to the Trustee) whose
Notes are to be redeemed at the address of such Holder appearing in the security register or otherwise in accordance with the applicable
procedures of DTC, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles
 ‎VIII or ‎XI hereto.


 


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


 


(1)            the
redemption date;


 






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(2)            the
redemption price;


 


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


 


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


 


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


 


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


 


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


 


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


 


At the Issuer’s request, the Trustee will
give the notice of redemption in the Issuer’s name and at its expense; provided, however, that the Issuer has delivered
to the Trustee, at least three (3) Business Days (or if any of the Notes to be redeemed are in definitive form, five (5) Business
Days) prior to the date on which the Issuer instructs the Trustee to give the notice (or such shorter period as the Trustee may agree),
an Officer’s Certificate requesting that the Trustee give such notice and attaching thereto the form of such notice as provided
in the preceding paragraph.


 


Notice of any redemption of the Notes may, at the
Issuer’s discretion, be given prior to the completion of a corporate transaction (including but not limited to an Equity Offering,
an incurrence of Indebtedness, a Change of Control or other corporate transaction) and any redemption notice may, at the Issuer’s
discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a related transaction. If such
redemption or purchase is so subject to satisfaction of one or more conditions precedent such notice shall describe each such condition,
and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time (including more
than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such
conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or
all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Issuer
may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such
redemption may be performed by another Person.


 


Section 5.4.     [Reserved]
.


 


Section 5.5.     Deposit
of Redemption or Purchase Price. Prior to 11:00 a.m. New York City Time on the redemption or purchase date, the Issuer
will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest,
if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return, on or following
the applicable redemption or repurchase date, to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in
excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest, if any, on all Notes to be redeemed
or purchased.


 






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If the Issuer complies with the provisions of
the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of
Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date and on or before the
related interest payment date, then any accrued and unpaid interest up to, but excluding, the redemption date or purchase date shall
be paid on the redemption date or purchase date to the Person in whose name such Note was registered at the close of business on such
record date in accordance with the applicable procedures of DTC. If any Note called for redemption or purchase is not so paid upon surrender
for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the
unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid
on such unpaid principal, in each case at the rate provided in the Notes and in ‎Section 3.1.


 


Section 5.6.     Notes
Redeemed or Purchased in Part. Upon surrender of a Note issued in physical form that is redeemed or purchased in part, the Issuer
will issue and the Trustee will authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the
unredeemed or unpurchased portion of the Note surrendered; provided, that each such new Note will be in a minimum principal amount
of $2,000 or integral multiple of $1,000 in excess thereof.


 


In the case of a Note issued as a global note,
an appropriate notation will be made on such Note to (or otherwise in accordance with the applicable procedures of DTC) decrease the principal
amount thereof to an amount equal to the unredeemed portion thereof; provided, that the unredeemed portion thereof will be in a
minimum principal amount of $2,000 or integral multiple of $1,000 in excess thereof.


 


Section 5.7.     Optional
Redemption.


 


(a)           At
any time prior to October 31, 2024, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor
more than 60 days’ prior notice as described in ‎Section 5.3 of this Indenture, at a redemption price equal
to 100.0% of the principal amount of such Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding,
the date of redemption (the “Redemption Date”).


 


(b)           At
any time and from time to time prior to October 31, 2024, the Company may, upon not less than 10 nor more than 60 days’
prior notice as described in ‎Section 5.3 of this Indenture, redeem Notes with the Net Cash Proceeds received by the Company
from any Equity Offering at a redemption price equal to 104.375% of the principal amount of such Notes, plus accrued and unpaid interest,
if any, to, but excluding, the applicable Redemption Date, in an aggregate principal amount for all such redemptions not to exceed
40.0% of the original aggregate principal amount of Notes issued under this Indenture on the Issue Date (including Additional Notes);
provided that (i) in each case the redemption takes place not later than 180 days after the closing of the related Equity
Offering and (ii) not less than 40.0% of the original aggregate principal amount of Notes (excluding any Additional Notes) issued
under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company
or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Notes
to be purchased in the manner described under Sections ‎5.1 through ‎5.6.


 


(c)           Except
pursuant to ‎Section 5.7‎(a) and ‎Section 5.7(b), the Notes will not be redeemable at the Company’s
option prior to October 31, 2024.


 






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(d)           At
any time and from time to time on or after October 31, 2024, the Company may redeem the Notes, in whole or in part, upon not less
than 10 nor more than 60 days’ prior notice as described in ‎Section 5.3 of this Indenture, at a redemption
price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to,
but excluding, the applicable Redemption Date, if redeemed during the twelve-month period beginning on October 31 of the year indicated
below:


 


	Year	 	Percentage	 
	2024	 	 	102.188	%
	2025	 	 	101.094	%
	2026 and thereafter	 	 	100.000	%



 


(e)           Notwithstanding
the foregoing, in connection with a tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders
of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender
offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered
and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’
prior notice as described in ‎Section 5.3 of this Indenture, given not more than 10 days following such purchase date,
to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder
(excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued
and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. In determining whether the Holders of at least 90%
of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer,
including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or
managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer.


 


(f)            Unless
the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable Redemption Date.


 


(g)           Any
redemption pursuant to this ‎Section 5.7 shall be made pursuant to the provisions of Sections ‎5.1 through
‎5.6.


 


Section 5.8.     Mandatory
Redemption. The Company is not required to make mandatory redemption payments or sinking fund payments with respect to the Notes;
provided, however, that under certain circumstances, the Company may be required to offer to purchase Notes under ‎Section 3.5
and ‎Section 3.9. The Company may at any time and from time to time purchase its outstanding debt securities or loans,
including the Notes, in privately negotiated or open market transactions, by tender offer or otherwise.


 


Article VI


 


DEFAULTS
AND REMEDIES


 


Section 6.1.     Events
of Default.


 


(a)           Each
of the following is an “Event of Default”:


 


(1)            default
in any payment of interest on any Note when due and payable, continued for 30 days;


 






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(2)            default
in the payment of the principal amount of or premium, if any, on any Note issued under this Indenture when due at its Stated Maturity,
upon optional redemption, upon required repurchase, upon declaration or otherwise;


 


(3)            failure
by the Company or any Guarantor to comply for 60 days after written notice by the Trustee on behalf of the Holders or by the Holders
of at least 30% in aggregate principal amount of the outstanding Notes with any agreement or obligation contained in this Indenture;
provided that in the case of a failure to comply with this Indenture provisions described under ‎Section 3.10,
such period of continuance of such default or breach shall be 180 days after written notice described in this ‎Section 6.1(a)(3) has
been given (subject to the proviso in ‎Section 3.10(a)(1));


 


(4)            default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Company or any Significant Subsidiary (or group of Restricted Subsidiaries that, taken together (as of the latest
audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary)
(or the payment of which is Guaranteed by the Company or any Significant Subsidiary (or group of Restricted Subsidiaries that, taken together
(as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant
Subsidiary)) other than Indebtedness owed to the Company or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists,
or is created after the date hereof, which default:


 


(A)           is
caused by a failure to pay principal of such Indebtedness, at its stated final maturity (after giving effect to any applicable grace periods)
provided in such Indebtedness (“payment default”); or


 


(B)            results
in the acceleration of such Indebtedness prior to its stated final maturity;


 


and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which there has been a payment default of principal at its stated
final maturity (after giving effect to any applicable grace periods) or the maturity of which has been so accelerated, aggregates to $100.0 million
or more at any one time outstanding;


 


(5)            failure
by the Company or any Significant Subsidiary (or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated
financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary), to pay final judgments
aggregating in excess of $100.0 million other than any judgments covered by indemnities provided by, or insurance policies issued by,
reputable and creditworthy companies, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days
after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced
by any creditor upon such judgment or decree which is not promptly stayed;


 






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(6)            (A) any
Note Guarantee by a Significant Subsidiary ceases to be in full force and effect, other than (1) in accordance with the terms of
this Indenture; or (2) in connection with the bankruptcy of a Guarantor, so long as the aggregate assets of such Guarantor and any
other Guarantor whose Note Guarantee ceased or ceases to be in full force as a result of a bankruptcy are less than $100.0 million, or
(B) a Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under its Note Guarantee, other than in accordance
with the terms thereof or upon release of such Note Guarantee in accordance with this Indenture;


 


(7)            the
Company or a Significant Subsidiary (or any group of Restricted Subsidiaries, that taken together as of the latest audited consolidated
financial statements of the Company and its Restricted Subsidiaries, would constitute a Significant Subsidiary) pursuant to or within
the meaning of any Bankruptcy Law:


 


(A)            commences
a voluntary case or proceeding;


 


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


 


(C)            consents
to the appointment of a Custodian of it or for substantially all of its property;


 


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


 


(E)            consents
to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it; or


 


(F)            takes
any comparable action under any foreign laws relating to insolvency;


 


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


 


(A)            is
for relief against the Company or a Significant Subsidiary (or any group of Restricted Subsidiaries, that taken together as of the latest
audited consolidated financial statements for the Company and its Restricted Subsidiaries, would constitute a Significant Subsidiary)
in an involuntary case;


 


(B)            appoints
a Custodian of the Company or a Significant Subsidiary (or any group of Restricted Subsidiaries, that taken together as of the latest
audited consolidated financial statements for the Company and its Restricted Subsidiaries, would constitute a Significant Subsidiary)
for substantially all of its property;


 


(C)            orders
the winding up or liquidation of the Company or a Significant Subsidiary (or any group of Restricted Subsidiaries, that taken together
as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries, would constitute a Significant
Subsidiary); or


 






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(D)            or
any similar relief is granted under any foreign laws and the order, decree or relief remains unstayed and in effect for 60 consecutive
days;


 


provided
that a Default under Sections ‎6.1(a)(3), ‎6.1(a)(4) or ‎6.1(a)(5) above will not
constitute an Event of Default until the Trustee or the Holders of at least 30% in principal amount of the outstanding Notes notify the
Company of the Default (with a copy to the Trustee, if notice is given by the Holders) and, with respect to Sections ‎6.1(a)(3) and
‎6.1(a)(5) above and subject to ‎Section 6.1(d), the Company does not cure such Default within the time
specified in Sections ‎6.1(a)(3) and ‎6.1(a)(5) above after receipt of such notice; provided that
a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior
to such notice of Default. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default,
notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a “Directing
Holder”) must be accompanied by a written representation from each such Holder delivered to the Company and the Trustee that such
Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that
are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to
the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting
Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at
the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably
request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days
of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation
or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC
shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering any direction to the Trustee.


 


(b)           If,
following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there
is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to
the Trustee an Officer’s Certificate stating that the Company has initiated litigation in a court of competent jurisdiction seeking
a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any
Event of Default or acceleration (or notice thereof) that resulted from the applicable Noteholder Direction, the cure period with respect
to such Event of Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically
reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter.
If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officer’s
Certificate (a “Verification Covenant Officer’s Certificate”) stating that a Directing Holder failed to satisfy its
Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to
any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy
stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s
participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes
held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder
Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have
occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default
or Event of Default.


 






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(c)           Notwithstanding
anything in Sections ‎6.1(a) and ‎6.1(b) to the contrary, any Noteholder Direction delivered to the Trustee
during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing
paragraphs. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it
in accordance with this Indenture and shall have no duty to inquire as to or investigate the accuracy of any Position Representation,
enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise
make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short
Derivative Instruments or otherwise and shall have no liability for ceasing to take any action, staying any remedy or otherwise failing
to act in accordance with a Noteholder Direction during the pendency of litigation or a Noteholder Direction after a Verification Covenant
Officer’s Certificate has been provided to it. The Trustee shall have no liability or responsibility to the Company, any Holder
or any other Person in connection with any Noteholder Direction or to determine whether or not any Holder has delivered a Position Representation
or that such Position Representation conforms with this Indenture or any other Agreement.


 


(d)           If
a Default for a failure to report or failure to deliver a required certificate in connection with another default (the “Initial
Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report or failure to deliver
a required certificate in connection with another default that resulted solely because of that Initial Default shall also be cured without
any further action.


 


(e)           Any
Default or Event of Default for the failure to comply with the time periods prescribed in ‎Section 3.10
or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture
shall be deemed to be cured upon the delivery of any such report required by ‎Section 3.10
or such notice or certificate, as applicable, even though such delivery is not within the prescribed
period specified in this Indenture. Any time period in this Indenture to cure any actual or alleged Default or Event of Default may be
extended or stayed by a court of competent jurisdiction to the extent such actual or alleged Default or Event of Default is the subject
of litigation.


 


Section 6.2.     Acceleration.
If any Event of Default (other than an Event of Default described in Sections ‎6.1(a)(7) or ‎6.1(a)(8)) has
occurred and is continuing, the Trustee by written notice to the Company or the Holders of at least 30% in principal amount of the outstanding
Notes by written notice to the Company and the Trustee may declare the principal of and accrued and unpaid interest, if any, on all the
Notes to be due and payable. Upon such a declaration, such principal and accrued and unpaid interest, if any, will be due and payable
immediately.


 


In the event of a declaration of acceleration of
the Notes because an Event of Default specified in ‎Section 6.1(a)(4) has occurred and is continuing, the declaration
of acceleration of the Notes shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders,
if, within 30 days after such Event of Default arose (x) the Indebtedness that gave rise to such Event of Default shall have
been discharged in full; or (y) the event of default or payment default triggering such Event of Default pursuant to Section 6.1‎(4) has
been remedied or cured, or waived by the holders of such indebtedness; and (z) the annulment of the acceleration of the Notes would
not conflict with any judgment or decree of a court of competent jurisdiction.


 


If an Event of Default described in ‎Section 6.1(a)(7) or
‎6.1(a)(8) occurs and is continuing, the principal of and accrued and unpaid interest, if any, on all the Notes will become
and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.


 






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Section 6.3.     Other
Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in
equity to collect the payment of principal of, or premium, if any, or interest, if any, on the Notes or to enforce the performance of
any provision of the Notes or this Indenture.


 


The Trustee may maintain a proceeding even if it
does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.


 


Section 6.4.     Waiver
of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the
Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes), an existing Default or Event of Default and its consequences under
this Indenture except (i) a Default or Event of Default in the payment of the principal of, or interest, on a Note or (ii) a
Default or Event of Default in respect of a provision that under ‎Section 9.2 cannot be amended without the consent of
each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission
would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been
cured or waived except nonpayment of principal, premium, if any, interest, if any, that has become due solely because of the acceleration,
(3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which
has become due otherwise than by such declaration of acceleration, has been paid, (4) the Issuer has paid the Trustee its compensation
and reimbursed the Trustee for its reasonable expenses, disbursements and advances and (5) in the event of the cure or waiver of
an Event of Default of the type described in ‎Section 6.1(a)(4), the Trustee shall have received an Officer’s Certificate
and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect any subsequent
Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver
shall extend to any subsequent or other Default or Event of Default or impair any consequent right.


 


Section 6.5.     Control
by Majority. The Holders of a majority in aggregate principal amount of the outstanding Notes 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. However,
the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes or that the Trustee determines
is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability (it being understood that the
Trustee has no duty to determine if any directed action is prejudicial to any Holder); provided, however, that the Trustee
may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action
hereunder, the Trustee shall be entitled to indemnification satisfactory to it against all fees, losses, liabilities and expenses (including
attorney’s fees and expenses) caused by taking or not taking such action.


 


Section 6.6.     Limitation
on Suits. Subject to ‎Section 6.7, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:


 


(1)            such
Holder has previously given the Trustee written notice that an Event of Default is continuing and, if such Event of Default is in respect
of Sections ‎6.1(a)(3), ‎6.1(a)(4) or
‎6.1(a)(5), such Holder is not in breach of a Position
Representation or Verification Covenant;


 


(2)            Holders,
or in the case of Sections ‎6.1(a)(3), ‎6.1(a)(4) or
‎6.1(a)(5), Directing Holders that are not in breach
of a Position Representation or Verification Covenant, of at least 30% in aggregate principal amount of the outstanding Notes have requested
in writing the Trustee to pursue the remedy;


 






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(3)            such
Holders, or Directing Holders that are not in breach of a Position Representation (as applicable), have offered in writing and, if requested,
provided to the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;


 


(4)            the
Trustee has not complied with such request within 60 days after the receipt of the written request and the offer of security or
indemnity; and


 


(5)            Holders
of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a written direction that, in the opinion
of the Trustee, is inconsistent with such request within such 60-day period.


 


A Holder may not use this Indenture to prejudice
the rights of another Holder or to obtain a preference or priority over another Holder (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 6.7.         Rights
of Holders to Receive Payment. Notwithstanding any other provision of this Indenture (including, without limitation, ‎Section 6.6),
the contractual right of any Holder to receive payment of interest on the Notes held by such Holder or to institute suit for the enforcement
of any such payment on or with respect to such Holder’s Notes shall not be impaired or affected without the consent of such Holder
(and, for the avoidance of doubt, the amendment, supplement or modification in accordance with the terms of this Indenture of Articles
 ‎III and ‎IV and Sections ‎6.1(a)(3), ‎6.1(a)(4), ‎6.1(a)(5) and ‎6.1(a)(6) and
the related definitions shall be deemed not to impair the contractual right of any Holder to receive payments of principal of and interest
on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with
respect to such Holder’s Note).


 


Section 6.8.         Collection
Suit by Trustee. If an Event of Default specified in Sections ‎6.1(a)(1) and ‎6.1(a)(2) 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 ‎Section 7.7.


 


Section 6.9.         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 (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer, its Subsidiaries
or its or their respective creditors or properties and, unless prohibited by law or applicable regulations, may be entitled and empowered
to participate as a member of any official committee of creditors appointed in such matter and 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 the compensation, expenses, disbursements and advances
of the Trustee, its agents and its counsel, and any other amounts due the Trustee under ‎Section 7.7.


 


No provision of this Indenture shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
liquidation, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.


 






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Section 6.10.       Priorities.


 


(a)           If
the Trustee collects any money or property pursuant to this ‎Article VI, it shall pay out the money or property in the
following order:


 


FIRST:
to the Trustee and its agents and attorneys for amounts due to it under ‎Section 7.7, including payment of all
reasonable compensation, expenses and liabilities incurred, and all advances made, by it and the costs and expenses of collection;


 


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


 


THIRD: to the Issuer, or to the extent
the Trustee collects any amount for any Guarantor, to such Guarantor.


 


(b)           The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this ‎Section 6.10. At least 15 days
before such record date, the Issuer shall send or cause to be sent to each Holder 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, having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This ‎Section 6.11 does not apply to a suit by the Trustee, a suit by the Issuer, a suit by a Holder
pursuant to ‎Section 6.7 or a suit by Holders of more than 20.0% in outstanding aggregate principal amount of the Notes.


 


Article VII


 


TRUSTEE


 


Section 7.1.         Duties
of Trustee.


 


(a)           If
an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in 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:


 


(1)            the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and


 


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


 






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(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:


 


(1)            this
paragraph does not limit the effect of ‎Section 7.1(b);


 


(2)            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;


 


(3)            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 ‎Section 6.5; and


 


(4)            no
provision of this Indenture or the Notes 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 thereunder or in the exercise of any of its rights or powers, if it shall have reasonable
grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.


 


(d)           Every
provision of this Indenture that in any way relates to the Trustee is subject to this ‎Section 7.1 and ‎Section 7.2.


 


(e)           The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.


 


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


 


(g)           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 7.1.


 


Section 7.2.         Rights
of Trustee. Subject to ‎Section 7.1:


 


(a)           The
Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate, judgment,
statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document (whether in its original
or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need
not investigate any fact or matter stated in the document.


 


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


 


(c)           The
Trustee may execute any of the trusts and powers hereunder or perform any duties hereunder either directly or by or through its attorneys
and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care by it hereunder.


 






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(d)           The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights
or powers conferred upon it by this Indenture.


 


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


 


(f)           The
Trustee shall not be deemed to have notice of any Default or Event of Default or whether any entity or group of entities constitutes
a Significant Subsidiary unless written notice of any event which is in fact such a Default or of any such Significant Subsidiary is
received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.


 


(g)           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 to each agent (including the Authenticating
Agent), custodian and other Person employed to act hereunder.


 


(h)           The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Notes at the request,
order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered and, if
requested, provided to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which
may be incurred therein or thereby.


 


(i)            The
Trustee shall not be deemed to have knowledge of any fact or matter unless such fact or matter is actually known to a Trust Officer of
the Trustee.


 


(j)            Whenever
in the administration of this Indenture or the Notes the Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of negligence or willful misconduct on its part, request and conclusively rely upon an Officer’s Certificate.


 


(k)           The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable notice, the books,
records and premises of the Issuer and the Restricted Subsidiaries, personally or by agent or attorney at the sole cost of the Issuer
and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.


 


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


 


(m)          The
Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture or the Notes, which Officer’s Certificate may be signed
by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate
previously delivered and not superseded.


 






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(n)           In
no event shall the Trustee be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage of any
kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or
damage.


 


(o)           Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed
by one Officer of the Issuer.


 


(p)           In
respect of this Indenture, the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions,
directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give
such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such
electronic transmission and may conclusively rely on, and comply with, such instructions, directions, reports, notices or other communications
or other information reasonably believed by it to be genuine and to have been sent by the proper Person; and the Trustee shall not, in
the absence of negligence or willful misconduct on its part, have any liability for any losses, liabilities, costs or expenses incurred
or sustained by any party as a result of such reliance in good faith upon, or compliance in good faith with, such instructions, directions,
reports, notices or other communications or information. Each party agrees to assume all risks arising out of the use of electronic methods
by such party to submit instructions, directions, reports, notices or other communications or information to the Trustee by such party,
including without limitation the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or
information, and the risk of interception and misuse by third parties.


 


(q)           The
permissive rights of the Trustee enumerated herein shall not be construed as duties of the Trustee.


 


(r)            The
Trustee is not responsible for monitoring the performance of other persons or for the failure of others to perform their duties.


 


(s)           Any
action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent
of any person in accordance with this Indenture who, at the time of making such request or giving such authority or consent, is the holder
of any Note shall, to the extent provided in this Indenture, be conclusive and binding upon future holders of Notes, and upon Notes executed
and delivered in exchange therefor or in place thereof.


 


(t)            Notwithstanding
anything to the contrary set forth herein, in no event shall the Trustee or the Paying Agent be liable for interest on any money received
by it (including, but not limited to, any negative interest) except as the Trustee or the Paying Agent may otherwise agree in writing
with the Company.


 


Section 7.3.         Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Issuer, Guarantors or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar,
co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Section ‎7.10.
In addition, the Trustee shall be permitted to engage in transactions with the Issuer and its Affiliates and Subsidiaries.


 






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Section 7.4.         Trustee’s
Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture
or the Notes, shall not be accountable for the Issuer’s use of the proceeds from the sale of the Notes, shall not be responsible
for the use or application of any money received by any Paying Agent other than the Trustee or any money paid to the Issuer pursuant
to the terms of this Indenture and shall not be responsible for any statement of the Issuer in this Indenture or in any document issued
in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.


 


Section 7.5.         Notice
of Defaults. If a Default or Event of Default occurs and is continuing and if a Trust Officer has actual knowledge thereof, the Trustee
shall send electronically or by first class mail to each Holder at the address set forth in the Notes Register notice of the Default
or Event of Default within 60 days after it is actually known to a Trust Officer. Except in the case of a Default or Event of Default
in payment of principal of or interest, if any, on any Note (including payments pursuant to the optional redemption or required repurchase
provisions of such Note), the Trustee may withhold the notice if and so long it in good faith determines that withholding the notice
is in the interests of the Holders.


 


Section 7.6.         Monies
to Be Held in Trust. All monies received by the Trustee shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received. The Trustee shall be under no liability for interest on any money received by it hereunder except
as may be agreed from time to time by the Company and the Trustee.


 


Section 7.7.         Compensation
and Indemnity. The Issuer and the Guarantors, jointly and severally, shall pay to the Trustee from time to time compensation for
its services hereunder and under the Notes as the Issuer and the Trustee shall from time to time agree in writing. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer and the Guarantors, jointly
and severally, shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including,
but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing
of notices to Holders. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the agents,
counsel, accountants and experts of the Trustee. The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee, its
directors, officers, employees and agents and hold each of them harmless against any and all loss, liability, damages, claims or expense,
including taxes (other than taxes based upon the income of the Trustee) (including reasonable attorneys’ and agents’ fees
and expenses) incurred by it without willful misconduct or gross negligence, as determined by a final non-appealable order of a court
of competent jurisdiction, on its part in connection with the administration of this trust and the performance of its duties or exercise
of its rights hereunder and under the Notes, including the costs and expenses of enforcing this Indenture (including this ‎Section 7.7)
and the Notes and of defending itself against any claims (whether asserted by any Holder, the Issuer or otherwise). The Trustee shall
notify the Issuer promptly of any claim for which it may seek indemnity of which it has received written notice. Failure by the Trustee
to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee
shall provide reasonable cooperation at the Issuer’s expense in the defense. The Trustee may have separate counsel and the Issuer
shall pay the fees and expenses of such counsel; provided that the Issuer shall not be required to pay the fees and expenses of
such separate counsel if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there
is no conflict of interest between the Issuer and the Trustee in connection with such defense; provided further that, the Company
shall be required to pay the reasonable fees and expenses of such counsel in evaluating such conflict and any settlement will require
the consent of the Trustee, which consent shall not be unreasonably withheld.


 






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To secure the Issuer’s payment obligations
in this ‎Section 7.7, 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. Such lien shall survive
the satisfaction and discharge of this Indenture. The Trustee’s respective right to receive payment of any amounts due under this
‎Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Issuer.


 


The Issuer’s payment obligations pursuant
to this ‎Section 7.7 shall survive the discharge of this Indenture, payment of the Notes and any resignation or removal
of the Trustee under ‎Section 7.8. Without prejudice to any other rights available to the Trustee under applicable law,
when the Trustee incurs fees, expenses or renders services after the occurrence of a Default specified in ‎Section 6.1(a)(7) or
‎Section 6.1(a)(8), the fees and expenses (including the reasonable fees and expenses of its counsel) are intended to
constitute administrative expenses for purposes of priority under any Bankruptcy Law.


 


Section 7.8.         Replacement
of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days prior to the effective
date of such resignation. The Holders of a majority in aggregate principal amount of the Notes may remove the Trustee by so notifying
the removed Trustee in writing not less than 30 days prior to the effective date of such removal and may appoint a successor Trustee
with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if:


 


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


 


(2)            the
Trustee is adjudged bankrupt or insolvent;


 


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


 


(4)            the
Trustee otherwise becomes incapable of acting.


 


If the Trustee resigns or is removed by the Issuer
or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee
as described in the preceding paragraph, or if a vacancy exists in the office of the 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.


 


A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor
Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the lien provided for in ‎Section 7.7.


 


If a successor Trustee does not take office within
60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10.0% in aggregate principal
amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor
Trustee.


 


If the Trustee fails to comply with ‎Section 7.10,
any Holder, 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.


 






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Notwithstanding the replacement of the Trustee
pursuant to this ‎Section 7.8, the Issuer’s obligations under ‎Section 7.7 shall continue for the
benefit of the retiring Trustee with respect to expense and liabilities incurred by it for actions taken or omitted to be taken in accordance
with its rights, powers, and duties under this Indenture prior to such replacement. The predecessor Trustee shall have no liability for
any action or inaction of any successor Trustee.


 


Section 7.9.         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 without any
further act shall be the successor Trustee.


 


In case at the time such successor or successors
by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have
been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor
trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor
to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee;
provided that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Notes in the name
of any predecessor Trustee shall only apply to its successor or successors by merger, consolidation or conversion.


 


Section 7.10.       Eligibility;
Disqualification. This Indenture shall always have a Trustee. The Trustee shall have a combined capital and surplus as required by
Section 310(a)(2) of the Trust Indenture Act.


 


Section 7.11.       [Reserved].


 


Section 7.12.       Trustee’s
Application for Instruction from the Issuer. Any application by the Trustee for written instructions from the Issuer may, at the
option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action
taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such
application (which date shall not be less than three (3) Business Days after the date any Officer of the Issuer actually receives
such application, unless any such Officer shall have consented in writing to any earlier date) unless prior to taking any such action
(or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application
specifying the action to be taken or omitted.


 


Article VIII


 


LEGAL
DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.1.         Option
to Effect Legal Defeasance or Covenant Defeasance; Defeasance. The Issuer may, at its option and at any time, elect to have either
‎Section 8.2 or ‎8.3 be applied to all outstanding Notes upon compliance with the conditions set forth below
in this ‎Article VIII.


 






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Section 8.2.         Legal
Defeasance and Discharge. Upon the Issuer’s exercise under ‎Section 8.1 of the option applicable to this ‎Section 8.2,
the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in ‎Section 8.4,
be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the
date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance
means that the Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of ‎Section 8.5 and
the other Sections of this Indenture referred to in Sections ‎8.2(1) and ‎8.2(2) below, and to have satisfied
all of their other obligations under the Note Documents (and the Trustee, on written demand of and at the expense of the Issuer, shall
execute such instruments reasonably requested by the Issuer acknowledging the same) and to have cured all then existing Events of Default,
except for the following provisions which will survive until otherwise terminated or discharged hereunder:


 


(1)            the
rights of Holders of Notes issued under this Indenture to receive payments in respect of the principal of, premium, if any, and interest,
if any, on the Notes when such payments are due solely out of the trust referred to in ‎Section 8.4;


 


(2)            the
Issuer’s obligations with respect to the Notes under ‎Article II concerning issuing temporary Notes, registration
of such Notes, mutilated, destroyed, lost or stolen Notes and ‎Section 3.12 concerning the maintenance of an office or
agency for payment and money for security payments held in trust;


 


(3)            the
rights, powers, trusts, duties, indemnities and immunities of the Trustee and the Issuer’s or Guarantors’ obligations in
connection therewith; and


 


(4)            this
‎Article VIII with respect to provisions relating to Legal Defeasance.


 


Section 8.3.         Covenant
Defeasance. Upon the Issuer’s exercise under ‎Section 8.1 of the option applicable to this ‎Section 8.3,
the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in ‎Section 8.4,
be released from each of their obligations under the covenants contained in ‎Section 3.2, ‎3.3, ‎3.4,
‎3.5, ‎3.6, ‎3.7, ‎3.8, ‎3.9, ‎3.10, ‎3.11,
‎3.16, ‎3.19, ‎3.20, ‎3.21 and ‎Section 4.1 (except ‎Section 4.1(a)(1) and
‎4.1(a)(2)) with respect to the outstanding Notes on and after the date the conditions set forth in ‎Section 8.4 are
satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection
with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Issuer and the Guarantors may omit to comply with
and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under ‎Section 6.1(a),
but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition,
upon the Issuer’s exercise under ‎Section 8.1 of the option applicable to this ‎Section 8.3, subject
to the satisfaction of the conditions set forth in ‎Section 8.4, Sections ‎6.1(a)(3) (other than
with respect to ‎Section 4.1(a)(1) and (a)‎(2)), ‎6.1(a)(4), ‎6.1(a)(5), ‎6.1(a)(6),
‎6.1(a)(7) (with respect only to a Guarantor that is a Significant Subsidiary or any group of Guarantors that taken together
would constitute a Significant Subsidiary), and ‎6.1(a)(8) (with respect only to a Guarantor that is a Significant Subsidiary
or any group of Guarantors that taken together would constitute a Significant Subsidiary) hereof shall not constitute Events of Default.


 


Section 8.4.         Conditions
to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Sections 8.2
or ‎8.3:


 


(1)            the
Issuer must irrevocably deposit in trust with the Trustee, cash in U.S. dollars or U.S. Government Obligations or a combination thereof,
in such amounts as will be sufficient (in case U.S. Government Obligations have been deposited, in the opinion of a nationally recognized
investment bank, appraisal firm or firm of independent public accountants certified in writing to the Trustee), for the payment of principal,
premium, if any, and interest on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption date,
as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited
shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable
Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable
Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption; provided that
the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any legal
defeasance or covenant defeasance. Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the
Trustee at least two (2) Business Days prior to the redemption date that confirms that such Applicable Premium Deficit shall be
applied toward such redemption;


 






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


 


(A)            the
Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or


 


(B)            since
the issuance of such Notes, there has been a change in the applicable U.S. federal income tax law;


 


in either case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes, in their capacity as
Holders of the Notes, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance
and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;


 


(3)            in
the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States stating that,
subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(4)            no
Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens
in connection therewith) shall have occurred and be continuing on the date of such deposit;


 


(5)            such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Credit Facilities
or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which
the Issuer or any Guarantor is bound;


 


(6)            [reserved];


 






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


 


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


 


Section 8.5.         Deposited
Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. Subject to ‎Section 8.6,
all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this ‎Section 8.5, the “Trustee”) pursuant to ‎Section 8.4 in respect
of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture,
to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine,
to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, and interest, but such money
need not be segregated from other funds except to the extent required by law.


 


The Issuer will pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to ‎Section 8.4
or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the outstanding Notes.


 


Notwithstanding anything in this ‎Article VIII
to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any money or U.S. Government
Obligations held by it as provided in ‎Section 8.4 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under ‎Section 8.4(1)),
are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.


 


Section 8.6.         Repayment
to the Issuer. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of
the principal of, premium or interest on, any Note and remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the Issuer on its written request unless an abandoned property law designates another Person
or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look
only to the Issuer for payment thereof unless an abandoned property law designates another Person, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Issuer
cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Issuer..


 


Section 8.7.         Reinstatement.
If the Trustee or Paying Agent is unable to apply any money or U.S. dollars or U.S. Government Obligations in accordance with ‎Section 8.2 or
‎8.3, as the case may be, by reason of any order or judgment of any court or Governmental Authority enjoining, restraining
or otherwise prohibiting such application, then the Issuer’s and the Guarantors’ obligations under this Indenture and the
Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to ‎Section 8.2
or ‎8.3 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with ‎Section 8.2 or
‎8.3, as the case may be; provided, however, that, if the Issuer make any payment of principal of, premium,
or interest on, any Note following the reinstatement of its obligations, the Issuer will be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.


 






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Article IX


 


AMENDMENTS


 


Section 9.1.         Without
Consent of Holders. Notwithstanding ‎Section 9.2 of this Indenture, the Issuer, any Guarantor (with respect to its
Note Guarantee or this Indenture) and the Trustee may amend, supplement or modify this Indenture, any Note Guarantee and the Notes (including
in each case, if applicable, the form of agreements attached hereto and thereto as exhibits), and the Issuer may direct the Trustee to
enter into an amendment to this Indenture, any Note Guarantee and the Notes (including in each case, if applicable, the form of agreements
attached hereto and thereto as exhibits), without the consent of any Holder to:


 


(1)            cure
any ambiguity, omission, mistake, defect, error or inconsistency, conform any provision to any provision under the heading “Description
of the Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes;


 


(2)            provide
for the assumption by a successor Person of the obligations of the Issuer or a Guarantor under any Note Document or to comply with ‎Section 4.1 or
otherwise add an obligor;


 


(3)            provide
for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the
form of the Notes (including related definitions);


 


(4)            add
to or modify the covenants or provide for a Note Guarantee for the benefit of the Holders or to surrender any right or power conferred
upon the Issuer or any Restricted Subsidiary;


 


(5)            make
any change (including changing the CUSIP or other identifying number on any Notes) that would provide any additional rights or benefits
to the Holders or that does not adversely affect the rights of any Holder in any material respect;


 


(6)            at
the Company’s election, to comply with any requirement of the SEC in connection with the qualification of this Indenture under
the Trust Indenture Act, if such qualification is required;


 


(7)            make
such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes in accordance with the
terms of this Indenture;


 


(8)            provide
for any Restricted Subsidiary to provide a Note Guarantee in accordance with ‎Section 3.2, to add Guarantees with respect
to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking
of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for
under this Indenture;


 






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(9)            evidence
and provide for the acceptance and appointment under this Indenture of a successor Trustee or successor Paying Agent hereunder pursuant
to the requirements hereof or to provide for the accession by the Trustee to any Note Document;


 


(10)          secure
the Notes and/or the related Note Guarantees or to add collateral thereto;


 


(11)          add
an obligor or a Guarantor under this Indenture;


 


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


 


(13)          comply
with the rules and procedures of any applicable securities depositary.


 


Subject to ‎Section 9.2, upon
the request of the Issuer and upon receipt by the Trustee of the documents described in Sections ‎9.6 and ‎13.2,
the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended
or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise,
in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture.


 


Section 9.2.         With
Consent of Holders. Except as provided below in this ‎Section 9.2, the Issuer, the Guarantors and the Trustee may
amend or supplement this Indenture, any Note Guarantee and the Notes (including in each case, if applicable, the form of agreements attached
hereto and thereto as exhibits) issued hereunder with the consent of the Holders of at least a majority in principal amount of all the
outstanding Notes issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes, and any Default or Event of Default (other than a Default or Event of Default in the payment
of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Notes and the Note Guarantees may be waived with the consent of the
Holders of at least a majority in principal amount of all the outstanding Notes issued under this Indenture (including consents obtained
in connection with a purchase of or tender offer or exchange offer for Notes). ‎Section 2.12 and ‎Section 13.4 shall
determine which Notes are considered to be “outstanding” for the purposes of this ‎Section 9.2.


 


Upon the request of the Issuer, and upon delivery
to the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described
in ‎Section 9.6 and ‎13.2, the Trustee will join with the Issuer and the Guarantors in the execution of such
amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities
or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter
into such amended or supplemental indenture.


 






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Without the consent of each Holder of Notes affected,
an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:


 


(1)            reduce
the principal amount of such Notes whose Holders must consent to an amendment;


 


(2)            reduce
the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to ‎Section 3.5
and ‎Section 3.9);


 


(3)            reduce
the principal of or extend the Stated Maturity of any such Note (other than provisions relating to ‎Section 3.5 and ‎Section 3.9);


 


(4)            reduce
the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set
forth in ‎Section 5.7;


 


(5)            make
any such Note payable in currency other than that stated in such Note;


 


(6)            impair
the contractual right of any Holder to institute suit for the enforcement of any payment of principal of and interest on such Holder’s
Notes on or after the due dates therefor;


 


(7)            waive
a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that
resulted from such acceleration);


 


(8)            make
any change in the amendment or waiver provisions which require the Holders’ consent described in this ‎Section 9.2;
or


 


(9)            except
as permitted by this Indenture, modify the Note Guarantees of any Significant Subsidiary in any manner materially adverse to the Holders.


 


It shall not be necessary for the consent of the
Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient
if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of
the Notes given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange.


 


After an amendment, supplement or waiver under
this ‎Section 9.2 becomes effective, the Company shall deliver to the Holders affected thereby a notice briefly describing
the amendment, supplement or waiver. Any failure of the Company to deliver such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental indenture or waiver.


 


Section 9.3.         [Reserved].


 


Section 9.4.         Revocation
and Effect of Consents and Waivers. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a
Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on any Note. However, any such Holder
of a Note or subsequent Holder of a Note may revoke the consent or waiver as to such Holder’s Note or portion of its Note if the
Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement
or waiver becomes effective in accordance with its terms and thereafter binds every Holder.


 






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The Issuer may, but shall not be obligated to,
fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described in this
‎Section 9.4 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 Holders 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 9.5.         Notation
on or Exchange of Notes. The Issuer may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter
authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Issuer Order, authenticate new
Notes that reflect the amendment, supplement or waiver.


 


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


 


Section 9.6.         Trustee
to Sign Amendments. The Trustee shall sign any amended or supplemental indenture authorized pursuant to this ‎Article IX
if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing
any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Sections ‎7.1 and ‎7.2)
shall be fully protected in conclusively relying upon, in addition to the documents required by ‎Section 13.2, an Officer’s
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted
by this Indenture and is, in respect of such Opinion of Counsel, valid, binding and enforceable against the Issuer or any Guarantor,
as the case may be, in accordance with its terms. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection
with the execution of a supplemental indenture that is substantially in the form attached hereto as Exhibit B.


 


Article X


 


GUARANTEE


 


Section 10.1.       Guarantee.
Subject to the provisions of this ‎Article X, each Guarantor that executes this Indenture or a supplemental indenture
hereto will unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, jointly and severally with each other
Guarantor, to each Holder, and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption
or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations and liabilities of the Issuer
under this Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding and the obligations under ‎Section 7.7) (all the foregoing being
hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor agrees that the Guaranteed Obligations
will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate
to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of
payment to such other Indebtedness.


 


To evidence its Note Guarantee set forth in this
‎Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer
of such Guarantor.


 






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Each Guarantor hereby agrees that its Note Guarantee
set forth in this ‎Section 10.1 shall remain in full force and effect notwithstanding the absence of the endorsement
of any notation of such Note Guarantee on the Notes.


 


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


 


Each Guarantor further agrees (to the extent permitted
by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and
that it will remain bound under this ‎Article X notwithstanding any extension or renewal of any Guaranteed Obligation.


 


Each Guarantor waives presentation to, demand
of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each
Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.


 


Each Guarantor further agrees that its Note Guarantee
herein constitutes a Note Guarantee of payment when due (and not a Note Guarantee of collection) and waives any right to require that
any resort be had by any Holder to any security held for payment of the Guaranteed Obligations.


 


Except as set forth in ‎Section 10.2,
the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason
(other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise,
and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity,
illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed
Obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder
to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person under this Indenture, the Notes
or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or
modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security
held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other
Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance
of the Guaranteed Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might
in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter
of law or equity.


 


Each Guarantor agrees that its Note Guarantee
herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from
its Note Guarantee in compliance with ‎Section 10.2, ‎Article VIII or ‎Article XI. Each
Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or
must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise.


 


In furtherance of the foregoing and not in limitation
of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to
pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise,
each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash,
to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations
then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent
not prohibited by law) (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency,
reorganization or like proceeding relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding).


 






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Each Guarantor further agrees that, as between
such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby
may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event
of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantor for the purposes of this Note Guarantee.


 


Each Guarantor also agrees to pay any and all
fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee or the Holders in enforcing any rights
under this ‎Section 10.1.


 


Section 10.2.       Limitation
on Liability; Termination, Release and Discharge.


 


(a)           Any
term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the
maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under
its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under
its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign, state or provincial law and
not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.


 


(b)           Any
Note Guarantee of a Guarantor shall be automatically and unconditionally released and discharged upon:


 


(1)            a
sale, exchange, transfer or other disposition (including by way of merger, amalgamation, consolidation, dividend distribution or otherwise)
of the Capital Stock of such Guarantor, in each case as a result of which such Guarantor ceases to be a Restricted Subsidiary, or the
sale, exchange, transfer or other disposition, of all or substantially all of the assets of the Guarantor, to a Person other than to
the Company or a Restricted Subsidiary, in each case to the extent not otherwise prohibited by this Indenture;


 


(2)            the
designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which
the Guarantor is no longer a Restricted Subsidiary;


 


(3)            defeasance
or discharge of the Notes pursuant to ‎Article VIII or ‎Article XI;


 


(4)            to
the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition
of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause;


 






    	 	137	 



     


    

 


(5)            such
Guarantor being (or being substantially concurrently) released or discharged from all of (i) its obligations under all of its Note
Guarantees of payment by the Issuer of any Indebtedness of the Issuer under the First Lien Credit Agreement or (ii) in the case
of a Note Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of other Indebtedness
of the Issuer or a Guarantor pursuant to ‎Section 3.7, the relevant Indebtedness, except in the case of (i) or (ii),
a release as a result of the payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is
still considered a release, and if any such Guarantee of such Guarantor under the First Lien Credit Agreement or any Other Guarantee
is so reinstated, such Note Guarantee shall also be reinstated);


 


(6)            upon
the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor or upon the liquidation of
such Guarantor, in each case, in compliance with the applicable provisions of this Indenture;


 


(7)            upon
the achievement of Investment Grade Status by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion
Date; or


 


(8)            as
described under ‎Article IX.


 


Section 10.3.       Right
of Contribution. Each Guarantor hereby agrees that to the extent that any Guarantor shall have paid more than its proportionate share
of any payment made on the obligations under the Note Guarantees, such Guarantor shall be entitled to seek and receive contribution from
and against the Issuer or any other Guarantor who has not paid its proportionate share of such payment. The provisions of this ‎Section 10.3 shall
in no respect limit the obligations and liabilities of each Guarantor to the Trustee and the Holders and each Guarantor shall remain
liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder.


 


Section 10.4.       No
Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated
to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or
right of offset held by the Trustee or any Holder for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled
to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder,
until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guaranteed Obligations are paid in full. If any
amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall
not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from other
funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received
by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guaranteed Obligations.


 






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Article XI


 


SATISFACTION
AND DISCHARGE


 


Section 11.1.       Satisfaction
and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:


 


(a)           either:


 


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


 


(2)            all
Notes not previously delivered to the Trustee for cancellation (i) have become due and payable by reason of the making of a notice
of redemption or otherwise or (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be
called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee,
in the name, and at the expense of the Issuer;


 


(b)           the
Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders,
money in U.S. dollars or U.S. Government Obligations, or a combination thereof, as applicable, in an amount sufficient (in case
U.S. Government Obligations have been deposited, in the opinion of a nationally recognized investment bank, appraisal firm or firm of
independent public accountants certified in writing to the Trustee), to pay and discharge the entire Indebtedness on the Notes not previously
delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of deposit (in the case of Notes
that have become due and payable), or to the Stated Maturity or redemption date, as the case may be; provided that upon any redemption
that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent
that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, as
calculated by the Company or on behalf of the Company by such Person as the Company shall designate, with any Applicable Premium Deficit
only required to be deposited with the Trustee on or prior to the date of redemption (provided that the Trustee shall have no liability
whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and discharge), and any Applicable
Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee at least two (2) Business Days prior
to the redemption date that confirms that such Applicable Premium Deficit shall be applied toward such redemption;


 


(c)           the
Issuer has paid or caused to be paid all other sums payable by the Issuer under this Indenture;


 


(d)           the
Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money in U.S. dollars toward the payment of such
Notes issued hereunder at maturity or the redemption date, as the case may be; and


 


(e)           the
Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent
under this ‎Section 11.1 relating to the satisfaction
and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate
as to matters of fact (including as to compliance with the foregoing Sections ‎11.1(a),
‎11.1(b), 11.1‎(c) and
11.1‎(d).


 


Notwithstanding the satisfaction and discharge
of this Indenture, the Issuer’s obligations to the Trustee in ‎Section 7.7 and, if money in U.S. dollars has been
deposited with the Trustee pursuant to this ‎Section 11.1(a)(i), the provisions of Sections ‎11.2 and
‎8.6 will survive.


 


Section 11.2.       Application
of Trust Money. Subject to the provisions of ‎Section 8.6, all money in U.S. dollars or U.S. Government Obligations
deposited with the Trustee pursuant to ‎Section 11.1 shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting
as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium) and interest for
whose payment such money in U.S. dollars or U.S. Government Obligations has been deposited with the Trustee; but such money in U.S. dollars
or U.S. Government Obligations need not be segregated from other funds except to the extent required by law.


 






    	 	139	 



     


    

 


If the Trustee or Paying Agent is unable to apply
any money or U.S. Government Obligations in accordance with ‎Section 11.1 by reason of any legal proceeding or by reason
of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the
Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to ‎Section 11.1; provided that if the Issuer have made any payment of principal
of, premium or interest on, any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of
the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.


 


Article XII


 


[Reserved.]


 


Article XIII


 


MISCELLANEOUS


 


Section 13.1.       Notices.
Any notice, request, direction, consent or communication made pursuant to the provisions of this Indenture or the Notes shall be in writing
and delivered in person, sent by facsimile, sent by electronic mail in pdf format, delivered by commercial courier service or mailed
by first-class mail, postage prepaid, addressed as follows:


 


if to the Issuer or to any Guarantor:


 


 Option Care Health, Inc.


 3000 Lakeside Dr. Suite 300N 


 Bannockburn, IL 60015 


 Telephone: 866-827-8203 


 Attention: General Counsel


 


with a copy to:


 


Kirkland & Ellis International LLP

30 St Mary Axe

London EC3A 8AF

Facsimile: +44 207 469 2001

Attention: Matthew Merkle


 


if to the Trustee, at its Corporate Trust Office, which Corporate
Trust Office for purposes of this Indenture is at the date hereof located at:


 


Ankura Trust Company, LLC, as Trustee

140 Sherman Street, Fourth Floor


Fairfield, CT 06824


Attention: Administrator – Option Care Health 


Telephone: (603) 389-2003 


Facsimile: (603) 413-8737


 






    	 	140	 



     


    

 



 


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


 


All
notices to Holders of Notes will be validly given if electronically delivered or mailed to them at their respective addresses in the Notes
Register, if any, maintained by the Registrar. For so long as any Notes are represented by Global Notes, all notices to Holders of the
Notes will be delivered to DTC in accordance with the applicable procedures of DTC, delivery of which shall be deemed to satisfy the requirements
of this ‎Section 13.1.


 


Each such notice shall be deemed to have been given
on the date of such publication or, if published more than once on different dates, on the first date on which publication is made; provided
that, if notices are mailed, such notice shall be deemed to have been given on the earlier of such publication and the fifth day after
being so mailed.


 


Any notice or communication mailed to a Holder
shall be mailed to such Holder by first-class mail or other equivalent means and shall be sufficiently given to such Holder if so mailed
within the time prescribed.


 


Failure to electronically deliver or mail a notice
or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication
is electronically delivered or mailed in the manner provided above, it is duly given, whether or not the addressee receives it. Notices
to the Trustee shall be deemed given upon receipt by the Trustee.


 


Notwithstanding any other provision of this Indenture
or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption or purchase) to a Holder
of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC (or its designee) pursuant to
the standing instructions from DTC or its designee.


 


Section 13.2.     Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or application by the Issuer or
any of the Guarantors to the Trustee to take or refrain from taking any action under this Indenture, the Issuer or such Guarantor, as
the case may be, shall furnish to the Trustee:


 


(1)            an
Officer’s Certificate in form satisfactory to the Trustee (which shall include the statements set forth in ‎Section 13.3)
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 satisfied; provided that such Officer’s Certificate shall not be required to be furnished to the Trustee
in connection with the authentication and delivery of the Initial Notes on the Issue Date; and


 


(2)            an
Opinion of Counsel in form satisfactory to the Trustee (which shall include the statements set forth in ‎Section 13.3)
stating that, in the opinion of such counsel, all such conditions precedent have been satisfied and all covenants have been complied
with provided that such Opinion of Counsel shall not be required to be furnished to the Trustee in connection with the authentication
and delivery of the Initial Notes on the Issue Date.


 






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Section 13.3.     Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for
in this Indenture:


 


(1)            a
statement that the individual making such certificate or opinion has read such covenants or conditions precedent provided for in this
Indenture relating to the proposed action;


 


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


 


(3)            a
statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable such individual
to express an informed opinion as to whether or not such covenants or conditions precedent have been complied with; and


 


(4)            a
statement as to whether or not, in the opinion of such individual, all covenants or conditions precedent as provided for in this Indenture
relating to the proposed action have been complied with.


 


In giving such Opinion of Counsel, counsel may
rely as to factual matters on an Officer’s Certificate or on certificates of public officials.


 


Section 13.4.     When
Notes Disregarded. In determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction,
waiver or consent, Notes owned by the Issuer, any Guarantor or any Affiliate of them 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 which a Trust Officer of the Trustee actually 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 13.5.     Rules by
Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by, or at meetings of, Holders. The Registrar
and the Paying Agent may make reasonable rules for their functions.


 


Section 13.6.     Legal
Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on which commercial banking institutions are authorized
or required to be closed in New York, New York or the jurisdiction of the place of payment. If a payment date or a Redemption Date is
a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening
period. If a regular record date is a Legal Holiday, the record date shall not be affected.


 


Section 13.7.     Governing
Law. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES AND THE RIGHTS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section 13.8.     Jurisdiction.
The Issuer and the Guarantors agree that any suit, action or proceeding against the Issuer or any Guarantor brought by any Holder or the
Trustee arising out of or based upon this Indenture, the Note Guarantee or the Notes may be instituted in any state or Federal court in
the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive
jurisdiction of such courts in any suit, action or proceeding. The Issuer and the Guarantors irrevocably waive, to the fullest extent
permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Note Guarantee
or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof,
in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been
brought in an inconvenient forum. The Issuer and the Guarantors agree that final judgment in any such suit, action or proceeding brought
in such court shall be conclusive and binding upon the Issuer or the Guarantors, as the case may be, and may be enforced in any court
to the jurisdiction of which the Issuer or the Guarantors, as the case may be, are subject by a suit upon such judgment.


 






    	 	142	 



     


    

 


Section 13.9.      Waivers
of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE NOTES OR THE NOTE GUARANTEES AND FOR ANY COUNTERCLAIM THEREIN.


 


Section 13.10.     USA
PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all
financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record
information that identifies each person or legal entity that establishes a relationship or opens an account. The parties to this Indenture
agree that they will provide the Trustee with such information as it may request in order to satisfy the requirements of the USA PATRIOT
Act.


 


Section 13.11.     No
Recourse Against Others. No director, officer, employee, incorporator or shareholder of the Issuer or any of its respective Subsidiaries
or Affiliates, as such, shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Note Guarantees
or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver
may not be effective to waive liabilities under the U.S. federal securities laws and it is the view of the SEC that such a waiver is against
public policy.


 


Section 13.12.     Successors.
All agreements of the Issuer and each Guarantor in this Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.


 


Section 13.13.     Counterparts;
Electronic Signatures. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.


 


The
exchange of copies of this Indenture and of signature pages by facsimile, PDF or other electronic transmission  (including
a digital signature provided by DocuSign) shall constitute effective execution and delivery of this Indenture as to the parties hereto
and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or
other electronic methods shall be deemed to be their original signatures for all purposes. Unless otherwise provided in this Indenture
or in any Note, the words “execute”, “execution”, “signed”, and “signature” and words
of similar import used in or related to any document to be signed in connection with this Indenture, any Note or any of the transactions
contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures
and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding
anything to the contrary set forth herein, the Trustee is under no obligation to agree to accept electronic signatures in any form or
format unless expressly agreed to by the Trustee pursuant to procedures approved by the Trustee.


 






    	 	143	 



     


    

 


Section 13.14.     Table
of Contents; Headings. The table of contents, cross-reference table and headings of the Articles and Sections of this Indenture have
been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any
of the terms or provisions hereof.


 


Section 13.15.     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, pandemics, epidemics,
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 best efforts which are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.


 


Section 13.16.     Severability.
In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 13.17.     [Reserved].


 


Section 13.18.     Waiver
of Immunities. To the extent that the Issuer or any Guarantor or any of its properties, assets or revenues may have or may hereafter
become entitled to, or have attributed to them, any right of immunity, on the grounds of sovereignty, from any legal action, suit or proceeding,
from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment,
or from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving
of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect
to their obligations, liabilities or any other matter under or arising out of or in connection with this Indenture, the Notes or the Note
Guarantees, the Issuer and each Guarantor hereby irrevocably and unconditionally, to the extent permitted by applicable law, waives and
agrees not to plead or claim any such immunity and consents to such relief and enforcement.


 


Section 13.19.     Judgment
Currency. The Issuer and each Guarantor agrees to indemnify the recipient against any loss incurred by such recipient as a result
of any judgment or order being given or made against the Issuer or any Guarantor for any amount due hereunder and such judgment or order
being expressed and paid in a currency (the “Judgment Currency”) other than U.S. dollars and as a result of any variation
as between (i) the rate of exchange at which the U.S. dollar amount is converted into the Judgment Currency for the purpose of such
judgment or order, and (ii) the rate of exchange in The City of New York at which such party on the date of payment of such judgment
or order is able to purchase U.S. dollars with the amount of the Judgment Currency actually received by such party if such party had utilized
such amount of Judgment Currency to purchase U.S. dollars as promptly as practicable upon such party’s receipt thereof. The foregoing
indemnity shall constitute a separate and independent obligation of the Issuer and each Guarantor and shall continue in full force and
effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and
costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.


 


[Signature on following pages]


 






    	 	144	 



     


    

 


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


 


	 	OPTION CARE HEALTH, INC.,
	 	as the Company
	 	 
	 	By: 	/s/ Michael Shapiro
	 	 	Name: 	Michael Shapiro
	 	 	Title: 	Senior Vice President, Chief
	 	 	 	Financial Officer and Treasurer
	 	 
	 	By: 	/s/ Clifford Berman
	 	 	Name: 	Clifford Berman
	 	 	Title: 	Senior Vice President and Secretary



 


[Signature
Page to the Indenture]


 






    	 		 



     


    

 


	 	APPLIED HEALTH CARE, LLC
	 	BIOSCRIP INFUSION MANAGEMENT, LLC
	 	BIOSCRIP INFUSION SERVICES, INC.
	 	BIOSCRIP INFUSION SERVICES, LLC
	 	BIOSCRIP MEDICAL SUPPLY SERVICES, LLC
	 	BIOSCRIP PBM SERVICES, LLC
	 	BIOSCRIP PHARMACY (NY), INC.
	 	BIOSCRIP PHARMACY SERVICES, INC.
	 	BIOSCRIP PHARMACY, INC.
	 	BRADHURST SPECIALTY PHARMACY, INC.
	 	CHI HOLDING CORP.
	 	CHRONIMED, LLC
	 	CHS HOLDINGS, INC.
	 	CLINICAL HOLDINGS, INC.
	 	CLINICAL SPECIALTIES, INC.
	 	CLINICAL SPECIALTIES NETWORK SERVICES OF ILLINOIS, INC.
	 	CRESCENT HEALTHCARE, INC.
	 	CRESCENT THERAFUSION, INC.
	 	CRITICAL CARE SYSTEMS OF NEW YORK, INC.
	 	CRITICAL CARE SYSTEMS, INC.
	 	CRITICAL HOMECARE SOLUTIONS, INC.
	 	CSI MANAGED CARE, INC.
	 	CSI MEDICAL BILLING SERVICES, INC.
	 	CSI NETWORK SERVICES OF KENTUCKY, INC.
	 	CSI NETWORK SERVICES OF INDIANA, INC.
	 	CSI NETWORK SERVICES OF MICHIGAN, INC.
	 	DEACONESS ENTERPRISES, LLC
	 	DEACONESS HOMECARE, LLC
	 	EAST GOSHEN PHARMACY, INC.
	 	HC GROUP HOLDINGS III, INC.
	 	HEALTHY CONNECTIONS HOMECARE SERVICES, INC.
	 	HOMECHOICE PARTNERS, INC.
	 	HOME I.V. SPECIALISTS, INC.
	 	INFUSAL PARTNERS
	 	INFUCENTERS, LLC
	 	INFUSCIENCE HHA, LLC
	 	INFUSCIENCE, INC.
	 	INFUSCIENCE SOUTH CAROLINA, LLC
	 	INFUSCIENCE SUB, INC.
	 	INFUSION PARTNERS OF BRUNSWICK, LLC
	 	INFUSION PARTNERS OF MELBOURNE, LLC



 


[Signature Page to
the Indenture]


 






    	 		 



     


    

 


	 	INFUSION PARTNERS, LLC
	 	INFUSION SOLUTIONS, INC.
	 	INFUSION THERAPY SPECIALISTS, INC.
	 	KNOXVILLE HOME THERAPIES, LLC
	 	NATIONAL HEALTH INFUSION, INC.
	 	NATURAL LIVING, INC.
	 	NEW ENGLAND HOME THERAPIES, INC.
	 	NUTRI USA INC.
	 	OPTION CARE ENTERPRISES, INC.
	 	OPTION CARE ENTERPRISES, INC.
	 	OPTION CARE HOME CARE, INC.
	 	OPTION CARE INFUSION SERVICES, INC.
	 	OPTION CARE OF NEW YORK, INC.
	 	OPTION CARE, INC.
	 	OPTIONET, INC.
	 	OPTION HEALTH, LTD.
	 	OPTION HOME HEALTH, INC.
	 	PROFESSIONAL HOME CARE SERVICES, INC.
	 	PHCS ACQUISITION CO, INC.
	 	REGIONAL AMBULATORY DIAGNOSTICS, INC.
	 	RIVER CITY PHARMACY, INC.
	 	SCOTT-WILSON, INC.
	 	SPECIALTY PHARMA, INC.
	 	SPRINGVILLE PHARMACY INFUSION THERAPY, INC.
	 	WILCOX MEDICAL, INC.
	 	as Guarantors,



 


	 	By: 	/s/ Michael Shapiro
	 	 	Name: 	Michael Shapiro
	 	 	Title:	 President, Chief Financial
	 	 	 	Officer and Treasurer
	 	 
	 	By:	 /s/ Clifford Berman
	 	 	Name: 	Clifford Berman
	 	 	Title:	 Secretary



 


[Signature Page to
the Indenture]


 






    	 		 



     


    

 


	 	MEDNOW INFUSION, LLC
	 	OPTION CARE HOME HEALTH, L.L.C.
	 	TRINITY HOMECARE, L.L.C.
	 	UNIVERSITY OPTION CARE, L.L.C.
	 	as Guarantors,



 


	 	By: 	/s/
    Michael Shapiro
	 	 	Name: 	Michael Shapiro
	 	 	Title:	President and Treasurer
	 	 
	 	By:	/s/
    Clifford Berman
	 	 	Name: 	Clifford Berman
	 	 	Title:	Secretary


 


[Signature Page to the Indenture]


 






    	 		 



     


    

 


	 	OPTION CARE INFUSION SUITES, LLC
	 	as Guarantor,
	 	 
	 	By: 	/s/ John Rademacher
	 	 	Name: 	John Rademacher
	 	 	Title:	 President
	 	 
	 	By: 	/s/ Matthew Deans
	 	 	Name: 	Matthew Deans
	 	 	Title: 	Treasurer and Secretary



 


[Signature
Page to the Indenture]


 






    	 		 



     


    

 


	 	Ankura Trust Company, LLC,
	 	as Trustee
	 	 
	 	By: 	/s/ Lisa J. Price
	 	 	Name: 	Lisa J. Price
	 	 	Title: 	Managing Director



 


[Signature Page to
the Indenture]


 






    	 		 



     


    

 


EXHIBIT A


 


[FORM OF FACE OF GLOBAL RESTRICTED NOTE]


[Applicable Restricted Notes Legend]


[Depository Legend, if applicable]


[OID Legend, if applicable]


 


	No. [___]	Principal Amount $[___________] [as revised by the Schedule of Increases and Decreases in Global Note attached hereto]1
	 	CUSIP NO. _____________



 


OPTION CARE HEALTH, INC.,


 


43⁄8% Senior Notes due 2029


 


Option Care Health, Inc., a Delaware corporation
(the “Issuer”), promises to pay to [Cede & Co.],2 or its registered assigns, the principal sum
of _______________ U. S. dollars, [as revised by the Schedule of Increases and Decreases in Global Note attached hereto],3
on October 31, 2029.


 


Interest Payment Dates: April 30 and October 31,
commencing on April 30, 2022


 


Record Dates: April 15 and October 15


 


Additional provisions of this Note are set forth
on the other side of this Note.


 





 



 


1 Insert in Global Notes only.


2 Insert in Global Notes only.


3 Insert in Global Notes only.


 






    	 	A-1	 



     


    

 


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


 


	 	OPTION CARE HEALTH, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	 	A-2	 



     


    

 


CERTIFICATE OF AUTHENTICATION


 


This Note is one of the 43⁄8% Senior Notes
due 2029 referred to in the within-mentioned Indenture.


 


	 	THE HUNTINGTON NATIONAL BANK,
	 	as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Signatory
	 	Dated:	 



 






    	 	A-3	 



     


    

 


[FORM OF REVERSE SIDE OF NOTE]

OPTION CARE HEALTH, INC.

43⁄8% SENIOR NOTES DUE 2029


 


Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture.


 


1.            Interest


 


The Issuer promises to pay interest on the principal
amount of this Note at 43⁄8% per annum from October 27, 2021 until maturity. The Issuer will pay interest semi-annually in arrears
every April 30 and October 31 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each,
an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of issuance; provided, that the first Interest Payment Date shall be April 30,
2022. The Issuer shall pay interest on overdue principal at the rate specified herein, and it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period)
at the same rate to the extent lawful. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day
months.


 


2.            Method
of Payment


 


By no later than 11:00 a.m. (New York
City time) on the date on which any principal of, premium, if any, or interest, on any Note is due and payable, the Issuer shall deposit
with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium, interest when due. Interest on
any Note which is payable, and is timely paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose
name such Note (or one or more Predecessor Notes) is registered at the close of business on the preceding April 15 and October 15
at the office or agency of the Issuer maintained for such purpose pursuant to ‎Section 2.3 of the Indenture. The principal
of (and premium, if any) and interest on the Notes shall be payable at the office or agency of Paying Agent or Registrar designated by
the Issuer maintained for such purpose (which shall initially be the office of the Trustee maintained for such purpose), or at such other
office or agency of the Issuer as may be maintained for such purpose pursuant to ‎Section 2.3 of the Indenture; provided,
however, that, at the option of the Paying Agent, each installment of interest may be paid by (i) check mailed to addresses
of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii) wire transfer to an account located
in the United States maintained by the payee, subject to the third to the last sentence of this paragraph. Payments in respect of Notes
represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available
funds to the accounts specified by The Depository Trust Company or any successor depository. Payments in respect of Notes represented
by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal
amount of Notes represented by Definitive Notes will be made in accordance with the Notes Register, or 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 15 days immediately preceding the relevant
due date for payment (or such other date as the Trustee may accept in its discretion). If an Interest Payment Date or a Redemption Date
is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.


 






    	 	A-4	 



     


    

 



 


3.              Paying
Agent and Registrar


 


The Issuer initially appoints Ankura Trust Company,
LLC (the “Trustee”) as Registrar and Paying Agent for the Notes. The Issuer may change any Registrar or Paying Agent
without prior notice to the Holders. The Issuer or any Guarantor may act as Paying Agent, Registrar or transfer agent.


 


4.              Indenture


 


The Issuer issued the Notes under an Indenture
dated as of October 27, 2021, among the Issuer, the Guarantors named therein and the Trustee (as it may be amended or supplemented
from time to time in accordance with the terms thereof, the “Indenture”). The terms of the Notes include those stated
in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture for a
statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture
shall control.


 


The Notes are senior obligations of the Issuer.
The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of
the 43⁄8% Senior Notes due 2029 referred to in the Indenture. The Notes include (i) $500,000,000 principal amount of the Issuer’s
43⁄8% Senior Notes due 2029 issued under the Indenture on October 27, 2021 (the “Initial Notes”) and (ii) if
and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to October 27, 2021 (the “Additional
Notes”) as provided in ‎Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall
be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be
issued with the same CUSIP as the existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income
tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale
of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution
from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect
to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.


 


5.              Guarantees


 


From and after the Issue Date, to guarantee the
due and punctual payment of the principal, premium, if any, interest (including post-filing or post-petition interest in any proceeding
under Bankruptcy Law) on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same
shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each
Guarantor will unconditionally guarantee (and future guarantors, jointly and severally with the Guarantors, will unconditionally Guarantee)
such obligations on a senior basis pursuant to the terms of the Indenture.


 


6.              Redemption


 


(a)              At
any time prior to October 31, 2024, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor
more than 60 days’ prior notice as described in ‎Section 5.3 of the Indenture, at a redemption price equal
to 100.0% of the principal amount of such Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding,
the date of redemption (the “Redemption Date”).


 






    	 	A-5	 



     


    

 


(b)              At
any time and from time to time prior to October 31, 2024, the Company may, upon not less than 10 nor more than 60 days’
prior notice as described in ‎Section 5.3 of the Indenture, redeem Notes with the Net Cash Proceeds received by the Company
from any Equity Offering at a redemption price equal to 104.375% of the principal amount of such Notes, plus accrued and unpaid interest,
if any, to, but excluding, the applicable Redemption Date, in an aggregate principal amount for all such redemptions not to exceed
40.0% of the original aggregate principal amount of Notes issued under the Indenture on the Issue Date (including Additional Notes);
provided that (i) in each case the redemption takes place not later than 180 days after the closing of the related Equity
Offering and (ii) not less than 40.0% of the original aggregate principal amount of Notes (excluding any Additional Notes) issued
under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company
or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Notes
to be purchased in the manner described under Sections ‎5.1 through ‎5.6 of the Indenture.


 


(c)              Except
pursuant to clauses ‎(a) and ‎(b) of this paragraph 6, the Notes will not be redeemable at the Company’s
option prior to October 31, 2024.


 


(d)              At
any time and from time to time on or after October 31, 2024, the Company may redeem the Notes, in whole or in part, upon not less
than 10 nor more than 60 days’ prior notice as described in ‎Section 5.3 of the Indenture, at a redemption
price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to,
but excluding, the Redemption Date, if redeemed during the twelve-month period beginning on October 31 of the year indicated below:


 


	Year	 	Percentage	 
	2024	 	 	102.188	%
	2025	 	 	101.094	%
	2026 and thereafter	 	 	100.000	%



 


(e)              Notwithstanding
the foregoing, in connection with a tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders
of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender
offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered
and not withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’
prior notice as described in ‎Section 5.3 of the Indenture, given not more than 10 days following such purchase date,
to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder
(excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued
and unpaid interest, if any, thereon, to, but excluding, the date of such redemption. In determining whether the Holders of at least 90%
of the aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer,
including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or
managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer.


 


(f)               Unless
the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for
redemption on the applicable Redemption Date.


 






    	 	A-6	 



     


    

 


(g)              Any
redemption pursuant to paragraph 6 shall be made pursuant to the provisions of Sections ‎5.1 through ‎5.6 of
the Indenture.


 


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


 


7.              Reserved


 


8.              Repurchase
Provisions


 


If a Change of Control occurs, unless the Company
has previously or substantially concurrently therewith delivered a redemption notice with respect to all of the outstanding Notes, each
Holder will have the right to require the Issuer to repurchase from each Holder all or any part (equal to a minimum denomination
of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101.0%
of the aggregate principal amount thereof plus accrued and unpaid interest, to but excluding the date of purchase; provided that
if the repurchase date is on or after the record date and on or before the corresponding interest payment date, then Holders in whose
name the Notes are registered at the close of business on such record date will receive the interest due on the repurchase date, as provided
in, and subject to the terms of, the Indenture.


 


Upon certain Asset Dispositions, the Issuer may
be required to use the Excess Proceeds from such Asset Dispositions to offer to purchase Notes and, at the Issuer’s option, Pari
Passu Indebtedness out of the Excess Proceeds in accordance with the procedures set forth in ‎Section 3.5 and in ‎Article V
of the Indenture.


 


9.              Denominations;
Transfer; Exchange


 


The Notes shall be issuable only in fully registered
form in minimum denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder may transfer
or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements
or transfer documents and to pay a sum sufficient to cover any tax and fees required by law or permitted by the Indenture. The Registrar
need not register the transfer of or exchange of any Note (A) for a period beginning (1) fifteen (15) calendar days before
the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) fifteen
(15) calendar days before an Interest Payment Date and ending on such Interest Payment Date or (B) called for redemption, except
the unredeemed portion of any Note being redeemed in part.


 


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, premium,
if any, 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 to receive such money. After any such payment, Holders entitled to the money
must look only to the Issuer and not to the Trustee for payment as general creditors unless an abandoned property law designates another
person for payment.


 






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12.            Discharge
and Defeasance


 


Subject to certain exceptions and conditions set
forth in the Indenture, the Issuer at any time may terminate some or all of its obligations under the Notes and the Indenture if the Issuer
deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any and interest on the Notes
to redemption or maturity, as the case may be.


 


13.            Amendment,
Supplement, Waiver


 


Subject to certain exceptions contained in the
Indenture, the Indenture and the Notes may be amended, or a Default thereunder may be waived, with the consent of the Holders of a majority
in aggregate principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Issuer, the Guarantors and
the Trustee may amend or supplement the Indenture and the Notes as provided in the Indenture.


 


14.            Defaults
and Remedies


 


If an Event of Default (other than an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer or certain Guarantors) occurs and is continuing,
the Trustee by notice to the Issuer, or the Holders of at least 30.0% in aggregate principal amount of the outstanding Notes by notice
to the Issuer and the Trustee, may declare the principal of and accrued and unpaid interest, and any other monetary obligations on all
the Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, interest, and other monetary
obligations will be due and payable immediately. If a bankruptcy, insolvency or reorganization of the Issuer or a Significant Subsidiary
(or any group of Restricted Subsidiaries, that taken together as of the latest audited consolidated financial statements for the Issuer
and its Restricted Subsidiaries, would constitute a Significant Subsidiary) occurs and is continuing, the principal of and accrued and
unpaid interest and any other monetary obligations on all the Notes will become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in aggregate principal
amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. A notice of Default
may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default.


 


Any Noteholder Direction provided by any one or
more Directing Holders must be accompanied by a Position Representation, which representation, in the case of a Noteholder Direction relating
to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise
ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction,
to make a Verification Covenant. In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant
required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively
rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee.


 






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If, following the delivery of a Noteholder Direction,
but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder
was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating
that the Company has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was,
at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default or acceleration (or notice thereof)
that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and
the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable
determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to
acceleration of the Notes, the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to
satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with
respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted
and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such
Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage
of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder
Direction, such Noteholder Direction shall be void ab initio, with the effect that such Default or Event of Default shall be deemed never
to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of
such Default or Event of Default.


 


Notwithstanding anything in the preceding two paragraphs,
any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar
proceeding shall not require compliance with the preceding two paragraphs.


 


15.            Trustee
Dealings with the Issuer


 


Subject to certain limitations set forth in the
Indenture, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the
Issuer, Guarantors or their Affiliates with the same rights it would have if it were not Trustee. In addition, the Trustee shall be permitted
to engage in transactions with the Issuer and its Affiliates and Subsidiaries.


 


16.            No
Recourse Against Others


 


No director, officer, employee, incorporator or
shareholder of the Issuer or any of its Subsidiaries or Affiliates, as such (other than the Issuer and the Guarantors), shall have any
liability for any obligations of the Issuer or the Guarantors under the Notes, the Note Guarantees or the Indenture or for any claim based
on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.


 


17.            Authentication


 


This Note shall not be valid until an authorized
signatory of the Trustee (or an authenticating agent acting on its behalf) 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 Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), 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).


 






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19.            CUSIP
and ISIN Numbers


 


The Issuer has caused CUSIP and ISIN numbers, if
applicable, to be printed on the Notes and has directed the Trustee to use CUSIP and ISIN numbers, if applicable, in notices of redemption
or purchase as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or
as contained in any notice of redemption or purchase and reliance may be placed only on the other identification numbers placed thereon.


 


20.            Governing
Law


 


This Note shall be governed by, and construed in
accordance with, the laws of the State of New York.


 


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


 


Option Care Health, Inc.


3000 Lakeside Dr. Suite 300N


Bannockburn, IL 60015


Telephone: 866-827-8203


Attention: General Counsel


 






    	 	A-10	 



     


    

 


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 social security 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: 	 


 


	Signature Guarantee: 	 
	 
	(Signature must be guaranteed)
	 
	 	 
	Sign exactly as your name appears on the other side of this Note.


 


The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion
program), pursuant to Exchange Act Rule 17Ad-15.


 


The undersigned
hereby certifies that it  ̈ is /  ̈
is not an Affiliate of the Issuer and that, to its knowledge, the proposed transferee  ̈
is /  ̈ is not an Affiliate of the Issuer.


 


In connection with any transfer or exchange of
any of the Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance
of such Notes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned
confirms that such Notes are being:


 


CHECK ONE BOX BELOW:


 


		(1)	 ̈	acquired for the undersigned’s own account, without transfer; or



 


		(2)	 ̈	transferred to the Issuer; or



 


		(3)	 ̈	transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”); or



 


		(4)	 ̈	transferred pursuant to an effective registration statement under the Securities Act; or



 


		(5)	 ̈	transferred pursuant to and in compliance with Regulation S under the Securities Act; or



 






    	 	A-11	 



     


    

 


		(6)	 ̈	transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended.



 


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 (5) or (6) is checked, the Issuer may require, prior to registering any such transfer of the Notes, in its sole
discretion, such legal opinions, certifications and other information as the Issuer may reasonably request 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,
such as the exemption provided by Rule 144 under the Securities Act.


 


	 	 	 
	 	 	Signature
	 	 	 
	Signature Guarantee:	 	 
	 	 	 
	 	 	 
	(Signature must be guaranteed)	 	Signature



 


The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion
program), pursuant to Exchange Act Rule 17Ad-15.


 


TO BE COMPLETED BY PURCHASER IF BOX (1) OR (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, as amended,
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.


 


	 	 	 
	 	Dated: 



 






    	 	A-12	 



     


    

 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTES


 


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


	 	 	 	 	 	 	 	 	 


 






    	 	A-13	 



     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you elect to have this Note purchased by the
Issuer pursuant to Section ‎3.5 or ‎3.9 of the Indenture, check either box:


 


‎Section 3.5
 ̈  ‎Section 3.9  ̈


 


If you want to elect to have only part of this
Note purchased by the Issuer pursuant to Section ‎3.5 or ‎3.9 of the Indenture, state the amount in principal
amount (must be in minimum denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $___________________________________
and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued
to the Holder for the portion of the within Note not being repurchased (in the absence of any such specification, one such Note will be
issued for the portion not being repurchased): _________________.


 


Date: __________ Your Signature


 


	 	 
	 	 
	(Sign exactly as your name appears on the other side of the Note)



 


	Signature Guarantee:
	 	 
	(Signature must be guaranteed) 	 



 


The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion
program), pursuant to Exchange Act Rule 17Ad-15.


 






    	 	A-14	 



     


    

 


EXHIBIT B


 


Form of Supplemental Indenture to Add Guarantors


 


[         ]
SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of [ ], by and among the parties that are signatories
hereto as Guarantors (the “Guaranteeing Entities” and each a “Guaranteeing Entity”), Option Care
Health, Inc., as Issuer, and Ankura Trust Company, LLC, a national banking association, as Trustee under the Indenture referred to
below.


 


W
I T N E S S E T H:


 


WHEREAS, each of Option Care Health, Inc.,
the Guarantors named therein and the Trustee have heretofore executed and delivered an indenture dated as of October 27, 2021 (as
amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal
amount of $500.0 million of 43⁄8% Senior Notes due 2029 of the Issuer (the “Notes”);


 


WHEREAS, the Indenture provides that under certain
circumstances each Guaranteeing Entity shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing
Entity shall unconditionally guarantee, on a joint and several basis with the other Guarantors, all of the Issuer’s Obligations
under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”);
and


 


WHEREAS, pursuant to ‎Section 9.1
of the Indenture, the Issuer, any Guarantor and the Trustee are authorized to execute and deliver a supplemental indenture to add
additional Guarantors, without the consent of any Holder;


 


NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Entity, the Issuer, the other
Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1. Defined Terms. As used
in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined.
The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.


 


ARTICLE II


 


AGREEMENT TO BE BOUND; GUARANTEE


 


Section 2.1. Agreement to be Bound.
Each Guaranteeing Entity hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject
to all of the obligations and agreements of a Guarantor under the Indenture.


 


Section 2.2. Guarantee. Each Guaranteeing
Entity agrees, on a joint and several basis with all the existing Guarantors [and the other Guaranteeing Entities], to fully, unconditionally
and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to ‎Article X
of the Indenture on a senior basis.


 






    B-1


     


    

 


ARTICLE III


 


MISCELLANEOUS


 


Section 3.1. Notices. All notices and
other communications to the Guaranteeing Entities shall be given as provided in the Indenture to such Guaranteeing Entities, at their
addresses set forth below, with a copy to the Issuer as provided in the Indenture for notices to the Issuer.


 


[INSERT ADDRESS]


 


Section 3.2. Merger and Consolidation.
No Guaranteeing Entity shall sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with
or into another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with
the transaction) except in accordance with ‎Section 4.1(f) of the Indenture.


 


Section 3.3. Release of Guarantee.
This Guarantee shall be released in accordance with ‎Section 10.2 of the Indenture.


 


Section 3.4. Parties. Nothing expressed
or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee,
any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein
or therein contained.


 


Section 3.5. Governing Law. This Supplemental
Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.


 


Section 3.6. Severability. In case
any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent
of such invalidity, illegality or unenforceability.


 


Section 3.7. Benefits Acknowledged.
Each Guaranteeing Entity’s Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Entity
acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this
Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of
such benefits.


 


Section 3.8. Ratification of Indenture;
Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be
bound hereby.


 


Section 3.9. The Trustee. The Trustee
makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained
herein, all of which recitals are made solely by the other parties hereto.


 


Section 3.10. Counterparts. The parties
hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.


 






    B-2


     


    

 


The
exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission 
(including a digital signature provided by DocuSign) shall constitute effective execution and delivery of this Supplemental Indenture
as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile, PDF or other electronic methods shall be deemed to be their original signatures for all purposes. Unless otherwise provided
in this Supplemental Indenture or in any Note, the words “execute”, “execution”, “signed”, and “signature”
and words of similar import used in or related to any document to be signed in connection with this Supplemental Indenture, any Note or
any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include
electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as
provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act; provided
that, notwithstanding anything to the contrary set forth herein, the Trustee is under no obligation to agree to accept electronic
signatures in any form or format unless expressly agreed to by the Trustee pursuant to procedures approved by the Trustee.


 


Section 3.11. Execution and Delivery.
Each Guaranteeing Entity agrees that its Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of any such Guarantee.


 


Section 3.12. Headings. The headings
of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter
or affect the meaning or interpretation of any provisions hereof.


 






    B-3


     


    

 


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


 


	 	[GUARANTEEING ENTITY], 

as a Guarantor
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	OPTION CARE HEALTH, INC.
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 


[Signature Page to Supplemental
Indenture]


 






     


     


    

 


	 	ANKURA TRUST COMPANY, LLC, 

as Trustee
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 


[Signature
Page to Issue Date Supplemental Indenture]