EX-4.1



 Exhibit 4.1 

EXECUTION VERSION 
  

 
  

CONDUENT FINANCE, INC., 
 XEROX
BUSINESS SERVICES, LLC, 
 CONDUENT INCORPORATED AND 

THE OTHER GUARANTORS NAMED ON SCHEDULE I HERETO 

and 
 U.S. BANK NATIONAL
ASSOCIATION, 
 as Trustee 
  

 
 INDENTURE 

 
  

Dated as of December 7, 2016 

10.500% SENIOR NOTES DUE 2024 
  

 
  







 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
	
	ARTICLE I	  
		
	DEFINITIONS AND INCORPORATION BY REFERENCE	  	 	1	  
			
	SECTION 1.01.	  	Definitions	  	 	1	  
	SECTION 1.02.	  	Other Definitions	  	 	33	  
	SECTION 1.03.	  	Rules of Construction	  	 	33	  
	SECTION 1.04.	  	Acts of Holders	  	 	34	  
	
	ARTICLE II	  
		
	THE NOTES	  	 	36	  
			
	SECTION 2.01.	  	Form and Dating; Terms	  	 	36	  
	SECTION 2.02.	  	Execution and Authentication	  	 	37	  
	SECTION 2.03.	  	Registrar and Paying Agent	  	 	37	  
	SECTION 2.04.	  	Paying Agent to Hold Money in Trust	  	 	38	  
	SECTION 2.05.	  	Holder Lists	  	 	38	  
	SECTION 2.06.	  	Transfer and Exchange	  	 	38	  
	SECTION 2.07.	  	Replacement Notes	  	 	49	  
	SECTION 2.08.	  	Outstanding Notes	  	 	50	  
	SECTION 2.09.	  	Treasury Notes	  	 	50	  
	SECTION 2.10.	  	Temporary Notes	  	 	50	  
	SECTION 2.11.	  	Cancellation	  	 	50	  
	SECTION 2.12.	  	Defaulted Interest	  	 	51	  
	SECTION 2.13.	  	CUSIP/ISIN Numbers	  	 	51	  
	
	ARTICLE III	  
		
	REDEMPTION	  	 	51	  
			
	SECTION 3.01.	  	Notices to Trustee	  	 	51	  
	SECTION 3.02.	  	Selection of Notes to Be Redeemed	  	 	52	  
	SECTION 3.03.	  	Notice of Redemption	  	 	52	  
	SECTION 3.04.	  	Effect of Notice of Redemption	  	 	53	  
	SECTION 3.05.	  	Deposit of Redemption Price	  	 	53	  
	SECTION 3.06.	  	Notes Redeemed in Part	  	 	54	  
	SECTION 3.07.	  	Optional Redemption	  	 	54	  
	SECTION 3.08.	  	Mandatory Redemption	  	 	55	  
	SECTION 3.09.	  	Special Mandatory Redemption	  	 	55	  
	SECTION 3.10.	  	Offers to Repurchase by Application of Excess Proceeds	  	 	55	  
	
	ARTICLE IV	  
		
	COVENANTS	  	 	57	  
			
	SECTION 4.01.	  	Payment of Notes	  	 	57	  


  
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	 	  	 	  	Page	 
	SECTION 4.02.	  	Maintenance of Office or Agency	  	 	57	  
	SECTION 4.03.	  	Reports and Other Information	  	 	57	  
	SECTION 4.04.	  	Compliance Certificate	  	 	60	  
	SECTION 4.05.	  	Taxes	  	 	60	  
	SECTION 4.06.	  	Stay, Extension and Usury Laws	  	 	60	  
	SECTION 4.07.	  	Limitation on Restricted Payments	  	 	60	  
	SECTION 4.08.	  	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	  	 	66	  
	SECTION 4.09.	  	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	 	68	  
	SECTION 4.10.	  	Asset Sales	  	 	72	  
	SECTION 4.11.	  	Transactions with Affiliates	  	 	76	  
	SECTION 4.12.	  	Liens	  	 	78	  
	SECTION 4.13.	  	Offer to Repurchase Upon Change of Control	  	 	79	  
	SECTION 4.14.	  	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	  	 	81	  
	SECTION 4.15.	  	Suspension of Certain Covenants	  	 	81	  
	SECTION 4.16.	  	Limitation on Sale and Lease-Back Transactions	  	 	83	  
	SECTION 4.17.	  	Limitations on Business Activities	  	 	83	  
	
	ARTICLE V	  
		
	SUCCESSORS	  	 	83	  
			
	SECTION 5.01.	  	Merger, Consolidation or Sale of All or Substantially All Assets	  	 	83	  
	
	ARTICLE VI	  
		
	DEFAULTS AND REMEDIES	  	 	85	  
			
	SECTION 6.01.	  	Events of Default	  	 	85	  
	SECTION 6.02.	  	Acceleration	  	 	87	  
	SECTION 6.03.	  	Other Remedies	  	 	87	  
	SECTION 6.04.	  	Waiver of Defaults	  	 	87	  
	SECTION 6.05.	  	Control by Majority	  	 	88	  
	SECTION 6.06.	  	Limitation on Suits	  	 	88	  
	SECTION 6.07.	  	Rights of Holders of Notes to Receive Payment	  	 	88	  
	SECTION 6.08.	  	Collection Suit by Trustee	  	 	88	  
	SECTION 6.09.	  	Restoration of Rights and Remedies	  	 	89	  
	SECTION 6.10.	  	Rights and Remedies Cumulative	  	 	89	  
	SECTION 6.11.	  	Delay or Omission Not Waiver	  	 	89	  
	SECTION 6.12.	  	Trustee May File Proofs of Claim	  	 	89	  
	SECTION 6.13.	  	Priorities	  	 	89	  
	SECTION 6.14.	  	Undertaking for Costs	  	 	90	  
	
	ARTICLE VII	  
		
	TRUSTEE	  	 	90	  
			
	SECTION 7.01.	  	Duties of Trustee	  	 	90	  
	SECTION 7.02.	  	Rights of Trustee	  	 	91	  
	SECTION 7.03.	  	Individual Rights of Trustee	  	 	93	  
	SECTION 7.04.	  	Trustee’s Disclaimer	  	 	93	  


  
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	 	  	 	  	Page	 
			
	SECTION 7.05.	  	Notice of Defaults	  	 	93	  
	SECTION 7.06.	  	[Reserved]	  	 	93	  
	SECTION 7.07.	  	Compensation and Indemnity	  	 	93	  
	SECTION 7.08.	  	Replacement of Trustee	  	 	94	  
	SECTION 7.09.	  	Successor Trustee by Merger, etc.	  	 	95	  
	SECTION 7.10.	  	Eligibility; Disqualification	  	 	95	  
	
	ARTICLE VIII	  
		
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  	 	95	  
			
	SECTION 8.01.	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	95	  
	SECTION 8.02.	  	Legal Defeasance and Discharge	  	 	95	  
	SECTION 8.03.	  	Covenant Defeasance	  	 	96	  
	SECTION 8.04.	  	Conditions to Legal or Covenant Defeasance	  	 	96	  
	SECTION 8.05.	  	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	 	97	  
	SECTION 8.06.	  	Repayment to Issuers	  	 	98	  
	SECTION 8.07.	  	Reinstatement	  	 	98	  
	
	ARTICLE IX	  
		
	AMENDMENT, SUPPLEMENT AND WAIVER	  	 	98	  
			
	SECTION 9.01.	  	Without Consent of Holders of Notes	  	 	98	  
	SECTION 9.02.	  	With Consent of Holders of Notes	  	 	99	  
	SECTION 9.03.	  	Revocation and Effect of Consents	  	 	100	  
	SECTION 9.04.	  	Notation on or Exchange of Notes	  	 	101	  
	SECTION 9.05.	  	Trustee to Sign Amendments, etc.	  	 	101	  
	SECTION 9.06.	  	Payment for Consent	  	 	101	  
	
	ARTICLE X	  
		
	GUARANTEES	  	 	101	  
			
	SECTION 10.01.	  	Guarantee	  	 	101	  
	SECTION 10.02.	  	Limitation on Guarantor Liability	  	 	103	  
	SECTION 10.03.	  	Notation Not Required	  	 	103	  
	SECTION 10.04.	  	Subrogation	  	 	103	  
	SECTION 10.05.	  	Benefits Acknowledged	  	 	103	  
	SECTION 10.06.	  	Release of Guarantees	  	 	103	  
	
	ARTICLE XI	  
		
	SATISFACTION AND DISCHARGE	  	 	104	  
			
	SECTION 11.01.	  	Satisfaction and Discharge	  	 	104	  
	SECTION 11.02.	  	Application of Trust Money	  	 	105	  


  
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	 	  	 	  	Page	 
		
	ARTICLE XII	  			
		
	MISCELLANEOUS	  	 	105	  
			
	SECTION 12.01.	  	Notices	  	 	105	  
	SECTION 12.02.	  	Communication by Holders of Notes with Other Holders of Notes	  	 	106	  
	SECTION 12.03.	  	Certificate and Opinion as to Conditions Precedent	  	 	106	  
	SECTION 12.04.	  	Statements Required in Certificate or Opinion	  	 	107	  
	SECTION 12.05.	  	Rules by Trustee and Agents	  	 	107	  
	SECTION 12.06.	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	107	  
	SECTION 12.07.	  	Governing Law	  	 	107	  
	SECTION 12.08.	  	Waiver of Jury Trial	  	 	107	  
	SECTION 12.09.	  	Force Majeure	  	 	107	  
	SECTION 12.10.	  	Benefits of Indenture	  	 	108	  
	SECTION 12.11.	  	No Adverse Interpretation of Other Agreements	  	 	108	  
	SECTION 12.12.	  	Successors	  	 	108	  
	SECTION 12.13.	  	Severability	  	 	108	  
	SECTION 12.14.	  	Counterpart Originals	  	 	108	  
	SECTION 12.15.	  	Table of Contents, Headings, etc.	  	 	108	  
	SECTION 12.16.	  	U.S.A. Patriot Act	  	 	108	  


  
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 Schedule 
  

			
	SCHEDULE I	  	List of Guarantors as of the Issue Date

 Exhibits 
  

			
	EXHIBIT A	  	Form of Note
	EXHIBIT B	  	Form of Certificate of Transfer
	EXHIBIT C	  	Form of Certificate of Exchange
	EXHIBIT D	  	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors


  
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 INDENTURE, dated as of December 7, 2016, among Conduent Finance, Inc. (“Finance
Co”), a Delaware corporation, and Xerox Business Services, LLC (“XBS”), a Delaware limited liability company (collectively, the “Issuers” and each an “Issuer”), Conduent Incorporated
(“Parent”), a New York corporation, the other Guarantors (as defined herein) listed on Schedule I hereto and U.S. Bank National Association, as Trustee. 

W I T N E S S E T H 
 WHEREAS,
the Issuers have duly authorized the creation of an issue of $510,000,000 aggregate principal amount of 10.500% Senior Notes due 2024 (the “Initial Notes”); and 

WHEREAS, each of the Issuers and the Guarantors has duly authorized the execution and delivery of this Indenture. 

NOW, THEREFORE, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders of the Notes. 
 ARTICLE I 

Definitions and Incorporation by Reference 

SECTION 1.01. Definitions. 

“144A Global Note” means a Global Note substantially in the form of Exhibit A bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued to evidence Notes sold in reliance on Rule 144A. 

“Acquired Indebtedness” means, with respect to any specified Person, 

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted
Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and 

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

The term “Acquired Indebtedness” does not include Indebtedness of a Person that is redeemed, discharged, defeased, retired or
otherwise repaid at the time of, or immediately upon consummation of, the transactions by which such Person became a Restricted Subsidiary or such asset acquisition. 

“Additional Notes” means Notes (other than the Initial Notes) issued from time to time under this Indenture in accordance
with Section 2.02, but subject to compliance with Section 4.09. 
 “Adjusted EBITDA” means, with respect to any
Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication and (except with respect to clause (8) below) to the extent deducted in computing Consolidated Net Income for such period, the
sum of: 
 (1) total income tax expense; 

  
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 (2) interest expense, amortization or write-off of debt discount and debt
issuance costs and commissions, discounts and other fees and charges associated with Indebtedness; 
 (3) depreciation and
amortization expense; 
 (4) any extraordinary, non-recurring or unusual expenses or losses, in each case, including any
restructuring charges, separation costs or integration costs; 
 (5) losses on dispositions of assets outside of the ordinary
course of business; 
 (6) other non-cash items reducing such Consolidated Net Income; 

(7) without duplication of the foregoing, other add backs of the type and nature consistent with Parent’s line item Other
Expenses in the calculation of Adjusted EBITDA in “Summary—Summary Historical and Pro Forma Financial Data” in the Offering Memorandum; and 

(8) the amount of “run-rate” cost savings projected by the Issuers in good faith, net of the amount of actual
benefits realized or expected to be realized prior to or during such period (which cost savings shall be calculated on a pro forma basis as though they had been realized on the first day of such period) from actions taken or to be taken within four
fiscal quarters of any Investment, acquisition, disposition, merger, amalgamation or consolidation (in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01 under the Securities Act), a company, a segment, an
operating division or unit or line of business) or any operational change or strategic cost initiative; provided that (A) (x) such cost savings are reasonably identifiable and expected by the Issuers to be achieved based on such
actions and (y) the benefits resulting therefrom are anticipated by the Issuers to be realized within twelve (12) months of such Investment, acquisition, disposition, merger, amalgamation or consolidation or within twelve (12) months
from the end of such period in the case of an operational change or strategic cost initiative and (B) the aggregate amount added back pursuant to this clause (8) for any period shall not exceed (1) 15.0% of Adjusted EBITDA for such
period (calculated prior to giving effect to this clause (8)) plus (2) the amount of any such cost savings of the type that would be permitted to be included in pro forma financial statements prepared in accordance with Regulation
S-X under the Securities Act minus, without duplication and to the extent included in the statement of Consolidated Net Income for such period, the sum of (i) any extraordinary or non-recurring or unusual income or gains, (ii) gains
on dispositions of assets outside of the ordinary course of business and (iii) other non-cash items increasing such Consolidated Net Income, all as determined on a consolidated basis in accordance with GAAP. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and
“under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. 
 “Agent” means any Registrar, Paying Agent, Custodian or other
agent appointed in accordance with this Indenture to perform any function that this Indenture authorizes such agent to perform. 

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

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

  
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 (2) the excess, if any, of: 

(A) the present value at such Redemption Date of (i) the redemption price of such Note at December 15, 2020 (such
redemption price being set forth in the table appearing in Section 3.07(b)), plus (ii) all required interest payments due on such Note through December 15, 2020 (excluding accrued but unpaid interest to the Redemption Date),
computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over 
 (B)
the principal amount of such Note, 
 as calculated by the Issuers or on behalf of the Issuers by such Person as the Issuers may designate. The Trustee shall
have no responsibility in connection with calculation or determination of the Applicable Premium. 
 “Applicable
Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange. 

“Asset Sale” means: 

(1) the sale, conveyance, transfer or other disposition, 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 an Issuer or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or 

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than Preferred Stock of Restricted
Subsidiaries issued in compliance with Section 4.09 and the issuance or sale of Equity Interests representing directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent
required by applicable law), whether in a single transaction or a series of related transactions; 
 in each case, other than: 

(1) any disposition of cash, Cash Equivalents or Investment Grade Securities or damaged, unnecessary, obsolete or worn out
equipment or other property or assets in the ordinary course of business, or property or assets (including real property) no longer used or useful or economically practicable to maintain in the business of the Issuers and the Restricted Subsidiaries
in the reasonable opinion of the Issuers, or any disposition of inventory or goods (or other property or assets) in the ordinary course of business; 

(2) the disposition of all or substantially all of the property or assets of an Issuer or any of the Subsidiaries pursuant to
the provisions described in Section 5.01 or any disposition that constitutes a Change of Control pursuant to this Indenture; 

(3) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under
Section 4.07; 
 (4) any disposition of property or assets or issuance or sale of Equity Interests of any Restricted
Subsidiary in any transaction or series of transactions with an aggregate fair market value (as determined in good faith by the Issuers) not to exceed $20,000,000; 

  
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 (5) any disposition of property or assets or issuance of securities by an Issuer
to another Issuer, a Restricted Subsidiary to an Issuer or by an Issuer or a Restricted Subsidiary to another Restricted Subsidiary; 

(6) to the extent allowable under Section 1031 of the Code, or any comparable or successor provision, any exchange of like
property (excluding any boot thereon) for use in a Similar Business; 
 (7) the sale, lease, assignment, license, sublicense
or sub-lease of any real or personal property, assets or services in the ordinary course of business; 
 (8) any disposition
of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; 
 (9) any disposition of
property or assets subject to a Lien held by an Issuer or a Restricted Subsidiary in a foreclosure, eminent domain, seizure or similar proceeding or exercises of termination rights under any lease, license, concession or other agreement or
dispositions of property or assets required by law, governmental regulation or any order of any court, administrative agency or regulatory body; 

(10) the Designated Asset Sale; provided that any portion of Net Proceeds from the Designated Asset Sale exceeding
$50,000,000 will be deemed to be Net Proceeds of an Asset Sale to the extent of such excess; 
 (11) (A) non-exclusive
licenses, sublicenses or cross-licenses of intellectual property or other general intangibles of, and (B) exclusive licenses, sublicenses or cross-licenses of intellectual property or other general intangibles in the ordinary course of business
of, an Issuer or the Restricted Subsidiaries; 
 (12) sales, transfers and other dispositions of Investments or other
interests in joint ventures or similar entities to the extent required by, or made pursuant to, customary buy/sell arrangements or rights of first refusal between the parties set forth in joint venture arrangements and similar binding arrangements;

 (13) the lapse or abandonment of intellectual property rights in the ordinary course of business, which in the good faith
determination of the Issuers is not material to the conduct of the business of the Issuers and the Restricted Subsidiaries, taken as a whole; 

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

(15) the unwinding of any Hedging Obligations; 

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

(17) any surrender or waiver of obligations of trade creditors or customers or contract rights or the settlement, release or
surrender of contractual rights, tort or other claims of any kind; 

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

(19) any financing transaction (excluding by way of a Sale and Lease-Back Transaction) with respect to property constructed,
acquired, replaced, repaired or improved by an Issuer or any of the Restricted Subsidiaries after the Issue Date; 
 (20)
dispositions of leasehold improvements or leased assets in connection with the termination of any operating lease; 
 (21)
any swap of assets in the ordinary course of business in exchange for services (including in connection with any outsourcing arrangements) of comparable or greater value or usefulness to the business of the Issuers and the Restricted Subsidiaries,
taken as a whole, as determined in good faith by the Issuers; 
 (22) any transfers or dispositions of assets that are
required by the Separation and Distribution Agreement as described in the Offering Memorandum; and 
 (23) vendor financing
and receivables programs in the ordinary course of business. 
 “Attributable Debt” means, in respect of any Sale and
Lease-Back Transaction, at the time of determination, the present value of the total obligations of the lessee for net rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction, including any period for
which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP. 

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors as amended from time
to time. 
 “Bilateral Letter of Credit Facility” means any letter of credit facility of an Issuer or any Restricted
Subsidiary. 
 “Board of Directors” means (1) with respect to Parent, Finance Co or any other corporation, the board
of directors or managers, as applicable, of the corporation, or any duly authorized committee thereof; (2) with respect to any partnership, the board of directors or other governing body of the general partner of the partnership or any duly
authorized committee thereof; and (3) 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). 
 “Business Day” means any day other than a Saturday, Sunday or
other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of New York or the place of payment. 

“Capital Stock” means: 

(1) in the case of a corporation, corporate stock; 

  
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 (2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of corporate stock; 
 (3) in the case of a
partnership or limited liability company, partnership or membership interests (whether general or limited); and 
 (4) any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 

“Capitalized Lease Obligation” means, with respect to any Person, at the time any determination thereof is to be made, the
amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP. The amount of Indebtedness
represented by such liability will be the capitalized amount of such liability at the time any determination thereof is to be made as determined on the basis of GAAP. 

“Cash Equivalents” means: 

(1) United States dollars; 

(2) (A) Euros, Canadian dollars, Sterling or any national currency of any member state of the European Union and
(B) any other foreign currency held by an Issuer or any of the Restricted Subsidiaries in the ordinary course of business; 

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government, Canadian
government or any member state of the European Union or, in each case, any agency or instrumentality thereof (provided that full faith and credit obligation of such country or member state is pledged in support thereof), with maturities of 24
months or less from the date of acquisition; 
 (4) certificates of deposit, time deposits, eurodollar deposits and dollar
time deposits with maturities of one year or less from the date of acquisition thereof, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of
not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks; 

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

(6) commercial paper rated at least (A) “P-1” by Moody’s or at least “A-1” by S&P (or if at
any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof and (B) “P-2” by Moody’s
or at least “A-2” by S&P (or if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 12 months after creation thereof; 

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

  
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 (8) readily marketable direct obligations issued by any state, commonwealth or
territory of the United States, any province of Canada, any member state of the European Union or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P (or if at any time neither
Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) with maturities of 24 months or less from the date of acquisition; 

(9) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated
“AAA” (or the equivalent thereof) or better by S&P or “Aaa3” (or the equivalent thereof) or better by Moody’s (or reasonably equivalent ratings of another internationally recognized rating agency); and 

(10) investment funds investing 95% of their assets in securities of the types described in clauses (1) through
(9) above. 
 Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set
forth in clauses (1) and (2) above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of
such amounts. 
 “CFC” means (a) any Person that is a “controlled foreign corporation” within the meaning of
Section 957 of the Code or (b) any direct or indirect subsidiary of any such Person. 
 “Change of Control” means
the occurrence of any of the following after the Distribution Date, in each case excluding any of the Transactions: 
 (1)
the sale, lease or transfer (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Issuers and the Restricted Subsidiaries, taken as a whole, to any Person other
than (i) an Issuer or (ii) a Restricted Subsidiary; 
 (2) any Issuer becomes aware of (by way of a report or any
other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the direct or indirect acquisition by any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), in
a single transaction or in a related series of transactions, of “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act, except that in calculating the beneficial ownership of any particular Person or
“group,” such Person or “group” will not be deemed to have beneficial ownership of any securities that such Person or “group” has the right to acquire or vote only upon the happening of any future event or contingency,
including the passage of time, that has not yet occurred) of 50% or more of the total voting power of the Voting Stock of Parent (determined on a fully diluted basis but without giving effect to contingent voting rights that have not yet vested)
(other than a transaction following which holders of securities that represented 100% of the Voting Stock of Parent immediately prior to such transaction (or other securities into which such securities are converted as part of such transaction) own,
directly or indirectly, at least a majority of the voting power of the Voting Stock of any surviving Person in such transaction immediately after such transaction (excluding for purposes of such determination, any such Voting Stock held by any such
holder immediately following such transaction to the extent representing an increase in the aggregate proportionate ownership percentage of the 

  
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Voting Stock in Parent or the surviving Person in such transaction, as applicable, relative to the other holders of the Voting Stock of Parent immediately prior to such transaction compared to
the proportionate ownership percentages of the Voting Stock of Parent of such holders immediately prior to such transaction)); 

(3) Parent at any time ceases to own, directly or indirectly, 100% of the Voting Stock of XBS; or 

(4) the adoption of a plan of liquidation and dissolution of an Issuer or any direct or indirect parent company of the Issuers.

 “Clearstream” means Clearstream Banking, Société Anonyme. 

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

“Consolidated Fixed Charge Coverage Ratio” means the ratio of the aggregate amount of Adjusted EBITDA of the Issuers and the
Restricted Subsidiaries for the four consecutive fiscal quarters most recently ended prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the “Transaction Date”) for
which Required Financial Statements have been delivered (such four full fiscal quarter period being referred to herein as the “Four Quarter Period”) to the aggregate amount of Consolidated Interest Expense of the Issuers and the
Restricted Subsidiaries for the Four Quarter Period, in each case with such pro forma adjustments to Adjusted EBITDA and Consolidated Interest Expense as are appropriate and consistent with the pro forma adjustment provisions set forth
in the definition of “Consolidated Net Leverage Ratio” as determined in good faith by the Issuers. Without limiting the generality of the foregoing and without duplication, in the event that an Issuer or any Restricted Subsidiary
(i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness repaid, redeemed, retired or extinguished under any revolving credit facility, except to the extent such revolving credit facility is
permanently reduced and has not been replaced) or (ii) issues or redeems Disqualified Stock or Preferred Stock, in each case during the Four Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to
the Transaction Date, then for purposes of this definition Consolidated Interest Expense shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such
issuance or redemption of Disqualified Stock or Preferred Stock (and in each case the application of the proceeds thereof), as if the same had occurred on the first day of the Four Quarter Period. 

In calculating Consolidated Interest Expense for purposes of determining the denominator (but not the numerator) of this Consolidated Fixed
Charge Coverage Ratio definition: (1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per
annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; and (2) notwithstanding clause (1) of this paragraph, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is
covered by agreements relating to interest rate Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements. 

“Consolidated Indebtedness” means, as of any date of determination, the sum, without duplication, of (1) the total
amount of (A) Indebtedness for borrowed money, (B) Indebtedness evidenced by bonds, notes (other than notes in favor of trade creditors evidencing trade payables incurred in the ordinary course of business), debentures or other similar
instruments for the payment of which such person is liable, (C) Capitalized Lease Obligations, (D) the Notes and (E) guarantees of the foregoing, in each case, of the Issuers and the Restricted Subsidiaries (excluding
(x) Indebtedness in respect of letters of credit and 

  
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bankers’ acceptances and performance, bid, appeal and surety bonds or performance or completion guarantees (and, without duplication, reimbursement obligations in respect thereof), except to
the extent of unreimbursed amounts drawn thereunder, (y) intercompany Indebtedness and (z) Indebtedness in respect of Hedging Obligations not yet due and owing), outstanding on such date; minus (2) up to $150,000,000 of
Eligible Cash of the Issuers and the Restricted Subsidiaries, as of the most recently ended fiscal period for which Required Financial Statements have been delivered (with such pro forma adjustments as are appropriate and consistent with the
pro forma adjustment provisions set forth in the definition of “Consolidated Net Leverage Ratio” as determined in good faith by the Issuers); plus (3) the greater of (i) the aggregate liquidation value and
(ii) maximum fixed repurchase price without regard to any change of control or redemption premiums of all Disqualified Stock of the Issuers and of Restricted Subsidiaries that are Guarantors and all Preferred Stock of Restricted Subsidiaries,
in each case determined on a consolidated basis in accordance with GAAP. For purposes of this definition, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall
be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Indebtedness shall be required to be determined pursuant to
this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be the fair market value (as determined in good faith by the Issuers). 

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

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period to the extent such expense was
deducted (and not added back) in computing Consolidated Net Income of such Person (including (A) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (B) all commissions, discounts and other
fees and charges owed with respect to letters of credit or bankers acceptances, (C) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or
other derivative instruments pursuant to GAAP), (D) the interest component of Capitalized Lease Obligations, (E) imputed interest with respect to Attributable Debt and (F) net payments, if any, pursuant to interest rate Hedging
Obligations with respect to Indebtedness, and excluding (X) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and (Y) any expensing of bridge, commitment and other financing fees); plus

 (2) consolidated capitalized interest of such Person and such Subsidiaries for such period, whether paid or accrued;
plus 
 (3) whether or not treated as interest expense in accordance with GAAP, all cash dividends or other
distributions accrued (excluding dividends payable solely in Equity Interests (other than Disqualified Stock) of an Issuer) on any series of Disqualified Stock or any series of Preferred Stock during such period (other than dividends or
distributions to an Issuer or a Restricted Subsidiary). 
 For purposes of this definition, interest on a Capitalized Lease Obligation shall
be deemed to accrue at an interest rate reasonably determined by the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 

  
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 “Consolidated Net Income” means, with respect to any Person for any period, the
consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that, GAAP to the contrary notwithstanding, there shall be excluded,
without duplication: 
 (1) the net income (or loss) of any other Person (other than a Restricted Subsidiary of such Person)
in which such Person or any of its Restricted Subsidiaries has an ownership interest, except to the extent that any such income is actually received in cash (or in kind and converted to cash) by such Person or such Restricted Subsidiary in the form
of dividends or similar distributions; 
 (2) solely for the purpose of determining the amount available for Restricted
Payments under Section 4.07(a)(3), the net income (or loss) of any Restricted Subsidiary of such Person that is not a Guarantor to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is
not at the time permitted by the terms of any Contractual Obligation (other than under agreement governing the Senior Credit Facilities) or requirement of law applicable to such Restricted Subsidiary, except to the extent that any such income is
actually received in cash (or in kind and converted to cash) by such Person or such Restricted Subsidiary; 
 (3) the
cumulative effect of a change in accounting principles during such period; 
 (4) any income (or loss) from discontinued
operations; 
 (5) any non-cash compensation charge or expense, including any such charge or expense arising from the grants
of stock appreciation or similar rights, employee benefit plans or agreements, stock options, restricted stock or other rights, and any non-cash deemed finance charges or expenses in respect of any pension liabilities or other retiree provisions or
on the revaluation of any benefit plan obligation and any non-cash charges or expenses in respect of curtailments, discontinuations or modifications to pension plans; and 

(6) the effects of purchase accounting, fair value accounting or recapitalization accounting adjustments (including the effects
of such adjustments pushed down to such Person and its Restricted Subsidiaries) resulting from the application of purchase accounting, fair value accounting or recapitalization accounting in relation to the Transactions or any acquisition or
divestiture consummated before or after the Issue Date, and the amortization, write-down or write-off of any amounts thereof. 

Notwithstanding the foregoing, with respect to any period ending on or prior to the Distribution Date, the Consolidated Net
Income of the Issuers will be deemed to be the Consolidated Net Income of the Issuers and the other Subsidiaries of Xerox that will be Restricted Subsidiaries as of the Distribution Date, irrespective of whether such entities were Restricted
Subsidiaries of the Issuers for the entirety of such period, in each case with such pro forma adjustments (including to give effect to the Transactions) as are appropriate and consistent with the pro forma adjustment provisions set
forth in the definition of “Consolidated Net Leverage Ratio” as determined in good faith by the Issuers. 
 “Consolidated
Net Leverage Ratio” means, as of any date of determination, the ratio of: 
 (1) the Consolidated Indebtedness of
the Issuers and the Restricted Subsidiaries on such date, to 

  
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 (2) Adjusted EBITDA of the Issuers and the Restricted Subsidiaries for the most
recently ended four consecutive fiscal quarters prior to such date for which Required Financial Statements have been delivered. 
 In the
event that an Issuer or any of the Restricted Subsidiaries (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness repaid, redeemed, retired or extinguished under any revolving credit
facility, except to the extent such revolving credit facility is permanently reduced and has not been replaced) or (ii) issues or redeems Disqualified Stock or Preferred Stock, in each case subsequent to the period for which the Consolidated
Net Leverage Ratio is being calculated but prior to or substantially simultaneously with the event for which the calculation of the Consolidated Net Leverage Ratio is made (the “Consolidated Net Leverage Ratio Calculation Date”),
then Consolidated Indebtedness shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred
Stock (and, in each case, the application of the proceeds thereof), as if the same had occurred as of the date of determination of Consolidated Indebtedness referred to in clause (1) above. 

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and
discontinued operations in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01 under the Securities Act), a company, a segment, an operating division or unit or line of business that the Issuers or any of the
Restricted Subsidiaries has made during the relevant period or subsequent to such period and on or prior to or simultaneously with the Consolidated Net Leverage Ratio Calculation Date (each, for purposes of this definition, a “pro forma
event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations had occurred on the first day of such period. If
since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into an Issuer or any of the Restricted Subsidiaries since the beginning of such period shall have made or effected any Investment,
acquisition, disposition, merger, amalgamation, consolidation or discontinued operation, in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01 under the Securities Act), a company, a segment, an operating
division or unit or line of business that would have required adjustment pursuant to this definition, then the Consolidated Net Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment,
acquisition, disposition, merger, amalgamation, consolidation or discontinued operation had occurred at the beginning of such period. 
 For
purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of an Issuer. Any such pro forma
calculation may include adjustments appropriate, in the good faith determination of the Issuers as set forth in an Officer’s Certificate, to reflect reasonably identifiable and factually supportable operating expense reductions and other
operating improvements or synergies reasonably expected to result from any action taken or expected to be taken within 12 months after the date of any pro forma event; provided that (x) no such amounts shall be included pursuant
to this paragraph to the extent duplicative of any amounts that are otherwise added back in computing Adjusted EBITDA with respect to such period and (y) such amounts shall be subject to the limitations contained in clause (8) of the
definition of “Adjusted EBITDA.” 
 “Consolidated Net Tangible Assets” means, as of any date of determination,
the total amount of assets (less applicable reserves and other properly deductible items) of the Issuers and the Restricted Subsidiaries less the sum of (1) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense
and other intangibles, and (2) all current liabilities, in each case, as at the end of the most recent ended fiscal quarter for which financial statements have been delivered pursuant to this Indenture, deter-mined on a consolidated basis in
accordance with GAAP on a pro forma basis to give effect to any acquisition or disposition of assets made after such balance sheet date and on or prior to the date of determination. 

  
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 “Consolidated Secured Net Leverage Ratio” means, as of the date of
determination, the ratio of (1) the Consolidated Indebtedness of the Issuers and the Restricted Subsidiaries that is secured by a Lien on any property or assets of the Issuers or any of the Restricted Subsidiaries as of such date, to
(2) Adjusted EBITDA of the Issuers and the Restricted Subsidiaries for the most recently ended four consecutive fiscal quarters ending immediately prior to such date for which Required Financial Statements have been delivered, in each case with
such pro forma adjustments to the Consolidated Indebtedness and Adjusted EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Net Leverage Ratio” as
determined in good faith by the Issuers. 
 “Contingent Obligations” means, with respect to any Person, any obligation of
such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, including any obligation of such Person, whether or not contingent: 
 (1) to purchase any such primary
obligation or any property constituting direct or indirect security therefor; 
 (2) to advance or supply funds: 

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

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

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement,
instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 
 “Corporate Trust
Office of the Trustee” shall be the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office, as at the date of this Indenture, is located for purposes of
Section 4.02 only at 111 Fillmore Avenue, St. Paul, MN 55107, Attention: Conduent Finance Inc., and for all other purposes is located at 225 Asylum Street, 23rd Floor, Hartford, CT 06103, Attention: Conduent Finance, Inc., or such other address
as the Trustee may designate from time to time by notice to the Holders and the Issuers, or the principal 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 Issuers). 
 “Credit Facilities” means, with respect to an Issuer or any of the Restricted
Subsidiaries, one or more debt facilities (including the Senior Credit Facilities) or other financing arrangements (including commercial paper facilities, receivables financing or indentures) providing for revolving credit loans, term loans, letters
of credit, bankers’ acceptances or other Indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions,
renewals, restatements or refundings thereof and 

  
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any indentures or credit facilities or commercial paper facilities that replace, refund or Refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any
such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder (provided that such increase in borrowings is permitted under Section 4.09), alters the maturity thereof,
changes any other terms, covenants or other provisions or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. 

“Custodian” means the Trustee when serving as custodian for the Depositary with respect to the Global Notes, or any successor
entity thereto. 
 “Default” means any event that is, or with the passage of time or the giving of notice or both would be,
an Event of Default. 
 “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued
in accordance with Section 2.06(c), substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Increases or Decreases of Interests in the Global Note”
attached thereto. 
 “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form,
the Person specified in Section 2.03 as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary under this Indenture and having become such pursuant to the applicable provision of this Indenture.

 “Designated Asset Sale” means the sale, lease, assignment or disposition of real property of an Issuer or any Restricted
Subsidiary owned as of the Distribution Date and determined in good faith by the Issuers not likely to be useful in the business of the Issuers and the Restricted Subsidiaries, and so designated as the Designated Asset Sale pursuant to an
Officer’s Certificate. 
 “Designated Non-cash Consideration” means the fair market value (as determined in good faith
by the Issuers) of non-cash consideration received by an Issuer or any of the Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting
forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or conversion of or collection on such Designated Non-cash Consideration. 

“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 putable or exchangeable, or upon the happening of any event: (1) matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant
to a sinking fund obligation or otherwise, or (2) is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date that is 91 days after
the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so putable, convertible or
exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided further, however, that if such Capital Stock is issued to any employee, director or
consultant of any Issuer or any of its Subsidiaries or any plan for the benefit of employees, directors or consultants of an Issuer or its Subsidiaries or by any such plan to such employees or in respect of equity-based awards issued in connection
with the Transactions, such Capital Stock shall not constitute Disqualified Stock solely because it may mature or be required to be repurchased or redeemed by an Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory
obligations or as a result of any such 

  
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employee’s termination, death or disability; provided further, however, that any class of Capital Stock of such Person that by its terms authorizes such Person to
satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock. 

“Distribution” means Xerox’s distribution of the shares of Parent’s common stock to Xerox’s stockholders. 

“Distribution Date” means the date on which the Distribution is made. 

“Domestic Subsidiary” means any Restricted Subsidiary that is organized or existing under the laws of the United States, any
state thereof or the District of Columbia. 
 “Eligible Cash” means any cash and Cash Equivalents held by the Issuers or a
Restricted Subsidiary. 
 “Employee Matters Agreement” means the Employee Matters Agreement between Xerox and Parent, to be
dated on or prior to the Distribution Date. 
 “EMU” means economic and monetary union as contemplated in the Treaty on
European Union. 
 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital
Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. 
 “Equity Offering”
means any public or private sale of common stock or Preferred Stock of an Issuer (excluding Disqualified Stock) or any direct or indirect parent company of an Issuer, including Parent, in each case, other than 

(1) public offerings with respect to any of the common stock of such Issuer or parent company registered on Form S-4 or Form
S-8 (or any successor form); 
 (2) issuances to any Subsidiary of an Issuer; and 

(3) Refunding Capital Stock. 

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

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

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

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “fair market value (as determined in good faith by the Issuers)” means the fair market value, as determined
in good faith by the Issuers, whose determination will be conclusive for all purposes under this Indenture and the Notes. 

“Finance Co” has the meaning set forth in the introductory paragraph. 

“Foreign Holding Company” means any Domestic Subsidiary that has no material assets other than Equity Interests issued by
CFCs. 

  
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 “Foreign Subsidiary” means (1) any Subsidiary which is not a Domestic
Subsidiary or (2) any Subsidiary of a Subsidiary described in the preceding clause (1). 
 “Form 10” means the
registration statement on Form 10, originally filed by Parent with the SEC on June 30, 2016, as amended or supplemented. 

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

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

“Government Securities” means securities that are: 

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

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection or deposit in the ordinary
course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under the Notes and this Indenture. 

“Guarantor” means, collectively, Parent and each Restricted Subsidiary that executes this Indenture as a Guarantor on the
Issue Date, each Restricted Subsidiary that incurs a Guarantee on or prior to the Distribution Date and each other Restricted Subsidiary that incurs a Guarantee of the Notes; provided that upon the release or discharge of such Person from its
Guarantee in accordance with the terms of this Indenture, such Person automatically ceases to be a Guarantor; provided, further, that neither any CFC nor any Foreign Holding Company shall in any event be a Guarantor. 

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

  
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 “Holder” means the Person in whose name a Note is registered on the
Registrar’s books. 
 “Indebtedness” means, with respect to any Person on the day of determination, without
duplication: 
 (1) the principal in respect of (A) any indebtedness of such Person for borrowed money and
(B) indebtedness evidenced by bonds, notes (other than notes in favor of trade creditors evidencing trade payables incurred in the ordinary course of business), debentures or other similar instruments for the payment of which such Person is
liable; 
 (2) the net obligations under all Hedging Obligations of such Person (the amount of such obligations to be equal
at any time to the net payment under such agreements or arrangements giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement); 

(3) all Attributable Debt in respect of a Sale and Lease-Back Transaction entered into by such Person and all Capitalized Lease
Obligations of such Person; 
 (4) the principal component of all obligations of such Person to pay the deferred and unpaid
purchase price of any property (excluding trade payables incurred in the ordinary course of business), to the extent the same would be required to be shown as a long-term liability on a balance sheet prepared in accordance with GAAP; 

(5) the principal amount of 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 incurred in the ordinary course of business); 

(6) the principal component of Indebtedness of the type referred to in clause (1) of a third Person secured by a Lien on
any asset owned by the Person first referenced in this definition (other than Liens on Equity Interests of Unrestricted Subsidiaries securing Indebtedness of such Unrestricted Subsidiaries), whether or not such Indebtedness is assumed by such first
Person; provided, however, that the amount of such Indebtedness will be the lesser of (A) the Indebtedness so secured and (B) the fair market value (as determined in good faith by the Issuers) of the assets of such first
Person securing such Indebtedness; and 
 (7) to the extent not otherwise included, any obligation by the Person first
referenced in this definition to be liable for, or to pay, as obligor, guarantor or otherwise, on Indebtedness of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such
obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; 
 provided,
however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (A) Contingent Obligations incurred in the ordinary course of business, (B) deferred or prepaid revenues, (C) trade payables, accrued
expenses and intercompany liabilities arising in the ordinary course of business, (D) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person 

  
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in accordance with GAAP, (E) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy underperformed
obligations of the seller of such asset, (F) obligations under customary overdraft arrangements in the ordinary course of business to cover working capital needs (including cash pooling arrangements), (G) performance guarantees in the
ordinary course of business or (H) the Xerox Guarantee Obligations. 
 “Indenture” means this Indenture, as amended or
supplemented from time to time. 
 “Independent Financial Advisor” means an accounting, appraisal, investment banking firm
or consultant to Persons engaged in similar businesses of nationally recognized standing that is, in the good faith determination of the Issuers, qualified to perform the task for which it has been engaged. 

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

“Initial Notes” has the meaning assigned to such term in the recitals hereto. 

“Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, BNP
Paribas Securities Corp., Citigroup Global Markets, Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. Mizuho Securities USA Inc., MUFG Securities Americas Inc., PNC Capital Markets LLC, and SunTrust Robinson Humphrey, Inc. 

“Interest Payment Date” means June 15 and December 15 of each year to stated maturity or, if any such date is not a
Business Day, the next succeeding Business Day. 
 “Internal Transactions” means the series of internal transactions,
including those described under the headings “The Spin-Off and the Transactions” and “Certain Relationships and Related Party Transactions” in the Offering Memorandum or otherwise described in the Form 10 (including the payment
by Parent of a cash distribution to Xerox (the “Xerox Cash Transfer”)), following which the Issuers will hold the business constituting the Business Process Outsourcing Business of Xerox and related operations, as described in the
Form 10. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and
BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency, and in each such case with a “stable” or better outlook. 

“Investment Grade Securities” means: 

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

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

  
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 (4) corresponding instruments in countries other than the United States, the
United Kingdom and Canada customarily utilized for high quality investments. 
 “Investments” means, with respect to any
Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, deposits, advances to customers, dealers,
distributors and suppliers, commission, payroll, travel and similar advances to directors, officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition
to the extent such transactions involve the transfer of cash or other property; provided, however, that endorsements of negotiable instruments and documents in the ordinary course of business will not be deemed to be an Investment. For
purposes of the definition of “Unrestricted Subsidiary” and Section 4.07: 
 (1) “Investments” shall
include the portion (proportionate to the Issuers’ collective direct or indirect equity interest in such Subsidiary (without duplication)) of the fair market value (as determined in good faith by the Issuers) of the net assets of a Subsidiary
of an Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the applicable Issuer(s) or Restricted Subsidiary shall
be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to: 

(a) the Issuers’ direct or indirect “Investment” in such Subsidiary at the time of such redesignation;
less 
 (b) the portion (proportionate to the Issuers’ collective direct or indirect equity interest in such
Subsidiary (without duplication)) of the fair market value (as determined in good faith by the Issuers) of the net assets of such Subsidiary at the time of such redesignation; and 

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value (as determined in
good faith by the Issuers) at the time of such transfer. 
 The amount of any Investment outstanding at any time shall be the original cost
of such Investment (determined, in the case of any Investment made with assets of an Issuer or any Restricted Subsidiary, based on the fair market value (as determined in good faith by the Issuers) at the time of such Investment of the assets
invested), reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by an Issuer or a Restricted Subsidiary in respect of such Investment. 

“Issue Date” means December 7, 2016. 

“Issuers” has the meaning set forth in the Preamble hereto. 

“Issuers’ Order” means a written request or order signed on behalf of the Issuers, by an Officer of each Issuer who must
be (A) the principal executive officer, the principal financial officer or the principal accounting officer of such Issuer or (B) an Executive Vice President, a Senior Vice President, the Treasurer or the Controller of such Issuer, and
delivered to the Trustee. 

  
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 “Lien” means, with respect to any asset, any mortgage, lien (statutory or
otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or similar agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction in respect of a security interest; provided that in no event shall an operating lease be deemed to constitute a Lien. 

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 

“Net Proceeds” means the aggregate cash proceeds and the fair market value (as determined in good faith by the Issuers) of
any Cash Equivalents received by an Issuer or any of the Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of
the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a
result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and
interest on Indebtedness (other than Subordinated Indebtedness) required (other than required by Section 4.10(b)(1)) to be paid as a result of such transaction, any costs associated with unwinding any related Hedging Obligations in connection
with such transaction and any deduction of appropriate amounts to be provided by an Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction
and retained by an Issuer or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any
indemnification obligations associated with such transaction. 
 “Non-Guarantor Subsidiary” means any Restricted Subsidiary
that is not a Guarantor. 
 “Non-U.S. Person” means a Person who is not a U.S. Person. 

“Notes” means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term
“Notes” shall also include any Additional Notes that may be issued hereafter. The Initial Notes and the Additional Notes, if any, shall be treated as a single class for all purposes under this Indenture (including waivers, amendments,
redemptions and offers to purchase), except as specifically noted otherwise herein. 
 “Obligations” means any principal
(including any accretion), interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other
liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness. 

“Offering Memorandum” means the offering memorandum, dated November 22, 2016, relating to the sale of the Initial Notes
to potential purchasers. 

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

“Officer’s Certificate” means a certificate signed on behalf of any Issuer by an Officer of the applicable Issuer. 

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may
be an employee of or counsel to an Issuer or any of its Subsidiaries. 
 “Parent” has the meaning set forth in the
introductory paragraph. 
 “Parent Series A Preferred Stock” means Parent’s Series A Preferred Stock having a
liquidation preference of $1,000 per share, issued to existing holders of Xerox preferred shares in connection with the Distribution pursuant to the terms of an exchange agreement. 

“Pari Passu Indebtedness” means Indebtedness of an Issuer or a Guarantor (other than Parent) that ranks equally in right of
payment with the Notes or such Guarantor’s Guarantee, as applicable. 
 “Participant” means, with respect to the
Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a
combination of Related Business Assets and cash or Cash Equivalents between an Issuer or any of the Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with
Section 4.10. 
 “Permitted Investments” means: 

(1) any Investment by an Issuer or any of the Restricted Subsidiaries in an Issuer or any of the Restricted Subsidiaries; 

(2) any Investment in cash, the Notes, Cash Equivalents or Investment Grade Securities and Investments that were Cash
Equivalents or Investment Grade Securities when made; 
 (3) any Investment by an Issuer or any of the Restricted
Subsidiaries in a Person if as a result of such Investment: 
 (A) such Person becomes a Restricted Subsidiary; or 

(B) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into,
or transfers or conveys substantially all of its assets to, or is liquidated into, an Issuer or a Restricted Subsidiary, 
 and, in each case, any
Investment held by such Person at the time such Person becomes a Restricted Subsidiary; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation, amalgamation, transfer or
conveyance; 

  
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 (4) any Investment in securities or other assets not constituting cash or Cash Equivalents and
received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 or any other disposition of assets not constituting an Asset Sale; 

(5) any Investment (i) existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date, (ii) made
pursuant to the Spin-Off Documents or (iii) consisting of any replacement, refinancing, extension, modification or renewal of any Investment existing on the Issue Date or made pursuant to the Spin-Off Documents; provided that the amount
of any such Investment may only be increased (i) as required by the terms of such Investment as in existence on the Issue Date or the Distribution Date, as applicable, or (ii) as otherwise permitted under this Indenture; 

(6) any Investment acquired by an Issuer or any of the Restricted Subsidiaries: 

(a) in exchange for any other Investment or accounts receivable held by an Issuer or any such Restricted Subsidiary in
connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuers of such other Investment or accounts receivable; 

(b) as a result of a foreclosure by an Issuer or any of the Restricted Subsidiaries with respect to any secured Investment or
other transfer of title with respect to any secured Investment in default; or 
 (c) as a result of the settlement,
compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates of an Issuer; 
 (7) Hedging
Obligations permitted under Section 4.09(b)(9); 
 (8) Investments the payment for which consists of Equity Interests (exclusive of
Disqualified Stock) of the Issuers or any direct or indirect parent company of an Issuer, including Parent; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under
Section 4.07(a)(3); 
 (9) guarantees of Indebtedness permitted under Section 4.09; 

(10) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of
Section 4.11(b) (except transactions described in clauses (2), (6), (9), (11), (13) and (17) of Section 4.11(b)); 

(11) Investments consisting of (A) purchases and acquisitions of inventory, supplies, material, services or equipment, or other similar
assets or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business or (B) the leasing or licensing of intellectual property in the ordinary course of business or the leasing,
licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons; 
 (12) additional
Investments having an aggregate fair market value (as determined in good faith by the Issuers) taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of
an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities) not to exceed at the time of such Investment the greater of (x) $150,000,000 and (y) 20.00% of Adjusted EBITDA, for the
most recently ended four consecutive fiscal quarters ending immediately prior 

  
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to the making of such Investment for which Required Financial Statements have been delivered (with the fair market value (as determined in good faith by the Issuers) of each Investment being
measured at the time made and without giving effect to subsequent changes in value); provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be
deemed made under clause (1) or (3) above and shall not be included as having been made pursuant to this clause (12); 

(13) [reserved]; 

(14) advances to, or guarantees of Indebtedness of, officers, directors and employees of an Issuer or any of its Subsidiaries
not in excess of $12,000,000 outstanding at any one time, in the aggregate; 
 (15) loans and advances to officers, directors
and employees of an Issuer or its Subsidiaries for business-related travel expenses, moving expenses, payroll expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practice or to fund
such Person’s direct or indirect purchase of Equity Interests of an Issuer or any direct or indirect parent company of an Issuer, including Parent; 

(16) any Investment in any direct or indirect parent company of an Issuer, including Parent, any Subsidiary or any joint
venture, in each case, in connection with intercompany cash management arrangements, cash pooling arrangement, zero balance arrangements or related activities arising in the ordinary course of business; 

(17) endorsements for collection or deposit in the ordinary course of business; 

(18) Investments resulting from pledges or deposits with respect to leases or utilities provided to third parties in the
ordinary course of business or that are made in connection with Permitted Liens; 
 (19) advances, prepayments, loans or
extensions of credit to customers and suppliers in the ordinary course of business; 
 (20) Investments in joint ventures to
the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in the joint venture arrangements and similar binding arrangements; and 

(21) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection
or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers. 
 “Permitted Liens” means,
with respect to any Person: 
 (1) pledges, deposits or security by such Person under workmen’s compensation laws,
unemployment insurance, employers’ health tax, and other social security laws or similar legislation, or other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums
and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits
in connection with bids, tenders, trade contracts or government contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or agreements with utilities, 

  
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or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety, stay, customs or appeal bonds to which such Person is a party,
or deposits as security for contested taxes or import duties or for the payment of rent, performance and return of money bonds and other similar obligations (including letters of credit issued in lieu of any such bonds or to support the issuance
thereof and including those to secure health, safety and environmental obligations), in each case incurred 
 in the ordinary
course of business; 
 (2) Liens imposed by law or regulation, such as carriers’, warehousemen’s,
materialmen’s, repairmen’s, mechanics’, contractors’ and other similar Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens
arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in
accordance with GAAP; 
 (3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more
than 30 days or which are being contested in good faith by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP, or for property taxes on property an Issuer or one of
its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment or charge is to such property; 

(4) (A) Liens in favor of issuers of performance or surety bonds; or bid, indemnity, warranty, release, appeal or similar
bonds; or with respect to other regulatory requirements or in favor of regulatory bodies or letters of credit issued pursuant to the request of and for the account of such Person, in each case in the ordinary course of its business, (B) Liens
arising in respect of performance guarantees in the ordinary course of business and (C) Liens on cash in connection with the Xerox Guarantee Obligations existing on the Distribution Date; 

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

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (12) or (17) of
Section 4.09(b); provided that (x) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) extend only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or
improvement of which is financed thereby and any replacements, additions and accessions thereto and any income or profits therefrom; provided that individual financings of equipment provided by one lender may be cross-collateralized to other
financings of equipment provided by such lender, (y) Liens securing Refinancing Indebtedness permitted to be incurred pursuant to clause (12) only secure Refinancing Indebtedness that serves to Refinance any Indebtedness secured by a Lien;
provided that such Liens are limited to all or part of the same property or assets (plus additions, accessions, improvements, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements
under which the original Lien arose, could secure) the Indebtedness being refinanced and (z) Liens securing Indebtedness permitted to be incurred pursuant to clause (17) extend only to the assets of Non-Guarantor Subsidiaries; 

  
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 (7) Liens existing on the Issue Date (other than Liens permitted by clause (36));

 (8) Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary;
provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary; provided further, however, that such Liens may not extend to
any other property owned by an Issuer or any of the Restricted Subsidiaries other than pursuant to customary after-acquired property clauses; 

(9) Liens on property at the time an Issuer or a Restricted Subsidiary acquired the property, including any acquisition by
means of a merger or consolidation with or into an Issuer or any of the Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger or
consolidation; 
 (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to an Issuer or any
other Restricted Subsidiary permitted to be incurred in accordance with Section 4.09; 
 (11) Liens securing Hedging
Obligations permitted under Section 4.09(b)(9); 
 (12) Liens on specific items of inventory or other goods and proceeds
of any Person securing such Person’s obligations in respect of bankers’ acceptances or trade letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other
goods; 
 (13) (A) leases, subleases, licenses or sublicenses (including of real property and intellectual property)
granted to others in the ordinary course of business and (B) with respect to any leasehold interest held by an Issuer or any of its Subsidiaries, the terms of the leases granting such leasehold interest and the rights of lessors thereunder,
which in the case of each of (A) and (B) do not materially interfere with the ordinary conduct of the business of the Issuers and the Restricted Subsidiaries, taken as a whole, and do not secure any Indebtedness; 

(14) Liens arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases
entered into by the Issuers and the Restricted Subsidiaries in the ordinary course of business; 
 (15) Liens in favor of the
Issuers or any Restricted Subsidiary that is a Guarantor; 
 (16) Liens on equipment of an Issuer or any of the Restricted
Subsidiaries granted in the ordinary course of business; 
 (17) Liens securing obligations arising from vendor financing and
receivables programs in the ordinary course of business; 
 (18) Liens to secure any Refinancing (or successive Refinancings)
as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) and this clause (18); provided, however, that (A) such new Lien shall be limited to all or part of the
same property that secured the original Lien (and additions, accessions, improvements, 

  
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proceeds and replacements and customary deposits in connection therewith and proceeds and products therefrom) and assets that secured or, under the written agreements pursuant to which the
original Lien arose, could secure the original Indebtedness, and (B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed
amount of the Indebtedness described in clauses (6), (7), (8), (9) and this clause (18) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including
premiums, and accrued and unpaid interest related to such Refinancing; 
 (19) deposits made in the ordinary course of
business to secure liability to insurance carriers; 
 (20) other Liens securing Obligations that do not exceed the greater
of (x) $100,000,000 and (y) 13.50% of Adjusted EBITDA for the most recently ended four consecutive fiscal quarters ending immediately prior to the creation of such Lien for which Required Financial Statements have been delivered, in
aggregate principal amount at any one time outstanding; 
 (21) Liens securing judgments for the payment of money not
constituting an Event of Default under Section 6.01(a)(5) so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or
the period within which such proceedings may be initiated has not expired; 
 (22) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; 

(23) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or
successor provision on items in the course of collection, (B) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business and (C) in favor of banking or other financial
institutions arising as a matter of law or pursuant to customary depositary terms encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; 

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09;
provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 

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

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

  
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 (28) Liens on the Equity Interests of Unrestricted Subsidiaries; 

(29) Liens deemed to exist by reason of (A) any encumbrance or restriction (including put and call arrangements) with
respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement or (B) any encumbrance or restriction imposed under any contract for the sale by an Issuer or any of its Subsidiaries of the
Capital Stock of any Subsidiary of an Issuer, or any business unit or division of an Issuer or any Subsidiary of an Issuer permitted by this Indenture; 

(30) Liens on property or assets used to defease or to irrevocably satisfy and discharge Indebtedness; provided that
such defeasance or satisfaction and discharge is not prohibited by an Issuer; 
 (31) Liens arising out of conditional sale,
title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; 

(32) Liens incurred to secure cash management arrangements, zero balance arrangements, controlled disbursements, cash sweeps,
or credit card, purchase card and other card services, or to implement cash pooling arrangements in the ordinary course of business (including Liens securing letters of credit, bank guarantees, surety bonds or similar instruments supporting any of
the foregoing); 
 (33) Liens solely on any cash earnest money deposits made by an Issuer or any of the Restricted
Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted under this Indenture; 

(34) rights deemed to arise under revenue sharing or similar agreements entered into in the ordinary course of business
pursuant to which third parties are granted the right to receive a portion of the revenues, income or profits generated from specific assets or operations of an Issuer or any Restricted Subsidiary; 

(35) Liens securing the Notes and the related Guarantees; 

(36) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility
relating thereto, incurred pursuant to Section 4.09(b)(1); 
 (37) [reserved]; and 

(38) Liens securing obligations under Bilateral Letter of Credit Facilities not to exceed $100,000,000 at any time. 

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

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation,
dissolution, or winding up. 
 “Public Company Expenses” means expenses incurred in connection with (a) the Spin-Off,
(b) compliance with applicable law and regulations, including requirements of the Sarbanes-Oxley Act of 2002, the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as


  
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applicable to companies with equity or debt securities held by the public, or the rules of national securities exchanges applicable to companies with listed equity or debt securities,
(c) expenses incurred by Parent in connection with any public offering or other sale of Capital Stock or Indebtedness (i) where the net proceeds of such offering or sale are intended to be received by or contributed to an Issuer or a
Restricted Subsidiary, (ii) in a pro-rated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed, or (iii) otherwise on an interim basis prior to completion of such offering so
long as Parent shall cause the amount of such expenses to be repaid to the relevant Issuer or relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed and (d) any other expenses attributable to the status of any
parent company of an Issuer, including Parent, as a public company, including expenses relating to investor relations and other general corporate overhead, shareholder meetings and reports to shareholders, directors’ fees, directors’ and
officers’ insurance and other executive costs, indemnification obligations to directors and officers, legal, audit and other professional fees and expenses and listing and filing fees. 

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) to be placed on all Notes issued under this
Indenture, except where otherwise permitted by the provisions of this Indenture. 
 “QIB” means a “qualified
institutional buyer” as defined in Rule 144A. 
 “Rating Agencies” means Moody’s and S&P or if
Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating organization or organizations, as the case may be, selected by the Issuers which shall be substituted for
Moody’s or S&P or both, as the case may be. 
 “Record Date” for the interest payable on any applicable Interest
Payment Date means June 1 or December 1(whether or not a Business Day) next preceding such Interest Payment Date. 

“Refinance” means, in respect of any Indebtedness, Disqualified Stock or Preferred Stock, to refinance, extend, renew,
refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness, Disqualified Stock or Preferred Stock in exchange or replacement for, such Indebtedness, Disqualified Stock or Preferred Stock. “Refinanced” and
“Refinancing” shall have correlative meanings. 
 “Refinancing Indebtedness” means Indebtedness,
Disqualified Stock or Preferred Stock (including any Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), accrued interest, accrued dividends, defeasance costs and reasonable fees and expenses in
connection therewith) that Refinances any Indebtedness, Disqualified Stock or Preferred Stock existing on the Issue Date or incurred thereafter in compliance with this Indenture, including Indebtedness, Disqualified Stock or Preferred Stock that
Refinances Refinancing Indebtedness; provided that such Refinancing Indebtedness: 
 (1) either (A) has a
Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced or
(B) does not require payments of principal (other than any such payment that may arise as a result of an acceleration following default or pursuant to customary change of control or asset sale provisions) prior to the date that is 91 days
following the final scheduled maturity of the Notes; 
 (2) to the extent such Refinancing Indebtedness refinances
(i) Indebtedness subordinated in right of payment to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Guarantee, as applicable, at least to the same extent as the
Indebtedness being Refinanced or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and 

  
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 (3) shall not include: 

(A) Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness,
Disqualified Stock or Preferred Stock of an Issuer or a Guarantor; or 
 (B) Indebtedness, Disqualified Stock or Preferred
Stock of an Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary. 

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

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

 “Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto bearing the Global
Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination initially equal to the outstanding principal amount of the Regulation S Temporary
Global Note upon expiration of the Restricted Period. 
 “Regulation S Temporary Global Note” means a temporary Global Note
in the form of Exhibit A hereto bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in
a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S. 

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii). 

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business;
provided that any assets received by an Issuer or a Restricted Subsidiary in exchange for assets transferred by an Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person,
unless upon receipt of the securities of such Person, such Person would be or become a Restricted Subsidiary. 
 “Required Financial
Statements” means the financial statements required to be delivered pursuant to Section 4.03. 
 “Responsible
Officer” means, when used with respect to the Trustee, any officer within the corporate trust department 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 is referred because of such Person’s knowledge
of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 

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

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

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

 “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S. 

“Restricted Subsidiary” means, with respect to any person, at any time, any direct and indirect Subsidiary of such Person
that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary of a Person while such entity remains a Subsidiary of such Person, such
Subsidiary shall be included in the definition of “Restricted Subsidiary.” For purposes of the Notes and this Indenture, and the interpretation thereof, for all periods prior to the completion of the Spin-Off (including on and after the
Issue Date), the Subsidiaries of Xerox that will be Subsidiaries of an Issuer upon completion of the Spin-Off will be deemed to have been Restricted Subsidiaries of such Issuer. Unless otherwise indicated herein, all references to Restricted
Subsidiaries shall mean Restricted Subsidiaries of any Issuer. 
 “Rule 144” means Rule 144 promulgated under the
Securities Act. 
 “Rule 144A” means Rule 144A promulgated under the Securities Act. 

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

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

“S&P” means Standard & Poor’s Ratings Services, a division of McGraw Hill Financial, Inc., or any successor
to its rating agency business. 
 “Sale and Lease-Back Transaction” means any direct or indirect arrangement providing for
the leasing by an Issuer or any of the Restricted Subsidiaries of any real or tangible personal property (other than a lease for a term not exceeding 12 months), which property has been or is to be sold or transferred for value by an Issuer or such
Restricted Subsidiary to a third Person in contemplation of such leasing. 
 “SEC” means the U.S. Securities and Exchange
Commission. 
 “Secured Indebtedness” means any Indebtedness of an Issuer or any of the Restricted Subsidiaries secured by
a Lien. For the avoidance of doubt, Attributable Debt will be considered to be secured by the assets that are the subject of the Sale and Lease-Back Transaction. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 “Senior Credit Facilities” means the credit facilities under the credit agreement expected to be entered
into on the Issue Date in connection with the Transactions by and among the Issuers, each Guarantor, Affiliated Computer Services International B.V., the lenders party thereto in their capacities as lenders thereunder and the administrative agent
thereunder, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or Refinancings thereof and any
indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any
such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09). 

  
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 “Separation and Distribution Agreement” means the Separation and Distribution
Agreement between Xerox and Parent, to be dated on or prior to the Distribution Date. 
 “Significant Subsidiary” means any
Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date. 

“Similar Business” means any business, services or activities conducted or proposed to be conducted by an Issuer or any of
its Subsidiaries on the Issue Date or any business, services or activities that are similar, reasonably related, incidental, complementary or ancillary to any of the foregoing or are extensions or developments of any thereof. 

“Spin-Off” means the Internal Transactions and the Distribution. 

“Spin-Off Documents” means the Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement,
Employee Matters Agreement, documents related to the Xerox Guarantee Obligations and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by any of the
foregoing. 
 “Sterling” means the lawful currency of the United Kingdom. 

“Subordinated Indebtedness” means: 

(1) any Indebtedness of an Issuer which is by its terms subordinated in right of payment to the Notes, and 

(2) any Indebtedness of a Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity.

 “Subsidiary” means, with respect to any Person: 

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

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

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

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

 “Tax Matters Agreement” means the Tax Matters Agreement between Xerox and Parent, to be dated on or prior to the
Distribution Date. 

  
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 “Transactions” means (1) (A) the Spin-Off, (B) the payment of the
Xerox Cash Transfer, (C) the issuance by Parent of the Parent Series A Preferred Stock, (D) any other transactions contemplated by, or pursuant to, the Spin-Off Documents or otherwise in connection with the Spin-Off (including any
cancellation or termination of Indebtedness, agreements, arrangements, commitments or understandings, including intercompany accounts payables, receivables or Indebtedness, between Parent, an Issuer or any of the Restricted Subsidiaries, on the one
hand, and Xerox or any of its other Subsidiaries, on the other hand, and making certain intercompany contributions and dividend payments) and (E) any other transactions pursuant to agreements or arrangements in effect on the Distribution Date
on substantially the terms described in the Offering Memorandum or any amendment, modification, addition or supplement thereto or replacement thereof, as long as the terms of such agreement or arrangement, as so amended, modified, added,
supplemented or replaced are not materially more disadvantageous to the Holders when taken as a whole compared to the applicable agreements as described in the Offering Memorandum (as determined in good faith by the Issuers), (2) the issuance
of the Notes, (3) the entering into of the Senior Credit Facilities and the borrowings thereunder and (4) the payment of fees and expenses in connection with the foregoing. 

“Transition Services Agreement” means the Transition Services Agreement between Xerox and Parent, to be dated on or prior to
the Distribution Date. 
 “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption
Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the
Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to December 15, 2020; provided, however, that
if the period from the Redemption Date to December 15, 2020 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used. 

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

“Trustee” means U.S. Bank National Association, as trustee, until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving under this Indenture. 
 “Unrestricted Definitive
Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend. 

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached hereto that bears
the Global Note Legend and that has the “Schedule of Increases or Decreases of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that
do not bear and are not required to bear the Private Placement Legend. 
 “Unrestricted Subsidiary” means: 

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

  
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 An Issuer may designate any Subsidiary of such Issuer (including any existing Subsidiary and any
newly acquired or newly formed Subsidiary, but excluding any Issuer) to be an Unrestricted Subsidiary; provided that: 

(1) such designation complies with Section 4.07; and 

(2) each of: 

(A) the Subsidiary to be so designated; and 

(B) its Subsidiaries 
 has not at
the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of an Issuer
or any Restricted Subsidiary except for Liens described in clause (28) of the definition of “Permitted Liens.” 
 The Issuers
may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: 

(1) the Issuers could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test
described in Section 4.09(a); or 
 (2) the Consolidated Net Leverage Ratio for the Issuers and the Restricted
Subsidiaries would be less than or equal to such ratio immediately prior to such designation, 
 in each case on a pro forma basis taking into
account such designation. 
 Any such designation by the Issuers shall be notified by the Issuers to the Trustee by promptly filing with the
Trustee a copy of the resolution of the Board of Directors of the applicable Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions,
whereupon such designation shall be immediately effective. 
 “U.S. Person” means a U.S. person as defined in Rule 902(k)
under the Securities Act. 
 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at
the time entitled to vote in the election of the Board of Directors or other governing body of such Person. 
 “Weighted Average
Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: 

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

(2) the sum of all such payments. 

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which
(other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned
Subsidiaries of such Person. 

  
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 “XBS” has the meaning set forth in the introductory paragraph. 

“Xerox” means Xerox Corporation, a New York corporation. 

“Xerox Guarantee Obligations” means obligations owed by Parent, an Issuer or any Restricted Subsidiary on or after the
Distribution Date to Xerox or any of its subsidiaries in respect of Guarantees or other credit support instruments provided by or through Xerox or any of its subsidiaries for the benefit of Parent, an Issuer or any Restricted Subsidiary. 

SECTION 1.02. Other Definitions. 
  

			
	 Term
	  	 Defined in Section

	“Acceptable Commitment”	  	4.10
	“Affiliate Transaction”	  	4.11
	“Asset Sale Offer”	  	4.10
	“Authentication Order”	  	2.02
	“Change of Control Offer”	  	4.13
	“Change of Control Payment”	  	4.13
	“Change of Control Payment Date”	  	4.13
	“Covenant Defeasance”	  	8.03
	“Covenant Suspension Event”	  	4.15
	“DTC”	  	2.03
	“Event of Default”	  	6.01
	“Excess Proceeds”	  	4.10
	“incur”, “incurrence”	  	4.09
	“Legal Defeasance”	  	8.02
	“Note Register”	  	2.03
	“Offer Amount”	  	3.10
	“Offer Period”	  	3.10
	“Paying Agent”	  	2.03
	“Permitted Payments”	  	4.07
	“Purchase Date”	  	3.10
	“Redemption Date”	  	3.07
	“Refunding Capital Stock”	  	4.07
	“Registrar”	  	2.03
	“Restricted Payments”	  	4.07
	“Reversion Date”	  	4.15
	“Special Mandatory Redemption”	  	3.09
	“Successor Company”	  	5.01
	“Successor Guarantor”	  	5.01
	“Suspended Covenants”	  	4.15
	“Suspension Period”	  	4.15
	“Trigger Date”	  	3.09

 SECTION 1.03. Rules of Construction. Unless the context otherwise requires: 

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

  
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 (b) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP; 
 (c) “or” is not exclusive; 

(d) the words “including”, “include” or “includes” shall be deemed to be followed by the words
“without limitation”; 
 (e) words in the singular include the plural, and in the plural include the singular; 

(f) references to “shall” and “will” are intended to have the same meaning; 

(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or
successor sections or rules adopted by the SEC from time to time; 
 (h) unless the context otherwise requires, any reference
to an “Article”, “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; 

(i) “furnish to the Trustee” shall be deemed to be followed by the words “or electronically transmit”; 

(j) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this
Indenture as a whole and not any particular Article, Section, clause or other subdivision; and 
 (k) Indebtedness that is
unsecured shall not be deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and Indebtedness shall not be deemed to be subordinated or junior to any other Indebtedness merely because it has a junior priority
lien with respect to the same collateral. 
 For the purposes of this Indenture and the Notes and the interpretation hereof and thereof
(other than for purposes of assessing whether the Distribution, the Distribution Date or the Spin-Off has actually occurred in the case of any provisions hereof expressly referencing any of such terms), unless the context requires otherwise, the
Transactions shall be deemed to have occurred immediately prior to the Issue Date. For purposes of this Indenture and the Notes and the interpretation hereof and thereof, (i) unless the context requires otherwise, the term
“consolidated” with respect to any Person refers to such Person consolidated with each Issuer and the Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an
Affiliate of such Person and (ii) unless the context requires otherwise and only for so long as Finance Co and XBS are under common control, determinations and calculations required to be performed on a “consolidated” basis shall be
made as if Finance Co were a Wholly Owned Subsidiary of XBS for all relevant periods. 
 SECTION 1.04. Acts of Holders. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be
given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Proof of execution of any such instrument


  
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or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of
the Trustee and the Issuers, if made in the manner provided in this Section 1.04. 
 (b) The fact and date of the
execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that
the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the
authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient. 

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

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

(f) Without limiting the foregoing, a Holder entitled to take any action under this Indenture with regard to any particular
Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice
given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this Section 1.04 shall have the same effect as if given or taken by separate Holders of each such different part. 

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

(h) The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any Global Note held by the Depositary entitled under the procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to
make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. 

  
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 ARTICLE II 

The Notes 
 SECTION 2.01.
Form and Dating; Terms. 
 (a) General. The Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage (provided that any such notation, legend or endorsement is in a form acceptable to the
Issuers). Each Note shall be dated the date of the Trustee’s authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. 

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto
(including the Global Note Legend thereon and the “Schedule of Increases or Decreases of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but
without the Global Note Legend thereon and without the “Schedule of Increases or Decreases of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and
each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or
increased, as applicable, to reflect exchanges, repurchases and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made
by the Trustee as Custodian (or if the Trustee and the Custodian are not the same Person, by the Custodian at the direction of the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06. 

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of
the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Custodian, and registered in the name of the Depositary or the nominee of the Depositary for the
accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. Upon the expiry of the Restricted Period, beneficial interests in each Regulation S
Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global Note,
the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 

(d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is
unlimited. 

  
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 The terms and provisions contained in the Notes shall constitute, and are hereby expressly made,
a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note
conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 
 The Notes may
be required to be repurchased by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 or a Change of Control Offer as provided in Section 4.13. The Notes shall not be redeemable, other than as provided in Article III.

 Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without
notice to or consent of the Holders and shall be consolidated with and form a single class with the other Notes (including any Initial Notes or other Additional Notes) and shall have the same terms as to status, redemption or otherwise as such Notes
(other than date of issue and, if applicable, the date from which interest shall accrue and the first date on which payment thereof shall be made); provided that the Issuers’ ability to issue Additional Notes shall be subject to the
Issuers’ compliance with Section 4.09. Any Additional Notes may be issued with the benefit of an indenture supplemental to this Indenture. 

(e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear
System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial
interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream. 

SECTION 2.02. Execution and Authentication. At least one Officer of each Issuer shall execute the Notes by manual or facsimile
signature. 
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall
nevertheless be valid. 
 A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until
authenticated substantially in the form of Exhibit A attached hereto, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. 

On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and
deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order
for such Additional Notes issued under this Indenture. 
 The Trustee may appoint an authenticating agent acceptable to the Issuers to
authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights
as an Agent to deal with Holders or an Affiliate of the Issuers. 
 SECTION 2.03. Registrar and Paying Agent. The Issuers shall
maintain (i) a registrar with an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) a paying agent with an office or agency where Notes may be presented for
payment (the “Paying 

  
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Agent”). The Registrar shall maintain a register reflecting ownership of the Notes outstanding from time to time (“Note Register”) and upon written request from the
Issuers, the Registrar shall provide the Issuers with a copy of the Note Register. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar. The term
“Paying Agent” includes any additional paying agents. The Issuers initially appoint the Trustee as (i) Registrar and Paying Agent and (ii) the Custodian with respect to the Global Notes. The Issuers may change the Paying
Agents or the Registrars without prior notice to the Holders. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar
or Paying Agent, the Trustee shall act as such. An Issuer or any of its Subsidiaries may act as a Paying Agent or a Registrar. All Agents appointed under this Indenture shall be appointed pursuant to agency agreements among the Issuers, the Trustee
and the Agent, as applicable. In acting hereunder and in connection with the Notes, the Paying Agent and Registrar shall act solely as agents of the Issuers, and will not thereby assume any obligations towards or relationship of agency or trust for
or with any Holder. 
 The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect
to the Global Notes. 
 SECTION 2.04. Paying Agent to Hold Money in Trust. The Issuers shall require the Paying Agent other than the
Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee
of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held
by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than an Issuer or a Subsidiary of an Issuer) shall have no further liability for the money. If an Issuer or a Subsidiary of an Issuer acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes. 

SECTION 2.05. Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request
in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes. 

SECTION 2.06. Transfer and Exchange. 

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be
transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor. A beneficial interest in a Global Note shall be exchangeable for a Definitive Note if (A) (i) the
Depositary notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (ii) the Depositary has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Issuers within 120 days of such notice, (B) the Issuers, at their option, notify the Trustee in writing that they elect to cause the issuance of Definitive Notes; provided that in no event shall a
Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required under the provisions of Regulation S
(including Rule 903(b)(3)(ii)(B) under the Securities Act) or (C) there shall have occurred and be continuing an Event of Default with respect to the Notes and the Depositary has requested the issuance of
Defini-

  
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tive Notes. Upon the occurrence of any of the preceding events in (A), (B) or (C) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will
be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its Applicable Procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10, shall be authenticated and delivered in the form
of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (A), (B) or (C) above and pursuant to Section 2.06(c). A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c). 

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests
in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Neither the Issuers nor any agent of any Issuer shall have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act, or for complying with or ensuring compliance with any Applicable Procedures. Beneficial interests
in Global Notes shall be transferred or exchanged only for beneficial interests in Global Notes pursuant to this clause (b). Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or
(ii) below, as applicable, as well as, if applicable, one or more of the other following subparagraphs: 
 (i)
Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Temporary Global Note
may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note. Except as required pursuant to the Private Placement Legend, no written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this
Section 2.06(b)(i). 
 (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i), the transferor of such beneficial interest must deliver to the Registrar (in each case in form and substance satisfactory to the
Trustee and the Issuers) either: 
 (A) (1) a written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and
(2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or 

  
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 (B) (1) if Definitive Notes are at such time permitted to be issued under
this Indenture, a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial
interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred
to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and
(B) the receipt by the Registrar of any certificates required under the provisions of Regulation S (including Rule 903). 

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this
Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h). 

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

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

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

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

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

and, in each case, if the Registrar or the Issuers so request or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 

  
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 If any such transfer is effected pursuant to this Section 2.06(b)(iv) at a
time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this Section 2.06(b)(iv). 

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

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes. Beneficial interests in Global Notes shall be
exchanged for Definitive Notes only pursuant to this clause (c). 
 (i) Beneficial Interests in Restricted Global Notes to
Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in clause (A), (B) or (C) of Section 2.06(a), subject to satisfaction of the conditions set forth in Section 2.06(b)(ii) and
receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in a Restricted
Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the
form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial interest is being
transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; 

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

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

  
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the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuers shall execute and, upon receipt of
an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 

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

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

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

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

and, in each case, if the Registrar or the Issuers so request or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 
 (iv) Beneficial Interests in Unrestricted Global
Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in clause (A), (B) or (C) of Section 2.06(a) and satisfaction of the conditions set forth in Section 2.06(b)(ii), the Trustee shall
cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h), and the Issuers shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall 

  
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authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant
to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the
Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iv) shall not bear the Private Placement Legend. 
 (d) Transfer and Exchange of Definitive Notes for
Beneficial Interests in Global Notes. Restricted Definitive Notes shall be exchanged for beneficial interests in Restricted Global Notes only pursuant to this clause (d). 

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted
Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global
Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted Definitive
Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially
in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such Restricted Definitive
Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; 

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

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

the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of the applicable
Global Note. 
 (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a
Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes 

  
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delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following: 

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

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

and, in each case, if the Registrar or the Issuers so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar and the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted
Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.
Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph
(ii) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and
such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Definitive Notes shall be exchanged for Definitive Notes only pursuant to this clause (e).
Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this
Section 2.06(e): 
 (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive
Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 

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

  
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 (B) if the transfer will be made to a Non-U.S. Person in an offshore transaction
in accordance with Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or 

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

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

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

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

and, in each case, if the Registrar or the Issuers so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar and the
Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act. 
 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted
Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof. 
 (f) [Reserved]. 

(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this
Indenture unless specifically stated otherwise in the applicable provisions of this Indenture: 
 (i) Private Placement
Legend. 
 (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all
Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 

  
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 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS ONE YEAR (IN THE CASE OF THE 144A NOTES) OR 40 DAYS (IN THE CASE OF THE REGULATION S NOTES) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE NOTES
AND THE LAST DATE ON WHICH AN ISSUER OR ANY AFFILIATE OF AN ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) ONLY (A) TO AN ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT OR (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. 
 [IN THE CASE OF REGULATION
S NOTES:] BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT. 
 BY ITS ACQUISITION OF THIS SECURITY, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT
EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), A PLAN, ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR
REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY


  
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SUCH PLAN, ACCOUNT OR OTHER ARRANGEMENT WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101 AS MODIFIED BY SECTION 3(42) OF ERISA OR OTHERWISE OR (2) THE ACQUISITION AND HOLDING OF THIS
SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAW.” 

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii),
(c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. 

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

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 

(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in
substantially the following form: 

  
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 “THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).” 
 (iv) Original Issue Discount
Legend. Each Note issued hereunder that has more than a de minimis amount of original issue discount for U.S. Federal income tax purposes shall bear a legend in substantially the following form: 

“THIS SECURITY HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE
PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS SECURITY MAY BE OBTAINED BY CONTACTING THE TREASURER OF XEROX BUSINESS SERVICES, LLC, 233 MOUNT AIRY ROAD, SUITE 100, BASKING RIDGE, NEW JERSEY, 07920, TELEPHONE NUMBER
(908) 758-1200.” 
 (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by
the Trustee in accordance with Section 2.11. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes or a particular Global Note has been redeemed or repurchased in part, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such
Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

(i) General Provisions Relating to Transfers and Exchanges. 

(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request. 
 (ii)
The Registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. 

(iii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but Holders shall pay all taxes due on transfer (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.10, 4.10, 4.13 and 9.04).

 (iv) Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange of any Note selected for redemption.

 (v) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 

  
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 (vi) Neither the Registrar nor the Issuers shall be required (A) to register the transfer of
or exchange any Note for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed, (B) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date or
(C) to register the transfer of or to exchange any Notes tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer. 

(vii) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the
Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be
affected by notice to the contrary. 
 (viii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the
provisions of Section 2.02. 
 (ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar
pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by electronic transmission. 
 (x) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any
transfers between or among Participants or beneficial owners of interests in any Global Notes) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 

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

(xii) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in,
Depositary or other Person with respect to the accuracy of the records of Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than a Depositary) 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 the Depositary or its nominee
in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through Depositary subject to the applicable rules and procedures of Depositary. The Trustee may rely and shall be fully protected in relying
upon information furnished by Depositary with respect to its members, participants and any beneficial owners. 
 SECTION 2.07.
Replacement Notes. If any mutilated Note is surrendered to the Trustee, or the Registrar, the Issuers and the Trustee receive evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue
and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s and the Issuers’ requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of
the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is so replaced. The Issuers may charge for their expenses (including the expenses of the
Trustee) in replacing a Note. 

  
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 Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of
the benefits of this Indenture equally and proportionately with all other Notes duly issued under this Indenture. 
 SECTION 2.08.
Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because an Issuer or an Affiliate of an Issuer holds
the Note. 
 If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory
to it that the replaced Note is held by a protected purchaser. 
 If the principal amount of any Note is considered paid under
Section 4.01, it ceases to be outstanding and interest on it ceases to accrue. 
 If the Paying Agent (other than an Issuer, a
Subsidiary of an Issuer or an Affiliate of any thereof) holds, on a Redemption Date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall
cease to accrue interest. 
 SECTION 2.09. Treasury Notes. In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by an Issuer, or by any Affiliate of an Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected
in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notwithstanding the foregoing, Notes that are to be acquired by an Issuer, any Subsidiary
of an Issuer or an Affiliate of an Issuer pursuant to an exchange offer, tender offer or other similar agreement shall not be deemed to be owned by an Issuer, a Subsidiary of an Issuer or an Affiliate of an Issuer until legal title to such Notes
passes to such Issuer, such Subsidiary or such Affiliate, as the case may be. 
 SECTION 2.10. Temporary Notes. Until certificates
representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have
variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and upon receipt of an Authentication Order, the Trustee shall
authenticate definitive Notes in exchange for temporary Notes. 
 Holders and beneficial holders, as the case may be, of temporary Notes
shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture. 
 SECTION
2.11. Cancellation. The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled Notes
(subject to the record retention requirement of the Exchange Act) in accordance with its customary procedures. Confirmation of the disposal of all cancelled Notes shall be delivered to the Issuers upon their written request. The Issuers may not
issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 

  
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 SECTION 2.12. Defaulted Interest. If the Issuers default in a payment of interest on the
Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to Holders on a subsequent special record date, in each case at the rate provided in the Notes and in
Section 4.01. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with the Trustee an amount
of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Issuers shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date
shall be less than ten days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, the Trustee, in the name and at the expense of the
Issuers) shall mail or cause to be mailed, first-class postage prepaid, (or otherwise deliver in accordance with the applicable procedures of the Depositary) to each Holder a notice at his or her address as it appears in the Note Register that
states the special record date, the related payment date and the amount of such interest to be paid. 
 Subject to the foregoing provisions
of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Note. 
 SECTION 2.13. CUSIP/ISIN Numbers. The Issuers in issuing the Notes may use CUSIP or ISIN
numbers, as applicable, (if then generally in use) and, if so, the Trustee may use CUSIP or ISIN numbers, as applicable, in notices to Holders as a convenience to Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Notes or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or other action shall not be
affected by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee in writing of any change in the CUSIP or ISIN Code numbers, as applicable. Additional Notes will not be issued with the same CUSIP,
if any, as any existing Notes unless such Additional Notes are fungible with such existing Notes for U.S. federal income tax purposes. 

ARTICLE III 
 Redemption

 SECTION 3.01. Notices to Trustee. If the Issuers elect to redeem Notes pursuant to Section 3.07, it shall furnish to the
Trustee, at least five Business Days (or such later date acceptable to the Trustee) before notice of redemption is mailed or caused to be mailed (or otherwise sent in accordance with the applicable procedures of the Depositary) to the applicable
Holders pursuant to Section 3.03, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date
(subject to any conditions precedent applicable thereto), (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price (or manner of calculation if not then known). If the redemption price is not known at the time
such notice is to be given, the actual redemption price, calculated as described in the terms of the Notes and/or this Indenture, will be set forth in an Officer’s Certificate delivered to the Trustee no later than the Redemption Date. 

  
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 SECTION 3.02. Selection of Notes to Be Redeemed. If the Issuers are redeeming less than
all of the Notes at any time, the Trustee shall select the Notes to be redeemed on a pro rata basis (or as nearly pro rata as practicable) or by such method as the Trustee shall deem fair and appropriate, unless otherwise required by
law or the rules of the principal national securities exchange, if any, on which the Notes are listed or by lot or, with respect to any Global Notes, in accordance with the applicable procedures of the Depositary; provided that no Notes of
$2,000 or less shall be redeemed or repurchased in part. 
 The Trustee shall promptly notify the Issuers in writing of the Notes selected
for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; no Notes of
$2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. 

SECTION 3.03. Notice of Redemption. Subject to any contrary provisions of Section 3.09, the Issuers shall mail or cause to be
mailed by first-class mail (or otherwise delivered in accordance with the applicable procedures of the Depositary), notices of redemption at least 30 days (15 days in the case of redemption pursuant to Section 3.07(d)) but not more than 60 days
before the Redemption Date to each Holder at such Holder’s registered address or otherwise in accordance with the applicable procedures of the Depositary, except that redemption notices may be mailed (or otherwise sent in accordance with the
applicable procedures of the Depositary) more than 60 days prior to a Redemption Date if the notice is issued in connection with Article VIII or Article XI. If any Note is to be redeemed in part only, any notice of redemption that relates to such
Note shall state the portion of the principal amount thereof that is to be redeemed. The Issuers shall issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the
original Note. 
 The notice shall identify the Notes (including the CUSIP or ISIN number) to be redeemed and shall state: 

(A) subject to clause (I) below, the Redemption Date; 

(B) the redemption price (or manner of calculation if not then known); 

(C) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that has been or is to be
redeemed and that, after the Redemption Date upon surrender of such Note, the Issuers will issue a new Note or Notes in principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original
Note; 
 (D) the name and address of the Paying Agent; 

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

(F) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the Redemption Date; 
 (G) the paragraph or subparagraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; 

  
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 (H) that no representation is made as to the correctness or accuracy of the CUSIP
or ISIN number, as applicable, if any, listed in such notice or printed on the Notes; and 
 (I) any condition to such
redemption. 
 At the Issuers’ written request, the Trustee shall give the notice of redemption in the Issuers’ name and at its
expense; provided that the Issuers shall have delivered to the Trustee, at least five Business Days before notice of redemption is required to be mailed or caused to be mailed (or sent or caused to be sent in accordance with the applicable
procedures of the Depositary) to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to
be stated in such notice as provided in this Section 3.03. 
 Any redemption or notice of redemption may, at the Issuers’
direction, be subject to the satisfaction of one or more conditions precedent (including in the case of a redemption related to an Equity Offering, the consummation of such Equity Offering). In the event any one or more of such conditions precedent
is not satisfied (or waived by the Issuers) on the applicable Redemption Date, the Issuers will be entitled, at their option, to rescind such notice of redemption or extend on one or more occasions such Redemption Date until the satisfaction (or
waiver by the Issuers) of such conditions precedent, unless such notice is earlier rescinded as described above by the Issuers. 
 SECTION
3.04. Effect of Notice of Redemption. Subject to the last paragraph of Section 3.03 and the terms of the applicable redemption notice (including any conditions precedent contained therein), once notice of redemption is mailed in
accordance with Section 3.03, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price, subject to the satisfaction of any conditions precedent to the redemption. The notice, if mailed in a
manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of the Notes designated for
redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Notes. Subject to Section 3.05, on and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for
redemption. 
 SECTION 3.05. Deposit of Redemption Price. Prior to 11:00 a.m. (New York City time) on the Redemption Date, the
Issuers shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that date. On the written request of the Issuers, the Paying Agent shall promptly return to
the Issuers any money deposited with the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed. 

If the Issuers comply with the provisions of this Section 3.05, on and after the Redemption Date, interest shall cease to accrue on the
Notes or the portions of the Notes called for redemption. If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the Redemption Date shall be paid to the Person
in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuers to comply with this Section 3.05,
interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest accrued to the redemption date not paid on such unpaid principal, in each case at the rate provided in
the Notes and in Section 4.01. 

  
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 SECTION 3.06. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part,
the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed portion of the Note surrendered representing the same indebtedness to the extent not
redeemed; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order
and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note. 
 SECTION 3.07.
Optional Redemption. 
 (a) Prior to December 15, 2020, the Issuers may redeem the Notes, in whole at any time or
in part from time to time, upon notice as described in Section 3.03, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to,
but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 

(b) On and after December 15, 2020, the Issuers may redeem the Notes, in whole at any time or in part from time to time,
upon notice as described in Section 3.03, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, to, but excluding, the
applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve month period beginning on December 15 of each of the
years indicated below: 
  

					
	 Year
	  	Percentage	 
	 2020
	  	 	105.250	% 
	 2021
	  	 	102.625	% 
	 2022 and thereafter
	  	 	100.000	% 

 (c) Until December 15, 2019, the Issuers may, at any time and from time to time, upon
notice as described in Section 3.03, redeem up to 35.0% of the aggregate principal amount of Notes (including any Additional Notes) at a redemption price equal to 110.500% of the aggregate principal amount thereof plus accrued and unpaid
interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, in an amount no greater than the
aggregate cash proceeds received by an Issuer from one or more Equity Offerings (including such cash proceeds initially received by a parent company of an Issuer and contributed to an Issuer); provided that (1) an aggregate principal
amount of Notes equal to at least 65.0% of the aggregate principal amount of Notes issued on the Issue Date remains outstanding immediately after the occurrence of each such redemption and (2) each such redemption occurs within 90 days of the
closing of such Equity Offering. 
 (d) If Holders of not less than 90% in aggregate principal amount of the outstanding
Notes validly tender and do not withdraw such Notes in any Change of Control Offer and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described in Section 4.13, purchases all of the Notes validly
tendered and not withdrawn by such Holders, the Issuers will have the right to redeem all Notes that remain outstanding following such purchase upon not less than 15 days’ nor more than 60 days’ prior notice, given not more than 30 days
following such purchase pursuant to such Change of Control Offer, at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date,
subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. 

  
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 SECTION 3.08. Mandatory Redemption. Except as provided for in Section 3.09, the
Issuers shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. 
 SECTION 3.09.
Special Mandatory Redemption. If (1) on or prior to the Distribution Date, (A) the Issuers notify the Trustee in writing that Xerox has determined, in its sole discretion, not to pursue the completion of the Spin-Off or
(B) Xerox, in its sole discretion, publicly announces that it will not pursue the completion of the Spin-Off or (2) the Spin-Off is not completed by March 31, 2017 (the earliest of any such date, the “Trigger Date”),
then the Issuers shall redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest to, but excluding, the Redemption Date (such redemption, the
“Special Mandatory Redemption”). In the event of a Special Mandatory Redemption, the Issuers will cause a notice of special mandatory redemption to be mailed by first-class mail to each Holder at such Holder’s registered
address or otherwise in accordance with the applicable procedures of the Depositary promptly, but in any event not later than five Business Days after the Trigger Date, and will redeem the Notes on the date that is four Business Days after the date
of provision of such notice. 
 SECTION 3.10. Offers to Repurchase by Application of Excess Proceeds. 

(a) In the event that, pursuant to Section 4.10, the Issuers shall be required to commence an Asset Sale Offer, it shall
follow the procedures specified below. 
 (b) The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the
“Purchase Date”), the Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required by the terms of any Pari Passu Indebtedness, such Pari Passu Indebtedness (on a pro
rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest
payments are made. 
 (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment
Date, any accrued and unpaid interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders
who tender Notes pursuant to the Asset Sale Offer. 
 (d) Upon the commencement of an Asset Sale Offer, the Issuers shall
send, by first-class mail (or otherwise sent in accordance with the applicable procedures of the Depositary), a notice to each of the Holders, with a copy mailed or electronically transmitted to the Trustee and Agents. The notice shall contain all
instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and, if required by the terms of any Pari Passu Indebtedness, holders of such Pari Passu
Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: 
 (i) that the Asset Sale Offer
is being made pursuant to this Section 3.10 and Section 4.10 and the length of time the Asset Sale Offer shall remain open; 

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

  
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 (iii) that any Note not tendered or accepted for payment shall continue to accrue
interest; 
 (iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the
Asset Sale Offer shall cease to accrue interest after the Purchase Date; 
 (v) that Holders electing to have a Note
purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000; 

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note,
with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address specified
in the notice at least three days before the Purchase Date; 
 (vii) that Holders shall be entitled to withdraw their
election if the Issuers, the Depositary or the Paying Agent, as the case may be, receive, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note
the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 

(viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the Holders thereof exceeds
the Offer Amount, the Trustee shall select the Notes and the Issuers or the agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased on a pro rata basis (or as nearly pro rata as practicable)
based on the amount of the Notes and such Pari Passu Indebtedness tendered, unless otherwise required by law or the rules of the principal national securities exchange, if any, on which the Notes or such Pari Passu Indebtedness are listed or by lot
or such other similar method in accordance with the applicable procedures of the Depositary; provided that no Notes of $2,000 or less shall be repurchased in part; and 

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

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

(f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering
Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall
authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased;
provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers
shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. 

  
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 ARTICLE IV 

Covenants 
 SECTION 4.01.
Payment of Notes. The Issuers shall pay or cause to be paid to the Paying Agent the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall
be considered paid on the date due if the Paying Agent, if other than an Issuer or a Subsidiary, holds as of 11:00 a.m. (New York City time) on the due date money deposited by an Issuer in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then due. In any case where an Interest Payment Date, Redemption Date or any other stated maturity of any payment required to be made on the Notes shall not be a Business Day, then each
such payment need not be made on such date, but shall be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, Redemption Date or stated maturity of such payment and no additional interest
shall be payable as a result of such delay in payment. 
 The Issuers shall pay the Paying Agent interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; they shall pay the Paying Agent interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest at the same rate to the extent lawful. 
 SECTION 4.02. Maintenance of
Office or Agency. The Issuers shall maintain the office or agency required under Section 2.03 (which may be an office of the Trustee or an Affiliate of the Trustee) where Notes may be surrendered for registration of transfer or for exchange
and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If
at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee. 
 The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented
or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency
required under Section 2.03. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with
Section 2.03. 
 SECTION 4.03. Reports and Other Information. 

(a) Notwithstanding that any Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuers shall be required to file with the SEC within the dates
set forth below: 
 (1) within 90 days after the end of each fiscal year, combined annual reports of the Issuers containing,
in all material respects, the financial information that would have been required to be contained in an Annual Report on Form 10-K under the Exchange Act if each Issuer had been a reporting company under the Exchange Act; 

  
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 (2) within 45 days after the end of each of the first three fiscal quarters of
each fiscal year (commencing with the fiscal quarter ending March 31, 2017), combined quarterly reports of the Issuers containing, in all material respects, the financial information that would have been required to be contained in a Quarterly
Report on Form 10-Q under the Exchange Act if each Issuer had been a reporting company under the Exchange Act; and 
 (3)
within the time periods specified for filing Current Reports on Form 8-K after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the Exchange Act if each Issuer had been a reporting
company under the Exchange Act, current reports containing, in all material respects, the information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act; provided that no such Current Reports
will be required to be filed and provided that are not material to the interests of Holders in their capacities as such (as determined in good faith by the Issuers) if each Issuer had been a reporting company under the Exchange Act. 

Notwithstanding the foregoing, (1) none of the foregoing reports shall be required to contain the separate financial information for
Guarantors and non-guarantor subsidiaries contemplated by Rule 3-10 of Regulation S-X promulgated by the SEC, (2) none of the foregoing reports shall be required to present compensation or beneficial ownership information and (3) if any
direct or indirect parent company of an Issuer, including Parent, is a guarantor of the Notes, the reports, information and other documents required to be filed and provided as described above may be those of a parent company, rather than those of
any Issuers, so long as such filings would otherwise satisfy in all material respects the requirements of clause (1), (2) or (3) above; provided that if such parent company holds material assets (other than cash, Cash Equivalents
and the capital stock of the Issuers and Restricted Subsidiaries) such annual and quarterly reports shall include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent company
and its consolidated Subsidiaries, on the one hand, and the Issuers and the Restricted Subsidiaries on the other hand. 
 (b)
Notwithstanding anything in this Indenture to the contrary, (i) the Issuers shall not be deemed to have failed to comply with any of their obligations described in this Section 4.03 for purposes of Section 6.01(a)(3) until 90 days
after the date any such report is due under this Section 4.03 and (ii) no Issuer shall be so obligated to file such reports with the SEC (A) if the SEC does not permit such filing or (B) so long as if clause (A) is
applicable, and subject to clause (i) of this sentence, the Issuers make available the applicable information to prospective purchasers of Notes upon request, in addition to providing such information to the Trustee, in each case, by the
applicable date the Issuers would be required to file such information pursuant to Section 4.03(a). To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in Section 4.03(a) and
such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have
been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, and accrued and
unpaid interest, if any, on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. 

  
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 (c) At any time after the Issue Date that any of the Subsidiaries of any Issuer
are Unrestricted Subsidiaries, then the quarterly and annual reports required by Section 4.03(a) shall include a reasonably detailed presentation in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” or other comparable section, of the financial condition and results of operations of the Issuers and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the
Issuers; provided, however, that such reasonably detailed presentation shall not be required if (i) the total amount of assets of all Unrestricted Subsidiaries as at the end of the most recently ended fiscal quarter for which
financial statements have been delivered pursuant to this Indenture, determined on a consolidated basis in accordance with GAAP, are less than 5.0% of Consolidated Net Tangible Assets and (ii) the total amount of revenues of all Unrestricted
Subsidiaries for the most recently ended fiscal quarter for which Required Financial Statements have been delivered, determined on a consolidated basis in accordance with GAAP, are less than 5.0% of the consolidated revenues of the Issuers and the
Restricted Subsidiaries for the most recently ended fiscal quarter for which Required Financial Statements have been delivered, determined on a consolidated basis in accordance with GAAP. 

(d) So long as the Notes are outstanding and the reports required to be delivered under this Section 4.03 are not filed
with the SEC, the Issuers shall maintain a website (that, at the option of the Issuers, may be password protected) to which Holders of Notes, prospective investors, broker-dealers and securities analysts are given access promptly upon request and to
which all of the reports required by this Section 4.03 are posted. 
 (e) At any time after the Distribution Date that
neither the Issuers nor any parent company of an Issuer (including Parent) has a class of its common stock listed on a national securities exchange, the Issuers shall hold a conference call for the Holders and securities analysts to discuss such
financial information no later than 10 calendar days after filing the annual financial information described in Section 4.03(a)(1) and after filing the quarterly financial information described in Section 4.03(a)(2). The Issuers shall
announce any such conference call at least three Business Days in advance and not more than ten Business Days after filing of the foregoing financial information. Notwithstanding the foregoing, the requirements of this Section 4.03(e) shall not
apply for any period in which the Issuers or any direct or indirect parent company of an Issuer holds publicly announced conference calls for investors and analysts so long as Holders of Notes are provided 10 calendar days’ prior notice of such
conference calls. 
 (f) To the extent not satisfied by the reports referred to in Section 4.03(a), the Issuers shall
furnish to Holders of Notes, prospective investors, broker-dealers and securities analysts, upon their request at any time during which the Notes are not freely transferable under the Securities Act, any information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. 
 (g)
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 the foregoing shall not constitute constructive notice of any information
contained therein, or determinable from information contained therein including the Issuers’ compliance with any of the covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).
The Trustee shall have no responsibility whatsoever to determine whether any filing or posting referred to in this Section 4.03 has occurred. 

(h) Notwithstanding the foregoing, for all reports covering periods ended on or prior to the Distribution Date, the Issuers
will be deemed to be in compliance with the reporting requirements of this Section 4.03 by virtue of the filing of the Form 10. 

  
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 SECTION 4.04. Compliance Certificate. 

(a) The Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, an
Officer’s Certificate that, as to such Officer signing such certificate, to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not
in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred and is continuing, describing all such Defaults of which he or she may have knowledge).

 (b) The Issuers shall, within 30 days after becoming aware of any Default, deliver to the Trustee by registered or
certified mail or by electronic transmission an Officer’s Certificate specifying such Default. 
 SECTION 4.05. Taxes. Each
Issuer shall, and shall cause each of its Restricted Subsidiaries to, pay, before the same shall become delinquent or in default, all material taxes, assessments, and governmental levies except where (a) the validity or amount thereof is being
contested in good faith by appropriate negotiations or proceedings or (b) the failure to make payment is not adverse in any material respect to the Holders of the Notes. 

SECTION 4.06. Stay, Extension and Usury Laws. The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 

SECTION 4.07. Limitation on Restricted Payments. 

(a) Each Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly: 

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

(A) dividends, payments or distributions payable in Equity Interests (other than Disqualified Stock) of any Issuer; or 

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

(ii) purchase, redeem, repurchase, defease or otherwise acquire or retire for value any Equity Interests of an Issuer or any
direct or indirect parent company of an Issuer (including in connection with any merger or consolidation), to the extent held by a Person other than an Issuer or a Restricted Subsidiary; 

  
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 (iii) make any principal payment on, or purchase, redeem, repurchase, defease or
otherwise acquire or retire for value, in each case prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness of an Issuer or a Guarantor other than the payment, purchase, redemption, repurchase, defeasance,
acquisition or retirement of: 
 (A) Indebtedness permitted under Section 4.09(b)(7); or 

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

(iv) make any Restricted Investment 

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted
Payments”), unless, on or after the Distribution Date, at the time of such Restricted Payment: 
 (1) no Default
shall have occurred and be continuing or would occur as a consequence thereof; 
 (2) immediately after giving effect to such
transaction on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio of the Issuers and the Restricted Subsidiaries is at least 2.00:1.00; 

(3) immediately after giving pro forma effect to the making of such Restricted Payment (with such pro forma
adjustments as are appropriate and consistent with the pro forma adjustments set forth in the definition of “Consolidated Net Leverage Ratio” as determined in good faith by the Issuers), the Issuers’ Consolidated Net
Leverage Ratio is no greater than 3.50 to 1.00; and 
 (4) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Issuers and the Restricted Subsidiaries (and not rescinded or refunded) after the Distribution Date (including Restricted Payments permitted by clauses (1) and (17) of Section 4.07(b) (but, in the
case of Restricted Payments permitted by clause (17) of Section 4.07(b), only if and to the extent that at the time such Restricted Payment is made the amount of Restricted Payments permitted by this paragraph is positive), but excluding
all other Restricted Payments permitted by Section 4.07(b)), is less than the sum of (without duplication): 
 (A)
(i) 50% of the Consolidated Net Income of the Issuers accrued during the period (treated as one accounting period) beginning on the first day of the first full fiscal quarter following the fiscal quarter during which the Issue Date occurs to
the end of the Issuers’ most recently completed fiscal quarter for which Required Financial Statements have been delivered at the time of such Restricted Payment (or, if such aggregate cumulative Consolidated Net Income of the Issuers for such
period shall be a deficit, minus 100% of such deficit); 

  
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 (B) 100% of the aggregate net cash proceeds and the fair market value (as
determined in good faith by the Issuers) of marketable securities or other property received by an Issuer from (i) the issuance or sale of Equity Interests of (x) an Issuer (other than Disqualified Stock or Refunding Capital Stock) or
(y) to the extent such net cash proceeds are actually contributed to an Issuer, Equity Interests of Parent or any other direct or indirect parent company of an Issuer, or (ii) otherwise contributed to the equity (other than through an
issuance of Disqualified Stock) of an Issuer after the Issue Date (other than an issuance or sale to a Subsidiary of an Issuer or an issuance or sale to an employee stock ownership plan or other trust established by an Issuer or any Restricted
Subsidiary to the extent funded by an Issuer or its Subsidiaries); plus 
 (C) 100% of the aggregate net cash
proceeds and the fair market value (as determined in good faith by the Issuers) of marketable securities or other property received by an Issuer or any Restricted Subsidiary from the issuance or sale (other than to an Issuer or a Restricted
Subsidiary or to an employee stock ownership plan or other trust established by an Issuer or a Restricted Subsidiary to the extent funded by an Issuer or its Subsidiaries) by an Issuer or any Restricted Subsidiary after the Issue Date of any
Indebtedness or Disqualified Stock that has been converted into or exchanged for Equity Interests of an Issuer (other than Disqualified Stock) or Equity Interests of Parent or any other direct or indirect parent company of an Issuer, plus,
without duplication, any cash proceeds and the fair market value (as determined in good faith by the Issuers) of marketable securities or other property received by any Issuer or any Restricted Subsidiary upon such conversion or exchange;
plus 
 (D) 100% of the aggregate amount received in cash and the fair market value (as determined in good faith by
the Issuers) of marketable securities or other property received by an Issuer or any Restricted Subsidiary from: (i) the sale or other disposition (other than to an Issuer or a Restricted Subsidiary) of and the receipt of any dividends or
distributions from Restricted Investments made by an Issuer or any Restricted Subsidiary and repurchases and redemptions of such Restricted Investments from an Issuer or any Restricted Subsidiary and repayments of loans or advances, and releases of
guarantees, which constituted Restricted Investments by an Issuer or any Restricted Subsidiary, in each case after the Issue Date; or (ii) the sale (other than to an Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary
or a distribution from an Unrestricted Subsidiary (other than to the extent of the amount of the Investment in such Unrestricted Subsidiary that constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary, in each case after
the Issue Date; plus 
 (E) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary
or the merger or consolidation of an Unrestricted Subsidiary into an Issuer or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to an Issuer or a Restricted Subsidiary, in each case
after the Distribution Date, the fair market value (as determined in good faith by the Issuers) or if such fair market value exceeds $100,000,000, the fair market value as specified in writing by an Independent Financial Advisor, of the Investment
in such Unrestricted Subsidiary at the time of such redesignation, merger, consolidation or transfer (other than to the extent of the amount of the Investment in such Unrestricted Subsidiary that constituted a Permitted Investment); plus 

(F) in the event that an Issuer or any Restricted Subsidiary has made or makes any Investment in a Person subsequent to the
Issue Date that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary, an amount equal to the existing Investment of an Issuer or any Restricted Subsidiary in such Person to the extent it was previously treated as a
Restricted Payment. 

  
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 (b) Section 4.07(a) shall not prohibit any of the following (collectively,
“Permitted Payments”): 
 (1) the payment of any dividend or distribution or the consummation of any
irrevocable redemption within 60 days after the date of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of
this Indenture (assuming, in the case of a redemption payment, the giving of the notice of such redemption payment would have been deemed to be a Restricted Payment at such time and such deemed Restricted Payment would have been permitted at such
time); 
 (2) the purchase, redemption, defeasance, repurchase, retirement or other acquisition of any Equity Interests of an
Issuer or Equity Interests of any direct or indirect parent company of an Issuer, including Parent, or of Subordinated Indebtedness of an Issuer or any Guarantor, in exchange for, or out of the proceeds of the substantially concurrent issuance or
sale (other than to a Restricted Subsidiary or to an employee stock ownership plan or other trust established by an Issuer or a Restricted Subsidiary to the extent funded by the an Issuer or a Restricted Subsidiary) of, Equity Interests (other than
Disqualified Stock) of an Issuer or Equity Interests of any direct or indirect parent company of an Issuer, including Parent (collectively, the “Refunding Capital Stock”); 

(3) the purchase, redemption, defeasance, repurchase, retirement or other acquisition of (i) Subordinated Indebtedness of
an Issuer or a Guarantor made by, in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness of an Issuer or a Guarantor or (ii) Disqualified Stock of an Issuer or any Guarantor made in
exchange for, or out of the proceeds of the substantially concurrent incurrence of Refinancing Indebtedness of an Issuer or any Guarantor, in each case that is incurred in compliance with Section 4.09; 

(4) a Restricted Payment to pay for the purchase, repurchase, retirement or other acquisition for value of Equity Interests
(other than Disqualified Stock) or otherwise in settlement of any equity-based award of an Issuer or any direct or indirect parent company of an Issuer, including Parent, held by any future, present or former member of management, employee, director
or consultant of an Issuer, any direct or indirect parent company of an Issuer, including Parent, or any of the Subsidiaries of an Issuer pursuant to any equity-based plan or stock option plan or any other management, employee or director benefit
plan or agreement, or any stock subscription or shareholder agreement or upon the termination of such member’s, employee’s, director’s or consultant’s employment or directorship; provided, however, that the
aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $25,000,000 (with unused amounts in any calendar year being carried over for one additional calendar year); provided further that such
amount in any calendar year may be increased by an amount not to exceed: 
 (A) the cash proceeds from the sale of Equity
Interests (other than Disqualified Stock) of an Issuer or Equity Interests of any direct or indirect parent company of an Issuer, including Parent, to future, present or former members of management, employees, directors or consultants of an Issuer,
any direct or indirect parent company of an Issuer, including Parent, or any Subsidiaries of an Issuer that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the
payment of Restricted Payments by virtue of Section 4.07(a)(3); plus 

  
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 (B) the cash proceeds of key man life insurance policies received by an Issuer
or any Restricted Subsidiaries after the Issue Date; less 
 (C) the amount of any Restricted Payments previously
made with the cash proceeds described in clauses (A) and (B) of this clause (4); 
 and provided further that
cancellation of Indebtedness owing to an Issuer or any Restricted Subsidiary from any future, present or former members of management, employees, directors or consultants of an Issuer, any direct or indirect parent company of an Issuer, including
Parent, or any Restricted Subsidiaries in connection with a repurchase of Equity Interests of an Issuer or any direct or indirect parent company of an Issuer, including Parent, will not be deemed to constitute a Restricted Payment for purposes of
this Section 4.07 or any other provision of this Indenture; 
 (5) purchases, redemptions, defeasances, repurchases or
other acquisitions of Equity Interests deemed to occur (i) upon exercise of stock options, stock appreciation rights or warrants if such Equity Interests represent a portion of the exercise price of such options, stock appreciation rights or
warrants or (ii) for purposes of satisfying any required tax withholding obligation upon the exercise or vesting of a grant or award that was granted or awarded to an employee; 

(6) on or after the Distribution Date, other Restricted Payments in an aggregate amount taken together with all other
outstanding Restricted Payments made pursuant to this clause (6) not to exceed $100,000,000; 
 (7) [reserved]; 

(8) any Restricted Payment attributable to, or arising or made in connection with, the Transactions and the fees and expenses
related thereto as described in the Offering Memorandum, including the Xerox Cash Transfer; 
 (9) the repurchase,
redemption, defeasance or other acquisition or retirement of any Subordinated Indebtedness pursuant to the provisions similar to those described in Section 4.10 and Section 4.13; provided that prior to any such repurchase,
redemption, defeasance or other acquisition or retirement, all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, defeased, acquired or retired; 

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

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

(12) Restricted Payments made by an Issuer to any direct or indirect parent company of an Issuer, including Parent, at such
times and in such amounts as shall be necessary to pay the tax liabilities of such parent company directly attributable to (or arising as a result of) the operations of the Issuers and their Subsidiaries; provided, that the amount of Restricted
Payments made 

  
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pursuant to this clause (12) shall not exceed the sum of (a)(i) the taxable income of Parent attributable to Parent’s interest in the Issuers multiplied by (ii) the highest
marginal tax rate applicable to a corporation residing in New York, New York at such time, plus (b) any sales, use, value added or other non-income tax liabilities of Parent directly attributable to (or arising as a result of) the operations of
the Issuers and their Subsidiaries; 
 (13) the declaration and payment of regularly scheduled or accrued dividends to
holders of any class or series of Disqualified Stock of an Issuer or any Restricted Subsidiary, Preferred Stock of any Restricted Subsidiaries issued or incurred in accordance with Section 4.09 or Capital Stock of an Issuer or any direct or
indirect parent company of an Issuer, including Parent, issued in connection with the Transactions with respect to equity-based awards; 

(14) payments of cash, or dividends, distributions or advances by an Issuer or any Restricted Subsidiary to allow the payment
of cash, in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person or any direct or indirect parent company of an Issuer, including Parent; 

(15) mandatory redemptions or repurchases of Disqualified Stock the issuance of which itself constituted a Restricted Payment
or Permitted Investment otherwise permissible under this Indenture; 
 (16) on or after the Distribution Date, the payment of
dividends to any direct or indirect parent company of an Issuer, including Parent, (A) to pay dividends on the Parent Series A Preferred Stock in an aggregate amount not to exceed $12,000,000 per fiscal year and (B) to pay Public Company
Expenses; or 
 (17) on or after the Distribution Date, any additional Restricted Payments so long as, immediately after
giving pro forma effect to the making of such Restricted Payment (with such pro forma adjustments as are appropriate and consistent with the pro forma adjustments set forth in the definition of “Consolidated Net Leverage
Ratio” as determined in good faith by the Issuers), the Issuers’ Consolidated Net Leverage Ratio is no greater than 2.00 to 1.00; 

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (6), (11) or (17), no
Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof. 
 (c) The Issuers
will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted
Subsidiary, all outstanding Investments by an Issuer and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be an Investment in an amount determined as set forth in the definition of
“Investment.” Such designation shall be permitted only if an Investment in such amount would be permitted at such time, whether as a Restricted Payment or a Permitted Investment, and if such Subsidiary otherwise meets the definition of an
“Unrestricted Subsidiary.” Unrestricted Subsidiaries will not be subject to any of the covenants set forth in this Indenture. 

(d) For purposes of clauses (2), (3) and (4) of Section 4.07(b), a Restricted Payment shall be deemed to have
been made substantially concurrently with the applicable event if made or irrevocably committed to be made within 90 days of such event. 

  
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 (e) The amount of all Restricted Payments (other than cash) shall be the fair
market value (as determined in good faith by the Issuers) on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by an Issuer or Restricted Subsidiary, as the case may be, pursuant to such
Restricted Payment. 
 SECTION 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 

(a) No Issuer shall, nor shall it permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise
cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: 

(1) (A) pay dividends or make any other distributions to an Issuer or any of the Restricted Subsidiaries on its Capital
Stock, or with respect to any other interest or participation in, or measured by, its profits, or 
 (B) pay any Indebtedness
owed to an Issuer or any of the Restricted Subsidiaries; 
 (2) make loans or advances to an Issuer or any of the Restricted
Subsidiaries; or 
 (3) sell, lease or transfer any of its properties or assets to an Issuer or any of the Restricted
Subsidiaries. 
 (b) The restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions existing under
or by reason of: 
 (1) contractual encumbrances or restrictions (i) in effect on the Issue Date or (ii) in effect
on the Distribution Date on substantially the terms described in the Offering Memorandum, including those arising under the Senior Credit Facilities and any related documentation; 

(2) (i) this Indenture, the Notes and the Guarantees and (ii) any agreement governing Indebtedness permitted to be
incurred pursuant to Section 4.09; provided that the provisions relating to restrictions of the type described in clauses (1) through (3) of Section 4.08(a) contained in such agreement, taken as a whole, are (in the good
faith determination of the Issuers) not materially more restrictive than the provisions contained in the Senior Credit Facilities, or in this Indenture, in each case as in effect when initially executed; 

(3) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations that
impose restrictions of the nature discussed in Section 4 .08(a)(3) on the property so acquired or leased; 
 (4)
applicable law or any applicable rule, regulation or order; 
 (5) any agreement or other instrument of a Person (including
an Unrestricted Subsidiary that becomes a Restricted Subsidiary whether by redesignation or otherwise) acquired by or merged or consolidated with or into an Issuer or any of the Restricted Subsidiaries in existence at the time of such transaction
(but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its
Subsidiaries, so acquired; 

  
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 (6) contracts for the sale of assets, including customary restrictions with
respect to a Subsidiary of an Issuer that impose restrictions solely on the assets to be sold (including vendor financing and receivables programs in the ordinary course of business); 

(7) any Hedging Obligations; 

(8) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 and Section 4.12 that limit the
right of the debtor to dispose of the assets securing such Indebtedness; 
 (9) restrictions on cash or other deposits or net
worth imposed by leases, customers under contracts or other contracts or agreements entered into in the ordinary course of business; 

(10) other Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries permitted to be incurred
subsequent to the Issue Date pursuant to Section 4.09; 
 (11) customary provisions in joint venture agreements or
arrangements and other similar agreements or arrangements relating solely to such joint venture; 
 (12) customary provisions
contained in leases, sub-leases, licenses or sub-licenses, permits, applicable franchise agreements, contracts and other agreements, in each case, entered into in the ordinary course of business; 

(13) any agreements entered into in the ordinary course of business, not relating to Indebtedness and that do not, individually
or in the aggregate, materially impair (in the good faith determination of the Issuers) the ability of the Issuers or the Guarantors to pay the principal and interest on the Notes; 

(14) any agreement for the sale or other disposition of all or substantially all the Capital Stock or the assets of a
Restricted Subsidiary to the extent it restricts distributions by that Restricted Subsidiary pending such sale or other disposition; 

(15) customary provisions imposed on the transfer of copyrighted or patented materials; and 

(16) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a)
imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (15) of this
Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith determination of the Issuers, no more restrictive in any
material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. 

(c) For purposes of determining compliance with this Section 4.08, (1) the priority of any Preferred Stock in
receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock will not be deemed a restriction on the ability to make distributions on Capital Stock and (2) the subordination of
loans or advances made to an Issuer or any of the Restricted Subsidiaries to other Indebtedness Incurred by an Issuer or any of the Restricted Subsidiaries will not be deemed a restriction on the ability to make loans or advances. 

  
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 SECTION 4.09. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and
Preferred Stock. 
 (a) No Issuer shall, nor shall permit any of the Restricted Subsidiaries to, directly or indirectly,
create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable for (collectively, “incur” and collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) and the
Issuers shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuers may incur Indebtedness (including
Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Net
Leverage Ratio of the Issuers and the Restricted Subsidiaries at the time such Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would be no greater than 4.50 to 1:00, determined on a pro forma basis (including
a pro forma application of the net proceeds therefrom); provided further, however, that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue Disqualified Stock or Preferred Stock if, after
giving pro forma effect to such incurrence or issuance, more than an aggregate of the greater of (x) $100,000,000 and (y) 15.00% of Adjusted EBITDA for the most recently ended four consecutive fiscal quarters ending immediately
prior to such incurrence or issuance for which Required Financial Statements have been delivered, at the time of incurrence or issuance of such Indebtedness or Disqualified Stock or Preferred Stock of such Restricted Subsidiaries that are not
Guarantors is outstanding pursuant to this Section 4.09(a) and clause (17) of Section 4.09(b). 
 (b) The
provisions of Section 4.09(a) shall not apply to: 
 (1) (x) the incurrence of Indebtedness under Credit Facilities
by the Issuers and the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the
face amount thereof); provided, however, that immediately after giving effect to any such incurrence, the then outstanding aggregate principal amount of all Indebtedness under this clause (1)(x), together with the aggregate principal
amount of Indebtedness then outstanding pursuant to clause (1)(y) hereof, does not exceed at any one time an amount equal to (A) $2,500,000,000 plus (B) an unlimited additional amount so long as the Consolidated Secured Net Leverage
Ratio on a pro forma basis as of the last day of the most recently ended fiscal quarter for which Required Financial Statements have been delivered does not exceed 2.25 to 1.00 (with up to an aggregate of $300,000,000 of Indebtedness incurred
under subclause (A) above substantially simultaneously with the incurrence of any Indebtedness under this subclause (B) not being included in the calculation of the Consolidated Secured Net Leverage Ratio under this subclause (B) for
such substantially simultaneous incurrence) and (y) any Indebtedness incurred to Refinance Indebtedness incurred under clause (1)(x) hereof (or successive Refinancings of Indebtedness incurred under this clause (1)(y)); provided that
solely for the purpose of calculating the Consolidated Secured Net Leverage Ratio under clause (1)(x) above, any outstanding Indebtedness incurred under this clause (1) that is unsecured shall nevertheless be deemed to be secured by a
Lien; 
 (2) Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes or Guarantees
with respect thereto); 
 (3) Indebtedness of the Issuers and the Restricted Subsidiaries in existence on the Issue Date
(other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b)); 

  
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 (4) (A) Indebtedness (including Capitalized Lease Obligations and
Attributable Debt), Disqualified Stock and Preferred Stock incurred by an Issuer or any Restricted Subsidiary to finance the purchase, lease, construction or improvement of property (real or personal) or equipment, whether through the direct
purchase of assets or the Capital Stock of any Person owning such assets, and any Indebtedness incurred to Refinance any such Indebtedness (and successive Refinancings thereof), in an aggregate principal amount or liquidation preference which, when
aggregated with the principal amount of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding under this clause (4)(A), together with the aggregate principal amount of Indebtedness outstanding pursuant to clause (B) of
this clause (4), does not exceed, at the time of incurrence, the greater of (x) $75,000,000 and (y) 11.00% of Adjusted EBITDA for the most recently ended four consecutive fiscal quarters ending immediately prior to such time for which
Required Financial Statements have been delivered and (B) any Indebtedness incurred to Refinance Indebtedness incurred under clause (A) of this clause (4) (or successive Refinancings of Indebtedness incurred under this clause (B));

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

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

(7) Indebtedness of an Issuer to a Restricted Subsidiary or the other Issuer or of a Restricted Subsidiary to an Issuer or
another Restricted Subsidiary; provided that any such Indebtedness (other than such as may arise from ordinary course intercompany cash management obligations) owing by an Issuer or a Guarantor to a Non-Guarantor Subsidiary is expressly
subordinated in right of payment to the Notes or the applicable Guarantee, as applicable; and provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary
ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to an Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to
be an incurrence of such Indebtedness not permitted by this clause (7); 
 (8) shares of Preferred Stock of a Restricted
Subsidiary issued to an Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in such Preferred Stock being beneficially owned by a Person other than an
Issuer or any Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to an Issuer or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not
permitted by this clause (8); 
 (9) Hedging Obligations not entered into for speculative purposes; 

  
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 (10) obligations in respect of workers’ compensation claims, self-insurance,
performance, bid, appeal and surety bonds and performance or completion guarantees and similar obligations provided by an Issuer or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bankers’ acceptances, bank
guarantees or similar instruments related thereto, in each case in the ordinary course of business; 
 (11)
(A) Indebtedness or Disqualified Stock of an Issuer and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is a Guarantor not otherwise permitted under this Indenture in an aggregate principal amount or
liquidation preference, which when aggregated with the outstanding principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (11)(A), together
with the aggregate principal amount of Indebtedness outstanding pursuant to clause (B) of this clause (11), does not exceed, at the time of incurrence, the greater of (x) $100,000,000 and (y) 13.50% of Adjusted EBITDA for the most
recently ended four consecutive fiscal quarters ending immediately prior to such time for which Required Financial Statements have been delivered and (B) any Indebtedness incurred to Refinance Indebtedness incurred under clause (A) of this
clause (11) (or successive Refinancings of Indebtedness incurred under this clause (B)); 
 (12) the incurrence by an
Issuer or a Restricted Subsidiary of Refinancing Indebtedness that serves to Refinance: 
 (A) any Indebtedness,
Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) or clause (2), (3) and/or (13) of this Section 4.09(b), or 

(B) any Indebtedness, Disqualified Stock or Preferred Stock incurred to so Refinance the Indebtedness, Disqualified Stock or
Preferred Stock described in clause (A) of this Section 4.09(b)(12); 
 (13) Indebtedness, Disqualified Stock or
Preferred Stock of (x) an Issuer or a Restricted Subsidiary incurred to finance an acquisition of any assets, business or Person or (y) Persons that are acquired by an Issuer or any Restricted Subsidiary or merged into or consolidated with
an Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that, after giving effect to such acquisition, merger or consolidation, either: 

(A) the Issuers would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net
Leverage Ratio test set forth in Section 4.09(a), or 
 (B) the Consolidated Net Leverage Ratio is less than or equal
to the Consolidated Net Leverage Ratio immediately prior to such acquisition, merger or consolidation; 
 (14) Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business;
provided that such Indebtedness is extinguished within ten Business Days of notice of its incurrence; 
 (15)
Indebtedness of an Issuer or any of the Restricted Subsidiaries supported by a letter of credit or bank guarantee issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit or bank
guarantee; 

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

(B) any guarantee by a Restricted Subsidiary of Indebtedness of an Issuer; provided that such guarantee is incurred in
accordance with Section 4.14, or 
 (C) any guarantee by an Issuer or a Restricted Subsidiary in the ordinary course of
business in respect of obligations to suppliers, customers, franchisees, lessors and licensees of an Issuer or any Restricted Subsidiary; 

(17) (A) Indebtedness of Non-Guarantor Subsidiaries in an aggregate principal amount, which when aggregated with the
principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (17)(A) and incurred by Non-Guarantor Subsidiaries pursuant to Section 4.09(a), together with the aggregate principal amount of Indebtedness
outstanding pursuant to clause (B) of this clause (17), does not exceed, at the time of incurrence, the greater of (x) $50,000,000 and (y) 7.25% of Adjusted EBITDA for the most recently ended four consecutive fiscal quarters ending
immediately prior to such incurrence for which Required Financial Statements have been delivered, and (B) any Refinancing Indebtedness in respect of Indebtedness incurred under clause (A) of this clause (17) (or successive
Refinancings of Indebtedness incurred under this clause (B)); 
 (18) Indebtedness of an Issuer or any of the Restricted
Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business; 

(19) Indebtedness of an Issuer or any of the Restricted Subsidiaries undertaken in connection with cash management, card
obligations, netting services, overdraft protections, cash pooling arrangements and related activities, in each case, in the ordinary course of business; 

(20) Indebtedness consisting of Indebtedness issued by an Issuer or any of the Restricted Subsidiaries to current or former
officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of an Issuer or any direct or indirect parent company of an Issuer, including
Parent, to the extent permitted under Section 4.07(b)(4); 
 (21) Indebtedness arising as a result of vendor financing
and receivables programs in the ordinary course of business; and 
 (22) Indebtedness under Bilateral Letter of Credit
Facilities not to exceed $100,000,000 at any time. 
 (c) For purposes of determining compliance with this Section 4.09,
in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses
(1) through (22) of Section 4.09(b) or is permitted to be incurred pursuant to Section 4.09(a), the Issuers, in their sole discretion, may divide and/or classify on the date of incurrence such item of Indebtedness, Disqualified
Stock or Preferred Stock (or any portion thereof) in any manner that complies with this Section 4.09 and may later redivide and/or reclassify (based on circumstances existing at the time of such redivision or reclassification) such item of
Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) in any manner that complies with this Section 4.09; provided that all Indebtedness outstanding under the Senior Credit Facilities on the Distribution Date will
be treated as incurred on the Distribution Date under Section 4.09(b)(1) and will not later be reclassified. 

  
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 (d) Accrual of interest or dividends, the accretion of accreted value and the
payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends in the form of additional shares of Disqualified Stock or Preferred Stock, as applicable, of the same class, and accretion of original issue
discount or liquidation preference will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09. Guarantees of, or obligations in respect of letters of credit relating to,
Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by
such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.09. 
 (e) For purposes of
determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency
exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever is lower), in the case of revolving credit debt; provided that if such Indebtedness is incurred to
Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such
Refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced. For the avoidance of
doubt and notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that may be incurred pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange
rate of currencies. 
 (f) The principal amount of any Indebtedness incurred to Refinance other Indebtedness, if incurred in
a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated as in effect on the date of such Refinancing. 

(g) The Issuers will not, and will not permit any Guarantor (other than Parent) to, directly or indirectly, incur Indebtedness
(including Acquired Indebtedness) that is contractually subordinated in right of payment to any Indebtedness of such Issuer or such Guarantor, as the case may be, unless such Indebtedness is contractually subordinated in right of payment to the
Notes or such Guarantor’s Guarantee, in all material respects, to the extent and in the manner as such Indebtedness is so subordinated to other Indebtedness of the applicable Issuer or Guarantor, as the case may be. 

SECTION 4.10. Asset Sales. 

(a) No Issuer shall, nor shall it permit any of the Restricted Subsidiaries to, consummate an Asset Sale, unless: 

(1) the applicable Issuer or any such Restricted Subsidiary, as the case may be, receives consideration at the time of such
Asset Sale at least equal to the fair market value (as determined in good faith by the Issuers) of the assets sold or otherwise disposed of; and 

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

(A) any liabilities of the applicable Issuer or such Restricted Subsidiary (other than Contingent Obligations and liabilities
that are by their terms subordinated to the Notes or any Guarantee) that are assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Asset Sale) and for which
the Issuers and all such Restricted Subsidiaries have been released, 
 (B) any notes or other obligations or securities
received by the applicable Issuer or such Restricted Subsidiary from such transferee that are converted by the applicable Issuer or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or
Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of such Asset Sale, and 

(C) any Designated Non-cash Consideration received by the applicable Issuer or such Restricted Subsidiary in such Asset Sale
having an aggregate fair market value (as determined in good faith by the Issuers) taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding (but, to the extent that
any such Designated Non-Cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (i) the amount of the cash received (less the cost of disposition, if any) and (ii) the initial amount of such
Designated Non-Cash Consideration) not to exceed $75,000,000 at the time of receipt, with the fair market value (as determined in good faith by the Issuers) of each item of Designated Non-cash Consideration being measured at the time received and
without giving effect to subsequent changes in value, 
 shall be deemed to be cash for purposes of this provision and for no other purpose. 

(b) Within 15 months after the receipt of any Net Proceeds of any Asset Sale, the applicable Issuer or such Restricted
Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, 
 (1) to permanently reduce: 

(A) Obligations under the Senior Credit Facilities and, if applicable, to correspondingly reduce commitments with respect
thereto, 
 (B) Obligations under Pari Passu Indebtedness that are secured by a Lien, which Lien is permitted by this
Indenture, and, if applicable, to correspondingly reduce commitments with respect thereto, 
 (C) Obligations under the
Notes (provided that such purchases are at or above 100% of the principal amount thereof) or any other Pari Passu Indebtedness of the applicable Issuer or Restricted Subsidiary that is a Guarantor (and to correspondingly reduce commitments
with respect thereto, if applicable); provided that if such Net Proceeds are applied to other Pari Passu Indebtedness (other than the Senior Credit Facilities or 

  
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 other Secured Indebtedness) then the Issuers shall (i) equally and ratably reduce
Obligations under the Notes (x) as provided under Section 3.07 or (y) through open market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or (ii) make an offer (in accordance
with clauses (c), (d) and (e) of this Section 4.10) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of
Notes that would otherwise be redeemed under clause (i) of this clause (C), or 
 (D) Indebtedness of a Non-Guarantor
Subsidiary, other than Indebtedness owed to an Issuer or any of the Restricted Subsidiaries; or 
 (2) to (A) make an
Investment in any one or more businesses; provided that such Investment in any business in the form of the acquisition of Capital Stock results in an Issuer or any of the Restricted Subsidiaries, as the case may be, owning an amount of the
Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) make capital expenditures or (C) acquire, maintain, develop, construct, improve, upgrade or repair businesses, properties and/or assets (other than
current assets or Equity Interests in a Person that is not, or does not as a result of any such acquisition become, a Restricted Subsidiary) that, in the case of each of (A), (B) and (C) are either (x) used or useful in a Similar
Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that, in the case of this clause (2), a binding commitment shall be treated as a permitted application of the Net Proceeds
from the date of such commitment so long as the applicable Issuer or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of
such commitment (an “Acceptable Commitment”); and provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall
constitute Excess Proceeds if not otherwise applied as provided above within 15 months of the receipt of such Net Proceeds; or 

(3) any combination of the foregoing. 

(c) Notwithstanding the foregoing, to the extent that any of or all the Net Proceeds of any Asset Sales by a Foreign Subsidiary
(x) are prohibited or delayed by applicable local law from being repatriated to the United States or (y) would have a material adverse tax consequence (taking into account any foreign tax credit or other net benefit actually realized in
connection with such repatriation that would not otherwise be realized) as determined by the Issuers in good faith, the portion of such Net Proceeds so affected will not be required to be in compliance with this covenant, and such amounts may be
retained by the applicable Foreign Subsidiary; provided that clause (x) above shall apply to such amounts so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Issuers hereby
agreeing to use reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if such
repatriation of any of such affected Net Proceeds is permitted under the applicable local law and is not subject to clause (y) of this paragraph, then such repatriation will be promptly effected and such repatriated Net Proceeds will be applied
(whether or not repatriation actually occurs) in compliance with this Section 4.10. The time periods set forth in this covenant in respect of any such Net Proceeds shall not start until such time as the Net Proceeds may be repatriated (whether
or not such repatriation actually occurs). 

  
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 (d) Any Net Proceeds from an Asset Sale that are not invested or applied as
provided and within the time period set forth in Section 4.10(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $35,000,000, an Issuer or any of the Restricted Subsidiaries
shall make an offer to all Holders of the Notes and, if required by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”) to purchase the maximum aggregate principal amount
of the Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof, plus accrued and unpaid interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted by the terms of such Pari Passu Indebtedness), to the date
fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. 
 (e) An Issuer shall
commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $35,000,000 by mailing (or otherwise delivering in accordance with the applicable procedures of the Depositary) the
notice required pursuant to the terms of this Indenture, with a copy mailed or electronically transmitted to the Trustee. 

(f) To the extent that the aggregate principal amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset
Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate amount (determined as above) of Notes and the
Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuers or the agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be
purchased on a pro rata basis (or as nearly pro rata as practicable) based on the amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered, unless otherwise required by law or the rules of the
principal national securities exchange, if any, on which the Notes or such Pari Passu Indebtedness are listed or by lot or such other similar method in accordance with the applicable procedures of the Depositary; provided that no Notes of
$2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Issuers and the Restricted Subsidiaries, at the option of the Issuers in their sole discretion, may
make an Asset Sale Offer and satisfy the obligations described in this Section 4.10 with respect to any Excess Proceeds prior to the amount of Excess Proceeds exceeding $35,000,000, in which case, upon completion of any such Asset Sale Offer,
the amount of Excess Proceeds shall be reduced by the amounts of such Excess Proceeds. 
 (g) Pending the final application
of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner
not prohibited by this Indenture. 
 (h) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws
or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof. 


  
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 SECTION 4.11. Transactions with Affiliates. 

(a) No Issuer shall, nor shall it permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer
or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate of such Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5,000,000, unless: 

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

 (2) any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in
excess of $50,000,000 is approved by a majority of the Board of Directors of an Issuer; and 
 (3) the Issuers deliver to the
Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $100,000,000, an opinion issued by an Independent Financial Advisor as to the fairness to the
applicable Issuer or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view. 
 (b)
Section 4.11(a) shall not apply to the following: 
 (1) transactions between or among the Issuers and any of the
Restricted Subsidiaries (including transactions between the Issuers or between or among the Restricted Subsidiaries) (or an entity that becomes a Restricted Subsidiary as a result of, or in connection with, such transaction, so long as neither such
entity nor the selling entity was an Affiliate of an Issuer or any Restricted Subsidiary prior to such transaction); 
 (2)
Restricted Payments permitted by Section 4.07 or Permitted Investments; 
 (3) the payment of reasonable fees and
compensation paid to, and indemnities and reimbursements and employment, benefit and severance arrangements and agreements provided on behalf of, or entered into with, former, current or future officers, directors, employees or consultants of an
Issuer, any direct or indirect parent company of an Issuer, including Parent, or any of the Restricted Subsidiaries; 
 (4)
(A) any agreement or arrangement as in effect as of the Issue Date (or transactions pursuant thereto), (B) any other agreements or arrangements (or transactions pursuant thereto) as in effect on the Distribution Date (including the
Spin-Off Documents) or pursuant to or in connection with the Spin-Off Documents (including the Transactions) or (C) any amendment, modification or supplement to the agreements referenced in clause (A) or (B) above or any replacement
thereof, as long as the terms of such agreement or arrangement, as so amended, modified, supplemented or replaced are not materially more disadvantageous to the Holders when taken as a whole compared to the applicable agreements or arrangements as
in effect on the Issue Date or as described in the Offering Memorandum, as applicable, as determined in good faith by the Issuers; 

  
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 (5) the Transactions and the payment of all fees and expenses related to the
Transactions; 
 (6) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, or
transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Issuers and the Restricted
Subsidiaries, in the reasonable determination of the Board of Directors of an Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 

(7) the issuance or transfer of Equity Interests (other than Disqualified Stock) of an Issuer and the granting of registration
and other customary rights in connection therewith; 
 (8) [reserved]; 

(9) payments or loans (or cancellation of loans) to employees, directors or consultants of the Issuer, any direct or indirect
parent company of an Issuer, including Parent, or any of the Restricted Subsidiaries and employment agreements, benefit plans, equity plans, stock option and stock ownership plans and other similar arrangements with such employees, directors or
consultants which, in each case, are approved by the Issuers in good faith; 
 (10) transactions with joint ventures for the
purchase or sale of goods, equipment and services entered into in the ordinary course of business; 
 (11) transactions in
which an Issuer or any Restricted Subsidiary, as the case may be, has delivered to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to such Issuer or such Restricted Subsidiary from a financial point
of view or meets the requirements of clause (1) of Section 4.11(a); 
 (12) the issuances of securities or other
payments, loans (or cancellation of loans), awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, benefit plans, equity plans, stock option and stock ownership plans or similar employee benefit
plans approved by the Board of Directors of an Issuer in good faith; 
 (13) any transaction with a Person (other than an
Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because an Issuer or any of the Restricted Subsidiaries owns an Equity Interest in or otherwise controls such Person; 

(14) any transaction in which the only consideration paid by an Issuer or any of the Restricted Subsidiaries is in the form of
Equity Interests (other than Disqualified Stock) of an Issuer to Affiliates of the Issuers or any contribution to the capital of an Issuer or any Restricted Subsidiary (other than in consideration of Disqualified Stock); 

(15) the provision to any direct or indirect parent company of an Issuer, including Parent, or to Unrestricted Subsidiaries of
cash management, accounting, business and strategic management, legal, human resources, centralized purchasing, leasing and other overhead services (including any necessary or incidental use of equipment, goods or services involving intellectual
property that are related to the foregoing) in the ordinary course of business undertaken in good faith and not for the purpose of circumventing any covenant set forth in this Indenture; 

(16) intellectual property licenses in the ordinary course of business; 

  
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 (17) transactions between the Issuers or any of the Restricted Subsidiaries and
any Person that would constitute an Affiliate Transaction solely because a director of which is also a director of an Issuer or any direct or indirect parent company of an Issuer, including Parent; provided, however, that such director
abstains from voting as a director of such Issuer or such direct or indirect parent company of an Issuer, as the case may be, on any matter involving such other Person; 

(18) payments by an Issuer or any of the Restricted Subsidiaries to any of such persons pursuant to tax sharing agreements
among such persons, to the extent permitted by clause (12) of the definition of “Permitted Payments”; 
 (19)
intercompany transactions undertaken in good faith for the purpose of improving the consolidated tax efficiency of Parent, the Issuers and the Restricted Subsidiaries and not for the purpose of circumventing any covenant set forth herein; 

(20) (A) the guarantee by an Issuer or any Restricted Subsidiary of the Indebtedness of any direct or indirect parent
company of an Issuer that becomes such a parent company of an Issuer in a Change of Control transaction consummated in accordance with this Indenture, or of any Indebtedness of Subsidiaries of such parent company; provided that such guarantee
was permitted by the terms of this Indenture to be incurred and (B) the granting by an Issuer or any of the Restricted Subsidiaries of any Liens to secure such Indebtedness or such guarantee; provided that such Liens are permitted to be
incurred under this Indenture; 
 (21) the Xerox Guarantee Obligations; and 

(22) prior to the Spin-Off, (A) any cash management transactions, zero balance arrangements or related transactions
between or among Parent, the Issuers or any of the Restricted Subsidiaries, on the one hand, and Xerox or any of its other Subsidiaries, on the other hand, (B) any cancellation of Indebtedness, intercompany accounts, balances, credits or debits
between or among Parent, the Issuers or any of the Restricted Subsidiaries, on the one hand, and Xerox or any of its other Subsidiaries, on the other hand, and (C) any other transactions between or among Parent, the Issuers or any of the
Restricted Subsidiaries, on the one hand, and Xerox or any of its other Subsidiaries, on the other hand, in each case under this clause (C) in the ordinary course of business. 

SECTION 4.12. Liens. The Issuers shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur,
assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of such Issuer or such Restricted Subsidiary whether now owned or hereafter acquired,
unless: 
 (1) in the case of Liens securing Subordinated Indebtedness, the Notes are (or in the case of a Lien on any asset
or property of such Guarantor, its Guarantee is) secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or 

(2) in the case of Liens securing any other Indebtedness, the Notes are (or in the case of a Lien on any asset or property of
such Guarantor, its Guarantee is) secured by an equal and ratable (or prior ranking) Lien on such property, assets or proceeds. 
 Any Lien
created for the benefit of the Holders of the Notes pursuant to this Section 4.12 shall be deemed automatically and unconditionally released and discharged upon the release and discharge of the applicable Lien described in clauses (1) and
(2) of this Section 4.12. 

  
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 For purposes of determining compliance with this Section 4.12, a Lien securing an item of
Indebtedness need not be permitted solely by reference to the second preceding paragraph of this Section 4.12 or to one category (or portion thereof) of the Permitted Liens described in clauses (1) through (38) of the definition of
“Permitted Liens” but may be permitted in part under any combination thereof. 
 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 and the payment of interest in the form of additional Indebtedness with the same
terms. 
 SECTION 4.13. Offer to Repurchase Upon Change of Control. 

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

(1) that a Change of Control Offer is being made pursuant to this Section 4.13 and that, subject to
Section 4.13(a)(7), all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; 

(2) the purchase price and the purchase date, which will, subject to Section 4.13(a)(7), be no earlier than 30 days nor
later than 60 days from the date such notice is mailed (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 Issuers
default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; 

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

  
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 (6) that if the Holders tender less than all of the Notes, the Holders of the
remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in
excess thereof; 
 (7) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of
Control Offer is conditional on the occurrence of such Change of Control, and if applicable, shall state that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as the Change of Control shall occur,
or that such redemption may not occur and such notice may be rescinded in the event that the Issuers shall determine that such condition will not be satisfied by the Change of Control Payment Date or by the Change of Control Payment Date as so
delayed; and 
 (8) the other instructions, as determined by the Issuers, consistent with this Section 4.13, that a
Holder must follow. 
 The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the
provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue thereof. 

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

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

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or
portions thereof so tendered. 
 (c) The Issuers shall not be required to make a Change of Control Offer following a Change
of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.13 and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of
Control at the time of the making of the Change of Control Offer. 
 (d) Notes repurchased by the Issuers pursuant to a
Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuers. Notes purchased by a third party pursuant to this Section 4.13(d) will have the status of Notes
issued and outstanding unless transferred to an Issuer. 

  
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 SECTION 4.14. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. No
Issuer shall permit any Subsidiary that is a Restricted Subsidiary (other than a Guarantor) to guarantee the payment of any Indebtedness for borrowed money of an Issuer or any other Restricted Subsidiary that is a Guarantor unless (x) the
aggregate amount of all such Indebtedness guaranteed by Restricted Subsidiaries that are not Guarantors does not exceed $15,000,000 or (y): 

(1) the aggregate amount of all such Indebtedness guaranteed by Restricted Subsidiaries that are not Guarantors exceeds
$15,000,000; 
 (2) within 20 days after the date that such Indebtedness is guaranteed, such Restricted Subsidiary executes
and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of an Issuer or any such
Guarantor: 
 (A) if the Notes or such Guarantor’s Guarantee is subordinated in right of payment to such Indebtedness,
the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes or such Guarantor’s Guarantee is subordinated to
such Indebtedness; and 
 (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or
such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee of the Notes substantially to the same
extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee; and 
 (3) the Issuers shall
within such 20 days deliver to the Trustee an Opinion of Counsel stating that (A) such Guarantee has been duly executed and authorized and (B) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted
Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

 provided that this Section 4.14 shall not be applicable 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; provided, further, that neither any CFC nor any Foreign Holding Company shall in any event be
a Guarantor. The Issuers may elect, in their sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 20 day periods
described in this Section 4.14. 
 SECTION 4.15. Suspension of Certain Covenants. 

(a) If at any date following the Distribution Date, (1) the Notes have Investment Grade Ratings from both Rating Agencies
and (2) no Default has occurred and is continuing under this Indenture a “Covenant Suspension Event” shall be deemed to have occurred. Beginning on the day of a Covenant Suspension Event and ending on a Reversion Date (such
period a “Suspension Period”) with respect to the Notes, the Issuers and the Restricted Subsidiaries shall not be subject to Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11,
Section 4.14, Section 4.16, Section 4.17 and clause (4) of Section 5.01(a) (collectively, the “Suspended Covenants”). 

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

  
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 (c) During any Suspension Period, the Guarantee of each Guarantor will be
suspended, and such Guarantee will be reinstated on each Reversion Date. On each Reversion Date, all Indebtedness, Disqualified Stock or Preferred Stock incurred during the Suspension Period will be classified as having been incurred pursuant to
Section 4.09(a) or one of the clauses set forth in Section 4.09(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred thereunder as of the Reversion Date and after giving effect to
Indebtedness or Disqualified Stock or Preferred Stock incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be incurred
pursuant to Section 4.09(a) or 4.09(b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3). 

(d) Calculations made after the Reversion Date of the amount available to be made as Restricted Payments in Section 4.07
will be made as though Section 4.07 had been in effect during the entire period of time after the Issue Date (including the Suspension Period) and all Restricted Payments made during the Suspension Period not otherwise permitted pursuant to
Section 4.07(b) will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(3); provided that, during the Suspension Period the Issuers shall not designate any of the Restricted Subsidiaries to be
Unrestricted Subsidiaries. In addition, for purposes of Section 4.11, all agreements, arrangements and transactions entered into by an Issuer or any Restricted Subsidiaries with an Affiliate of an Issuer during the applicable Suspension Period
prior to such Reversion Date will be deemed to have been entered into on or prior to the Issue Date, and for purposes of Section 4.08, all contracts entered into during the applicable Suspension Period prior to such Reversion Date that contain
any of the restrictions contemplated by such covenant will be deemed to have been existing on the Issue Date. For purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero. 

(e) The Issuers shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any Covenant Suspension
Event and reinstatement of Suspended Covenants on a Reversion Date under this Section 4.15. 
 (f) Notwithstanding the
reinstatement of the Suspended Covenants on a Reversion Date, no Default or Event of Default or breach of any kind under this Indenture, the Notes or the Guarantees shall be deemed to have occurred on such Reversion Date as a result of any actions
taken by the Issuers or the Restricted Subsidiaries during the Suspension Period (or upon the termination of the Suspension Period or thereafter based solely on events that occurred during the Suspension Period) to the extent such actions were
permitted under this Indenture during the Suspension Period, and none of the Issuers or the Restricted Subsidiaries shall bear any liability for any actions taken or events occurring during the applicable Suspension Period to the extent such actions
were permitted under this Indenture during the Suspension Period, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. On and after each Reversion Date,
each Issuer and its Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during any Suspension Period so long as such contract and such consummation would have been permitted during such Suspension
Period. 

  
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 SECTION 4.16. Limitation on Sale and Lease-Back Transactions. No Issuer shall, nor shall
it permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any Sale and Lease-Back Transaction; provided, that an Issuer or any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction if: 

(1) the applicable Issuer or such Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount
equal to the Attributable Debt relating to such Sale and Lease-Back Transaction under Section 4.09 and (b) incurred a Lien to secure such Indebtedness without equally and ratably securing the Notes pursuant to Section 4.12; and 

(2) the transfer of assets in such Sale and Lease-Back Transaction is permitted by, and the applicable Issuer or such
Restricted Subsidiary applies the proceeds of such transaction in compliance with, Section 4.10. 
 SECTION 4.17. Limitations on
Business Activities. No Issuer shall, nor shall it permit any Restricted Subsidiary to, engage in any business other than Similar Businesses, except as would not be material to the Issuers and the Restricted Subsidiaries, taken as a whole. 

ARTICLE V 
 Successors 

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

(a) No Issuer shall consolidate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its properties or assets in one or more related transactions (for the avoidance of doubt, other than the Transactions), to any Person unless: 

(1) such Issuer is the surviving Person or the Person formed by or surviving any such consolidation, merger or wind up (if
other than such Issuer) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership (including a limited partnership), trust or limited liability company organized
or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided
that, if such Successor Company is not a corporation and there is no other Issuer that at such time is a corporation, another Person that is a corporation organized or existing under such laws becomes a co-obligor of the Notes; 

(2) the Successor Company, if other than an Issuer, expressly assumes all the obligations of such Issuer under this Indenture
and the Notes pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee; 

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

(4) immediately after giving pro forma effect to such transaction and any related financing transactions: 

(A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated
Net Leverage Ratio test set forth in Section 4.09(a); or 

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

(5) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; 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 clauses (3) and (4) above. 
 The Successor Company shall succeed to, and be substituted for, the applicable
Issuer under this Indenture and the Notes and the applicable Issuer shall automatically be released and discharged from its obligations under this Indenture and the Notes except in the case of a lease. Notwithstanding the foregoing clauses (3),
(4) and (5), which do not apply to transactions referred to in this sentence: 
 (A) any Restricted Subsidiary may
consolidate with, merge into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to any Issuer or any Restricted Subsidiary, and

 (B) an Issuer may merge with an Affiliate of such Issuer solely for the purpose or effect of reorganizing such Issuer in a
state or commonwealth of the United States, the District of Columbia or any territory thereof. 
 (b) No Guarantor (other
than Parent) shall, and the Issuers shall not permit any such Guarantor (other than Parent) to, consolidate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions (for the avoidance of doubt, excluding the Transactions), to any Person unless: 

(1) (A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, merger or wind
up (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the
case may be, or the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”);

 (B) the Successor Guarantor, if other than such Guarantor or another Guarantor, expressly assumes all the obligations of
such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; and 

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

(2) the consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition complies with
Section 4.10. 
 In the case of clause (1) above, the Successor Guarantor will succeed to, and be substituted for, such Guarantor
under this Indenture and such Guarantor’s Guarantee and, except in the case of a lease, such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding
the foregoing, (A) any Guarantor may merge into or 

  
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transfer all or substantially all of its properties or assets to another Guarantor (other than Parent) or any Issuer and (B) subject to compliance with clauses (1)(A) and
(1)(B) above, any Guarantor may merge with an Affiliate of the Guarantor solely for the purpose or effect of reorganizing the Guarantor in a state or commonwealth of the United States, the District of Columbia or any territory thereof. For the
avoidance of doubt, this Article V shall not apply to Parent. 
 ARTICLE VI 

Defaults and Remedies 

SECTION 6.01. Events of Default. 

(a) An “Event of Default” wherever used herein means any one of the following events with respect to the
Notes: 
 (1) default in payment when due and payable, upon redemption, maturity, acceleration or otherwise, of principal of
the Notes; 
 (2) default for 30 days or more in the payment when due of interest on or with respect to the Notes; 

(3) failure by an Issuer or any Restricted Subsidiary for 60 days after receipt of written notice given by the Trustee or the
Holders of not less than 25% in principal amount of the Notes then outstanding to comply with any of its other obligations, covenants or agreements (other than a default referred to in clause (1) or (2) of this Section 6.01(a))
contained in this Indenture or the Notes; 
 (4) default under any mortgage, indenture or instrument under which there is
issued or by which there is secured or evidenced any Indebtedness for money borrowed by an Issuer or any of the Restricted Subsidiaries or the payment of which is guaranteed by an Issuer or any of the Restricted Subsidiaries, other than Indebtedness
owed to an Issuer or any of the Restricted Subsidiaries, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: 

(A) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after
giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such
Indebtedness to become due prior to its stated maturity; and 
 (B) the principal amount of such Indebtedness, together with
the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50,000,000 or
more; 
 (5) failure by an Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of $50,000,000
(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 not covered by an indemnity or 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) an Issuer, Parent (if it is then a Guarantor) or any Significant Subsidiary
pursuant to or within the meaning of any Bankruptcy Law: 
 (i) commences proceedings to be adjudicated bankrupt or
insolvent; 
 (ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law; 
 (iii) consents to the
appointment of a receiver, liquidator, assignee, trustee or other similar official of it or for all or substantially all of its property; 

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

(v) makes an admission in writing of its inability generally to pay its debts as they become due; 

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

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

(iii) orders the liquidation of an Issuer, Parent (if it is then a Guarantor) or any Significant Subsidiary; and the order or
decree remains unstayed and in effect for 60 consecutive days; or 
 (8) the Guarantee of Parent (if it is then a Guarantor)
or of any Significant Subsidiary shall for any reason cease to be in full force and effect (in each case, except as otherwise not prohibited by this Indenture) or be declared null and void or any responsible officer of any such Guarantor denies that
it has any further liability under its Guarantee or gives notice to such effect, in each case other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture. 

(b) The Trustee may withhold from the Holders notice of any continuing Default or Event of Default, except a Default or Event
of Default relating to the payment of principal or interest, if it determines that withholding notice is in their interest. 

(c) Notwithstanding anything to the contrary set forth in this Indenture, no provision of this Indenture shall prevent the
completion of any of the Transactions, nor shall the Transactions give rise to any Default or impair or reduce the availability or constitute the utilization of any basket or other exceptions (other than any such baskets or other exceptions that
expressly refer to the Transactions or the Spin-Off) in the covenants in this Indenture or the Notes. Notwithstanding anything to the contrary set forth in this Indenture, no provision of this Indenture shall restrict the transactions described in
clauses (A) and (B) of Section 4.11(b)(22), in each case entered into in the ordinary course of business. 

  
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 SECTION 6.02. Acceleration. 

(a) If any Event of Default (other than of a type specified in clause (6) or (7) of Section 6.01(a)) occurs and
is continuing under this Indenture, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes to be
due and payable immediately. Upon the effectiveness of such declaration, such principal and any accrued and unpaid interest on all the then outstanding Notes will be due and payable immediately. The Trustee shall have no obligation to accelerate the
Notes if in the reasonable judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes. 

(b) Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of
Section 6.01(a), the principal of, and premium and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or notice. 

SECTION 6.03. Other Remedies. Subject to the duties of the Trustee as provided for in Article VII, if an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law. 
 SECTION 6.04. Waiver of Defaults. 

(a) The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture, except a continuing Default or Event of Default in the payment of interest on or the principal of any Note held by a
non-consenting Holder, and rescind any acceleration and its consequences with respect to the Notes (except if such recession would conflict with any judgment of a court of competent jurisdiction). 

(b) In the event of any Event of Default specified in clause (4) of Section 6.01(a), such Event of Default and all
consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after
such Event of Default arose: 
 (1) the Indebtedness or guarantee that is the basis for such Event of Default has been
discharged; 
 (2) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be)
giving rise to such Event of Default; or 

  
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 (3) the default that is the basis for such Event of Default has been cured. 

SECTION 6.05. Control by Majority. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct in
writing the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or
this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. 
 SECTION 6.06. Limitation on Suits. Subject to the provisions of this
Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of
any of the Holders of the Notes unless the Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal or interest when
due, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless: 
 (1) such Holder has
previously given the Trustee written notice that an Event of Default is continuing with respect to the Notes; 
 (2) Holders
of at least 25% in principal amount of the total outstanding Notes have requested the Trustee in writing to pursue the remedy; 

(3) Holders of the Notes have offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability
or expense; 
 (4) the Trustee has not complied with such written request within 60 days after the receipt thereof and the
offer of security or indemnity against any loss, liability or expense; and 
 (5) Holders of a majority in aggregate
principal amount at maturity of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. 

SECTION 6.07. Rights of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the legal right of
any Holder of a Note to receive payment of principal, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring
suit for the enforcement of any such payment on or after such respective dates, shall not be impaired without the consent of such Holder. 

SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a)(1) or (2) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of and interest remaining unpaid on the Notes and interest on overdue principal and,
to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation of the Trustee and the reasonable and documented out-of-pocket expenses, disbursements
and advances of the Trustee, its agents and counsel, in each case as set forth in Section 7.07. 

  
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 SECTION 6.09. Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case,
subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions under this Indenture and thereafter all rights and remedies of the Trustee and the
Holders shall continue as though no such proceeding has been instituted. 
 SECTION 6.10. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given under this Indenture or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy under this Indenture, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 

SECTION 6.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

SECTION 6.12. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relative to any Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such
matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation and the reasonable and documented out-of-pocket expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding. 
 SECTION 6.13. Priorities. If the Trustee or any Agent collects any money pursuant to
this Article VI, it shall pay out the money in the following order: 
 (i) to the Trustee, the Agents, their agents and
attorneys for amounts due under Section 7.07, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or any Agent and the costs and expenses of collection; 

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

(iii) to the Issuers or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.13. 

SECTION 6.14. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a
suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 

ARTICLE VII  
 Trustee

 SECTION 7.01. Duties of Trustee. 

(a) If an Event of Default has occurred (and has not been cured), the Trustee shall, in the exercise of its power, use the same
degree of care and skill as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

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

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need
perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions that by any provision are
specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculation or other facts stated therein). 
 (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful misconduct, except that: 
 (i) this clause
(c) does not limit the effect of clause (b) of this Section 7.01; 

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

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05. 
 (d) Whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.01. 

(e) Subject to this Article VII, whether or not an Event of Default has occurred and is continuing, the Trustee shall be under
no obligation to exercise any of the rights or powers under this Indenture at the written request or written direction of any Holder or Holders of the Notes unless such Holder or Holders have offered to the Trustee indemnity or security satisfactory
to the Trustee against any loss, liability or expense. 
 (f) The Trustee shall not be liable for interest on any money
received by it. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
 SECTION
7.02. Rights of Trustee. 
 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and
to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and
shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 
 (b) Before the
Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificates or
Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or
omitted by it under this Indenture in good faith and in accordance with the advice or opinion of such counsel. 
 (c) The
Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. 

(d) The permissive right of the Trustee to take actions permitted by this Indenture shall not be construed as an obligation or
duty to do so. 
 (e) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes
to be authorized or within the rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or gross negligence. 

(f) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall
be sufficient if signed by an Officer. 

  
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 (g) None of the provisions of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties under this Indenture, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. 
 (h) The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event that is in fact such a Default is received by the Trustee at
the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 
 (i) In no event shall
the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of
such loss or damage and regardless of the form of action. 
 (j) The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities under this Indenture, and each agent, custodian and other Person employed to act
under this Indenture. 
 (k) The Trustee shall not be required to give any bond or surety in respect of the performance of
its powers and duties under this Indenture. 
 (l) The Trustee may request that the Issuers deliver a certificate setting
forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. 

(m) Notwithstanding anything to the contrary contained in this Indenture (as amended or supplemented), the Issuers, the Trustee
and any Paying Agent may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed from principal or interest payments hereunder. The Issuers, the Trustee and any Paying Agent shall reasonably cooperate
with each other and shall provide each other with copies of documents or information reasonably necessary for each of the Issuers, the Trustee and any such Paying Agent to comply with any withholding tax or tax information reporting obligations
imposed on any of them, including any obligations imposed pursuant to an agreement with a governmental authority. 
 (n) The
Trustee shall have the right to rely upon and comply with instructions and directions sent by e-mail, facsimile and other similar unsecured electronic methods by persons believed in good faith by the Trustee to be authorized to give instructions and
directions on behalf of the Person or Persons authorized to give such notice or other communication hereunder. If the Trustee believes in good faith that a Person is authorized to give such instructions and directions hereunder, the Trustee shall
have no further duty or obligation to verify or confirm that the Person who sent such instructions or directions is, in fact, a Person authorized to give instructions or directions on behalf of the Person or Persons notice or other communication;
and the Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by such Person sending such notice or other communication as a result of such reliance upon or compliance with such instructions or
directions, provided, however, that such losses have not arisen from gross negligence or willful misconduct of the Trustee. The Person sending such notice or other communication agrees to assume all risks arising out of the use of such electronic
methods to submit instructions and directions to the Trustee, including the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. 

  
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 SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.09 and 7.10. 

SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be
responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the
sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 
 SECTION 7.05. Notice of Defaults. If
a Default occurs and is continuing and is actually known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal,
premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if it determines that withholding notice is in the interest of the Holders of the Notes. The Trustee shall not be deemed to know of
any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event that is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the
Notes and this Indenture. 
 SECTION 7.06. [Reserved]. 

SECTION 7.07. Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation for its acceptance
of this Indenture and services under this Indenture as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall
reimburse the Trustee promptly upon request for all reasonable and documented out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable and
documented out-of-pocket compensation, disbursements and expenses of the Trustee’s agents and counsel. 
 The Issuers and the
Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including reasonable and documented out-of-pocket attorneys’ fees and expenses)
incurred by it (as evidenced in an invoice from the Trustee) in connection with the acceptance or administration of this trust and the performance of its duties under this Indenture (including the costs and expenses of enforcing this Indenture
against the Issuers or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuers or any Guarantor, or liability in connection with the acceptance, exercise or
performance of any of its powers or duties under this Indenture). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of its
obligations under this Indenture. The Issuers shall defend the claim and the Trustee shall provide reasonable cooperation at the Issuers’ expense in the defense. The Trustee may have separate counsel and the Issuers shall pay the fees and
expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if it assumes the 

  
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Trustee’s defense and, in the Trustee’s reasonable judgment, there is no conflict of interest between the Issuers and the Trustee in connection with such defense. Any settlement which
affects the Trustee may not be entered into without the consent of the Trustee, unless the Trustee is given a full and unconditional release from liability with respect to the claims covered thereby and such settlement does not include a statement
or admission of fault, culpability or failure to act by or on behalf of the Trustee. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful
misconduct or negligence or any settlement made without its consent, which consent shall not be unreasonably withheld. 
 The obligations of
the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. 

To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the
Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) occurs, the
expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

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

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

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

(d) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Issuers shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Issuers. 
 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee (at the Issuers’ expense), the Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

  
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 If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee under this Indenture have been paid and subject to the Lien provided for in
Section 7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 

SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. 

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that
time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor under this Indenture 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. There shall at all times be a Trustee under this Indenture that is a corporation organized
and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that
has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. 
 ARTICLE
VIII 
 Legal Defeasance and Covenant Defeasance 

SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuers may, at their option and at any time, elect to have
either Section 8.02 or 8.03 applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII. 

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


  
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the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged under this
Indenture: 
 (a) the rights of Holders of the Notes to receive payments in respect of the principal of, premium, if any, and
interest on the Notes when such payments are due solely out of the trust created pursuant to Section 8.05; 
 (b) the
Issuers’ obligations pursuant to Sections 2.03, 2.04, 2.07, 2.08, 2.10 and 4.02; 
 (c) the rights, powers, trusts,
duties and immunities of the Trustee, and the Issuers’ respective obligations in connection therewith; and 
 (d) the
provisions of this Section 8.02. 
 Subject to compliance with this Article VIII, the Issuers may exercise their option under this
Section 8.02 notwithstanding the prior exercise of their option under Section 8.03. 
 SECTION 8.03. Covenant Defeasance.
Upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04, be released from their
obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16 and 4.17 and clauses (4) and (5) of Section 5.01(a) and Section 5.01(b) with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04 are satisfied (“Covenant Defeasance”), and such Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver,
consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes under this Indenture (it being understood that such
Notes may not be outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to such outstanding Notes, the Issuers or any Guarantor, as applicable, may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. In
addition, upon the Issuers’ exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5),
6.01(a)(6) (solely with respect to Significant Subsidiaries), 6.01(a)(7) (solely with respect to Significant Subsidiaries) and 6.01(a)(8) shall not constitute Events of Default. 

SECTION 8.04. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either
Section 8.02 or 8.03 to the outstanding Notes: 
 In order to exercise either Legal Defeasance or Covenant Defeasance with respect to
the Notes: 
 (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the
Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal amount of, premium, if any,
and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, and the Issuers must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; 

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

(a) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

 (b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, 

in either case to the effect that, and based thereon, such Opinion of Counsel shall confirm that, subject to customary assumptions and
exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
 (3) in the case of
Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not
occurred; 
 (4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any
similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit with respect to the Notes; 

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

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

(7) the Issuers 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 stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. 

SECTION 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to the provisions
of Section 8.06, all money and Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 shall be held in trust and applied by the Trustee in accordance with the provisions of the Notes and
this Indenture, to the payment, either directly or through any Paying Agent (including an Issuer or a Guarantor acting as Paying Agent), as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and
interest for whose payment such money has been deposited with the Trustee. 

  
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 The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against Government Securities deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes. 
 SECTION 8.06. Repayment to Issuers. Anything in this Article VIII or Article XI to the contrary
notwithstanding, each of the Trustee and each Paying Agent shall promptly deliver or pay to the Issuers upon request any money or Government Securities held by it in accordance with this Article VIII or Article XI which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1)), are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance, Covenant Defeasance or discharge in accordance with Article XI. 
 Any
money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if
any, or interest has become due and payable shall be paid to the Issuers on their written request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment
thereof, and all liability of the Trustee or any Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease. 

SECTION 8.07. Reinstatement. If the Trustee or the Paying Agent is unable to apply any United States dollars or Government Securities
in accordance with Section 8.02 or 8.03, 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 Issuers’ obligations under
this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 8.02 or 8.03, as the case may be; provided that, if the Issuers make any payment of principal of, premium or interest on any Note following the reinstatement of their obligations, the Issuers shall be subrogated to the rights of
the Holders of such Notes to receive such payment from the money held by the Trustee or the Paying Agent. 
 ARTICLE IX 

Amendment, Supplement and Waiver 

SECTION 9.01. Without Consent of Holders of Notes. Notwithstanding Section 9.02, the Issuers, any Guarantor (with respect to a
Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes without the consent of any Holder: 

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

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

(3) to comply with Section 5.01; 

(4) to provide for the assumption of an Issuer’s or any Guarantor’s obligations to the Holders; 

  
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 (5) to make any change that would provide any additional rights or benefits to
the Holders or that in the good faith judgment of the Issuers does not materially adversely affect the legal rights under this Indenture of any such Holder; 

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or any
Guarantor; 
 (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture
under the Trust Indenture Act or to comply with the rules of any applicable securities depository; 
 (8) to evidence and
provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof; 

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

(10) to make such provisions as necessary for the issuance of Additional Notes otherwise permitted to be issued under this
Indenture; 
 (11) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the
“Description of Notes” section of the Offering Memorandum; or 
 (12) to make any amendment to the provisions of
this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so
amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment in the good faith judgment of the Issuers does not materially and adversely affect the rights of
Holders to transfer Notes. 
 SECTION 9.02. With Consent of Holders of Notes. Except as provided in Section 9.01 or below in
this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including
consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (other than a continuing Default in the payment of interest on,
premium, if any, or the principal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes issued under this Indenture may be waived with the
consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Sections 2.08 and 2.09 shall determine
which Notes are considered to be “outstanding” for the purposes of this Section 9.02. 
 The consent of the Holders of Notes
under this Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. 

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall deliver electronically or mail to
the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such
amendment, supplement or waiver. 

  
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 Without the consent of each affected Holder of Notes, an amendment or waiver may not, with
respect to Notes held by a non-consenting Holder: 
 (1) reduce the principal amount of Notes whose Holders must consent to
an amendment, supplement or waiver; 
 (2) reduce the principal amount of or change the fixed final maturity of any Note or
reduce the premium payable upon redemption or change the time at which such Note may be redeemed (excluding any amendment or waiver of any minimum notice period for redemption which may be amended with the consent of the Holders of at least a
majority of the Notes then outstanding) as described in Section 3.07; 
 (3) reduce the rate of or change the time for
payment of interest on any Note; 
 (4) waive a Default or Event of Default in the payment of principal of or interest on the
Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of Notes and a waiver of the payment default that resulted from such acceleration; 

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

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights
of Holders to receive payments of principal of or interest on the Notes; 
 (7) make any change in these amendment and waiver
provisions as it relates to the Notes; 
 (8) impair the right of any Holder to receive payment of principal of, or interest
on, such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; 

(9) make any change to or modify the ranking as to contractual right of payment of the Notes that would adversely affect the
Holders; 
 (10) except as expressly permitted by this Indenture, modify the terms of the Guarantees of any Significant
Subsidiary in any manner adverse to the Holders of the Notes; or 
 (11) change the provisions applicable to the redemption
of the Notes as described in Section 3.09 in any manner adverse to the Holders of the Notes. 
 SECTION 9.03. Revocation and Effect
of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of
revocation before the earlier of the date the waiver, supplement or amendment becomes effective and the date on which the Trustee receives an Officer’s Certificate from the Issuers certifying that the requisite principal amount of Notes have
consented. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

  
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 The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining
the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such
Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. 

SECTION 9.04. Notation on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Holder of the
Note to deliver it to the Trustee so an appropriate notation may be reflected therein. The Trustee may also place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. Alternatively, the Issuers in
exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 

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

 SECTION 9.05. Trustee to Sign Amendments, etc. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to
this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In executing any amendment, supplement or waiver, the
Trustee (subject to Section 7.01) may request and shall be fully protected in conclusively relying upon, in addition to the documents required by Section 12.03, an Officer’s Certificate and an Opinion of Counsel stating that the
execution of such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable
against them in accordance with its terms, subject to customary exceptions. No Opinion of Counsel will be required by the immediately preceding sentence for the Trustee to execute any amendment or supplement adding a new Guarantor under this
Indenture. 
 SECTION 9.06. Payment for Consent. The Issuers will not, and will not permit any of their Restricted Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 

ARTICLE X 
 Guarantees 

SECTION 10.01. Guarantee. Subject to this Article X, each of the Guarantors hereby, jointly and severally, fully and unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers under
this Indenture or thereunder: (a) the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under this Indenture and the Notes, whether for payment of principal
of, premium or interest on the Notes, expenses, indemnification or otherwise, on the terms set forth in this Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of such


  
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 other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to
pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 
 The Guarantors
hereby agree that their obligations under this Indenture shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any
Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers,
protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 

If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and
effect. 
 Each Guarantor also agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including reasonable
and documented out-of-pocket attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. 

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

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

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

SECTION 10.02. Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount
as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments
made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer
under applicable law. 
 SECTION 10.03. Notation Not Required. Each Guarantor hereby agrees that its Guarantee set forth in
Section 10.01 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 

The delivery of any Note by the Trustee, after the authentication thereof under this Indenture, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Guarantors. 
 SECTION 10.04. Subrogation. Each Guarantor shall be subrogated to all
rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01; provided that, no Guarantor shall be entitled to enforce or receive any payments arising out of,
or based upon, such right of subrogation until all obligations of the Issuers under this Indenture and the Notes shall have been paid in full. 

SECTION 10.05. Benefits Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing
arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. 

SECTION 10.06. Release of Guarantees. A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged,
and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee upon (a) receipt by the Trustee of a notification from the Issuers that such Guarantee be released and
(b) the occurrence of any of the following: 
 (1) for Guarantors other than Parent, any direct or indirect sale,
exchange, disposition or other transfer (including by merger, consolidation or otherwise) of (A) the Capital Stock of such Guarantor, after which such Guarantor is no longer a Restricted Subsidiary or (B) all the assets of such Guarantor
which sale, exchange, disposition or other transfer is made in a manner not in violation of the applicable provisions of this Indenture; 

  
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 (2) for Guarantors other than Parent, (A) after the initial effectiveness of
the Senior Credit Facilities, the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or (B) the release or discharge of the obligation which resulted in the creation of such Guarantee, in each case except a
release or discharge by or as a result of payment under such guarantee; 
 (3) for Guarantors that are Restricted
Subsidiaries, designation of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.07 and the definition of “Unrestricted Subsidiary” in this Indenture; 

(4) the Issuers’ exercise of its legal defeasance option or covenant defeasance option as described under Article VIII or
the Issuers’ obligations under this Indenture being discharged in the manner described in Article XI; 
 (5) the
occurrence of a Covenant Suspension Event as described in Section 4.15; provided that such Guarantee will be reinstated upon the applicable Reversion Date in accordance with Section 4.15(c); or 

(6) for Guarantors other than Parent, the initial effectiveness of the Senior Credit Facilities, if such Guarantor does not
guarantee the Senior Credit Facilities at such time. 
 If any Guarantor (other than Parent) is released from its Guarantee, any of its
Subsidiaries that are Guarantors will also be released from their Guarantees, if any. 
 Upon the written request of the Issuers, the
Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. 

ARTICLE XI 
 Satisfaction and
Discharge 
 SECTION 11.01. Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further
effect as to all of the Notes, when either: 
 (1) all Notes theretofore authenticated and delivered, except mutilated, lost,
stolen or destroyed Notes which have been replaced or paid and the Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or 

(2) (a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the
making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Issuers, and an Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes cash in U.S.
dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee
for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; 
 (b) the
Issuers have paid or caused to be paid all sums payable by them under this Indenture; and 

  
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 (c) the Issuers have delivered irrevocable instructions to the Trustee to apply
the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be. 
 In addition, the Issuers must
deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause
(a) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 shall survive. 
 SECTION
11.02. Application of Trust Money. Subject to the provisions of Section 8.06, all money and Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 11.01 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 an Issuer or any Guarantor acting as the Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 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 Issuers’ and any Guarantor’s obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 until such time as the Trustee or any Paying Agent is permitted to apply all such money or Government Securities in accordance with Section 11.01;
provided that if the Issuers have made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of their obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 
 ARTICLE XII 

Miscellaneous 
 SECTION
12.01. Notices. Any notice or communication by an Issuer, any Guarantor, the Trustee or any Paying Agent to the others is duly given if in writing and delivered in person, electronically transmitted (only in the case of notices or
communications to the Trustee) or mailed by first-class mail (registered or certified, return receipt requested) or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to an Issuer and/or any Guarantor: 

Conduent Incorporated 

233 Mount Airy Road, Suite 100 

Basking Ridge, New Jersey 07920 

Attention: Treasurer 

  
 -105- 








 If to the Trustee: 

U.S. Bank National Association 

225 Asylum Street, 23rd Floor | Hartford, CT 06103 

Attention: Philip G. Kane Jr. 

An Issuer, any Guarantor, the Trustee or any Paying Agent, by notice to the others, may designate additional or different addresses for
subsequent notices or communications. 
 All notices and communications (other than those sent to Holders) shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail (or in the case of Notes in global form, on the date the notice is sent pursuant to
the applicable procedures of the Depositary); the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; and on the first date of which publication is made, if given by publication;
and when sent, if sent electronically; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof. 

Any notice or communication to a Holder shall be mailed by first-class mail (certified or registered, return receipt requested) or by
overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar or otherwise in accordance with the procedures of the Depositary. Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. 
 If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee receives it. 
 If an Issuer mails a notice or communication to
Holders, it shall mail a copy to the Trustee and each Agent at the same time. 
 SECTION 12.02. Communication by Holders of Notes with
Other Holders of Notes. Holders may communicate with other Holders with respect to their rights under this Indenture or the Notes. 

SECTION 12.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuers or any of the
Guarantors to the Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee (except as set forth in Section 9.05): 

(1) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the
statements set forth in Section 12.04) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 12.04) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 

In giving any Opinion of Counsel under this Indenture, counsel may rely as to factual matters on an Officer’s Certificate or certificates
of public officials. 

  
 -106- 








 SECTION 12.04. Statements Required in Certificate or Opinion. Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04) shall include: 

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

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of such Person, he or she has
made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (which examination or investigation, in the case of an Opinion of Counsel, may
be limited to reliance on an Officer’s Certificate as to matters of fact or certificates of public officials); and 

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

SECTION 12.05. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The
Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
 SECTION 12.06. No Personal
Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator, member or stockholder of an Issuer or any Guarantor, in their capacity as such, shall have any liability for any obligations of the
Issuers or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes. 
 SECTION 12.07. Governing Law. THIS INDENTURE, THE
NOTES AND ANY GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 12.08.
Waiver of Jury Trial. EACH OF THE ISSUERS, THE GUARANTORS, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 SECTION 12.09. Force Majeure. In no event shall the
Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

  
 -107- 








 SECTION 12.10. Benefits of Indenture. Nothing in this Indenture or the Notes shall give to
any Person, other than the parties hereto, any Paying Agent, any Registrar and its successors hereunder and the Holders any benefit or any legal or equitable right, remedy or claim under this Indenture. 

SECTION 12.11. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Issuers or any of the Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 

SECTION 12.12. Successors. All agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of
the Trustee or any Agent in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06. 

SECTION 12.13. 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 12.14.
Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages
by facsimile or .pdf transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes. 

SECTION 12.15. Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections
of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

SECTION 12.16. U.S.A. Patriot Act. The parties hereto acknowledge that in order to help the United States government fight the funding
of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act), all financial institutions are required to obtain, verify, record and update
information that identifies each person establishing a relationship or opening an account. The parties to this agreement agree that it will provide to the Trustee such information as they may request, from time to time, in order for the Trustee to
satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening
the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided. 

[Signatures on following page] 

  
 -108- 








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

			
	CONDUENT FINANCE, INC.
		
	 By:
	 	/s/ John F. Rivera
		 	Name: John F. Rivera
		 	 Title: Treasurer




  
 [Signature Page to
Indenture] 








 
			
	XEROX BUSINESS SERVICES, LLC
		
	By:	 	/s/ Brian J. Webb-Walsh
		 	Name: Brian J. Webb-Walsh
		 	Title: Chief Financial Officer



  
 [Signature Page to
Indenture] 








 
			
	 CONDUENT INCORPORATED

as Guarantor

		
	By:	 	/s/ Brian J. Webb-Walsh
		 	 Name: Brian J. Webb-Walsh

		 	 Title: Vice President and Chief Financial Officer




  
 [Signature Page to
Indenture] 








 
			
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/s/ Philip G. Kane, Jr.
		 	Name: Philip G. Kane, Jr.
		 	Title: Vice President



  
 [Signature Page to
Indenture] 








 
			
	 ACS HEALTH ADMINISTRATION, INC.

XEROX CARD SERVICES, LLC

as Guarantors

		
	 By:
	 	/s/ Brian J. Webb-Walsh
		 	Name: Brian J. Webb-Walsh
		 	Title: President



  
 [Signature Page to
Indenture] 








 
			
	 XEROX STATE HEALTHCARE, LLC,
 XEROX
AUDIT & COMPLIANCE SOLUTIONS, LLC
 XEROX HERITAGE, LLC
 ACS
EDI GATEWAY, INC.
 XEROX CARE AND QUALITY SOLUTIONS, INC.

SPECIALTY I, LLC
 ACS LENDING, INC.

as Guarantors

		
	By:	 	/s/ Brian J. Webb-Walsh
		 	Name: Brian J. Webb-Walsh
		 	Title: Chief Financial Officer



  
 [Signature Page to
Indenture] 









					
	 ACS HUMAN SERVICES, LLC
	 		 	 ISG HOLDINGS, INC.

	 XEROX HR SOLUTIONS, LLC
	 		 	 ISG SERVICES, LLC

	 XEROX HR SOLUTIONS, LLP
	 		 	 BUNCH CARESOLUTIONS LLC

	 XEROX EDUCATION SERVICES, LLC,
	 		 	 STRATACARE, LLC

	 ACS BRC HOLDINGS, LLC
	 		 	 CDR ASSOCIATES, L.L.C.

	 ACS ENTERPRISE SOLUTIONS, LLC
	 		 	 TMS HEALTH, LLC

	 ACS BPO SERVICES, INC.
	 		 	 ACS EDUCATION LOAN SERVICES LLC

	 GOVERNMENT RECORDS SERVICES, INC.
	 		 	 XEROX RECOVERY SERVICES, INC.

	 TITLE RECORDS CORPORATION
	 		 	 STATIT SOFTWARE, INC.

	 ACS TMC, INC.
	 		 	 SUPERIOR VENTURE PARTNER, INC.

	 DIGITAL INFORMATION SYSTEMS COMPANY, L.L.C.
	 		 	 ACS E-SERVICES, LLC

	 XEROX GOVERNMENT SYSTEMS, LLC
	 		 	 ACS HUMAN RESOURCES SOLUTIONS, LLC

	 XEROX FEDERAL SOLUTIONS, LLC
	 		 	 ACS HR SOLUTIONS WORLD SERVICES, LLC

	 CONSILIENCE SOFTWARE, INC.
	 		 	 XEROX RELOCATION & ASSIGNMENT SERVICES, LLC

	 THE NATIONAL ABANDONED PROPERTY PROCESSING CORPORATION
	 		 	 ACS IMAGE SOLUTIONS, INC.

ACS TRADEONE MARKETING, INC.

	 WAGERS & ASSOCIATES, INC.

EDUCATION SALES AND MARKETING, LLC
	 		 	 ACS SECURITIES SERVICES, INC.

OUTSOURCED ADMINISTRATIVE SYSTEMS, INC.

	 EDUCATION SERVICES COMPANY, LLC
	 		 	 INTELLINEX LLC

	 XEROX EDUCATION SOLUTIONS, LLC
	 		 	 INTELLINEX PS-OS, INC.

	 ACS/ECG HOLDINGS, LLC
	 		 	 LEARNSOMETHING, INC.

	 ACS DEFENSE, LLC
	 		 	 LIVEBRIDGE, INC.

	 ACS MIDDLE EAST, INC.
	 		 	 NEWSPAPER SERVICES HOLDING, INC.

	 PARKINDY LLC

TRANSACTION PROCESSING SPECIALISTS, INC.

XEROX TRANSPORT SOLUTIONS, INC.

CONSULTEC IPA, INC.

MIDASPLUS, INC.

ACS CONSULTANT HOLDINGS CORPORATION

XEROX CONSULTANT COMPANY, INC.

ACS HEALTHCARE ANALYTICS, INC.

BREAKAWAY HEALTHCARE AND LIFE SCIENCES, LLC

HEALTH TECHNOLOGY ACQUISITION COMPANY

HEALTHY COMMUNITIES INSTITUTE CORPORATION
	 		 	 WIRELESS DATA SERVICES NORTH AMERICA, INC.

WIRELESS DATA SERVICES OPERATIONS, INC.

WDS GLOBAL – TEXAS, INC.

ACS ASSET MANAGEMENT GROUP, LLC

ETRAVELEXPERTS, LLC

ESM CHAPERONE, LLC

CONDUENT LEGAL & COMPLIANCE

SOLUTIONS, LLC

as Guarantors

			
		 	 By: 
	 	/s/ Brian J. Webb-Walsh
		 		 	  

		 		 	Name: Brian J. Webb-Walsh
		 		 	Title: Senior Vice President


  
 [Signature Page to
Indenture] 








 
			
	 XEROX COMMERCIAL SOLUTIONS, LLC

XEROX STATE & LOCAL SOLUTIONS, INC.,
 ACS COMPIQ
CORPORATION
 RSA ENTERPRISES LLC
 RSA MEDICAL LLC

RSA MEDICAL EXAMS LLC
 TMS HEALTH PATIENT ACCESS SOLUTIONS,
LLC
 SMART DATA CONSULTING CORP
 as Guarantors

		
	By:	 	/s/ Brian J. Webb-Walsh
		 	Name: Brian J. Webb-Walsh
		 	Title: Vice President



  
 [Signature Page to
Indenture] 








 
			
	 ACS@XEROX LLC,

as Guarantor

		
	 By:
	 	/s/ J. Michael Peffer
		 	Name: J. Michael Peffer
		 	Title: Assistant Secretary



  
 [Signature Page to
Indenture] 








 
			
	 BUCK CONSULTANTS, LLC.

as Guarantor

		
	By:	 	/s/ J. Michael Peffer
		 	Name: J. Michael Peffer
		 	 Title: Secretary




  
 [Signature Page to
Indenture] 








 
			
	 BUCK KWASHA SECURITIES LLC

as Guarantor

		
	By:	 	/s/ Nicolas Medina
		 	Name: Nicolas Medina
		 	 Title: President




  
 [Signature Page to
Indenture] 








 
			
	 ACS PROTECTION SERVICES, INC.

as Guarantor

		
	By:	 	/s/ Andrew Buruato
		 	Name: Andrew Buruato
		 	Title: President



  
 [Signature Page to
Indenture] 








 
			
	 XEROX MORTGAGE SERVICES, INC.

as Guarantor

		
	 By:
	 	/s/ Sumeet Sanghani
		 	Name: Sumeet Sanghani
		 	 Title: President




  
 [Signature Page to
Indenture] 








 SCHEDULE I 

LIST OF GUARANTORS AS OF THE ISSUE DATE 

CONDUENT INCORPORATED 
 ACS ASSET MANAGEMENT GROUP, LLC 

ACS BPO SERVICES, INC. 
 ACS BRC HOLDINGS, LLC 

ACS COMPIQ CORPORATION 
 ACS CONSULTANT HOLDINGS CORPORATION 

ACS DEFENSE, LLC 
 ACS EDI GATEWAY, INC. 

ACS EDUCATION LOAN SERVICES LLC 
 ACS ENTERPRISE SOLUTIONS, LLC

 ACS E-SERVICES, LLC 
 ACS HEALTH ADMINISTRATION, INC. 

ACS HEALTHCARE ANALYTICS, INC. 
 ACS HR SOLUTIONS WORLD SERVICES,
LLC 
 ACS HUMAN RESOURCES SOLUTIONS, LLC 
 ACS HUMAN SERVICES,
LLC 
 ACS IMAGE SOLUTIONS, INC. 
 ACS LENDING, INC. 

ACS MIDDLE EAST, INC. 
 ACS PROTECTION SERVICES, INC. 

ACS SECURITIES SERVICES, INC. 
 ACS TMC, INC. 

ACS TRADEONE MARKETING, INC. 
 ACS/ECG HOLDINGS, LLC 

ACS@XEROX LLC 
 BREAKAWAY HEALTHCARE AND LIFE SCIENCES, LLC 

BUCK CONSULTANTS, LLC 
 BUCK KWASHA SECURITIES LLC 

BUNCH CARESOLUTIONS, LLC 
 CDR ASSOCIATES, L.L.C. 

CONDUENT LEGAL & COMPLIANCE SOLUTIONS, LLC 
 CONSILIENCE
SOFTWARE, INC. 
 CONSULTEC IPA, INC. 
 DIGITAL INFORMATION
SYSTEMS COMPANY, L.L.C. 
 EDUCATION SALES AND MARKETING, LLC 

EDUCATION SERVICES COMPANY, LLC 
 ESM CHAPERONE, LLC 

ETRAVELEXPERTS, LLC 
 GOVERNMENT RECORDS SERVICES, INC. 

HEALTH TECHNOLOGY ACQUISITION COMPANY 
 HEALTHY COMMUNITIES
INSTITUTE CORPORATION 
 INTELLINEX LLC 
 INTELLINEX PS-OS, INC.

 ISG HOLDINGS, INC. 
 ISG SERVICES, LLC 

LEARNSOMETHING, INC. 

  
 S-I-1 








 LIVEBRIDGE, INC. 

MIDASPLUS, INC. 
 NEWSPAPER SERVICES HOLDING, INC. 

OUTSOURCED ADMINISTRATIVE SYSTEMS, INC. 
 PARKINDY LLC 

RSA ENTERPRISES LLC 
 RSA MEDICAL EXAMS LLC 

RSA MEDICAL LLC 
 SMART DATA CONSULTING CORP 

SPECIALTY I, LLC 
 STATIT SOFTWARE, INC. 

STRATACARE, LLC 
 SUPERIOR VENTURE PARTNER, INC. 

THE NATIONAL ABANDONED PROPERTY PROCESSING CORPORATION 
 TITLE
RECORDS CORPORATION 
 TMS HEALTH PATIENT ACCESS SOLUTIONS, LLC 

TMS HEALTH, LLC 
 TRANSACTION PROCESSING SPECIALISTS, INC. 

WAGERS & ASSOCIATES, INC. 
 WDS GLOBAL-TEXAS, INC. 

WIRELESS DATA SERVICES NORTH AMERICA, INC. 
 WIRELESS DATA
SERVICES OPERATIONS, INC. 
 XEROX AUDIT & COMPLIANCE SOLUTIONS, LLC 

XEROX CARD SERVICES, LLC 
 XEROX CARE AND QUALITY SOLUTIONS, INC.

 XEROX COMMERCIAL SOLUTIONS, LLC 
 XEROX CONSULTANT COMPANY,
INC. 
 XEROX EDUCATION SERVICES, LLC 
 XEROX EDUCATION
SOLUTIONS, LLC 
 XEROX FEDERAL SOLUTIONS, LLC 
 XEROX
GOVERNMENT SYSTEMS, LLC 
 XEROX HERITAGE, LLC 
 XEROX HR
SOLUTIONS, LLC 
 XEROX HR SOLUTIONS, LLP 
 XEROX MORTGAGE
SERVICES, INC. 
 XEROX RECOVERY SERVICES, INC. 
 XEROX
RELOCATION & ASSIGNMENT SERVICES, LLC 
 XEROX STATE & LOCAL SOLUTIONS, INC. 

XEROX STATE HEALTHCARE, LLC 
 XEROX TRANSPORT SOLUTIONS, INC. 


  
 S-I-2 








 EXHIBIT A 

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

  
 A-1 








 [144A CUSIP: 206786 AA3] 

[Reg S CUSIP: U20547 AA0] 
 [144A
ISIN: US206786AA35] 
 [Reg S ISIN: USU20547AA09 

[RULE 144A][REGULATION S] GLOBAL NOTE 

10.500% Senior Notes due 2024 
  

					
	No.         	  		  	[$         ]

 CONDUENT FINANCE, INC. 

and 
 XEROX BUSINESS SERVICES, LLC

 promise to pay (without duplication) to [      ]. or registered assigns, the principal sum [set forth on the Schedule of
Increases and Decreases of Interests in the Global Note attached hereto] [of United States Dollars] on December 15, 2024. 
 Interest Payment Dates:
June 15 and December 15 
 Record Dates: June 1 and December 1 

IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. 

 

			
	CONDUENT FINANCE, INC., as an Issuer
		
	 By
	 	 
		 	 Name:

		 	 Title:



  

			
	 XEROX BUSINESS SERVICES, LLC, as an Issuer

		
	 By
	 	 
		 	 Name:

		 	 Title:




  
 A-2 








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

Dated: [        ] 
  

			
	U.S. BANK NATIONAL ASSOCIATION, as trustee
		
	 By
	 	 
		 	Authorized Signatory



  
 A-3 








 [Back of Note] 

10.500% Senior Notes due 2024 

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

1. Interest. CONDUENT FINANCE, INC. and XEROX BUSINESS SERVICES, LLC promise to pay (without duplication) interest on the principal amount of this Note
at 10.500% per annum. The Issuers will pay interest semi-annually in arrears on June 15 and December 15 of each year to stated maturity, or if any such day is not a Business Day, on the next succeeding Business Day (each, an
“Interest Payment Date”). The first Interest Payment Date shall be [June 15, 2017]1. The Issuers will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest at the same rate to the extent lawful. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from [December 7, 2016]2. At maturity, the Issuers will pay accrued and unpaid interest from the most recent date to which interest has been paid or provided for. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months. 
 2. Method of Payment. The Issuers will pay interest on the Notes to the Persons who are registered Holders of
Notes at the close of business on the June 1 or December 1 (whether or not a Business Day), as the case may be, immediately preceding the Interest Payment Date, even if such Notes are canceled after such Record Date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders;
provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3. Paying Agent and Registrar. Initially, U.S. Bank National Association will act as Paying Agent and Registrar. The Issuers may change
the Paying Agent or the Registrar without prior notice to the Holders. An Issuer or any Subsidiary of an Issuer may act as a Paying Agent or Registrar. 

4. Indenture. The Issuers issued the Notes under an Indenture, dated as of December 7, 2016 (the “Indenture”),
among Conduent Finance, Inc., Xerox Business Services, LLC, the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuers designated as their 10.500% Senior Notes due 2024. The Issuers shall be
entitled to issue Additional Notes pursuant to Article II and Section 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a
statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 

 

	1	With respect to the Initial Notes. 


	2	With respect to the Initial Notes. 


  
 A-4 








 5. Optional Redemption. 

(a) Prior to December 15, 2020, the Issuers may redeem the Notes, in whole at any time or in part from time to time, upon
notice as described in Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest thereon, if any, to, but excluding,
the Redemption Date, subject to the rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 

(b) On and after December 15, 2020 the Issuers may redeem the Notes, in whole at any time or in part from time to time,
upon notice as described in Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, to, but
excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve month period beginning on December 15
of each of the years indicated below: 
  

					
	 Year
	  	Percentage	 
	 2020
	  	 	105.250	% 
	 2021
	  	 	102.625	% 
	 2022 and thereafter
	  	 	100.000	% 

 (c) Until December 15, 2019, the Issuers may, at any time and from time to time, upon
notice as described in Section 3.03 of the Indenture, redeem up to 35.0% of the aggregate principal amount of Notes (including any Additional Notes) at a redemption price equal to 110.500% of the aggregate principal amount thereof plus
accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, in an amount no
greater than the aggregate cash proceeds received by an Issuer from one or more Equity Offerings (including such cash proceeds initially received by a parent company of an Issuer and contributed to an Issuer); provided that (1) an
aggregate principal amount of Notes equal to at least 65.0% of the aggregate principal amount of Notes issued on the Issue Date remains outstanding immediately after the occurrence of each such redemption and (2) each such redemption occurs
within 90 days of the closing of such Equity Offering. 
 (d) If Holders of not less than 90% in aggregate principal amount
of the outstanding Notes validly tender and do not withdraw such Notes in any Change of Control Offer (as defined below) and the Issuers, or any third party making a Change of Control Offer in lieu of the Issuers as described in Section 4.13 of
the Indenture, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right to redeem all Notes that remain outstanding following such purchase upon not less than 15 days’ nor more than 60
days’ prior notice, given not more than 30 days following such purchase pursuant to such Change of Control Offer, at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if
any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. 

6. Mandatory Redemption. Except pursuant to a special mandatory redemption as provided for in Section 3.09 of the Indenture, the
Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 

  
 A-5 








 7. Notice of Redemption. Subject to any contrary provisions of Section 3.09 of the
Indenture, notice of redemption will be mailed by first-class mail (or otherwise delivered in accordance with the applicable procedures of the Depositary) at least 30 days (15 days in the case of a redemption described in paragraph 5(d) above) but
not more than 60 days before the Redemption Date to each Holder at such Holder’s registered address or otherwise in accordance with the applicable procedures of the Depositary, except that redemption notices may be mailed (or otherwise sent in
accordance with the applicable procedures of the Depositary) more than 60 days prior to a Redemption Date if the notice is issued in connection with Article VIII or Article XI of the Indenture. Notes in denominations larger than $2,000 may be
redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption. 

8. Offers to Repurchase. 

(a) Upon the occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder
to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest
thereon, if any, to, but excluding, the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.13 of the Indenture. 

(b) If the Issuers or any of the Restricted Subsidiaries consummates an Asset Sale, within ten Business Days of each date that Excess Proceeds
exceed $35,000,000, the Issuers or any Restricted Subsidiary shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to
the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in
cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted by the terms of
such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. Any Asset Sale Offer shall be made in accordance with Section 4.10 of the Indenture. 

9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in
connection with a transfer of the Notes. Holders shall pay all taxes due on transfer. The Issuers are not required to transfer or exchange any Note selected for redemption or surrendered for repurchase in connection with an Asset Sale Offer or
Change of Control Offer. Also, the Issuers are not required to transfer or exchange any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or between a Record Date and the following Interest Payment
Date. 
 10. Persons Deemed Owners. The registered Holder of a Note shall be treated as the owner of it for all purposes. Only
registered Holders shall have rights under the Indenture and this Note. 
 11. Amendment, Supplement and Waiver. The Indenture, the
Guarantees or the Notes may be amended or supplemented as provided in the Indenture. 

  
 A-6 








 12. Defaults and Remedies. The Events of Default relating to the Notes are defined in
Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Notes
or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or power. The
Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default, except a Default or Event of Default relating to the payment of principal or interest, if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the
Indenture except, a continuing Default or Event of Default in payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with
the Indenture, and the Issuers are required within 30 days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default. 

13. Guarantees. The Issuers’ obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the
Guarantors, subject to the terms of the Indenture. 
 14. Authentication. This Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee. 
 15. Governing Law.
THE INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

16. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers
have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices to Holders 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 and reliance may be placed only on the other identification numbers placed thereon. 
 17. No Personal Liability of
Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator, member or stockholder of an Issuer or any Guarantor, in their capacity as such, shall have any liability for any obligations of the Issuers or the
Guarantors under the Notes, the 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 Notes waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. 
 The Issuers will furnish to any Holder upon written request and without charge a
copy of the Indenture. Requests may be made to the Issuers at the following address: 
 Conduent Incorporated 

233 Mount Airy Road, Suite 100 

Basking Ridge, New Jersey 07920 

Attention: Treasurer 

  
 A-7 








 ASSIGNMENT FORM 
  

			
	To assign this Note, fill in the form below:	 	
		
	(I) or (we) assign and transfer this Note to:	 	 
		 	(Insert assignee’s legal name)


	
	
	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	
	 
	
	 
	
	 
	(Print or type assignee’s name, address and zip code)
	
	and irrevocably appoint                         to transfer this Note on the books of the Issuers. The agent may
substitute another to act for him.

  

					
	Date:	 	 	 	 
		
	Your Signature:	 	 
		 		 	 (Sign exactly as your name appears

on the face of this Note)



 

			
	Signature Guarantee*:	 	 

  
  

 

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


  
 A-8 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.13 of the Indenture, check the appropriate
box below: 
  

			
	☐ Section 4.10	  	☐ Section 4.13

 If you want to elect to have only part of this Note purchased by the
Issuers pursuant to Section 4.10 or Section 4.13 of the Indenture, state the amount you elect to have purchased: 
  

	
	        $                         

  

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

  

					
	Tax Identification No.:	  	 	  	
			
	Signature Guarantee*:	  	 	  	

  
  

 

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


  
 A-9 








 SCHEDULE OF INCREASES AND DECREASES OF INTERESTS 

IN THE GLOBAL NOTE* 
 The initial
outstanding principal amount of this Global Note is $            . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive
Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note or increases or decreases in the outstanding principal amount of this Global Note, have been made: 

 

									
	 Date
	 	 Amount of

decrease in
 Principal
Amount
	 	 Amount of

increase in
 Principal
Amount of
 this Global Note
	  	Principal Amount
of this Global Note
following such
decrease or increase	  	Signature of
authorized signatory
of Trustee or
Note Custodian


 

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


  
 A-10 








 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 Conduent
Finance, Inc. and Xerox Business Services, LLC 
 c/o Conduent Incorporated 

233 Mount Airy Road, Suite 100 
 Basking Ridge, New Jersey 07920

 Attention: Treasurer 
 U.S. Bank National Association 

as Trustee and Registrar 
 U.S. Bank National Association 

225 Asylum Street, 23rd Floor 
 Hartford, CT 06103 

Telephone No.: (860) 241-6842 
 Re: 10.500% Senior Notes due
2024 
 Reference is hereby made to the Indenture, dated as of December 7, 2016 (the “Indenture”), among Conduent
Finance, Inc., Xerox Business Services, LLC, the Guarantors party thereto and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

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

[CHECK ALL THAT APPLY] 
 1.
☐ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR A RELEVANT DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably
believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified
institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with all applicable securities laws of the states of the United States and other jurisdictions. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 
 2. ☐ CHECK IF TRANSFEREE WILL
TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the 

  
 B-1 








 
Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States,
(ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an
Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 
 3.
☐ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance
with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that (check one): 
 (a) ☐ such Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities Act; 
 or 

(b) ☐ such Transfer is being effected to the Issuers or a subsidiary thereof; 

or 
 (c) ☐
such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act. 

4. ☐ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE
NOTE. 
 (a) ☐ CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 

(b) ☐ CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903
or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in
the Indenture and 

  
 B-2 








 the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
 (c) ☐ CHECK IF TRANSFER IS PURSUANT TO OTHER
EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 
 This certificate
and the statements contained herein are made for your benefit and the benefit of the Issuers. 
  

			
	[INSERT NAME OF TRANSFEROR]
		
	By 	 	 
		 	Name:
		 	Title:



Dated:                   
                   

  
 B-3 








 ANNEX A TO CERTIFICATE OF TRANSFER 

 

	1.	The Transferor owns and proposes to transfer the following: 

 [CHECK ONE OF (a) OR (b)]

  

	 	(a)	☐      a beneficial interest in the: 

  

	 	(i)	☐ 144A Global Note (CUSIP/ISIN:                ), or 


 

	 	(ii)	☐ Regulation S Global Note (CUSIP/ISIN:                ), or 


 

	 	(b)	☐      a Restricted Definitive Note. 

  

	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 

 

	 	(a)	☐      a beneficial interest in the: 

  

	 	(i)	☐ 144A Global Note (CUSIP/ISIN:                ), or 


 

	 	(ii)	☐ Regulation S Global Note (CUSIP/ISIN:                ), or 


 

	 	(iii)	☐ Unrestricted Global Note (CUSIP/ISIN:                ); or 


 

	 	(b)	☐       a Restricted Definitive Note; or 

  

	 	(c)	☐       an Unrestricted Definitive Note, in accordance with the terms of the Indenture. 


  
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 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 Conduent
Finance, Inc. and Xerox Business Services, LLC 
 c/o Conduent Incorporated 

233 Mount Airy Road, Suite 100 
 Basking Ridge, New Jersey 07920

 Attention: Treasurer 
 U.S. Bank National Association 

as Trustee and Registrar 
 U.S. Bank National Association 

225 Asylum Street, 23rd Floor 
 Hartford, CT 06103 

Telephone No.: (860) 241-6842 
 Re: 10.500% Senior Notes due
2024 
 Reference is hereby made to the Indenture, dated as of December 7, 2016 (the “Indenture”), among Conduent
Finance, Inc., Xerox Business Services, LLC, the Guarantors party thereto and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                 (the “Owner”) owns
and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $         in such Note[s] or interests (the “Exchange”). In connection with the
Exchange, the Owner hereby certifies that: 
 (1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL
NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE 
 (a) ☐ CHECK IF EXCHANGE IS FROM
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted
Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and
the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws
of any state of the United States. 
 (b) ☐ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED
DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States. 

  
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 (c) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States. 
 (d) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States. 
 (2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES 
 (a) ☐ CHECK
IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal
principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the
Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

(b) ☐ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ 144A Global Note ☐ Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers and are dated
                . 

  
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	[INSERT NAME OF TRANSFEROR]
		
	By	 	 
		 	 Name:
 Title:



 Dated:
                     

  
 C-3 








 EXHIBIT D 

[FORM OF SUPPLEMENTAL INDENTURE TO BE 

DELIVERED BY SUBSEQUENT GUARANTORS] 

Supplemental Indenture (this “Supplemental Indenture”), dated as of
                , among (the “Guaranteeing Subsidiary”), an affiliate of Conduent Finance, Inc., a Delaware corporation, or Xerox Business Services,
LLC, a Delaware limited liability company (collectively, the “Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”). 

WITNESSETH 
 WHEREAS, the Issuers
and the Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 7, 2016, providing for the issuance of an unlimited
aggregate principal amount of Senior Notes due 2024 (the “Notes”); 
 WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the
Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and 
 WHEREAS, pursuant
to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

(2) Agreement to be Bound; Guarantee. Each Guaranteeing Subsidiary by executing this Supplemental Indenture agrees to be a Guarantor
under the Indenture for all purposes thereof 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, including but not limited to the obligations and agreements
in Article X thereof. 
 (3) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK. 
 (4) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed
copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or .pdf transmission shall constitute effective execution and delivery of
this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes. 

(5) Effect of Headings. The Section headings herein are for convenience of reference only, and are not to be considered part of this
Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions. 

  
 D-1 








 (6) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary. 

(7) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the
Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it
pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 (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 each Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby and entitled to the benefits hereof. 

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

  

			
	[GUARANTEEING SUBSIDIARY]
		
	By	 	 
		 	 Name:
 Title:




  
 D-2 








 
			
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	 By
	 	 
		 	 Name:

Title:




  
 D-3