Indenture



 Exhibit 10.2 
 EXECUTION VERSION 
  
  

 
 INDENTURE 

Dated as of March 20, 2012 
 Among 
 DJO FINANCE LLC, 

DJO FINANCE CORPORATION, 
 THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, 
 and 

THE BANK OF NEW YORK MELLON, 
 as Trustee 
 and 

Second Lien Agent 

8.75% SECOND PRIORITY SENIOR SECURED NOTES DUE 2018 
 Reference is made to the Intercreditor Agreement, dated as of March 20, 2012, among Credit Suisse AG, as First Lien Agent, The Bank of New York Mellon, as Second Lien Agent, and DJO Finance LLC and
certain of its affiliates (the “Intercreditor Agreement”). Each Holder, by its acceptance of a Note, (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound
by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Second Lien Agent on behalf of each Holder to enter into the Intercreditor Agreement as Second Lien Agent on behalf of
such Holder. The foregoing provisions are intended as an inducement to the lenders under the Senior Credit Facilities to extend credit to the Company and the Guarantors and such lenders are intended third party beneficiaries of such provisions and
the provisions of the Intercreditor Agreement. 
 Notwithstanding anything herein to the contrary, the lien and security interest granted to the
Second Lien Agent pursuant to the Security Documents and the exercise of any right or remedy by the Second Lien Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the
Intercreditor Agreement and this Indenture, the terms of the Intercreditor Agreement shall govern. 
  

 
  







 CROSS-REFERENCE TABLE* 

 

					
	 Trust Indenture Act Section
	  	Indenture Section
			
	 310
	 	 (a)(1)
	  	7.10
		 	 (a)(2)
	  	7.10
		 	 (a)(3)
	  	N.A.
		 	 (a)(4)
	  	N.A.
		 	 (a)(5)
	  	7.10
		 	 (b)
	  	7.10
	 311
	 	 (a)
	  	7.11
		 	 (b)
	  	7.11
	 312
	 	 (a)
	  	2.05
		 	 (b)
	  	14.03
		 	 (c)
	  	14.03
	 313
	 	 (a)
	  	7.06
		 	 (b)(1)
	  	15.02
		 	 (b)(2)
	  	7.06
		 	 (c)
	  	7.06;14.02
		 	 (d)
	  	7.06
	 314
	 	 (a)
	  	4.03;14.02;14.05
		 	 (b)
	  	15.02
		 	 (c)(1)
	  	14.04
		 	 (c)(2)
	  	14.04
		 	 (c)(3)
	  	N.A.
		 	 (d)
	  	15.02
		 	 (e)
	  	14.05
		 	 (f)
	  	N.A.
	 315
	 	 (a)
	  	7.01
		 	 (b)
	  	7.05;14.02
		 	 (c)
	  	7.01
		 	 (d)
	  	7.01
		 	 (e)
	  	6.14
	 316
	 	 (a)(last sentence)
	  	2.09
		 	 (a)(1)(A)
	  	6.05
		 	 (a)(1)(B)
	  	6.04
		 	 (a)(2)
	  	N.A.
		 	 (b)
	  	6.07
		 	 (c)
	  	9.04
	 317
	 	 (a)(1)
	  	6.08
		 	 (a)(2)
	  	6.12
		 	 (b)
	  	2.04
	 318
	 	 (a)
	  	14.01
		 	 (b)
	  	N.A.
		 	 (c)
	  	14.01

 N.A. means not applicable. 

	*	This Cross-Reference Table is not part of this Indenture. 








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	
	ARTICLE 1	  
	
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
			
	 Section 1.01
	 	Definitions	  	 	1	  
	 Section 1.02
	 	Other Definitions	  	 	33	  
	 Section 1.03
	 	Incorporation by Reference of Trust Indenture Act	  	 	34	  
	 Section 1.04
	 	Rules of Construction	  	 	35	  
	 Section 1.05
	 	Acts of Holders	  	 	35	  
	 Section 1.06
	 	Timing of Payment	  	 	36	  
	
	ARTICLE 2	  
	
	THE NOTES	  
			
	 Section 2.01
	 	Form and Dating; Terms	  	 	37	  
	 Section 2.02
	 	Execution and Authentication	  	 	38	  
	 Section 2.03
	 	Registrar and Paying Agent	  	 	39	  
	 Section 2.04
	 	Paying Agent to Hold Money in Trust	  	 	39	  
	 Section 2.05
	 	Holder Lists	  	 	39	  
	 Section 2.06
	 	Transfer and Exchange	  	 	40	  
	 Section 2.07
	 	Replacement Notes	  	 	52	  
	 Section 2.08
	 	Outstanding Notes	  	 	52	  
	 Section 2.09
	 	Treasury Notes	  	 	52	  
	 Section 2.10
	 	Temporary Notes	  	 	52	  
	 Section 2.11
	 	Cancellation	  	 	53	  
	 Section 2.12
	 	Defaulted Interest	  	 	53	  
	 Section 2.13
	 	CUSIP and ISIN Numbers	  	 	53	  
	
	ARTICLE 3	  
	
	REDEMPTION	  
			
	 Section 3.01
	 	Notices to Trustee	  	 	54	  
	 Section 3.02
	 	Selection of Notes to Be Redeemed or Purchased	  	 	54	  
	 Section 3.03
	 	Notice of Redemption	  	 	54	  
	 Section 3.04
	 	Effect of Notice of Redemption	  	 	55	  
	 Section 3.05
	 	Deposit of Redemption or Purchase Price	  	 	56	  
	 Section 3.06
	 	Notes Redeemed or Purchased in Part	  	 	56	  
	 Section 3.07
	 	Optional Redemption	  	 	56	  
	 Section 3.08
	 	Mandatory Redemption	  	 	57	  
	 Section 3.09
	 	Offers to Repurchase by Application of Excess Proceeds	  	 	57	  


  
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	 	 	 	  	Page	 
	
	ARTICLE 4	  
	
	COVENANTS	  
			
	 Section 4.01
	 	Payment of Notes	  	 	59	  
	 Section 4.02
	 	Maintenance of Office or Agency	  	 	60	  
	 Section 4.03
	 	Reports and Other Information	  	 	60	  
	 Section 4.04
	 	Compliance Certificate	  	 	61	  
	 Section 4.05
	 	Taxes	  	 	62	  
	 Section 4.06
	 	Stay, Extension and Usury Laws	  	 	62	  
	 Section 4.07
	 	Limitation on Restricted Payments	  	 	62	  
	 Section 4.08
	 	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	  	 	69	  
	 Section 4.09
	 	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	 	70	  
	 Section 4.10
	 	Asset Sales	  	 	75	  
	 Section 4.11
	 	Events of Loss	  	 	78	  
	 Section 4.12
	 	Transactions with Affiliates	  	 	79	  
	 Section 4.13
	 	Liens	  	 	81	  
	 Section 4.14
	 	Corporate Existence	  	 	82	  
	 Section 4.15
	 	Offer to Repurchase Upon Change of Control	  	 	82	  
	 Section 4.16
	 	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	  	 	84	  
	 Section 4.17
	 	Designated Senior Indebtedness	  	 	85	  
	 Section 4.18
	 	Limitation on Business Activities of the Co-Issuer	  	 	85	  
	 Section 4.19
	 	Covenant Suspension	  	 	85	  
	 Section 4.20
	 	Impairment of Security Interest	  	 	86	  
	 Section 4.21
	 	After-Acquired Property	  	 	86	  
	 Section 4.22
	 	Further Assurances	  	 	86	  
	
	ARTICLE 5	  
	
	SUCCESSORS	  
			
	 Section 5.01
	 	Merger, Consolidation or Sale of All or Substantially All Assets	  	 	87	  
	 Section 5.02
	 	Successor Corporation Substituted	  	 	90	  
	
	ARTICLE 6	  
	
	DEFAULTS AND REMEDIES	  
			
	 Section 6.01
	 	Events of Default	  	 	90	  
	 Section 6.02
	 	Acceleration	  	 	93	  
	 Section 6.03
	 	Other Remedies	  	 	93	  
	 Section 6.04
	 	Waiver of Past Defaults	  	 	93	  
	 Section 6.05
	 	Control by Majority	  	 	94	  
	 Section 6.06
	 	Limitation on Suits	  	 	94	  
	 Section 6.07
	 	Rights of Holders of Notes to Receive Payment	  	 	94	  
	 Section 6.08
	 	Collection Suit by Trustee	  	 	94	  
	 Section 6.09
	 	Restoration of Rights and Remedies	  	 	95	  
	 Section 6.10
	 	Rights and Remedies Cumulative	  	 	95	  


  
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	 	 	 	  	Page	 
			
	 Section 6.11
	 	Delay or Omission Not Waiver	  	 	95	  
	 Section 6.12
	 	Trustee May File Proofs of Claim	  	 	95	  
	 Section 6.13
	 	Priorities	  	 	96	  
	 Section 6.14
	 	Undertaking for Costs	  	 	96	  
	
	ARTICLE 7	  
	
	TRUSTEE	  
			
	 Section 7.01
	 	Duties of Trustee	  	 	96	  
	 Section 7.02
	 	Rights of Trustee	  	 	97	  
	 Section 7.03
	 	Individual Rights of Trustee	  	 	99	  
	 Section 7.04
	 	Trustee’s Disclaimer	  	 	99	  
	 Section 7.05
	 	Notice of Defaults	  	 	99	  
	 Section 7.06
	 	Reports by Trustee to Holders of the Notes	  	 	99	  
	 Section 7.07
	 	Compensation and Indemnity	  	 	100	  
	 Section 7.08
	 	Replacement of Trustee	  	 	100	  
	 Section 7.09
	 	Successor Trustee by Merger, etc.	  	 	101	  
	 Section 7.10
	 	Eligibility; Disqualification	  	 	101	  
	 Section 7.11
	 	Preferential Collection of Claims Against Issuers	  	 	102	  
	
	ARTICLE 8	  
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  
			
	 Section 8.01
	 	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	102	  
	 Section 8.02
	 	Legal Defeasance and Discharge	  	 	102	  
	 Section 8.03
	 	Covenant Defeasance	  	 	102	  
	 Section 8.04
	 	Conditions to Legal or Covenant Defeasance	  	 	103	  
	 Section 8.05
	 	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	 	104	  
	 Section 8.06
	 	Repayment to Issuers	  	 	105	  
	 Section 8.07
	 	Reinstatement	  	 	105	  
	
	ARTICLE 9	  
	
	AMENDMENT, SUPPLEMENT AND WAIVER	  
			
	 Section 9.01
	 	Without Consent of Holders of Notes	  	 	105	  
	 Section 9.02
	 	With Consent of Holders of Notes	  	 	107	  
	 Section 9.03
	 	Compliance with Trust Indenture Act	  	 	110	  
	 Section 9.04
	 	Revocation and Effect of Consents	  	 	110	  
	 Section 9.05
	 	Notation on or Exchange of Notes	  	 	110	  
	 Section 9.06
	 	Trustee to Sign Amendments, etc.	  	 	110	  
	 Section 9.07
	 	Payment for Consent	  	 	111	  


  
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	 	 	 	  	Page	 
	
	ARTICLE 10	  
	
	[RESERVED]	  
	
	ARTICLE 11	  
	
	GUARANTEES	  
			
	 Section 11.01
	 	Guarantee	  	 	111	  
	 Section 11.02
	 	Limitation on Guarantor Liability	  	 	112	  
	 Section 11.03
	 	Execution and Delivery	  	 	113	  
	 Section 11.04
	 	Subrogation	  	 	113	  
	 Section 11.05
	 	Benefits Acknowledged	  	 	113	  
	 Section 11.06
	 	Release of Guarantees	  	 	113	  
	
	ARTICLE 12	  
	
	[RESERVED]	  
	
	ARTICLE 13	  
	
	SATISFACTION AND DISCHARGE	  
			
	 Section 13.01
	 	Satisfaction and Discharge	  	 	114	  
	 Section 13.02
	 	Application of Trust Money	  	 	115	  
	
	ARTICLE 14	  
	
	MISCELLANEOUS	  
			
	 Section 14.01
	 	Trust Indenture Act Controls	  	 	116	  
	 Section 14.02
	 	Notices	  	 	116	  
	 Section 14.03
	 	Communication by Holders of Notes with Other Holders of Notes	  	 	117	  
	 Section 14.04
	 	Certificate and Opinion as to Conditions Precedent	  	 	117	  
	 Section 14.05
	 	Statements Required in Certificate or Opinion	  	 	117	  
	 Section 14.06
	 	Rules by Trustee and Agents	  	 	117	  
	 Section 14.07
	 	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	118	  
	 Section 14.08
	 	Governing Law	  	 	118	  
	 Section 14.09
	 	Waiver of Jury Trial	  	 	118	  
	 Section 14.10
	 	Force Majeure	  	 	118	  
	 Section 14.11
	 	No Adverse Interpretation of Other Agreements	  	 	118	  
	 Section 14.12
	 	Successors	  	 	118	  
	 Section 14.13
	 	Severability	  	 	118	  
	 Section 14.14
	 	Counterpart Originals	  	 	119	  
	 Section 14.15
	 	Table of Contents, Headings, etc.	  	 	119	  
	 Section 14.16
	 	Qualification of Indenture	  	 	119	  


  
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	 	 	 	  	Page	 
	
	ARTICLE 15	  
	
	COLLATERAL	  
			
	 Section 15.01
	 	Collateral and Security Documents	  	 	119	  
	 Section 15.02
	 	Release of Collateral	  	 	120	  
	 Section 15.03
	 	Authorization of Receipt of Funds by the Trustee Under the Security Documents	  	 	121	  
	 Section 15.04
	 	Powers Exercisable by Receiver or Second Lien Agent	  	 	122	  
	 Section 15.05
	 	Second Lien Agent	  	 	122	  
	 Section 15.06
	 	Intercreditor Agreement and other Security Documents	  	 	122	  
			
	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 March 20, 2012, among DJO Finance LLC, a Delaware limited
liability company (the “Company”), DJO Finance Corporation, a Delaware corporation wholly owned by the Company (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as
defined herein) listed on the signature pages hereto and The Bank of New York Mellon, as Trustee and Second Lien Agent. 

W I T N E S S E T H 

WHEREAS, the Issuers have duly authorized the creation of an issue of $230,000,000 aggregate principal amount of 8.75% Second
Priority Senior Secured Notes due 2018 (the “Initial Notes”); 
 WHEREAS, the Issuers will be jointly and
severally liable for all obligations under the Notes; and 
 WHEREAS, each of the Issuers and each of the Guarantors has duly
authorized the execution and delivery of this Indenture. 
 NOW, THEREFORE, each of the Issuers, the Guarantors, the Trustee and
the Second Lien Agent agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes. 
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION BY REFERENCE 

 

	 	Section 1.01	Definitions. 


“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note
Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on
Rule 144A. 
 “Acquired Indebtedness” means, with respect to any specified Person, 

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

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

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

 “Additional Notes” means additional Notes (other than the Initial Notes and other than Exchange Notes for
such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof. 







 “Administrative Agent” means Credit Suisse AG, in its capacities as
administrative agent and collateral agent under the Credit Agreement and any successor administrative agent thereunder. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control
with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. 
 “After-Acquired Property” means any property of the Issuers or any Guarantor
acquired after the Issue Date that is required to secure the obligations of the Issuers and the Guarantors under the Notes and the Guarantees pursuant to this Indenture and the Security Documents. 

“Agent” means any Registrar or Paying Agent. 
 “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of the Book-Entry Confirmation, which states that DTC has received an
express acknowledgment from each participant in DTC tendering the Notes that such participants have received the Letter of Transmittal and agree to be bound by the terms of the Letter of Transmittal and the Issuers may enforce such agreement against
such participants. 
 “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 

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such
Note at March 15, 2015 (each such redemption price being set forth in Section 3.07(d) hereof), plus (ii) all required interest payments due on such Note through March 15, 2015 (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. 
 Calculation of the Applicable Premium shall be made by the Company or on behalf of the Company by such Person as the Company shall designate; provided that such calculation or the correctness thereof
shall not be a duty or obligation of the Trustee. 
 “Applicable Procedures” means, with respect to any
transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/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 Lease-Back Transaction)
of the Company or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or 

  
 -2-









 (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 hereof), whether in a single transaction or a series of related transactions; 
 in each case, other than: 
 (a) any disposition of Cash Equivalents
or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business; 

(b) the disposition of all or substantially all of the assets of the Company governed by, and in a manner permitted
pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture; 
 (c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof; 

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or
series of transactions with an aggregate fair market value of less than $10.0 million; 
 (e) any
disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Company to the Company or by the Company or a Restricted Subsidiary of the Company to another Restricted Subsidiary of the Company; 

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, or comparable law or regulation,
any exchange of like property (excluding any boot thereon) for use in a Similar Business; 
 (g) the lease,
assignment or sub-lease of any real or personal property in the ordinary course of business; 
 (h) any issuance
or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; 
 (i)
foreclosures on assets; 
 (j) sales of accounts receivable, or participations therein, in connection with any
Receivables Facility; and 
 (k) any financing transaction with respect to the acquisition or construction of
property by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 
 “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement. 
 “Business Day” means each day which is not a Legal Holiday. 

  
 -3-









 “Capital Stock” means: 

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

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability
company, partnership or membership interests (whether general or limited); and 
 (4) any other interest or
participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
 “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to
be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP. 

“Cash Equivalents” means: 
 (1) United States dollars; 
 (2) (a) €, or any national
currency of any participating member state of the EMU; or 
 (b) such local currencies held by the Company or any
Restricted Subsidiary from time to time in the ordinary course of business; 
 (3) securities issued or directly
and fully and unconditionally guaranteed or insured by the U.S. government (or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of the U.S. government) with maturities
of 24 months or less from the date of acquisition; 
 (4) certificates of deposit, time deposits and eurodollar
time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not
less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks; 

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into
with any financial institution meeting the qualifications specified in clause (4) above; 
 (6) commercial
paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof; 
 (7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P
shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof; 

  
 -4-









 (8) investment funds investing 95% of their assets in securities of the
types described in clauses (1) through (7) above; 
 (9) readily marketable direct obligations issued
by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of
acquisition; 
 (10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher
from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and 
 (11) 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. 
 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. 
 “Cash Management Obligations” means obligations owed by the
Issuers or any Restricted Subsidiary to any agent or a lender under the Credit Agreement or any Affiliate of any such agent or lender in respect of any treasury, depository and cash management services (including in respect of liabilities arising
from purchase card, travel and entertainment cards or other card services) or any automated clearing house transfers of funds. 

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

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of
the Company and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or 
 (2) the
Company becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the
Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any
successor provision) of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Company.

 “Clearstream” means Clearstream Banking, Société Anonyme. 

“Co-Issuer” has the meaning set forth in the recitals hereto until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “Co-Issuer” shall mean such successor Person. 

  
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 “Collateral” has the meaning set forth in the Second Lien Security
Agreement. 
 “Company” has the meaning set forth in the recitals hereto until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 
 “Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization
of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. 
 “Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of: 

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such
expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount or premium resulting from the issuance of Indebtedness at less than or greater than par, as applicable,
(b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (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, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with
respect to Indebtedness and excluding (t) accretion or accrual of discounted liabilities not constituting Indebtedness, (u) interest expense attributable to Indebtedness of a parent entity resulting from push-down accounting to the extent
such Person and its Restricted Subsidiaries are not liable for payment of such Indebtedness, (v) any expense resulting from the discounting of any outstanding Indebtedness in connection with the application of purchase accounting in connection
with any acquisition, (w) any Additional Interest and any comparable “additional interest” with respect to other securities , (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses,
(y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus 

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued; less 
 (3) interest income for such period. 

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

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

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating
thereto) or expenses (including relating to the Transactions to 

  
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the extent incurred on or prior to April 15, 2012), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans and other
restructuring costs shall be excluded, 
 (2) the cumulative effect of a change in accounting principles during
such period shall be excluded, 
 (3) any after-tax effect of income (loss) from disposed, abandoned,
transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded, 

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset
dispositions other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded, 
 (5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided
that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary
thereof in respect of such period, 
 (6) solely for the purpose of determining the amount available for
Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar
distributions has been legally waived, provided that Consolidated Net Income of the Company will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or
Cash Equivalents to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein, 
 (7) effects of adjustments (including the effects of such adjustments pushed down to the Company and its Restricted Subsidiaries) in the property and equipment, inventory and other intangible assets,
deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the DJO Acquisition, the Transactions or any consummated acquisition
or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded, 
 (8) any after-tax
effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded, 
 (9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded, 

  
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 (10) any non-cash compensation expense recorded from grants of stock
appreciation or similar rights, stock options, restricted stock or other rights shall be excluded, 
 (11) any
fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, disposition, recapitalization, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity
Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or
non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, 

(12) accruals and reserves that are established or adjusted within twelve months after the Issue Date that are so required
to be established or adjusted as a result of the Transactions in accordance with GAAP or changes as a result of a modification of accounting policies shall be excluded, and 

(13) to the extent covered by insurance and actually reimbursed, or, so long as the Issuers have made a determination that
there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing within 180 days and (b) in fact reimbursed within
365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded. 

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(d) of Section 4.07(a)
hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted
Investments from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or
any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a)(IV) hereof. 

“Consolidated Secured Debt Ratio” as of any date of determination means, the ratio of (1) Consolidated Total
Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens (other than Liens that are junior in priority to the Liens securing the Notes) as of the end of the most recent fiscal quarter for which internal financial
statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial
statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and
consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio. 

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum of (1) the
aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations and debt obligations
evidenced by promissory 

  
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notes and similar instruments and (2) the aggregate amount of all outstanding Disqualified Stock of the Company and all Preferred Stock of its Restricted Subsidiaries on a consolidated
basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and maximum fixed repurchase prices, in each case determined on a consolidated basis in
accordance with GAAP. For purposes hereof, 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 Total 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 determined reasonably and in good faith by the Company. 
 “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, 

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

(2) to advance or supply funds 
 (a) for the purchase or payment of any such primary obligation, or 

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, or 
 (3) to purchase property, securities or services primarily for the purpose
of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 
 “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 14.02 hereof or such other address as to which the Trustee may give notice to the
Holders and the Issuers. 
 “Covenant Suspension Event” means the concurrent occurrence of both of the
following: (i) the Notes having Investment Grade Ratings from both Rating Agencies, and (ii) no Default having occurred and is continuing under this Indenture. 
 “Credit Agreement” means the Credit Agreement entered into as of November 20, 2007 by and among the Company, the Co-Issuer, the Guarantors, the lenders party thereto in their
capacities as lenders thereunder and Credit Suisse AG, as Administrative Agent, 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 hereof). 

  
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 “Credit Facilities” means, with respect to the Company or any of its
Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term
loans, letters of credit or other long-term Indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions,
renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such
replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof)
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, as custodian with respect to the Notes in global form, or any successor entity thereto. 

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of
Default. 
 “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued
in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global
Note” attached thereto. 
 “Depositary” means, with respect to the Notes issuable or issued in whole or in
part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of
this Indenture. 
 “Designated Non-cash Consideration” means the fair market value of non-cash consideration
received by the Company or a Restricted Subsidiary 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, executed by the
principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration. 

“Designated Preferred Stock” means Preferred Stock of the Company or any parent corporation thereof (in each case other
than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant
to an Officer’s Certificate executed by the principal financial officer of the Company or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation
set forth in clause (3) of Section 4.07(a)(IV) hereof and are not otherwise applied to make any other Restricted Payment. 
 “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, 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,


  
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or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the
maturity date of the Notes; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not
constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 

“DJO Acquisition” means the acquisition contemplated by the Agreement and Plan of Merger, dated as of July 15,
2007, by and among ReAble Therapeutics Finance LLC, Reaction Acquisition Merger Sub, Inc. and DJO Opco Holdings Inc. (f/k/a DJO Incorporated), and related financings. 
 “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period 

(1) increased (without duplication) by: 

(a) provision for taxes based on income or profits or capital gains, including, without limitation, federal, state,
foreign, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) of such Person paid or accrued during such period to the extent the same was deducted (and
not added back) in computing Consolidated Net Income; plus 
 (b) Fixed Charges of such Person for such
period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the
extent included in Fixed Charges), together with items excluded from the definition of “Consolidated Interest Expense” pursuant to clauses 1(t) through 1(z) thereof, to the extent the same were deducted (and not added back) in calculating
such Consolidated Net Income; plus 
 (c) Consolidated Depreciation and Amortization Expense of such
Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus 
 (d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of
Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any
amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus 
 (e) the amount of any restructuring charges, integration costs or other business optimization expenses or reserves deducted (and not added back) in such period in computing Consolidated Net Income,
including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus 

  
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 (f) any other non-cash charges, including any write offs or write downs,
reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be
subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus 
 (g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back)
in such period in calculating Consolidated Net Income; plus 
 (h) the amount of management, monitoring,
consulting and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under Section 4.12 hereof; plus 

(i) [RESERVED]; plus 
 (j) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus 

(k) any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or
stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or
net cash proceeds of an issuance of Equity Interest of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof;

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

(3) increased or decreased by (without duplication): 

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Financial Accounting
Standards Codification No. 815-Derivatives and Hedging; plus or minus, as applicable, 
 (b)
any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk and revaluations of
intercompany balances). 
 “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. 

  
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 “Equity Offering” means any public or private sale of common stock or
Preferred Stock of the Company (excluding Disqualified Stock) or any of its direct or indirect parent companies (to the extent contributed to the Company as Equity (other than Disqualified Stock), other than: 

(1) public offerings with respect to the Company’s or any direct or indirect parent company’s common stock
registered on Form S-8; 
 (2) issuances to any Subsidiary of the Company; and 

(3) any such public or private sale that constitutes an Excluded Contribution. 

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

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

“Event of Loss” means, with respect to any property or asset (tangible or intangible, real or personal) constituting
Collateral, any of the following: 
 (1) any loss, destruction or damage of such property or asset; 

(2) any institution of any proceeding for the condemnation or seizure of such property or asset or for the exercise of any right of
eminent domain; 
 (3) any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of
such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset; or 

(4) any settlement in lieu of clauses (2) or (3) above. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC
promulgated thereunder. 
 “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof. 
 “Exchange Offer” has the meaning set forth in the Registration Rights
Agreement. 
 “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights
Agreement. 
 “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds
received by the Company from 
 (1) contributions to its common equity capital, and 

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

  
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 in each case after the Issue Date and in each case designated as Excluded Contributions pursuant to an
Officer’s Certificate executed by the principal financial officer of the Company on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth
in clause (3) of Section 4.07(a) hereof. 
 “Existing Senior Notes” means the (i) 10.875% Senior
Notes due 2014 issued by the Issuers, pursuant to an indenture, dated as of November 20, 2007, among the Issuers, certain Subsidiaries of the Company, as guarantors, and The Bank of New York Mellon (formerly known as The Bank of New York), as
trustee, and the (ii) 7.75% Senior Notes due 2018 issued by the Issuers, pursuant to an indenture, dated as of April 7, 2011, among the Issuers, certain Subsidiaries of the Company, as guarantors, and The Bank of New York Mellon, as
trustee. 
 “Existing Senior Subordinated Notes” means the 9.75% Senior Subordinated Notes due 2017 issued by
the Issuers pursuant to an indenture, dated as of October 18, 2010, among the Issuers, certain Subsidiaries of the Company, as guarantors, and The Bank of New York Mellon, as trustee. 

“First Lien Documents” shall mean, collectively, the Credit Agreement and all agreements, documents and instruments at
any time executed and/or delivered by the Issuers or any Guarantor or any other Person to, with or in favor of any First Lien Secured Party in connection therewith or related thereto, as all of the foregoing now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated, refinanced, replaced or restructured (in whole or in part and including any agreements with, to or in favor of any other lender or group of lenders that at any time refinances, replaces or
succeeds to all or any portion of the First Lien Obligations on the terms set forth in the Intercreditor Agreement). 

“First Lien Obligations” means all (x) obligations under the Credit Agreement and any other obligations which are
secured by a Lien senior in priority to the Liens securing the Notes and the Guarantees, (y) Hedging Obligations owed to a Hedge Bank and (z) Cash Management Obligations. 

“First Lien Secured Parties” means (a) with respect to the Credit Agreement, collectively, the Administrative
Agent, the lenders and their Affiliates (including lenders and their Affiliates to whom Cash Management Obligations are owed), the Hedge Banks, the supplemental administrative agent and each co-agent or sub-agent appointed by the Administrative
Agent from time to time and (b) with respect to any other First Lien Document, all lenders, holders or agents thereunder to which any First Lien Obligations are owing. 
 “Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In
the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been
permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with
the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such
incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.


  
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 For purposes of making the computation referred to above, Investments, acquisitions,
dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Company or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference
period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis, assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed
operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that
subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed
operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger,
consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period. 
 For purposes of this
definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of
interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into
account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be
the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis
shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate
based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may
designate. 
 “Fixed Charges” means, with respect to any Person for any period, the sum of: 

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

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

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized
or existing under the laws of the United States, any State thereof or the District of Columbia and any Restricted Subsidiary of such Foreign Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date. 

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

 “Government Securities” means securities that are: 

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

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

“Guarantor” means, each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture
and its successors and assigns, until released from its obligations under its Guarantee in accordance with the terms of this Indenture. 
 “Hedge Bank” means any Person that is a revolving credit lender under the Credit Agreement or an Affiliate (determined as of the date of entry into the Secured Hedge Agreement) of a
revolving credit lender under the Credit Agreement, in its capacity as a party to a Secured Hedge Agreement. 
 “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 either generally or under specific contingencies. 

“Holder” means the Person in whose name a Note is registered on the Registrar’s books. 

  
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 “Indebtedness” means, with respect to any Person, without duplication:

 (1) any indebtedness of such Person, whether or not contingent: 

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

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease
Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until, after 30 days of
becoming due and payable, has not been paid and such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; 
 (d) representing any Hedging Obligations; or 
 (e) during a
Suspension Period only, obligations of the lessee for rental payments in respect of Sale and Lease-Back Transactions in an amount equal to the present value of such obligations during the remaining term of the lease using a discount rate equal to
the rate of interest implicit in such transaction determined in accordance with GAAP; 
 if and to the extent that any of the
foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; 

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor
or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for
collection in the ordinary course of business; and 
 (3) to the extent not otherwise included, the obligations
of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; 
 provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or
(b) obligations under or in respect of Receivables Facilities. 
 “Indenture” means this Indenture, as
amended or supplemented from time to time. 
 “Independent Financial Advisor” means an accounting, appraisal,
investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged. 

  
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 “Indirect Participant” means a Person who holds a beneficial interest in a
Global Note through a Participant. 
 “Initial Notes” has the meaning set forth in the recitals hereto.

 “Initial Purchasers” means Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., UBS Securities
LLC, Wells Fargo Securities, LLC, Macquarie Capital (USA) Inc., RBC Capital Markets, LLC and Natixis Securities Americas LLC. 

“Interest Payment Date” means March 15 and September 15 of each year to stated maturity. 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or
the equivalent) by S&P, or an equivalent rating by any other Rating Agency. 
 “Investment Grade
Securities” means: 
 (1) securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof (other than Cash Equivalents); 
 (2) debt securities
or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries; 

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and
(2) which fund may also hold immaterial amounts of cash pending investment or distribution; and 
 (4)
corresponding instruments in countries other than the United States customarily utilized for high quality investments. 

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates)
in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary
course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the
footnotes) of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary”
and Section 4.07 hereof: 
 (1) “Investments” shall include the portion (proportionate to the
Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company 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 Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to: 

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

  
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 (b) the portion (proportionate to the Company’s Equity Interest in such
Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and 

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of
such transfer, in each case as determined in good faith by the Company. 
 “Investors” means The Blackstone
Group and each of its Affiliates, but not including any of its portfolio companies. 
 “Issue Date” means
March 20, 2012. 
 “Issuers” has the meaning set forth in the recitals hereto until a successor Person or
Persons shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuers” shall mean such successor Person or Persons. 
 “Issuers’ Order” means a written request or order signed on behalf of each Issuer by an Officer of such Issuer, who must be the principal executive officer, the principal financial
officer, the treasurer, the principal accounting officer or an executive vice president of such Issuer, and delivered to the Trustee. 
 “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York. 

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the
Notes for use by such Holders in connection with the Exchange Offer. 
 “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 other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 
 “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

 “Net Loss Proceeds” means the aggregate cash proceeds received by the Issuers or any Guarantor in respect of
any Event of Loss, including insurance proceeds, condemnation awards or damages awarded by any judgment, net of (i) the direct cost in recovery of such Net Loss Proceeds (including legal, accounting, appraisal and insurance adjuster fees and
any relocation expenses incurred as a result thereof), (ii) amounts required to be applied to the repayment of Indebtedness secured by any 

  
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Permitted Lien on the asset or assets that were the subject of such Event of Loss (other than any such Permitted Lien that does not rank prior to the Second Priority Liens), and (iii) any
taxes paid or payable as a result thereof. 
 “Net Proceeds” means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of (i) 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, (ii) any relocation expenses incurred as a result thereof,
(iii) taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (iv) to the extent such Asset Sale does not involve Collateral, amounts required to be
applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and (v) any deduction of
appropriate amounts to be provided by the Company or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its
Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such
transaction. 
 “Non-U.S. Person” means a Person who is not a U.S. Person. 

“Notes” means the Initial Notes and more particularly 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 under a supplemental indenture. For purposes of this Indenture, all references to Notes to be issued or authenticated upon
transfer, replacement or exchange shall be deemed to refer to Notes of the applicable series. 
 “Obligations”
means any principal, 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 banker’s acceptances), damages and other
liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness. 

“Offering Circular” means the offering circular, dated March 13, 2012, relating to the sale of the Initial Notes.

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

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

  
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 “Opinion of Counsel” means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the Company, a Subsidiary of the Company or the Trustee. 
 “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 Additional Pari Passu Obligations” means
Additional Notes issued pursuant to this Indenture or other Indebtedness, in each case, that are secured by Second Priority Liens; provided that (i) the representative of such Permitted Additional Pari Passu Obligation executes a joinder
agreement to the Second Lien Security Agreement and the Intercreditor Agreement, in each case in the form attached thereto, agreeing to be bound thereby and (ii) the Company has designated such Indebtedness as “Second Lien Debt” under
the Second Lien Security Agreement and the Intercreditor Agreement. 
 “Permitted Asset Swap” means the
concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided, that any cash
or Cash Equivalents received must be applied in accordance with Section 4.10 hereof. 
 “Permitted
Holders” means each of the Investors and members of management of the Company (or its direct parent) on the Issue Date who are holders of Equity Interests of the Company (or any of its direct or indirect parent companies) and any group
(within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the
existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent
companies. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its
Affiliates, constitute an additional Permitted Holder. 
 “Permitted Investment” means: 

(1) any Investment in the Company or any of its Restricted Subsidiaries; 

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

(3) any Investment by the Company or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business
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 or consolidated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, 
 and,
in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; 

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

(5) any Investment existing on the Issue Date; 

(6) any Investment acquired by the Company or any of its Restricted Subsidiaries: 

(a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in
connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or 
 (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

 (7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof; 

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments
made pursuant to this clause (8) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to
subsequent changes in value); 
 (9) Investments the payment for which consists of Equity Interests (exclusive of
Disqualified Stock) of the Company, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of
Section 4.07(a)(IV) hereof; 
 (10) guarantees of Indebtedness of the Company and any Restricted Subsidiary
permitted under Section 4.09 hereof; 
 (11) any transaction to the extent it constitutes an Investment that
is permitted and made in accordance with the provisions of Section 4.12(b) hereof (except transactions described in clauses (2), (5) and (9) of Section 4.12(b) hereof); 

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment; 

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant
to this clause (13) 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 3.5% of Total Assets
at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 

(14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Company are necessary
or advisable to effect any Receivables Facility; 

  
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 (15) advances to, or guarantees of Indebtedness of, employees not in excess
of $10.0 million outstanding at any one time, in the aggregate; 
 (16) loans and advances to officers,
directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity
Interests of the Company or any direct or indirect parent company thereof; and 
 (17) loans and advances to
independent sales persons against commissions not in excess of $15.0 million outstanding at any one time, in the aggregate. 

“Permitted Liens” means, with respect to any Person (and, in each case, including Liens on Collateral): 

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits
of cash or U.S. government bonds to secure surety 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, in each case incurred in the ordinary course of business;

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

(4) (4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory
requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; 
 (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar
purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do
not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; 
 (6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) of Section 4.09(b) hereof (including, during any Suspension Period, Indebtedness of the type and in the amounts
specified under such clause); 

  
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 (7) Liens existing on the Issue Date; 

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

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another
Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof; 
 (11) customary
Liens securing Hedging Obligations entered into in the ordinary course of business by an Issuer or its Restricted Subsidiaries; 
 (12) (12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account
of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 
 (13) leases,
subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries and do not secure any
Indebtedness; 
 (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating
leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business; 
 (15)
Liens in favor of the Company, the Co-Issuer or any Guarantor; 
 (16) Liens on equipment of the Company or any
of its Restricted Subsidiaries granted in the ordinary course of business to the Company’s clients; 
 (17)
Liens on accounts receivable and related assets incurred in connection with a Receivables Facility; 
 (18) Liens
to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses
(7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by
such Lien at such time is not increased to any amount greater than the sum of (i) the 

  
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outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (7), (8) and (9) 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, related to such refinancing, refunding, extension, renewal or replacement; 

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

(20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $65.0
million at any one time outstanding; 
 (21) Liens securing Indebtedness of any Foreign Subsidiary permitted to
be incurred under this Indenture, to the extent such Liens relate only to the assets and properties of such Foreign Subsidiary; 
 (22) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 6.01(a) hereof so long as such Liens are adequately bonded and any
appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired; 

(23) 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 in the ordinary course of business; 
 (24) Liens (i) 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, (ii) attaching to commodity trading accounts or other commodity brokerage accounts
incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking
industry; 
 (25) Liens deemed to exist in connection with Investments in repurchase agreements permitted under
Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 
 (26) 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; 
 (27) Liens that are contractual rights of set-off (i) relating
to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of
overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its
Restricted Subsidiaries in the ordinary course of business; 

  
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 (28) during a Suspension Period only, Liens securing Indebtedness (other
than Indebtedness that is secured equally and ratably with (or on a basis subordinated to) the Notes), including Indebtedness represented by Sale and Lease-Back Transactions, in an amount not to exceed 5% of Total Assets at any one time outstanding;

 (29) Liens on Collateral securing any Indebtedness incurred pursuant to Section 4.09 hereof; provided
that such Liens on Collateral described in this clause (29) are junior in priority to the Liens securing the Notes and the Guarantees; and 
 (30) Liens on the Collateral granted under the Security Documents in favor of the Second Lien Agent to secure the Notes and the Guarantees. 

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. 

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint
stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
 “Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up. 

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued
under this Indenture, except where otherwise permitted by the provisions of this Indenture. 
 “QIB” means a
“qualified institutional buyer” as defined in Rule 144A. 
 “Qualified Proceeds” means assets that
are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Company in good faith. 

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

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

  
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 “Receivables Subsidiary” means any Subsidiary formed for the purpose of,
and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto. 

“Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means
March 1 or September 1 (whether or not a Business Day) next preceding such Interest Payment Date. 

“Registration Rights Agreement” means the Registration Rights Agreement with respect to the Notes dated as of the Issue
Date, among the Issuers, the Guarantors and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements among the Issuers
and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuers to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

 “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 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. 

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

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business,
provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a
Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary. 

“Responsible Officer” means, when used with respect to the Trustee, 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. 

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

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

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

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including the Co-Issuer
and any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the
definition of “Restricted Subsidiary.” 
 “Reversion Date” means on any date subsequent to a
Suspension Date, one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating. 
 “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, a division of The McGraw-Hill Companies, Inc., and any successor to its
rating agency business. 
 “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by
the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing.

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

“Second Lien Agent” means The Bank of New York Mellon, as second lien collateral agent, together with any successor
thereto. 
 “Second Lien Obligations” means the Indebtedness incurred and Obligations under this Indenture and
any Permitted Additional Pari Passu Obligations. 
 “Second Lien Security Agreement” means the second lien
security agreement dated as of the Issue Date among the Second Lien Agent, the Issuers and the Guarantors granting, among other things, a Second Priority Lien on the Collateral, subject to Permitted Liens, in each case in favor of the Second Lien
Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations, as amended, modified, restated, supplemented or replaced from time to time in accordance with
its terms. 

  
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 “Second Priority Liens” means the second priority Liens on the Collateral
securing the Second Lien Obligations. 
 “Secured Hedge Agreement” has the meaning given to it in the Credit
Agreement. 
 “Secured Indebtedness” means any Indebtedness of the Company or any of its Restricted
Subsidiaries secured by a Lien. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder. 
 “Security Documents” means the Intercreditor Agreement
and the agreements pursuant to which security interests in the Collateral are granted to secure the Notes and the Guarantees from time to time, including the Second Lien Security Agreement. 

“Senior Credit Facilities” means the Credit Facility under the Credit Agreement. 

“Senior Indebtedness” means: 
 (1) all Indebtedness of the Issuers or any Guarantor outstanding under the Senior Credit Facilities (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding
or for reorganization of the Issuers or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees,
expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuers or any Guarantor to reimburse any bank or other Person
in respect of amounts paid under letters of credit, acceptances or other similar instruments; 
 (2) all Hedging
Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to
such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture; 
 (3) any other Indebtedness of the Issuers or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides
that it is subordinate in right of payment to the Notes or any related Guarantee; and 
 (4) all Obligations with
respect to the items listed in the preceding clauses (1), (2) and (3); 
 provided, however, that Senior Indebtedness shall
not include: 
 (a) any obligation of such Person to the Issuers or any of their Subsidiaries; 

(b) any liability for federal, state, local or other taxes owed or owing by such Person; 

  
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 (c) any accounts payable or other liability to trade creditors arising in
the ordinary course of business; 
 (d) any Indebtedness or other Obligation of such Person which is subordinate
or junior in any right of payment to any other Indebtedness or other Obligation of such Person; or 
 (e) that
portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture; provided, however that such Indebtedness shall be deemed not to have been incurred in violation of this Indenture for purposes of
this clause if such Indebtedness consists of Senior Credit Facilities, and the holder(s) of such Indebtedness or their agent or representative (i) had no actual knowledge at the time of incurrence that the incurrence of such Indebtedness
violated this Indenture and (ii) shall have received a certificate from an Officer of the Company to the effect that the incurrence of such Indebtedness does not violate the provisions of this Indenture. 

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

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

“Similar Business” means any business conducted or proposed to be conducted by the Company and its Restricted
Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto. 

“Sponsor Management Agreement” means the management agreement between certain of the management companies associated
with the Investors and the Company and/or one of its direct or indirect parent companies as in effect on the Issue Date. 

“Subordinated Indebtedness” means, with respect to the Notes, 

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

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such
entity of the Notes 
 “Subsidiary” means, with respect to any Person: 

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

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

(1) Section 4.07; 
 (2) Section 4.08; 
 (3) Section 4.09; 

(4) Section 4.10; 
 (5) Section 4.12; 
 (6) Section 4.15; 

(7) Section 4.16; and 
 (8) Section 5.01(a)(4). 
 “Suspension Date” means a date
upon which a Covenant Suspension Event occurs. 
 “Suspension Period” means the period of time between the
Suspension Date and the Reversion Date. 
 “Total Assets” means the total assets of the Company, except where
expressly provided otherwise, and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of such other Person. 
 “Transactions” means the acquisition contemplated by the Transaction Agreement and related financings. 
 “Transaction Agreement” means the Equity Interest Purchase Agreement, dated as of March 14, 2011, by and among Ricko International LLC d/b/a Dr. Comfort, Ricko Holding
Corporation, Merit Mezzanine Fund IV, L.P., Merit Mezzanine Parallel Fund IV, L.P., the members of Ricko International, LLC parties thereto and DJO LLC, as the same may be amended prior to the Issue 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 

  
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longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to March 15, 2015; provided, however, that if
the period from the Redemption Date to March 15, 2015 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-777bbbb).

 “Trustee” means The Bank of New York Mellon, as trustee, until a successor replaces it in accordance with
the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted
Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend. 
 “Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached hereto, that bears the Global Note Legend and that has the
“Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

 “Unrestricted Subsidiary” means: 

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

The Company may designate any Subsidiary of the Company, other than the Co-Issuer (including any existing Subsidiary and any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the
Company (other than solely any Subsidiary of the Subsidiary to be so designated); provided that 
 (1) any
Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a
similar function are owned, directly or indirectly, by the Company; 
 (2) such designation complies with
Section 4.07 hereof; and 
 (3) each of: 

(a) the Subsidiary to be so designated; and 

(b) its Subsidiaries 
 has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which
the lender has recourse to any of the assets of the Company or any Restricted Subsidiary. 

  
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 The Company 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 Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof; or 

(2) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for
the Company and its Restricted Subsidiaries immediately prior to such designation, 
 in each case on a pro forma basis taking into
account such designation. 
 Any such designation by the Company shall be notified by the Company to the Trustee by promptly
filing with the Trustee a copy of the resolution of the board of directors of the Company or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing
provisions. 
 “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time
entitled to vote in the election of the board of directors 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 redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by 

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

	 	Section 1.02	Other Definitions. 

  

			
	 Term
	  	Defined in
Section
		
	 “Acceptable Commitment”
	  	4.10
	 “Affiliate Transaction”
	  	4.12
	 “Asset Sale Offer”
	  	4.10
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.15
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Payment Date”
	  	4.15
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03


  
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	 Term
	  	Defined in
Section
		
	 “Event of Default”
	  	6.01
	 “Excess Loss Proceeds”
	  	4.11
	 “Excess Proceeds”
	  	4.10
	 “incur”
	  	4.09
	 “Legal Defeasance”
	  	8.02
	 “Loss Proceeds Offer”
	  	4.11
	 “Note Register”
	  	2.03
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Pari Passu Indebtedness”
	  	4.10
	 “Paying Agent”
	  	2.03
	 “Payment Discharge”
	  	15.02
	 “Purchase Date”
	  	3.09
	 “Redemption Date”
	  	3.07
	 “Refinancing Indebtedness”
	  	4.09
	 “Refunding Capital Stock”
	  	4.07
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07
	 “Second Commitment”
	  	4.10
	 “Successor Company”
	  	5.01
	 “Successor Person”
	  	5.01
	 “Treasury Capital Stock”
	  	4.07

  

	 	Section 1.03	Incorporation by Reference of Trust Indenture Act. 

 Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. 

The following Trust Indenture Act terms used in this Indenture have the following meanings: 

“indenture securities” means the Notes; 
 “indenture security Holder” means a Holder of a Note; 
 “indenture
to be qualified” means this Indenture; 
 “indenture trustee” or “institutional trustee” means the
Trustee; and 
 “obligor” on the Notes and the Guarantees means the Issuers and the Guarantors, respectively, and any
successor obligor upon the Notes and the Guarantees, respectively. 
 All other terms used in this Indenture that are defined by
the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them. 

  
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	 	Section 1.04	Rules of Construction. 


Unless the context otherwise requires: 
 (a) a term has the meaning assigned to it; 
 (b) an accounting term
not otherwise defined has the meaning assigned to it in accordance with GAAP; 
 (c) “or” is not
exclusive; 
 (d) “including” means including without limitation; 

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

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

(g) provisions apply to successive events and transactions; 

(h) 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; 
 (i) 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; and 

(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. 
  

	 	Section 1.05	Acts of Holders. 

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

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

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every
future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance
thereon, whether or not notation of such action is made upon such Note. 
 (e) The Issuers may, in the circumstances permitted
by the Trust Indenture Act, 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 hereunder with regard to any particular Note may do so with
regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by
a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. 

(g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or
take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC as the Holder of a Global Note
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 fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to
make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is
fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not
such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date. 

 

	 	Section 1.06	Timing of Payment. 


Notwithstanding anything herein to the contrary, if the date on which any payment is to be made pursuant to this Indenture or the Notes is
not a Business Day, the payment otherwise payable on 

  
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such date shall be payable on the next succeeding Business Day with the same force and effect as if made on such scheduled date and (provided such payment is made on such succeeding Business Day)
no interest shall accrue on the amount of such payment from and after such scheduled date to the time of such payment on such next succeeding Business Day and the amount of any such payment that is an interest payment will reflect accrual only
through the original payment date and not through the next succeeding Business Day. 
 ARTICLE 2 

THE NOTES 
  

	 	Section 2.01	Form and Dating; Terms. 


(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in
excess thereof. 
 (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 Exchanges 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 Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the
“Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal
amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

 (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 for the Depositary, and registered in the name of the Depositary or the nominee of the
Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the
Trustee of: 
 (i) a written certificate from the Depositary, if available, together with copies of certificates
from Euroclear and Clearstream, if available, certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any
beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note
bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and 

  
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 (ii) an Officer’s Certificate from the Issuers. 

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for
beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note.
The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee,
as the case may be, in connection with transfers of interest as hereinafter provided. 
 (d) Terms. The aggregate
principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. 
 The terms and provisions
contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the 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 shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer or Loss Proceeds Offer as provided in
Section 4.10 hereof or a Change of Control Offer as provided in Section 4.15 hereof. The Notes shall not be redeemable, other than as provided in Article 3 hereof. 

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 Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuers’
ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture. 

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

	 	Section 2.02	Execution and Authentication. 

 At least one Officer of each Issuer shall execute the Notes on behalf of such Issuer by manual or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. 

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated
substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.


  
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 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 an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an
aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder. 

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 an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented
for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional
paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. 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. The Company or any of its
Subsidiaries may act as Paying Agent or Registrar. 
 The Issuers initially appoint The Depository Trust Company
(“DTC”) to act as Depositary with respect to the Global Notes. 
 The Issuers initially appoint the Trustee to
act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes. 
  

	 	Section 2.04	Paying Agent to Hold Money in Trust. 

 The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying
Agent for the payment of principal, premium, if any, or Additional Interest, 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) shall have no further liability for the money. If an Issuer or a Subsidiary 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
Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not
the Registrar, the Issuers shall furnish to the Trustee at least five Business Days before each Interest Payment Date and at such other times as the Trustee may 

  
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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 and the Issuers shall otherwise comply with
Trust Indenture Act Section 312(a). 
  

	 	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 Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless
(i) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) 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 or (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above,
Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary
procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or
(ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 
 (b) Transfer and Exchange of
Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.
Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall
require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note
may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however,
that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).
Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to
the Registrar to effect the transfers described in this Section 2.06(b)(i). 
 (ii) All Other Transfers
and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the
Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be


  
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credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the
Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the
Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange
of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange
Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal
delivered by the Holder of such beneficial interests in the Restricted Global Notes. 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) hereof. 
 (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form
of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following: 

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or 
 (B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications in item (2) thereof. 
 (iv) Transfer and Exchange of Beneficial Interests
in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a
Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 

  
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 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange
Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar
receives the following: 
 (1) 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

 (2) 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 such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and
in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

If any such transfer is effected pursuant to subparagraph (B) or (D) 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 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount
equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 
 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

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

(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 clauses (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in
the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
 (B) if
such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

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

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

(E) if such beneficial interest is being transferred to the Company or any of its Restricted Subsidiaries, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto,
including the certifications in item (3)(c) thereof, 
 the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any
Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

 (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding
Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior
to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 903 or Rule 904. 
 (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 subsection (i) or (ii) of Section 2.06(a) hereof and if: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person
participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 

  
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 (B) such transfer is effected pursuant to the Shelf Registration Statement
in accordance with the Registration Rights Agreement; 
 (C) such transfer is effected by a Broker-Dealer
pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 

(D) the Registrar receives the following: 

(1) 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 

(2) 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 such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are
no longer required in order to maintain compliance with the Securities Act. 
 (iv) Beneficial Interests in Unrestricted
Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who
takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii)
hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person
designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive
Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend. 

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

(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; 

  
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 (B) if such Restricted Definitive Note is being transferred to a QIB in
accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of
Exhibit B hereto, including the certifications in item (2) thereof; 
 (D) if such Restricted
Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications
in item (3)(a) thereof; 
 (E) if such Restricted Definitive Note is being transferred to the Company or any
of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the
Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note,
in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note. 
 (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted
Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: 

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) such
transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 

  
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 (D) the Registrar receives the following: 

(1) 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 

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

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

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B),
(ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e),
the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a
written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of this Section 2.06(e): 
 (i)
Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar
receives the following: 
 (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then
the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

  
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 (B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or 
 (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications required by item (3) thereof, if applicable. 

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

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the
Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) any such
transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 

(D) the Registrar receives the following: 

(1) 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 
 (2) 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 such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 

  
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 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the
Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer. Upon the
occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or
more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal or
through an Agent’s Message through the DTC Automated Tender Offer Program that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in
Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by
Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the
Issuers, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall
execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation
of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture. 
 (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: 
 “THIS NOTE AND THE
GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE OFFERED, 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 NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE 

  
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LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF
THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
(C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” DEFINED IN RULE 144A THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.” 

(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), (e)(iii) or (f) 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 

  
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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 (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

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

(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
hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and
if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

  
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 (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 hereof or at the Registrar’s request. 
 (ii) 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 the Issuers may require
payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07,
2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). 
 (iii) Neither the Registrar nor the Issuers shall be required to register the
transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
 (iv) 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. 
 (v) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection
of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date. 
 (vi) 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 premium, if any) and interest (including Additional Interest, if any) 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. 
 (vii) Upon surrender for registration of transfer of any Note at the office or agency of
the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized
denomination or denominations of a like aggregate principal amount. 
 (viii) At the option of the Holder, Notes may be
exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for
exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

 (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 facsimile. 

  
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	 	Section 2.07	Replacement Notes. 

 If
any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives 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 requirements are met. If required by the Trustee or the Issuers, 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 replaced. The Issuers and the Trustee may charge for their expenses in replacing a Note.

 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 hereunder. 
  

	 	Section 2.08	Outstanding Notes. 

 The
Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the
provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because an Issuer or an Affiliate of an Issuer holds the Note. 

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Note is held by a bona fide purchaser. 
 If the principal amount of any Note is considered paid under
Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
 If the Paying Agent (other than an
Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes 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 knows are so owned shall be so disregarded. Notes so owned which have been
pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not an Issuer or
any obligor upon the Notes or any Affiliate of an Issuer or of such other obligor. 
  

	 	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 

  
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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 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 destroy cancelled Notes (subject to the record retention
requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for
cancellation. 
  

	 	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 the Persons who are Holders on a subsequent special
record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. 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 Trustee shall fix or cause to be fixed each such special
record date and payment date; provided that no such special record date shall be less than ten days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuers of such special record date. 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, 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 and ISIN Numbers 


The Issuers in issuing the Notes may use CUSIP and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP
and/or ISIN numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the 

  
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correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee of any change in the CUSIP or the ISIN numbers. 

ARTICLE 3 

REDEMPTION 
  

	 	Section 3.01	Notices to Trustee. 

 If
the Issuers elect to redeem Notes pursuant to Section 3.07 hereof, they shall furnish to the Trustee, at least two Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to
Section 3.03 hereof but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall
occur, (ii) the redemption date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price. 
  

	 	Section 3.02	Selection of Notes to Be Redeemed or Purchased. 

 If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any
national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis or, to the extent that selection on a pro rata basis is not
practicable, by lot or by such other similar method in accordance with the procedures of DTC. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided
herein, not less than 30 days nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase. 
 The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount
thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in an integral multiple of $1,000 (but in a minimum amount of $2,000); no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder
are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000 (or a minimum amount of $2,000), shall be redeemed or purchased. Except as provided in the preceding sentence, provisions
of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 
  

	 	Section 3.03	Notice of Redemption. 


Subject to Section 3.09 hereof, the Issuers shall mail or cause to be mailed by first-class mail or delivered by electronic
transmission notices of redemption at least 30 days but not more than 60 days prior to the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60
days prior to a redemption date if the notice is issued in connection with Article 8 or Article 13 hereof. Except as set forth in Section 3.07(b) hereof, notices of redemption may not be conditional. 

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

(a) the redemption date; 
 (b) the redemption price; 
 (c) if any Note is to be redeemed in
part only, the portion of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note
representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes 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; 

(h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or
printed on the Notes; and 
 (i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any
condition to such redemption. 
 At the Issuers’ request, the Trustee shall give the notice of redemption in the names of
the Issuers’ and at their expense; provided that the Issuers shall have delivered to the Trustee, at least two Business Days before notice of redemption is required to be mailed or caused to be mailed or delivered by electronic
transmission to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph. 
  

	 	Section 3.04	Effect of Notice of Redemption. 

 Once notice of redemption is mailed or delivered by electronic transmission in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price (except as provided for in Section 3.07(b) hereof). 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 any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to
Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption. 

  
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	 	Section 3.05	Deposit of Redemption or Purchase Price. 

 Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of
and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or 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 or purchased. 
 If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for
redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose
name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
  

	 	Section 3.06	Notes Redeemed or Purchased in Part. 

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

  

	 	Section 3.07	Optional Redemption. 

 (a)
At any time prior to March 15, 2015, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days prior notice mailed by first-class mail or delivered by electronic transmission to the registered address of
each Holder or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 

(b) Until March 15, 2015, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Notes issued by
them at a redemption price equal to 108.750% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record
on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes originally issued
under this Indenture and any Additional Notes that are Notes issued under this Indenture after the Issue Date (excluding Notes and Additional Notes held by the Issuers or Subsidiaries or 

  
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Affiliates of the Issuers) remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date
of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions
precedent, including, but not limited to, the completion of the related Equity Offering. 
 (c) Except pursuant to
clause (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to March 15, 2015. 
 (d) On and after March 15, 2015, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days prior notice by first-class mail, postage prepaid, or by electronic
transmission with a copy to the Trustee, to each Holder at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC with a copy to the Trustee, 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 and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on March 15 of each of the years indicated below: 

 

					
	 Year
	  	Percentage	 
		
	 2015
	  	 	104.375	% 
	 2016
	  	 	102.188	% 
	 2017
	  	 	100.000	% 

 (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof. 
  

	 	Section 3.08	Mandatory Redemption. 


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

 

	 	Section 3.09	Offers to Repurchase by Application of Excess Proceeds. 

 (a) In the event that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence an Asset Sale Offer, or, pursuant to Section 4.11 hereof, the Issuers shall be required to
commence a Loss Proceeds Offer, they shall follow the procedures specified below. 
 (b) The Asset Sale Offer or the Loss
Proceeds Offer, as applicable, 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 or Excess Loss Proceeds , as applicable (the “Offer Amount”) to the purchase of Notes
and, if required, 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 or the Loss Proceeds
Offer, as applicable. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. 

  
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 (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 and Additional 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 or the Loss Proceeds Offer, as applicable. 
 (d) Upon the commencement of an Asset Sale Offer or a Loss Proceeds Offer, as applicable, the Issuers shall send, by first-class mail or by electronic transmission, a notice to each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or the Loss Proceeds Offer, as applicable. The Asset Sale Offer or the Loss Proceeds
Offer, as applicable, shall be made to all Holders and holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer or the Loss Proceeds Offer, as applicable, shall state: 

(i) that the Asset Sale Offer or the Loss Proceeds Offer, as applicable, is being made pursuant to this Section 3.09
and Section 4.10 or Section 4.11 hereof and the length of time the Asset Sale Offer or the Loss Proceeds Offer, as applicable, shall remain open; 
 (ii) the Offer Amount, the purchase price and the Purchase Date; 

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

(iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale
Offer or the Loss Proceeds Offer, as applicable, shall cease to accrue interest after the Purchase Date; 
 (v)
that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or the Loss Proceeds Offer, as applicable, may elect to have Notes purchased in integral multiples of $1,000 (but in a minimum amount of $2,000); 

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer or the Loss Proceeds Offer, as
applicable, 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 any of the Issuers, the Depositary or the Paying Agent,
as the case may be, receives, not later than the expiration of the Offer Period, a telegram, 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 such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted
value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof,
shall be purchased); and 

  
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 (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 the Loss Proceeds Offer, as applicable, 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 (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for
the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note
shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. 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 or the Loss Proceeds Offer, as applicable, on or as soon as practicable after the Purchase Date. 
 Other than
as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof. 

ARTICLE 4 

COVENANTS 
  

	 	Section 4.01	Payment of Notes. 

 The
Issuers shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, 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 noon Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then due. 
 The Issuers shall pay all Additional Interest, if
any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 
 The Issuers shall pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; they shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful. 

  
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	 	Section 4.02	Maintenance of Office or Agency. 

 The Issuers shall maintain in the Borough of Manhattan in the City of New York an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where
Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the 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 its obligation to maintain an office or agency in the Borough of Manhattan in the City of New York for such purposes. 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 hereof. 
  

	 	Section 4.03	Reports and Other Information. 

 (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided
for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Company shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within
15 days after the Company files them with the SEC) from and after the Issue Date, 
 (1) within 90 days
(or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any
successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; 
 (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in
Form 10-Q, or any successor or comparable form; 
 (3) promptly from time to time after the occurrence of an
event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and 
 (4) any other information, documents and other reports that the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; 

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Company shall not
be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee
and the Holders 

  
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of the Notes, in each case within 15 days after the time the Company would be required to file such information with the SEC, if it were subject to Section 13 or 15(d) of the Exchange Act.
In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (b) In the event that any direct or indirect parent company
of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent company;
provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its
Restricted Subsidiaries on a standalone basis, on the other hand. 
 (c) Notwithstanding the foregoing, the requirements of this
Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement (1) by the filing with the SEC of the Exchange Offer Registration Statement or Shelf
Registration Statement (or any other registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act or (2) by posting reports that would be required to be filed
substantially in the form required by the SEC on the Company’s website (or on the website of any of its parent companies) or providing such reports to the Trustee, with financial information that satisfied Regulation S-X of the Securities Act,
subject to exceptions consistent with the presentation of financial information in the Offering Circular, to the extent filed within the times specified above. 
  

	 	Section 4.04	Compliance Certificate. 


(a) Each Issuer and Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the
Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of such
Issuer and, in the case of the Company, its Restricted Subsidiaries, during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether such Issuer has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge such Issuer has kept, observed, performed and fulfilled each and every condition and covenant
contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may
have knowledge and what action such Issuer is taking or proposes to take with respect thereto). 
 (b) When any Default has
occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuers or any of their respective Subsidiaries gives any notice or takes any other action with respect to a claimed
Default, the Issuers shall promptly (which shall be no more than five Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuers
propose to take with respect thereto. 

  
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	 	Section 4.05	Taxes. 

 The Company shall
pay, and the Company shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or
where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 
  

	 	Section 4.06	Stay, Extension and Usury Laws. 

 Each of the Issuers and the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each of 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) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 
 (I) declare or pay any dividend or make any payment or distribution on account of the Company’s, or any of its Restricted Subsidiaries’ Equity Interests, including, without limitation, payable
in connection with any merger or consolidation other than: 
 (A) dividends or distributions by the Company
payable solely in Equity Interests (other than Disqualified Stock) of the Company; 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, the
Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities; 

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company, or any direct
or indirect parent of the Company, including, without limitation, in connection with any merger or consolidation; 
 (III) make any principal payment on, or 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, other than (a) Indebtedness permitted under clauses (7) and (8) of the covenant described under Section 4.09 hereof (other than, in the event any Default has occurred and is continuing, Indebtedness
owing to any Restricted Subsidiary that is not a Guarantor) or (b) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final
maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or 

  
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 (IV) make any Restricted Investment 

(all such payments and other actions set forth in clauses (I) through (IV) above (other than any exceptions thereof) being collectively referred to
as “Restricted Payments”), unless, at the time of such Restricted Payment: 
 (1) no Default or
Event of 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 Company could incur $1.00 of additional Indebtedness under Section 4.09(a) hereof; and 

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and
its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (6)(c), (9) and
(14) (to the extent not deducted in calculating Consolidated Net Income) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication):

 (a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period)
beginning September 30, 2007, to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for
such period is a deficit, minus 100% of such deficit; plus 
 (b) 100% of the aggregate net cash proceeds
and the fair market value, as determined in good faith by the Company, of marketable securities or other property received by the Company since immediately after November 20, 2007 (other than net cash proceeds to the extent such net cash
proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12)(a) of Section 4.09(b) hereof) from the issue or sale of: 

(i) (A) Equity Interests of the Company, including Treasury Capital Stock, but excluding cash proceeds and the fair
market value, as determined in good faith by the Company, of marketable securities or other property received from the sale of: 
 (x) Equity Interests to employees, directors or consultants of the Company, any direct or indirect parent company of the Company and the Company’s Subsidiaries after November 20, 2007 to the
extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and 
 (y) Designated Preferred Stock; and 
 (B) to the extent such net
cash proceeds are actually contributed to the Company as equity (other than Disqualified Stock), Equity Interests of any of the Company’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated
Preferred Stock of any such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof); or 

  
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 (ii) debt securities of the Company that have been converted into or
exchanged for such Equity Interests of the Company; 
 provided, however, that this clause (b) shall not
include the proceeds from (W) Refunding Capital Stock, (X) Equity Interests or debt securities of the Company sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into
Disqualified Stock or (Z) Excluded Contributions; plus 
 (c) 100% of the aggregate amount of cash
and the fair market value, as determined in good faith by the Company, of marketable securities or other property contributed to the capital of the Company (other than as Disqualified Stock) after November 20, 2007 (other than (i) net cash
proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (12) of Section 4.09(b) hereof, (ii) contributions from a Restricted Subsidiary or
(iii) any Excluded Contribution); plus 
 (d) 100% of the aggregate amount received in cash and the
fair market value, as determined in good faith by the Company, of marketable securities or other property received by the Issuer or any Restricted Subsidiary by means of: 

(i) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made
by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted
Investments by the Company or its Restricted Subsidiaries, in each case after November 20, 2007; or 
 (ii)
the sale (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution or dividend from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted
Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment) after November 20, 2007; plus 

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after November 20,
2007, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Company in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $20.0 million, in writing by an
Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Company or
a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment. 
 (b) The foregoing provisions of Section 4.07(a) hereof shall not prohibit: 
 (1) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;


  
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 (2) (a) the redemption, repurchase, retirement or other acquisition of any
Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Company or any Equity Interests of any direct or indirect parent company of the Company, in exchange for, or out of the proceeds of the substantially
concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Company or any direct or indirect parent company of the Company to the extent contributed to the Company (in each case, other than any Disqualified Stock or
Designated Preferred Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this
Section 4.07(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct
or indirect parent company of the Company) in an aggregate amount no greater than the aggregate amount per year of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement; 

(3) the redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness of the Issuers
or a Guarantor made in exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuers or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:

 (a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the
principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium to be paid
(including reasonable premiums) and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness; 
 (b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased,
acquired or retired for value; 
 (c) such new Indebtedness has a final scheduled maturity date equal to or later
than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired; and 
 (d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased,
defeased, acquired or retired; 
 (4) a Restricted Payment to pay for the repurchase, redemption or other
acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Company or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Company, any of
its Restricted Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, including any Equity Interests rolled over by


  
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management of the Company in connection with the DJO Acquisition; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any
calendar year $10.0 million (which shall increase to $20.0 million subsequent to the consummation of an underwritten public Equity Offering by the Company or any direct or indirect parent corporation of the Company) (with unused amounts in any
calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $20.0 million in any calendar year (which shall increase to $40.0 million subsequent to the consummation of
an underwritten public Equity Offering by the Company or any direct or indirect parent of the Company)); provided further that such amount in any calendar year may be increased by an amount not to exceed: 

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent
contributed to the Company, Equity Interests of any of the Company’s direct or indirect parent companies, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect
parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been and are not thereafter applied to the payment of Restricted Payments by virtue of clause (3) of
Section 4.07(a) hereof or otherwise; plus 
 (b) the cash proceeds of key man life insurance policies
received by the Company or its Restricted Subsidiaries after the Issue Date; less 
 (c) the amount of any
Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4); 

and provided further that cancellation of Indebtedness owing to the Company or any of its Restricted Subsidiaries from
members of management of the Company, any of the Company’s direct or indirect parent companies or any of the Company’s Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent
companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture; 
 (5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any of its Restricted Subsidiaries and of Preferred Stock of any Restricted
Subsidiary issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges”; 
 (6) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company after the Issue Date; 

(b) the declaration and payment of dividends to a direct or indirect parent company of the Company, the proceeds of which
will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of dividends paid
pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock; or 

  
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 (c) the declaration and payment of dividends on Refunding Capital Stock that
is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b); 
 provided, however, in the case of each of (a) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro
forma basis, the Company and its Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00; 
 (7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the 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 2.0% of Total Assets at the time of such Investment (with the fair market value of
each Investment being measured at the time made and without giving effect to subsequent changes in value); 
 (8)
repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 

(9) the declaration and payment of dividends on the Company’s common stock (or the payments of dividends to any
direct or indirect parent entity to fund payments of dividends on such entity’s common stock), following the consummation of an underwritten public offering of the Company’s common stock or the common stock of any of its direct or indirect
parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Company in or from any such public offering, other than public offerings with respect to the Company’s common stock
registered on Form S-8 and other than any public sale constituting an Excluded Contribution; 
 (10) Restricted
Payments in any amount that do not in the aggregate exceed all Excluded Contributions made since the Issue Date; 

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to
this clause (11) not to exceed 1.75% of Total Assets at the time made; 
 (12) distributions or payments of
Receivables Fees; 
 (13) any Restricted Payment made as part of the Transactions, and the fees and expenses
related thereto, or used to fund amounts owed to Affiliates (including dividends to any direct or indirect parent of the Company to permit payment by such parent of such amounts), in each case to the extent permitted by (or, in the case of a
dividend to fund such payment, to the extent such payment, if made by the Company, would be permitted by) Section 4.12 hereof; 
 (14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness in accordance with the provisions similar to those described under Sections 4.10 and
Section 4.15 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer, Asset Sale Offer or Loss Proceeds Offer, as applicable, have been repurchased, redeemed or acquired for value; 

  
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 (15) the declaration and payment of dividends by the Company to, or the
making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication, 
 (a) franchise and excise taxes and other fees, taxes and expenses, in each case to the extent required to maintain their corporate existence; 

(b) federal, state, foreign and local income taxes, to the extent such income taxes are attributable to the income of the
Company and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries;
provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year
were the Company, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity; 

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

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Company to
the extent such costs and expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and 
 (e) fees and expenses other than to Affiliates of the Company related to any unsuccessful equity or debt offering of such parent entity; and 

(16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a
Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents or were contributed to such Unrestricted Subsidiary in anticipation of such distribution,
dividend or other payment); 
 provided, however, that at the time of, and after giving effect to, any Restricted Payment
permitted under clauses (7), (11) and (16) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof. 
 (c) The Company shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes
of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted
Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation shall be permitted only if a Restricted 

  
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Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (7), (10) or (11) of Section 4.07(b) hereof, or
pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 
  

	 	Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 

 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors 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 that is not a Guarantor to: 
 (1) (A) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by,
its profits, or 
 (B) pay any liabilities owed to the Company or any of its Restricted Subsidiaries; 

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

(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

 (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by
reason of: 
 (1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the
Senior Credit Facilities and the related documentation and Hedging Obligations and pursuant to the terms of the Existing Senior Subordinated Notes and the Existing Senior Notes; 

(2) this Indenture and the Notes; 
 (3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property
so acquired; 
 (4) applicable law or any applicable rule, regulation or order; 

(5) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiaries in existence at
the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or
assets of the Person and its Subsidiaries, so acquired; 
 (6) contracts for the sale of assets, including
customary restrictions with respect to a Subsidiary of the Company pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary; 

  
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 (7) Secured Indebtedness otherwise permitted to be incurred pursuant to
Section 4.09 hereof and Section 4.13 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness; 
 (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; 

(9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent
to the Issue Date pursuant to the provisions of Section 4.09 hereof; 
 (10) customary provisions in joint
venture agreements and other similar agreements relating solely to such joint venture; 
 (11) customary
provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business; 
 (12) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b); provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, no more restrictive 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; and 
 (13) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Company are necessary or advisable to effect the transactions contemplated under such
Receivables Facility. 
  

	 	Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 


(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired
Indebtedness) and the Company 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 Company may incur
Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred
Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Company and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on
which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.


  
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 (b) The provisions of Section 4.09(a) hereof shall not apply to: 

(1) the incurrence of Indebtedness under Credit Facilities by the Company or any of its Restricted Subsidiaries and the
issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount
of $1,325.0 million outstanding at any one time; 
 (2) the incurrence by the Company and any Guarantor of
Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes) and any notes (including guarantees thereof) issued in exchange for the Notes pursuant to the Registration Rights Agreement or similar agreement;

 (3) Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than
Indebtedness described in clauses (1) and (2) of this Section 4.09(b)); 
 (4) Indebtedness
(including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Company or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment (other than
software) that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount at the date of such incurrence (including all Refinancing
Indebtedness incurred to refinance any other Indebtedness incurred pursuant to this Section 4.09(b)(4)) not to exceed 4.0% of Total Assets; provided, however, that such Indebtedness exists at the date of such purchase or
transaction or is created within 270 days thereafter (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (4) shall cease to be deemed incurred or outstanding for purposes of this
Section 4.09(b)(4) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or
Preferred Stock under Section 4.09(a) hereof without reliance on this Section 4.09(b)(4)); 
 (5)
Indebtedness incurred by the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’
compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such
Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; 
 (6)
Indebtedness arising from agreements of the Company or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the 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; provided, however, that
such Indebtedness is not reflected on the balance sheet of the Company, or any of its Restricted Subsidiaries (Contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be
deemed to be reflected on such balance sheet for purposes of this clause (6)); 

  
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 (7) Indebtedness of the Company to a Restricted Subsidiary; provided
that any such Indebtedness owing to a Restricted Subsidiary that is not the Co-Issuer or a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital
Stock or any other event which results in the Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary)
shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause; 
 (8)
Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not the Co-Issuer or a Guarantor, such Indebtedness is expressly
subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Indebtedness being held by a
Person other than the Company or a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not
permitted by this clause; 
 (9) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or
another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of
any such shares of Preferred Stock (except to the Company 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; 

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting
interest rate risk with respect to any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk; 

(11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company
or any of its Restricted Subsidiaries in the ordinary course of business; 
 (12) (A) Indebtedness or
Disqualified Stock of the Company and Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary equal to 200.0% of the net cash proceeds received by the Company since immediately after the Issue Date from the
issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) as determined in
accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied to make Restricted Payments or to make other Investments, payments or exchanges pursuant to such
clauses or pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (1), (2) and (3) of the definition thereof) and (B) Indebtedness or Disqualified Stock of the
Company and Indebtedness, Disqualified Stock or 

  
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Preferred Stock of the Company or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal
amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this Section 4.09(b)(12), does not at any one time outstanding exceed $175.0 million (it being
understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this Section 4.09(b)(12) shall cease to be deemed incurred or outstanding for purposes of this Section 4.09(b)(12) but shall be deemed incurred
for the purposes of Section 4.09(a) hereof from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without
reliance on this Section 4.09(b)(12)); 
 (13) the incurrence or issuance by the Company or any Restricted
Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund, refinance, replace, renew, extend or defease any Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary incurred as
permitted under Section 4.09(a) hereof and clauses (2), (3), (4) and (12)(a) of this Section 4.09(b), this clause (13) and clause (14) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred
Stock issued to so refund, refinance, replace, renew, extend or defease such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable
tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: 

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than
the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded, refinanced, replaced, renewed, extended or defeased, 

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

(C) shall not include Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Company that is not a
Co-Issuer or a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company, the Co-Issuer or a Guarantor; 
 provided further that subclause (A) of this clause (13) will not apply to any refunding or refinancing of any Secured Indebtedness; 

(14) Indebtedness, Disqualified Stock or Preferred Stock of (x) the Company or a Restricted Subsidiary incurred to
finance an acquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect
to such acquisition or merger, either (a) the Company would be permitted to incur at least $1.00 of additional 

  
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Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or (b) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries
is greater than immediately prior to such acquisition or merger; 
 (15) 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, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

 (16) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued
pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; 
 (17) (A) any guarantee by the Company 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 the Company provided that such guarantee is incurred in accordance with Section 4.16 hereof, or 
 (C) any incurrence by the Co-Issuer of Indebtedness as a co-issuer of Indebtedness of the Company that was permitted to be incurred by another provision of this covenant; 

(18) Indebtedness of Foreign Subsidiaries of the Company in an amount not to exceed, at any one time outstanding and
together with any other Indebtedness incurred under this clause (18) of Section 4.09(b) hereof, 10.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (18) of
Section 4.09(b) hereof shall cease to be deemed incurred or outstanding for purposes of this clause (18) of Section 4.09(b) hereof but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first
date on which the Company or its Restricted Subsidiaries could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this clause (18) of Section 4.09(b) hereof); 

(19) Indebtedness of the Company or any of its Restricted Subsidiaries consisting of (i) the financing of insurance
premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business; and 
 (20) Indebtedness consisting of Indebtedness issued by the Company or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses
or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent company of the Company to the extent described in clause (4) of Section 4.07(b) hereof. 

(c) For purposes of determining compliance with this Section 4.09: 

(1) 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 

  
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Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (20) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a)
hereof, the Company, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness,
Disqualified Stock or Preferred Stock in one of the above clauses; and 
 (2) at the time of incurrence, the
Company shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b) hereof; provided that all Indebtedness outstanding under the Senior Credit
Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of Section 4.09(b) hereof. 
 Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness and the payment
of dividends in the form of additional Disqualified Stock or Preferred Stock, as applicable, shall in each case not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09.

 For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the
U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first
committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such
refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. 
 The principal amount of
any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective
Indebtedness is denominated that is in effect on the date of such refinancing. 
  

	 	Section 4.10	Asset Sales. 

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

(1) the Company or 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 Company) of the assets sold or otherwise disposed of; and 

  
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 (2) except in the case of a Permitted Asset Swap, at least 75% of the
consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the following shall be deemed to be cash for purposes of this Section 4.10 and
for no other purpose: 
 (A) any liabilities (as reflected in the Company’s or such Restricted
Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s
balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet) of the Company or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or to
liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the transferee of any such assets and for which the Company and all of its Restricted Subsidiaries have been validly released by all creditors in
writing, 
 (B) any securities, notes or other similar obligations received by the Company or such Restricted
Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and 

(C) any Designated Non-cash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having
an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed 2.5% of Total Assets at the time of the receipt of such
Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. 

(b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option,
may apply the Net Proceeds from such Asset Sale, 
 (1) to permanently reduce: 

(A) if the assets subject of such Asset Sale constitute Collateral, First Lien Obligations (and to correspondingly reduce
commitments with respect thereto) and/or to permanently reduce (or offer to reduce) Obligations under the Notes and under any other Permitted Additional Pari Passu Obligations on a pro rata basis; provided that all reductions of
Obligations under the Notes shall be made as provided under Section 3.07 hereof through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the
procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest and Additional Interest, if any, on the amount of the Notes that would
otherwise be prepaid; 
 (B) if the assets subject of such Asset Sale do not constitute Collateral, Obligations
under Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto; 
 (C) if the assets subject of such Asset Sale do not constitute Collateral, Obligations under other Senior Indebtedness (and to correspondingly reduce commitments with respect thereto), provided that the
Issuers shall equally and ratably reduce (or offer to reduce, as applicable) Obligations under the Notes (and may elect to reduce Permitted Additional Pari Passu Obligations) on a pro rata basis; provided that all


  
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reductions of Obligations under the Notes shall be made as provided under Section 3.07 hereof through open-market purchases (to the extent such purchases are at or above 100% of the
principal amount thereof plus accrued and unpaid interest) or by making an offer (in accordance with the procedures set forth under Section 4.10(c) hereof) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the
amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or 
 (D)
Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company or any Affiliate of the Company, 
 (2) to make (A) an Investment in any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or
another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets, in each of
(A), (B) and (C), used or useful in a Similar Business, or 
 (3) to make an Investment in (A) any one
or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Company or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital
Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of
such Asset Sale; 
 provided that, in the case of clauses (2) and (3) above, (A) a binding commitment shall be treated as
a permitted application of the Net Proceeds from the date of such commitment so long as the Company, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy
such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith,
the Company or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is
later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds; and (B) to the extent the assets or property that were the subject of such Asset Sale were included in
the Collateral, then, consistent with the terms of the Security Documents, the Second Lien Agent shall receive from the Issuers a valid and perfected second priority lien on any business, property, assets or Capital Stock so acquired. 

(c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in
Section 4.10(b) hereof shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuers shall make an offer to all Holders of the Notes (x) in the case
of Net Proceeds from Collateral, to the holders of any other Permitted Additional Pari Passu Obligations if required by the terms of such Permitted Additional Pari Passu Obligations and (y) in the case of any other Net Proceeds, to all holders
of other Indebtedness that is pari passu with the Notes or any Guarantee if required by the terms of such Indebtedness (“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 and such Pari Passu Indebtedness that is an integral multiple of $1,000 (but in minimum amounts of $2,000) that may be


  
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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 and Additional Interest, if any, to the
date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds
exceed $20.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. 

To the extent that the aggregate amount of Notes and such Permitted Additional Pari Passu Obligations or such Pari Passu Indebtedness, as
applicable, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate
principal amount of Notes and other Permitted Additional Pari Passu Obligations (in the case of Net Proceeds from Collateral) or other Pari Passu Indebtedness (in the case of any other Net Proceeds) surrendered by such holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and the Permitted Additional Pari Passu Obligations or the Pari Passu Indebtedness, as the case may be, to be purchased on a pro rata basis based on the accreted value or principal amount
of the Notes and such Permitted Additional Pari Passu Obligations or such Pari Passu Indebtedness tendered. Additionally, the Issuers may, at their option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after consummation of
such Asset Sale. Upon consummation of any Asset Sale Offer, any Net Proceeds not used to purchase Notes in such Asset Sale Offer shall not be deemed Excess Proceeds and the Company may use any Net Proceeds not required to be used for general
corporate purposes, subject to other covenants contained in this Indenture. 
 (d) 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. 
 (e) 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 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 shall 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.

  

	 	Section 4.11	Events of Loss. 

 Subject
to the Intercreditor Agreement and the other Security Documents, in the case of an Event of Loss with respect to any Collateral, the Issuers or the affected Restricted Subsidiary, as the case may be, will apply the Net Loss Proceeds from such Event
of Loss, within 450 days after receipt, at its option to: 
 (a) reduce its First Lien Obligations (and to correspondingly
reduce commitments with respect thereto) and/or to permanently reduce (or offer to reduce) Obligations under the Notes and under any other Permitted Additional Pari Passu Obligations on a pro rata basis; 

(b) rebuild, repair, replace or construct improvements to the affected property or facility (or enter into a binding agreement to do so,
provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 days after the receipt of the Net Loss 

  
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Proceeds and (ii) 180 days after the date of such binding agreement and (y) if such rebuilding, repair, replacement or construction is not consummated within the period set forth in
subclause (x), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or 
 (c)
invest in assets and properties as described in 4.10(a)(2), substituting the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess
Loss Proceeds” for the term “Excess Proceeds.” 
 In the case of clause (b) or (c) above, any
replacement assets or property shall be pledged as Collateral for the Notes, if required under the Security Documents. 
 Any
Net Loss Proceeds from an Event of Loss that are not applied or invested as provided in clauses (a), (b) or (c) of this Section 4.11 will be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of
Excess Loss Proceeds exceeds $25.0 million, the Issuers shall make an offer (a “Loss Proceeds Offer”) to all Holders of the Notes and to any holders of Permitted Additional Pari Passu Obligations to the extent required by the terms
thereof to purchase the maximum principal amount of Notes and such Permitted Additional Pari Passu Obligations that may be purchased out of such Excess Loss Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of
the Notes, plus accrued and unpaid interest thereon, if any, to the date of purchase and in the case of any Permitted Additional Pari Passu Obligations at the offer price required by the terms thereof but not to exceed 100% of the principal amount
thereof, plus accrued and unpaid interest, if any. If any Excess Loss Proceeds remain after consummation or expiration of a Loss Proceeds Offer, such Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of the Notes and Permitted Additional Pari Passu Obligations tendered into such Loss Proceeds Offer exceeds the amount of Excess Loss Proceeds, then such Notes and Permitted Additional Pari Passu Obligations will be
purchased on a pro rata basis based on the accreted value or principal amount of such Notes and such Permitted Additional Pari Passu Obligations tendered (and the Trustee will select the tendered Notes of tendering holders on a pro rata basis based
on the amount of Notes tendered). The Issuers may satisfy the foregoing obligations with respect to any Net Loss Proceeds from an Event of Loss by making a Loss Proceeds Offer with respect to such Net Loss Proceeds prior to the expiration of the
relevant 450 days or with respect to Net Loss Proceeds of $25.0 million or less. 
 The Issuers shall comply with the applicable
tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Loss Proceeds 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 will not be deemed to have breached its obligations under this Indenture by virtue of this compliance. 

 

	 	Section 4.12	Transactions with Affiliates. 

 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase
any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate
Transaction”) involving aggregate payments or consideration in excess of $12.5 million, unless: 

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

  
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 (2) the Company delivers to the Trustee, with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $25.0 million, a resolution adopted by the majority of the board of directors of the Company approving such Affiliate Transaction
and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.12(a). 
 (b) The provisions of Section 4.12(a) hereof shall not apply to the following: 
 (1) transactions between or among the Company or any of its Restricted Subsidiaries; 
 (2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”; 

(3) the payment of management, consulting, monitoring and advisory fees and related expenses to the Investors pursuant to
the Sponsor Management Agreement in an aggregate amount in any fiscal year not to exceed the greater of $7.0 million and 2.0% of EBITDA for such fiscal year (calculated, solely for the purpose of this clause (3), assuming (a) that such
fees and related expenses had not been paid, when calculating Net Income, and (b) without giving effect to clause (h) of the definition of EBITDA) (plus any unpaid management, consulting, monitoring and advisory fees and related expenses
within such amount accrued in any prior year) and the termination fees pursuant to the Sponsor Management Agreement not to exceed the amount set forth in the Sponsor Management Agreement as in effect on the Issue Date or any amendment thereto (so
long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the Sponsor Management Agreement in effect on the Issue Date); 

(4) the payment of reasonable and customary fees paid to, and indemnities provided for the benefit of, former, current or
future officers, directors, employees or consultants of Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries; 
 (5) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is
fair to the Company or such Restricted Subsidiary from a financial point of view or stating that such terms are not materially less favorable to the Company or its relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; 
 (6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable
agreement as in effect on the Issue Date); 
 (7) the existence of, or the performance by the Company or any of
its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements
which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of 

  
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obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the
extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole; 
 (8) the Transactions and the payment of all fees and expenses related to the Transactions; 
 (9) transactions with customers, clients, suppliers, or purchasers or sellers 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 Company and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Company 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; 
 (10) the issuance of Equity Interests (other than
Disqualified Stock) of the Company to any Permitted Holder or to any director, officer, employee or consultant (or their respective estates, investment funds, investment vehicles, spouses or former spouses) of the Company or any direct or indirect
parent companies of any of its Subsidiaries; 
 (11) sales of accounts receivable, or participations therein, in
connection with any Receivables Facility; 
 (12) payments by the Company or any of its Restricted Subsidiaries
to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which
payments are approved by a majority of the board of directors of the Company in good faith; 
 (13) payments or
loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such
employees or consultants which, in each case, are approved by the Company in good faith; and 
 (14) Investments
by the Investors in securities of the Company or any of its Restricted Subsidiaries so long as (i) the Investment is being offered generally to other investors on the same or more favorable terms and (ii) the Investment constitutes less
than 5.0% of the proposed or outstanding issue amount of such class of securities. 
  

	 	Section 4.13	Liens. 

 The Company shall
not, and shall not permit the Co-Issuer or any Guarantor to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist any Lien (except Permitted Liens) that secures Obligations under any Indebtedness or any related
guarantee, on any asset or property of the Company, the Co-Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless: 

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

  
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 (2) in all other cases, the Notes or the Guarantees are equally and ratably
secured, except that the foregoing shall not apply to (a) Liens securing the Notes and the related Guarantees, (b) Liens securing Indebtedness permitted to be incurred under the Credit Facilities, including any letter of credit facilities
relating thereto, permitted to be incurred pursuant to Section 4.09(b)(1) hereof (including, during any Suspension Period, Indebtedness of the type and in the amounts specified in such section) and (c) Liens securing Indebtedness under
Credit Facilities permitted to be incurred under Section 4.09 hereof; provided that, with respect to the Liens securing Indebtedness permitted under this subclause (c), at the time of incurrence and after giving pro forma effect thereto, the
Consolidated Secured Debt Ratio would be no greater than 4.00 to 1.00. 
  

	 	Section 4.14	Corporate Existence. 


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

	 	Section 4.15	Offer to Repurchase Upon Change of Control. 

 (a) If a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, 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 and Additional Interest, if any, to 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 60 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer by first-class mail, with a copy 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 procedures of DTC with a copy to the Trustee, with the following information: 
 (1) that a Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the
Issuers; 
 (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60
days from the date such notice is mailed (the “Change of Control Payment Date”); 

  
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 (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 electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase”
on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; 

(6) that Holders shall 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 close of business on the expiration date of the Change of Control Offer, a telegram, telex, 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; 

(7) that if the Issuers are repurchasing 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; 

(8) the other instructions, as determined by the Issuers, consistent with this Section 4.15, that a Holder must
follow; and 
 (9) if such notice is mailed prior to the occurrence of a Change of Control, stating that the
Change of Control Offer is conditional upon the occurrence of such Change of Control. 
 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. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder
receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice
without defect. 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 Section 4.15, the Issuers shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached their obligations under this Section 4.15 by virtue thereof. 
 (b) On the Change
of Control Payment Date, the Issuers shall, to the extent permitted by law, 
 (1) accept for payment all Notes
issued by them or portions thereof properly tendered pursuant to the Change of Control Offer, 

  
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 (2) deposit with the Paying Agent an amount equal to the aggregate Change of
Control Payment in respect of all Notes or portions thereof so tendered, and 
 (3) deliver, or cause to be
delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to, and purchased by, the Issuers. 

(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 4.15 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the
Change of Control at the time of making of the Change of Control Offer. 
 (d) Other than as specifically provided in this
Section 4.15, any purchase pursuant to this Section 4.15 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof. 
  

	 	Section 4.16	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. 

 The Company shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets
debt securities), other than a Guarantor, the Co-Issuer or a Foreign Subsidiary guaranteeing Indebtedness of another Foreign Subsidiary, to guarantee the payment of any Indebtedness of the Company, the Co-Issuer or any other Guarantor unless such
Restricted Subsidiary within 30 days executes and delivers (x) joinders to, or additional Security Documents, as applicable, and (y) Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with
respect to a guarantee of Indebtedness of the Company, the Co-Issuer or any Guarantor: 
 (a) if the Notes or
such Guarantor’s Guarantee are 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 are 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 Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and 
 (c)
such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a
result of any payment by such Restricted Subsidiary under its Guarantee; 
 provided that this Section 4.16 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. 

  
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	 	Section 4.17	Designated Senior Indebtedness. 

 The Issuers hereby designate the Notes to be Designated Senior Indebtedness as defined in the indenture governing the Existing Senior Subordinated Notes. 

 

	 	Section 4.18	Limitation on Business Activities of the Co-Issuer. 

 The Co-Issuer may not hold any assets, become liable for any obligations or engage in any business activities; provided that it may be a co-obligor with respect to the Notes or any other Indebtedness
issued by the Company, and may engage in any activities directly related thereto or necessary in connection therewith. The Co-Issuer shall be a Wholly-Owned Subsidiary of the Company at all times. 

 

	 	Section 4.19	Covenant Suspension. 

 (a)
During any Suspension Period, the Company and the Restricted Subsidiaries will not be subject to the Suspended Covenants. In addition, the Guarantees of the Guarantors will be suspended during any Suspension Period. Additionally, upon the occurrence
of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. 
 (b) During any
Suspension Period, the Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction; provided, that the Company or any Restricted Subsidiary may enter into a Sale and Lease-Back
Transaction if (i) the Company or such Restricted Subsidiary could have incurred a Lien to secure the Indebtedness attributable to such Sale and Lease-Back Transaction pursuant to Section 4.13 hereof without equally and ratably securing
the Notes pursuant to such covenant; and (ii) the consideration received by the Company or such Restricted Subsidiary in that Sale and Lease-Back Transaction is at least equal to the fair market value of the property sold and otherwise complies
with Section 4.10 hereof; provided, further, that the foregoing provisions shall cease to apply on and subsequent to the Reversion Date following such Suspension Period. 
 (c) During the Suspension Period, the Company and its Restricted Subsidiaries will be entitled to incur Liens (including Permitted Liens) to the extent provided for under Section 4.13 hereof and any
Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenants continued to be applicable during the Suspension Period (but solely for purposes of Section 4.13 hereof and
for not other Section in this Article 4). 
 (d) Notwithstanding the foregoing, in the event of a Reversion Date, no action
taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such Reversion Date will give rise to a Default or Event of Default under this Indenture; provided that (1) with respect to Restricted Payments
made after any such reinstatement, the amount of Restricted Payments made will be calculated as though the covenant described under Section 4.07 hereof had been in effect prior to, but not during the Suspension Period, provided that any
Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period shall automatically become Restricted Subsidiaries on the Reversion Date (subject to the Company’s right to subsequently designate them as Unrestricted
Subsidiaries in compliance with the covenants set forth in this Indenture) and (2) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to
clause (3) of Section 4.09(b) hereof. In addition, for purposes of clause (3) of the Section 4.07(a) hereof all events (including the accrual of Consolidated Net Income) set forth in such


  
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clause (3) occurring during a Suspension Period shall be disregarded for purposes of determining the amount of Restricted Payments the Company or any Restricted Subsidiary is permitted to
make pursuant to such clause (3). 
 (e) The Issuers shall deliver promptly to the Trustee an Officer’s Certificate
notifying the Trustee of any such occurrence under Section 4.19 hereof. 
  

	 	Section 4.20	Impairment of Security Interest. 

 (a) Subject to 4.20(b) and the terms of the Security Documents, the Issuers shall not, and shall not permit any of their Restricted Subsidiaries to, take or knowingly or negligently omit to take, any
action which action or omission might or would have the result of impairing the security interest with respect to a material portion of the Collateral for the benefit of the Trustee and the holders of the Notes (including the priority thereof). The
foregoing shall not be deemed to prohibit any action or inaction that is otherwise permitted by this Indenture or the Security Documents. 
 (b) At the direction of the Issuers and without the consent of the Holders, the Trustee and the Second Lien Agent shall from time to time enter into one or more amendments to the Security Documents to:
(i) cure any ambiguity, omission, defect or inconsistency therein (which may include a release of Collateral), (ii) add to the Collateral or (iii) make any other change thereto that does not adversely affect the Holders, the Trustee
or the Second Lien Agent. 
  

	 	Section 4.21	After-Acquired Property 


Promptly following the acquisition by the Issuers or any Guarantor of any After-Acquired Property (but subject to the limitations, if
applicable, set forth in the Security Documents), the Issuers or such Guarantor shall execute and deliver such Mortgages, security instruments, title policies, surveys, financing statements and certificates and opinions of counsel as shall be
reasonably necessary to vest in the Second Lien Agent a perfected security interest in such After-Acquired Property and to have such After-Acquired Property added to the Collateral, and thereupon all provisions of this Indenture relating to the
Collateral shall be deemed to relate to such After-Acquired Property to the same extent and with the same force and effect. 
  

	 	Section 4.22	Further Assurances 

 The
Issuers and the Guarantors shall, at their expense, execute and deliver, or cause to be executed and delivered, such further agreements, documents and instruments, and do or cause to be done such further acts as may be necessary or proper to
evidence, perfect, maintain and enforce the security interests and the priority thereof in the Collateral for the benefit of the Holders of the Notes and the Trustee and the holders of any Permitted Additional Pari Passu Obligations, in each case,
to the extent required by this Indenture, the Security Documents and the agreements governing the Permitted Additional Pari Passu Obligations, and to otherwise effectuate the provisions or purposes of this Indenture and the Security Documents.


  
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 ARTICLE 5 
 SUCCESSORS 
  

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

 (a) Company. The Company shall not, directly or indirectly, consolidate or merge with or into or wind up into (whether or not the Company is the surviving corporation), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of the Company’s properties or assets, in one or more related transactions, to any Person unless: 

(1) either: (x) the Company is the surviving corporation; or (y) the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which 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 jurisdiction of organization of the Company or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein
called the “Successor Company”); 
 (2) the Successor Company, if other than the Company,
expressly assumes all the obligations of the Company under the Notes and the Security Documents, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee, and the Registration Rights
Agreement if the exchange offer contemplated therein has not been consummated or if the Issuers continue to have an obligation to file or maintain the effectiveness of a shelf registration statement as provided under such agreement; 

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

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if
such transactions had occurred at the beginning of the applicable four-quarter period, 
 (A) the Company or the
Successor Company, as applicable, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or 

(B) the Fixed Charge Coverage Ratio for the Company (or, if applicable, the Successor Company) and its Restricted
Subsidiaries would be greater than such Ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; 
 (5) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its
Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement if the exchange offer contemplated therein has not been consummated or if the Issuers continue to have an obligation to
file or maintain the effectiveness of a shelf registration statement as provided under such agreement; 

  
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 (6) the Co-Issuer, unless it is the party to the transactions described
above, in which case clause (3) of Section 5.01(e) hereof shall apply, shall have by supplemental indenture confirmed that it continues to be a co-obligor of the Notes; 

(7) the Company (or, if applicable, the Successor Company) 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; 

(8) the Successor Company causes such amendments, supplements or other instruments to be executed, delivered, filed and
recorded, as applicable, in such jurisdictions as may be required by applicable law under the Security Documents to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Successor Company;

 (9) the Collateral owned by or transferred to the Successor Company shall (a) continue to constitute
Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in favor of the Second Lien Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Liens
permitted under this Indenture; and 
 (10) the property and assets of the Person which is merged or consolidated
with or into the Company, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as After-Acquired Property and the Company shall take such action as may be
reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required under the Security Documents. 

(b) The Successor Company shall succeed to, and be substituted for the Company, as the case may be, under this Indenture, the Guarantees
and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof, 

(1) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to
the Company, and 
 (2) the Company may merge with an Affiliate of the Company, as the case may be, solely for
the purpose of reincorporating the Company in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

 (c) Guarantors. Subject to certain limitations described in this Indenture governing release of a Guarantee, upon the
sale, disposition or transfer of a Guarantor, no Guarantor shall, and the Company shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Company or Guarantor is the surviving corporation), 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 Person unless: 

(1) (A) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or
merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, trust or limited liability company organized or existing under the laws of
the 

  
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jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such
Person, as the case may be, being herein called the “Successor Person”); 
 (B) the Successor
Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and the Security Documents and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or
instruments in form reasonably satisfactory to the Trustee; 
 (C) immediately after such transaction, no Default
or Event of Default exists; 
 (D) the Company 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; 
 (E) the Successor Person causes such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may be required by applicable law
under the Security Documents to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to the Successor Person; 
 (F) the Collateral owned by or transferred to the Successor Person shall (a) continue to constitute Collateral under this Indenture and the Security Documents, (b) be subject to the Lien in
favor of the Second Lien Agent for the benefit of the Trustee and the Holders of the Notes, and (c) not be subject to any Lien other than Liens permitted under this Indenture; and 

(G) the property and assets of the Person which is merged or consolidated with or into the Guarantor, to the extent that
they are property or assets of the types which would constitute Collateral under the Security Documents, shall be treated as After-Acquired Property and the Company shall take such action as may be reasonably necessary to cause such property and
assets to be made subject to the Lien of the Security Documents in the manner and to the extent required under the Security Documents; or 
 (2) the transaction is made in compliance with Section 4.10 hereof. 
 (d)
Subject to certain limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may
(i) merge into or transfer all or part of its properties and assets to another Guarantor or the Company, (ii) merge with an Affiliate of the Company solely for the purpose of reincorporating the Guarantor in the United States, any state
thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability company or trust organized under the laws of the jurisdiction of organization of such Guarantor,
in each case without regard to the requirements set forth in Section 5.01(c) hereof. 

  
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 (e) Co-Issuer. The Co-Issuer shall not, directly or indirectly, consolidate or merge
with or into or wind up into (whether or not the Co-Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Co-Issuer’s properties or assets, in one or more related
transactions, to any Person unless: 
 (1) (A) concurrently therewith, a corporate Wholly-Owned Subsidiary that
is a Restricted Subsidiary of the Company organized and validly existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (which may be the continuing Person as a result of such transaction)
expressly assumes all the obligations of the Co-Issuer under the Notes and the Security Documents, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee, and the Registration Rights
Agreement if the exchange offer contemplated therein has not been consummated or if the Issuers continue to have an obligation to file or maintain the effectiveness of a shelf registration statement as provided under such agreement; or 

(B) after giving effect thereto, at least one obligor on the Notes shall be a corporation organized and validly existing
under the laws of the United States, any state thereof, the District of Columbia or any territory thereof; 
 (2)
immediately after such transaction, no Default or Event of Default shall have occurred and be continuing; and 

(3) The Co-Issuer 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 indenture, if any, comply with this Indenture. 
  

	 	Section 5.02	Successor Corporation Substituted. 

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

	 	Section 6.01	Events of Default. 

 (a)
An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
 (1) default in payment when due and payable (whether at maturity, upon redemption, acceleration or otherwise), of principal of, or premium, if any, on the Notes; 

  
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 (2) default for 30 days or more in the payment when due of interest or
Additional Interest on or with respect to the Notes; 
 (3) failure by the Company, the Co-Issuer or any
Guarantor 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 to comply with any of its obligations, covenants or agreements (other than a default referred to in
Sections 6.01(a)(1) and (2) above); 
 (4) default under any mortgage, indenture or instrument under
which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries,
other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: 

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity
(after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such
Indebtedness to become due prior to its stated maturity; and 
 (b) the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate
$50.0 million or more at any one time outstanding; 
 (5) failure by the Company or any Significant Subsidiary
(including the Co-Issuer) to pay final judgments aggregating in excess of $50.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such
judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; 
 (6) the Company 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, sequestrator or other similar official of it or for all or substantially all of its property; 

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

 (v) generally is not paying its debts as they become due; 

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

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

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

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

(8) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared
null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of
this Indenture or the release of any such Guarantee in accordance with this Indenture; or 
 (9) unless all of
the Collateral has been released from the Second Priority Liens in accordance with the provisions of the Security Documents, (i) default by the Company or any Significant Subsidiary in the performance of the Security Documents which adversely
affects the enforceability, validity, perfection or priority of the Second Priority Liens on a material portion of the Collateral granted to the Second Lien Agent for its benefit and the benefit of the Holders of the Notes, (ii) the repudiation
in writing by the Company or any Significant Subsidiary of its material obligations under the Security Documents or (iii) the final determination in a judicial proceeding that the Security Documents are unenforceable or invalid against the
Company or any Significant Subsidiary party thereto for any reason with respect to a material portion of the Collateral, in the case of each of clauses (i), (ii) or (iii) of this Section 6.01(a)(9), which default, repudiation or
determination is not rescinded, stayed, or waived by the Persons having such authority pursuant to the Security Documents or otherwise cured within 60 days after the Issuers receive written notice thereof specifying such occurrence from the Trustee
or the Holders of at least 25% of the outstanding principal amount of the Notes and demanding that such default be remedied. 

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

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

	 	Section 6.02	Acceleration. 

 (a) If any
Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof) occurs and is continuing 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, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. 
 Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of
its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders. 
 Notwithstanding
the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice. 

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of
all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, Additional Interest, if any, or premium
that has become due solely because of the acceleration) have been cured or waived. 
  

	 	Section 6.03	Other Remedies. 

 If an
Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, 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 Past Defaults. 


Holders of not less than 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 and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any Note held by a
non-consenting Holder (including in connection with an Asset Sale Offer, a Change of Control Offer or a Loss Proceeds Offer) and rescind any acceleration with respect to the Notes and its consequences (provided such rescission would not conflict
with any judgment of a court of competent jurisdiction); provided, subject to Section 6.02 hereof, 

  
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that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted
from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon. 
  

	 	Section 6.05	Control by Majority. 


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

	 	Section 6.06	Limitation on Suits. 


Subject to Section 6.07 hereof, 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 notice that an Event of Default is continuing; 

(2) Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to pursue the
remedy; 
 (3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss,
liability or expense; 
 (4) the Trustee has not complied with such request within 60 days after the receipt
thereof and the offer of security or indemnity; and 
 (5) Holders of a majority in principal amount of the total
outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. 
 A Holder
of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 
  

	 	Section 6.07	Rights of Holders of Notes to Receive Payment. 

 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, 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, a Change of Control Offer or a Loss Proceeds Offer), or to bring suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder. 
  

	 	Section 6.08	Collection Suit by Trustee. 

 If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express


  
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trust against the Issuers for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and,
to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

  

	 	Section 6.09	Restoration of Rights and Remedies. 

 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been 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 hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted. 
  

	 	Section 6.10	Rights and Remedies Cumulative. 

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

 

	 	Section 6.11	Delay or Omission Not Waiver. 

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

	 	Section 6.12	Trustee May File Proofs of Claim. 

 The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes including the Co-Issuer and 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, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent
that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be


  
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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 collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order: 
 (i) to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee
and the costs and expenses of collection; 
 (ii) to Holders of Notes for amounts due and unpaid on the Notes for
principal, premium, if any, and Additional Interest, 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 Additional Interest, if any,
and interest, respectively; and 
 (iii) to the Company or to such party as a court of competent jurisdiction
shall direct, including the Co-Issuer or a Guarantor, if applicable. 
 The Trustee may fix a record date and payment date for
any payment to Holders of Notes pursuant to this Section 6.13. 
  

	 	Section 6.14	Undertaking for Costs. 


In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 
 ARTICLE 7 
 TRUSTEE 

 

	 	Section 7.01	Duties of Trustee. 

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

  
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 (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 which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this
Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section 7.01. 
 (e) The Trustee shall be under no obligation to exercise any
of its 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 reasonable indemnity or security against any loss, liability or expense. 

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers.
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. 

  
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 (b) In the event of any amendments, supplements, modifications, extensions, renewals or
restatements to any of the First Lien Documents, the Company shall promptly provide the documentation evidencing such change to the Trustee. 
 (c) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
 (d) 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. 

(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. 
 (f) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from an Issuer shall be sufficient if signed by an Officer of such Issuer. 
 (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 hereunder, or in the exercise of any of its rights or
powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. 
 (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 which
is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. Delivery of reports to the Trustee pursuant to Section 4.03 hereof shall not constitute
knowledge of, or notice of, the Trustee of the information contained therein. 
 (i) In no event shall the Trustee be
responsible or liable for special, indirect, 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 except that it shall be liable for damages that arise out of the Trustee’s gross negligence, bad faith or willful misconduct. 
 (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee
in each of its capacities hereunder, including as Second Lien Agent, and each agent, custodian and other Person employed to act hereunder. 
 (k) In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15
days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the
Additional Interest is payable and the amount thereof. 

  
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 (l) The permissive rights of the Trustee, including the right to obtain an Officer’s
Certificate and an Opinion of Counsel to do things enumerated in this Indenture shall not be construed as duties. 
  

	 	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 7.10 and 7.11 hereof. 
  

	 	Section 7.04	Trustee’s Disclaimer. 


The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it
shall not be accountable for the 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 if it is 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 and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the
Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the
Corporate Trust Office of the Trustee. 
  

	 	Section 7.06	Reports by Trustee to Holders of the Notes. 

 Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes
a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c). 

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuers and filed with the SEC and each
stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange. 

  
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	 	Section 7.07	Compensation and Indemnity. 

 The Issuers and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree
in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers and the Guarantors, jointly and severally, shall reimburse the Trustee promptly upon request
for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable 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 attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the
costs and expenses of enforcing this Indenture against the 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 hereunder). 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 their obligations hereunder. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the fees and expenses of such counsel. 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, negligence or bad faith. 
 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. 

Notwithstanding anything to the contrary in Section 4.12 hereof, 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) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy
Law. 
 The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

  

	 	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 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 hereof; 

  
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 (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 custodian or public officer
takes charge of the Trustee or its property; or 
 (d) the Trustee becomes incapable of acting. 

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

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10
hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the 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 hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 
  

	 	Section 7.09	Successor Trustee by Merger, etc. 

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

	 	Section 7.10	Eligibility; Disqualification. 

 There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws
to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of
condition. 
 This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections
310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b). 

  
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	 	Section 7.11	Preferential Collection of Claims Against Issuers. 

 The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall
be subject to Trust Indenture Act Section 311(a) to the extent indicated therein. 
 ARTICLE 8 

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 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this
Article 8. 
  

	 	Section 8.02	Legal Defeasance and Discharge. 

 Upon the Issuers’ exercise under Section 8.01 hereof 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 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, Guarantees and Security Documents 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 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their other obligations under such Notes and this Indenture including that of the
Guarantors (and the Trustee, on demand of and at 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 hereunder:

 (a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and
interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof; 
 (b) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or
agency for payment and money for security payments held in trust; 
 (c) the rights, powers, trusts, duties and
immunities of the Trustee and the Second Lien Agent, and the Issuers’ obligations in connection therewith; and 
 (d) this Section 8.02. 
 Subject to compliance with this Article 8, the
Issuers may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 
  

	 	Section 8.03	Covenant Defeasance. 


Upon the Issuers’ exercise under Section 8.01 hereof 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 

  
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Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.12, 4.13, 4.14, 4.15 and 4.16 hereof and
clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant
Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any
such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6), (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(a)(7) (solely with respect to
Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(a)(8) hereof shall not constitute Events of Default. 
  

	 	Section 8.04	Conditions to Legal or Covenant Defeasance. 

 The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 
 In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: 
 (1) the 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 of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be,
of such principal, premium, if any, or interest on such Notes and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date; 

(2) in the case of Legal Defeasance, the Company 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 

  
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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 U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(4) no Default (other than that resulting from borrowing funds to be applied to make the deposit required to effect such
Legal Defeasance or Covenant Defeasance 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;

 (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a
default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound (other than that resulting with
respect to any Indebtedness being defeased from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to such Indebtedness, and the
granting of Liens in connection therewith); 
 (6) the Issuers shall have delivered to the Trustee an Opinion of
Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

 (7) 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 
 (8) 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 Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including an Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due
and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 

  
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 The Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the
Holders of the outstanding Notes. 
 Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver
or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(2) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance. 
  

	 	Section 8.06	Repayment to Issuers. 


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 and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuers on their
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 such 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 Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the 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 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium and
Additional Interest, if any, or interest on any Note following the reinstatement of its 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 Paying
Agent. 
 ARTICLE 9 
 AMENDMENT, SUPPLEMENT AND WAIVER 
  

	 	Section 9.01	Without Consent of Holders of Notes. 

 Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to a Guarantee or this Indenture), the Trustee and the Second Lien Agent may amend or supplement this Indenture, the
Security Documents and any Guarantee or Notes without the consent of any Holder: 
 (1) to cure any ambiguity,
omission, mistake, defect or inconsistency; 

  
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 (2) to provide for uncertificated Notes of such series in addition to or in
place of certificated Notes; 
 (3) to comply with Section 5.01 hereof; 

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

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely
affect the legal rights under this Indenture of any such Holder; 
 (6) to add assets to the Collateral or to
release Collateral from any Lien pursuant to this Indenture and the Security Documents when permitted or required by this Indenture, to the extent necessary to provide for the granting of a security interest for the benefit of any Person;
provided that the granting of such security interest is not prohibited under Section 4.20 hereof or otherwise under this Indenture; 
 (7) to add parties to the Security Documents, including Guarantors, or successors, including successor trustees or other representatives; 

(8) to make provision for equal and ratable pledges of any collateral to secure the Notes or any Additional Notes;

 (9) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the
Issuers or any Guarantor; 
 (10) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act; 
 (11) to evidence and provide for the acceptance
and appointment under this Indenture of a successor Trustee or a successor Second Lien Agent thereunder pursuant to the requirements thereof; 
 (12) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; 

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

(14) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture;

 (15) to conform the text of this Indenture, Guarantees, the Security Documents or the Notes to any provision
of the “Description of Notes” section of the Offering Circular to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, the
Security Documents or Notes; 
 (16) to make any amendment to the provisions of this Indenture relating to the
transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this


  
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Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and
adversely affect the rights of Holders to transfer the Notes; 
 (17) to make any other modifications to the
Notes or this Indenture of a formal, minor or technical nature, or necessary to correct a manifest error, so long as such modification does not adversely affect the rights of any Holders in any material respect; 

(18) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Second Lien Agent for the benefit of the
Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Second Lien Obligations, in any property or assets, including any which are required to be mortgaged, pledged or
hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Second Lien Agent pursuant to this Indenture, any of the Security Documents or otherwise; 

(19) to secure any First Lien Obligations or any Permitted Additional Pari Passu Obligations under the Security Documents
and to include the same in the Intercreditor Agreement; 
 (20) to enter into any intercreditor arrangements with
respect to Indebtedness secured by junior Liens on the Collateral; or 
 (21) to provide for (i) the
succession of any parties to the Security Documents or the Intercreditor Agreement (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring,
replacement, supplementing or other modification from time to time of the Senior Credit Facilities or any other agreement that is not prohibited by this Indenture, or (ii) the succession of the Second Lien Agent as collateral agent under this
Indenture, the Intercreditor Agreement and the Security Documents. 
 Upon the request of the Issuers accompanied by a
resolution of their respective boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the
Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in
connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of
an Officer’s Certificate. 
  

	 	Section 9.02	With Consent of Holders of Notes. 

 Except as provided below in this Section 9.02, the Issuers, the Trustee and the Second Lien Agent may amend or supplement this Indenture, the Notes, the Guarantees or the Security Documents with the
consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the 

  
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Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and
Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees, the Notes or the Security Documents may be
waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. 

In addition, except as provided in Section 9.01 and this Section 9.02 hereof, the Security Documents may be amended or
supplemented or otherwise modified in any manner with the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes and the Permitted Additional Pari Passu Obligations, voting as one class. 

Upon the request of the Issuers accompanied by a resolution of their respective boards of directors authorizing the execution of any such
amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 
 It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such
consent approves the substance thereof. 
 After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Issuers shall 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 amended or supplemental indenture or waiver. 
 Without the consent of each affected Holder
of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
 (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to
Section 3.09, Section 4.10 and Section 4.15 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the
provisions with respect to the redemption of such Notes); 
 (3) reduce the rate of or change the time for
payment of interest on any Note; 

  
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 (4) waive a Default in the payment of principal of or premium, if any, or
interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a
covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; 
 (5) make any Note payable in money other than U.S. dollars; 
 (6)
make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest or Additional Interest on the Notes; 

(7) make any change in these amendment and waiver provisions; 

(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 or the Guarantees; 
 (9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or 
 (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes or release the Co-Issuer from its obligations
under this Indenture. 
 Without the consent of Holders of 66-2/3% in aggregate principal amount of the Notes, an amendment,
supplement or waiver may not: 
 (1) modify any Security Document or the provisions in this Indenture dealing
with Security Documents or application of trust moneys in any manner, taken as a whole, materially adverse to the Holders as determined by the Issuers acting in good faith or otherwise release any Collateral other than in accordance with this
Indenture, the Security Documents and the Intercreditor Agreement; or 
 (2) modify the Intercreditor Agreement
in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture, the Security Documents and the Intercreditor Agreement; provided, however, it is understood that the right of the Issuers to take
the foregoing actions with such consent (including the release of all or substantially all Collateral securing the Notes and the Guarantees, which shall require the consent of each affected Holder) shall be deemed a feature of the Notes, and each
Holder of Notes by holding the Notes thereby agrees that no such action should thereby constitute the Notes as a new security. 

No amendment of, or supplement or waiver to, the Security Documents (other than the Intercreditor Agreement) shall be permitted to be
effected in violation of or inconsistent with the terms of the Intercreditor Agreement without the prior written consent of the Administrative Agent. No amendment of, or supplement or waiver to, the Intercreditor Agreement shall be permitted to be
effected without the consent of the Administrative Agent and the Second Lien Agent. 

  
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	 	Section 9.03	Compliance with Trust Indenture Act. 

 Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect. 

 

	 	Section 9.04	Revocation and Effect of Consents. 

 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note
that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee
receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. Once an amendment, supplement or waiver becomes effective in accordance with its terms and the terms hereof, it thereafter binds every
subsequent Holder. 
 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. No such consent shall be valid or effective for more
than 120 days after such record date unless the consent of the requisite number of Holders has been obtained. 
  

	 	Section 9.05	Notation on or Exchange of Notes. 

 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The 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 9.06	Trustee to Sign Amendments, etc. 

 The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities
of the Trustee. The Issuers may not sign an amendment, supplement or waiver until the board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01
hereof) shall be fully protected in relying upon, in addition to the documents required by Section 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to
customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under
this Indenture. 

  
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	 	Section 9.07	Payment for Consent. 


Neither the Issuers nor any Affiliate of the Issuers shall, directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all
Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. 
 ARTICLE 10 
 [RESERVED] 

ARTICLE 11 

GUARANTEES 
  

	 	Section 11.01	Guarantee. 

 Subject to
this Article 11, each of the Guarantors hereby, jointly and severally, 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 hereunder or thereunder, that: (a) the principal of, premium or interest on, or Additional Interest in respect of the Notes shall be promptly paid in
full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or
thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be
promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the 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. 
 Each Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01. 

  
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 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 agrees that it shall not be entitled to any right of subrogation
in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee,
on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under
the Guarantees. 
 Each Guarantee shall remain in full force and effect and continue to be effective should any petition be
filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’
assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that
any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

 In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby. 
 The Guarantee issued by any Guarantor shall
be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. 

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 11.02	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 

  
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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 11, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each 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. 
  

	 	Section 11.03	Execution and Delivery. 


To evidence its Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on
behalf of such Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents. 
 Each Guarantor
hereby agrees that its Guarantee set forth in Section 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the
Guarantee shall be valid nevertheless. 
 The delivery of any Note by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. 
 If required by
Section 4.16 hereof, the Company shall cause any newly created or acquired Restricted Subsidiary that is not a Guarantor to comply with the provisions of Section 4.16 hereof and this Article 11, to the extent applicable. 

 

	 	Section 11.04	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 11.01 hereof; provided that, if an Event of Default has occurred
and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been
paid in full. 
  

	 	Section 11.05	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. 

  
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	 	Section 11.06	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: 

(1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any
sale, exchange or transfer, after which the applicable Guarantor is no longer a Restricted Subsidiary), if such sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; 

(B) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which
resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; 
 (C) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.07 hereof and the definition of “Unrestricted
Subsidiary” in Section 1.01 hereof; or 
 (D) the Issuers exercising their Legal Defeasance option or
Covenant Defeasance option in accordance with Article 8 hereof or the Issuers’ obligations under this Indenture being discharged in accordance with the terms of this Indenture; and 

(2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for in this Indenture relating to such transaction have been complied with. 
 ARTICLE 12

 [RESERVED] 
 ARTICLE 13 
 SATISFACTION AND DISCHARGE 

 

	 	Section 13.01	Satisfaction and Discharge. 

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

(1) 
 (a) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust,
have been delivered to the Trustee for cancellation; or 
 (b) 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, shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers and the Issuers or any Guarantor have 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. 

  
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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; 

(2) no Default (other than that resulting from borrowing funds to be applied to make such deposit or any similar and
simultaneous deposit relating to other Indebtedness) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a
breach or violation of, or constitute a default under the Senior Credit Facilities, the indentures governing the Existing Senior Subordinated Notes and the Existing Senior Notes or any other material agreement or instrument (other than this
Indenture) to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound (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); 
 (3) the Issuers have
paid or caused to be paid all sums payable by it under this Indenture; and 
 (4) 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 13.01, the provisions of Section 13.02 and Section 8.06 hereof shall survive. 
  

	 	Section 13.02	Application of Trust Money. 

 Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and
premium and Additional Interest, 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 13.01 hereof by
reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the 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 13.01 hereof; provided that if the Issuers have made any payment of principal of, premium and Additional Interest, if any, or interest on
any Notes because of the reinstatement of its 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. 

  
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 ARTICLE 14 
 MISCELLANEOUS 
  

	 	Section 14.01	Trust Indenture Act Controls. 

 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control. 

 

	 	Section 14.02	Notices. 

 Any notice or
communication by the Issuers, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing
next day delivery, to the others’ address: 
 If to the Issuers and/or any Guarantor: 

c/o DJO Finance LLC 
 1430 Decision Street 
 Vista, California 92081 

Attention: General Counsel 
 Fax No.: (760) 734-3536 
 If to the Trustee and/or the Second Lien Agent:

 The Bank of New York Mellon 
 101 Barclay Street, Floor 8W 
 New York, New York 10286 

Attention: Corporate Trust Administration 
 Fax No.: (212) 815-5704 
 The Issuers, any Guarantor, the Trustee or the
Second Lien 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; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; 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. Any notice or
communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. 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. 

  
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 If the Issuers mail a notice or communication to Holders, they shall mail a copy to the
Trustee and each Agent at the same time. 
  

	 	Section 14.03	Communication by Holders of Notes with Other Holders of Notes. 

 Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and
anyone else shall have the protection of Trust Indenture Act Section 312(c). 
  

	 	Section 14.04	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: 
 (a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

 (b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include
the statements set forth in Section 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
  

	 	Section 14.05	Statements Required in Certificate or Opinion. 

 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust
Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include: 
 (a) a statement that the Person making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

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

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

	 	Section 14.06	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. 

  
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	 	Section 14.07	No Personal Liability of Directors, Officers, Employees and Stockholders. 

 No director, officer, employee, incorporator or stockholder of any Issuer or Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under
the Notes, the Guarantees, the Security Documents 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 14.08	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 14.09	Waiver of Jury Trial. 


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

	 	Section 14.10	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 without
limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or
hardware) services. 
  

	 	Section 14.11	No Adverse Interpretation of Other Agreements. 

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

	 	Section 14.12	Successors. 

 All
agreements of the Issuers in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind their successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as
otherwise provided in Section 11.05 hereof. 
  

	 	Section 14.13	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. 

  
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	 	Section 14.14	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. 
  

	 	Section 14.15	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 14.16	Qualification of Indenture. 

 The Issuers and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable
costs and expenses (including attorneys’ fees and expenses for the Issuers, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and
printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuers and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any
such qualification of this Indenture under the Trust Indenture Act. 
 ARTICLE 15 

COLLATERAL 
  

	 	Section 15.01	Collateral and Security Documents. 

 (a) The due and punctual payment of the principal of, premium (if any), interest and Additional Interest (if any) on the Notes when and as the same shall be due and payable, whether on an interest payment
date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and (to the extent permitted by law) interest on the Notes and performance of all other obligations of the Issuers and the Guarantors
to the Holders, the Trustee or the Second Lien Agent under this Indenture, the Notes, the Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder, shall be secured by a pledge of a perfected second priority
security interest in the Collateral in favor of the Second Lien Agent on behalf of itself, the Trustee and the Holders and as provided in the Security Documents, which define the terms of the Liens that secure the obligations, subject to the terms
of the Intercreditor Agreement. 
 (b) Each Holder, by accepting a Note, consents and agrees to the terms of the Security
Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and this
Indenture and the Intercreditor Agreement, and authorizes and directs the Second Lien Agent to enter into the Security Documents (including mortgages and deeds of trusts for the Real Property identified in the Security Documents) and the
Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. 
 (c) The
Issuers shall deliver to the Second Lien Agent copies of all documents pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be 

  
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reasonably required by this Section 15.01(c), to assure and confirm to the Second Lien Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any
part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. 

(d) The Issuers shall, and shall cause their respective Subsidiaries to, take any and all actions reasonably required to cause the
Security Documents to create and maintain, as security for the Obligations under this Indenture and the Notes, a valid and enforceable perfected second priority Lien and security interest in and on all of the Collateral (subject to the terms of the
Intercreditor Agreement), in favor of the Second Lien Agent for its benefit and the benefit of the Trustee and the Holders. The Issuers shall, and shall cause their respective Subsidiaries, and each Subsidiary shall, make all filings (including
filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) or recordings and take all other actions as are necessary or required by the Security
Documents to maintain (at the sole cost and expense of the Issuers and their respective Subsidiaries) the second priority security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security
interest in which is not required to be perfected under the Security Documents) as a perfected second priority security interest subject only to Permitted Liens. 
  

	 	Section 15.02	Release of Collateral. 


(a) The Liens securing the Guarantee of any Guarantor will be automatically released when such Guarantor’s Guarantee is released in
accordance with the terms of this Indenture. In addition, the Liens on the Collateral under the Security Documents securing the Obligations under the Notes and this Indenture will be released, subject to this Section 15.02, 

(i) in whole, upon a legal defeasance or a covenant defeasance of the Notes as set forth in Section 8.02 and
Section 8.03; 
 (ii) in whole, upon satisfaction and discharge of this Indenture; 

(iii) in whole, upon payment in full of principal, interest and all other Obligations on the Notes and under this
Indenture; 
 (iv) in whole or in part, with the consent of the requisite Holders of the Notes in accordance with
the provisions under Section 9.02 hereof including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes; and 
 (v) in part, as to any asset constituting Collateral (A) that is sold or otherwise disposed of by the Issuers or any of the Guarantors (other than to the Issuers or another Guarantor) in a
transaction permitted by this Indenture (to the extent of the interest sold or disposed of); (B) if all other Liens on that asset securing the First Lien Obligations and Permitted Additional Pari Passu Obligations then secured by that asset
(including all commitments thereunder) are released or will be released simultaneously therewith unless such release occurs in connection with a discharge in full in cash of the First Lien Obligations, which discharge is not in connection with a
foreclosure of, or other exercise of remedies with respect to, non-receivables collateral by the First Lien Secured Parties (such discharge not in connection with any such foreclosure or exercise of remedies, a “Payment Discharge”);
provided that, in the case of a Payment Discharge, the lien on any non-receivables collateral disposed of in satisfaction in whole 

  
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or in part of First Lien Obligations shall be automatically released but any proceeds thereof not used for purposes of the discharge of First Lien Obligations in full in cash or otherwise in
accordance with this Indenture shall be subject to Lien in favor of the Second Lien Agent; (C) that is cash or Net Proceeds used for any one or more purposes permitted under Section 4.10 hereof; or (D) that is otherwise released in
accordance with this Indenture or the Security Documents. 
 (b) In no event shall any purchaser in good faith of any property
purported to be released hereunder be bound to ascertain the authority of the Second Lien Agent or the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such
authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article 15 to be sold be under any obligation to
ascertain or inquire into the authority of the Issuers or the applicable Guarantor to make any such sale or other transfer. 

(c) Any release of any Lien on the Collateral under the Security Documents securing the Obligations under the Notes and this Indenture
under this Section 15.02 will occur automatically as provided in Section 15.02(a)(v) hereof and, upon receipt of an Officer’s Certificate and an Opinion of Counsel that all conditions precedent to such release have been satisfied, the
Second Lien Agent shall promptly deliver such appropriate instruments acknowledging such release as the Issuers or Guarantor may request. Upon receipt of an Officer’s Certificate and an Opinion of Counsel that all conditions precedent to such
release have been satisfied, the Second Lien Agent shall also release the Liens on the Collateral under the Security Documents securing the Obligations under the Notes and this Indenture as provided in the other subparts of Section 15.02(a)
hereof. 
 (d) To the extent required under the mandatory provisions of the Trust Indenture Act, the Issuers will comply with
the provisions of Section 314(b) and 314(d) of the Trust Indenture Act, in each case following qualification of this Indenture pursuant to the Trust Indenture Act. Any certificate or opinion required by Section 314(d) of the Trust
Indenture Act may be delivered by an officer of either Issuer except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert, who shall be reasonably satisfactory to
the Trustee. Notwithstanding anything to the contrary herein, the Issuers and the Guarantors will not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of
counsel (which may be internal counsel), that under the terms of such section or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of
Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. 
  

	 	Section 15.03	Authorization of Receipt of Funds by the Trustee Under the Security Documents. 


Subject to the provisions of the Intercreditor Agreement, the Trustee is authorized to receive any funds for the benefit of the Holders
distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture and the Security Documents. 

  
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	 	Section 15.04	Powers Exercisable by Receiver or Second Lien Agent. 

 In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 15 upon the Issuers or a Guarantor with respect to the release,
sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuers or Guarantor or of any officer or
officers thereof required by the provisions of this Article 15; and if the Collateral shall be in the possession of the Second Lien Agent under any provision of this Indenture, then such powers may be exercised by the Second Lien Agent.

  

	 	Section 15.05	Second Lien Agent. 

 (a)
The Bank of New York Mellon shall be the Second Lien Agent under the Security Documents. The Second Lien Agent shall be under no obligation to exercise any of its rights or powers under the Security Documents at the request of any Holder of the
Notes unless such Holder shall have offered to the Second Lien Agent security and indemnity satisfactory to it against any loss, liability or expense. 
 (b) Each of the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably designates and appoints the Second Lien Agent to act as its agent under this Indenture, the Security Documents
and the Intercreditor Agreement and each of the Trustee and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Second Lien Agent to perform the duties and exercise the rights, powers and discretions that are
specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights, powers and discretions and execute each document to be executed by the Second Lien Agent on its behalf. The
Second Lien Agent agrees to act as such on the express conditions contained in this Section 15.05. 
 (c) The Second Lien
Agent is each Holder’s agent for the purpose of perfecting the Holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code can be perfected only by possession. 

(d) In the event of any amendments, supplements, modifications, extensions, renewals or restatements to any of the First Lien Documents,
the Company shall promptly provide the documentation evidencing such change to the Second Lien Agent. 
  

	 	Section 15.06	Intercreditor Agreement and other Security Documents. 

 Each of the Trustee and the Second Lien Agent is hereby directed and authorized to execute and deliver the Intercreditor Agreement or any other Security Documents in which it is named as a party. It is
hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Second Lien Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any
purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Intercreditor Agreement or any Security Document, the Trustee and the Second Lien Agent each shall have all of
the rights, immunities, indemnities and other protections granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). In the event that any of the provisions within this
Indenture is deemed to conflict with the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control. 

  
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 If Indebtedness is incurred under Section 4.09 hereof and such Indebtedness is secured
on a first-priority basis by any Collateral held or released by the Administrative Agent and the Notes and the Guarantees are secured by any such asset that qualifies as Collateral, then, at the request of the Issuers, the Second Lien Agent and the
representative of the Holders of such Indebtedness will become party to an intercreditor agreement with terms substantially similar to the Intercreditor Agreement (or a supplement to the Intercreditor Agreement),. 

If Indebtedness (including Permitted Additional Pari Passu Obligations) is incurred that is, and is permitted to be pursuant to the terms
of this Indenture, secured on a second-priority basis by any Collateral held or released by the Administrative Agent and the Notes and the Notes and Guarantees are secured by any such asset that qualifies as Collateral, then the Second Lien Agent,
at the request of the Issuers, will enter into an intercreditor agreement with customary terms and provisions, or an amendment or supplement to the Intercreditor Agreement, with the representative of holders of such Indebtedness and the
Administrative Agent (if the Administrative Agent so agrees). 
 If Indebtedness is incurred that is, and is permitted to be
pursuant to the terms of this Indenture, secured on a junior-priority basis by any Collateral, then the Second Lien Agent, at the request of the Issuers, will agree to enter into an intercreditor agreement, with customary terms and provisions, or a
supplement to the Intercreditor Agreement, with the representative of the holders of such Indebtedness and the Administrative Agent (if the Administrative Agent so agrees). 
 [Signatures on following page] 

  
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	DJO FINANCE LLC
		
	By:	 	 /s/ Vickie L. Capps

		 	Name: Vickie L. Capps
		 	Title: Executive Vice President and Chief Financial Officer
	
	DJO FINANCE CORPORATION
		
	By:	 	 /s/ Vickie L. Capps

		 	Name: Vickie L. Capps
		 	Title: Executive Vice President and Chief Financial Officer
	
	ENCORE MEDICAL PARTNERS, LLC
	ENCORE MEDICAL GP, LLC
	EMPI, INC.
	ENCORE MEDICAL ASSET CORPORATION
	DJO, LLC
	ELASTIC THERAPY, LLC
	RIKCO INTERNATIONAL, LLC
		
	By:	 	 /s/ Vickie L. Capps

		 	Name: Vickie L. Capps
		 	Title: Executive Vice President and Chief Financial Officer


 Signature Page to Senior Indenture 







 
			
	ENCORE MEDICAL, L.P.
	By: ENCORE MEDICAL GP, LLC, its general partner
		
	By:	 	 /s/ Vickie L. Capps

		 	Name: Vickie L. Capps
		 	Title: Executive Vice President and Chief Financial Officer


 Signature Page to Senior Indenture 







 
			
	THE BANK OF NEW YORK MELLON, as Trustee and Second Lien Agent
		
	By:	 	 /s/ Mary S. Miselis

		 	Name: Mary S. Miselis
		 	Title: Vice President


 Signature Page to Senior Indenture 







 EXHIBIT A 
 [Face of Note] 
 [Insert the Global Note Legend, if applicable pursuant to the
provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

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

Reference is made to the Intercreditor Agreement, dated as of March 20, 2012, among Credit Suisse AG, as First Lien Agent, The Bank of New York
Mellon, as Second Lien Agent, and DJO Finance LLC and certain of its affiliates (the “Intercreditor Agreement”). Each Holder, by its acceptance of a Note, (a) consents to the subordination of Liens provided for in the
Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Second Lien Agent on behalf of each Holder to enter into
the Intercreditor Agreement as Second Lien Agent on behalf of such Holder. The foregoing provisions are intended as an inducement to the lenders under the Senior Credit Facilities to extend credit to the Company and the Guarantors and such lenders
are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. 
 Notwithstanding anything herein
to the contrary, the lien and security interest granted to the Second Lien Agent pursuant to the Security Documents and the exercise of any right or remedy by the Second Lien Agent hereunder are subject to the provisions of the Intercreditor
Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Indenture, the terms of the Intercreditor Agreement shall govern 

  
 A-1









 CUSIP [23327BAG8][U2540NAD1] 
 ISIN [US23327BAG86][USU2540NAD13] 
 [[RULE 144A][REGULATION S] GLOBAL NOTE

 8.750% Second Priority Senior Secured Notes due 2018 

 

					
	 No.         
	  	[$	        	] 

 DJO FINANCE LLC 
 DJO FINANCE CORPORATION 
 promises to pay to CEDE & CO. or registered assigns, the
principal sum [of $         United States Dollars] [as revised by the Schedule of Exchanges of Interests in the Global Note attached hereto,] on March 15, 2018. 

Interest Payment Dates: March 15 and September 15 
 Record Dates: March 1 and September 1 

  
 A-2









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

Dated: 
  

			
	 DJO FINANCE LLC

		
	 By:
	 	  

		 	 Name:

		 	 Title:

	
	 DJO FINANCE CORPORATION

		
	 By:
	 	  

		 	 Name:

		 	 Title:




  
 A-3









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

Dated: 
  

			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	 By:
	 	  

		 	            Authorized Signatory



  
 A-4









 [Back of Note] 
 8.750% Second Priority Senior Secured Notes due 2018 
 Capitalized terms used
herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
 1. INTEREST.
DJO Finance LLC, a Delaware limited liability company, and DJO Finance Corporation, a Delaware corporation, jointly and severally promise to pay interest on the principal amount of this Note at 8.750% per annum from March 20, 2012 until
maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on March 15 and
September 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be September 15, 2012. The Issuers will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

 2. METHOD OF PAYMENT. The Issuers will pay interest on the Notes and Additional Interest, if any, to the Persons who are
registered Holders of Notes at the close of business on March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, 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, premium and Additional Interest, 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, The Bank of New York Mellon, the Trustee under the
Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to the Holders. The Company or any of its Subsidiaries may act in any such capacity. 

4. INDENTURE. The Issuers issued the Notes under an Indenture, dated as of March 20, 2012 (the “Indenture”), among
DJO Finance LLC, DJO Finance Corporation, the Guarantors named therein, the Trustee and the Second Lien Agent. This Note is one of a duly authorized issue of notes of the Issuers, designated as 8.750% Second Priority Senior Secured Notes due 2018.
The Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 and Section 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act 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. 

  
 A-5









 5. OPTIONAL REDEMPTION. 

(a) Except as described below under clauses 5(b) and 5(c) hereof, the Notes will not be redeemable at the Issuers’ option before
March 15, 2015. 
 (b) At any time prior to March 15, 2015, the Issuers may redeem all or a part of the Notes, upon
not less than 30 nor more than 60 days prior notice mailed by first-class mail or delivered by electronic transmission to the registered address of each Holder or otherwise delivered in accordance with the procedures of DTC, at a redemption price
equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights
of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (c) Until
March 15, 2015, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 108.750% of the aggregate principal amount thereof, plus accrued and unpaid interest
thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds of
one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes that are Notes issued under the Indenture after the Issue Date remains
outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity
Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion of the related Equity
Offering. 
 (d) On and after March 15, 2015, the Issuers may redeem the Notes, in whole or in part, upon not less than 30
nor more than 60 days prior notice by first-class mail, postage prepaid, or by electronic transmission with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, 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 and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of
record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on March 15 of each of the years indicated below: 

 

					
	 Year
	  	Percentage	 
		
	 2015
	  	 	104.375	% 
	 2016
	  	 	102.188	% 
	 2017
	  	 	100.000	% 

 (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 of the Indenture. 
 6. MANDATORY REDEMPTION. The Issuers shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes. 

  
 A-6









 7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption
will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with
Article 8 or Article 13 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date, interest will cease 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 thereof) of each Holder’s Notes at a purchase price equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”), subject to the right of the Holders of the Notes of record on
the relevant Record Date to receive interest due on the relevant Interest Payment Date. The Change of Control Offer shall be made in accordance with Section 4.15 of the Indenture. 

(b) If the Company or any of its Restricted Subsidiaries consummates an Asset Sale, within ten Business Days of each date that Excess
Proceeds exceed $20.0 million, the Issuers shall commence, an offer to all Holders of the Notes (x) in the case of Net Proceeds from Collateral, to the holders of any other Permitted Additional Pari Passu Obligations if required by the terms of
such Permitted Additional Pari Passu Obligations and (y) in the case of any other Net Proceeds, to all holders of other Indebtedness that is pari passu with the Notes or any Guarantee if required by the terms of such Indebtedness
(“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu
Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof; plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the
closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Permitted Additional Pari Passu Obligations or such Pari Passu Indebtedness,
as applicable, 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 other covenants contained in the Indenture. If the aggregate
principal amount of Notes and other Permitted Additional Pari Passu Obligations (in the case of Net Proceeds from Collateral) or other Pari Passu Indebtedness (in the case of any other Net Proceeds) surrendered by such holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and the Permitted Additional Pari Passu Obligations or the Pari Passu Indebtedness, as the case may be, to be purchased on a pro rata basis based on the accreted value or principal
amount of the Notes and such Permitted Additional Pari Passu Obligations or such Pari Passu Indebtedness tendered. Additionally, the Issuers may, at their option, make an Asset Sale Offer using proceeds from any Asset Sale at any time after
consummation of such Asset Sale. Upon completion of any Asset Sale Offer, any Net Proceeds not used to purchase Notes in such Asset Sale Offer shall not be deemed Excess Proceeds and the Company may use any Net Proceeds not required to be used for
general corporate purposes, subject to other covenants contained in the Indenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to
have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 

  
 A-7









 (c) If, following any Event of Loss, the aggregate amount of Excess Loss Proceeds exceeds
$25.0 million, the Issuers shall make an offer (a “Loss Proceeds Offer”) to all Holders of the Notes and to any holders of Permitted Additional Pari Passu Obligations to the extent required by the terms thereof to purchase the
maximum principal amount of Notes and such Permitted Additional Pari Passu Obligations that may be purchased out of such Excess Loss Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued
and unpaid interest thereon, if any, to the date of purchase and in the case of any Permitted Additional Pari Passu Obligations at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and
unpaid interest, if any. 
 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, among other things, to
furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a
Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

 10. [RESERVED] 
 11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 
 12. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture. 

13. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes
to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or
notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee
in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it
determines that withholding notice is in their interest. The Holders of not less than 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 and its consequences under the Indenture, except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder and rescind any acceleration
with respect to the Notes and its consequences (provided such rescission would not conflict with any judgment of a court of competent jurisdiction). The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust
Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement
specifying such Default and what action the Issuers propose to take with respect thereto. 

  
 A-8









 14. GUARANTEES. The Issuers’ obligations under the Notes are fully and unconditionally
guaranteed, jointly and severally, by the Guarantors. 
 15. 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. 
 16.
ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all
the rights set forth in the Registration Rights Agreement, dated as of March 20, 2012, among DJO Finance LLC, DJO Finance Corporation, the Guarantors named therein and the other parties named on the signature pages thereof (the
“Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement). 
 17. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES. 

18. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Issuers have caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed
on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuers at the following
address: 
 c/o DJO Finance LLC 
 1430
Decision Street 
 Vista, California 92081 
 Facsimile: (760) 734-3536 
 Attention: General Counsel 

  
 A-9









 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:	 	  

		 	(Insert assignee’ legal name)
	  

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

	  

	  

	  

	(Print or type assignee’s name, address and zip code)


			
	and irrevocably appoint	 	  


 to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 

 

			
	Date:	 	  


  

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Note)


  

			
	Signature Guarantee*:	 	  


  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other 

 signature guarantor acceptable to the Trustee). 

  
 A-10









 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10, 4.11 or 4.15 of the Indenture, check the
appropriate box below: 
 [    ]
Section 4.10            [    ] Section 4.11            [    ] Section 4.15

 If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10, Section 4.11
or Section 4.15 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-11









 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

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

 

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

  

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


  
 A-12









 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 [DJO Finance LLC/ DJO Finance Corporation] 

1430 Decision Street 
 Vista, California, 92081

 Attention: General Counsel 
 Fax No.:
(760) 734-3536 
 The Bank of New York Mellon 
 101 Barclay Street, Floor 8W 
 New York, New York 10286 

Fax No.: (212) 815-5704 
 Attention:
Corporate Trust Administration 
 Re: 8.750% Second Priority Senior Secured Notes due 2018 

Reference is hereby made to the Indenture, dated as of March 20, 2012 (the “Indenture”), among DJO Finance LLC, DJO
Finance Corporation, the Guarantors named therein and the Trustee and Second Lien Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

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

1. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE
NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby
further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with
respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such
Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. 
 2.
[    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such 

  
 B-1









 
Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention
of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer
is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act. 

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

(a) [    ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act; 
 or 
 (b) [    ] such Transfer is being effected to the Issuer or a subsidiary thereof; 
 or 
 (c) [    ] such Transfer is being effected
pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act. 
 4. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE. 

(a) [    ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 

(b) [    ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the 

  
 B-2









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


  
 B-3









 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-4









 ANNEX A TO CERTIFICATE OF TRANSFER 

 

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

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

	 	(a)	[    ] a beneficial interest in the: 

  

	 	(i)	[    ] 144A Global Note (CUSIP [        ]), or 


 

	 	(ii)	[    ] Regulation S Global Note (CUSIP [        ]), or 


 

	 	(b)	[    ] a Restricted Definitive Note. 

  

	 	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 
  

	 	(a)	[    ] a beneficial interest in the: 

  

	 	(i)	[    ] 144A Global Note (CUSIP [        ]), or 


 

	 	(ii)	[    ] Regulation S Global Note (CUSIP [        ]), or 


 

	 	(iii)	[    ] Unrestricted Global Note (CUSIP [        ]); 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 
 [DJO Finance LLC/ DJO Finance Corporation] 

1430 Decision Street 
 Vista, California 92081

 Attention: General Counsel 
 Fax No.:
(760) 734-3536 
 The Bank of New York Mellon 
 101 Barclay Street, Floor 8W 
 New York, New York 10286 

Fax No.: (212) 815-5704 
 Attention:
Corporate Finance Unit 
 Re: 8.750% Second Priority Senior Secured Notes due 2018 

Reference is hereby made to the Indenture, dated as of March 20, 2012 (the “Indenture”), among DJO Finance LLC, DJO
Finance Corporation, the Guarantors named therein and the Trustee and Second Lien Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

                 (the “Owner”) owns and
proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $         in such Note[s] or interests (the “Exchange”). In connection with the
Exchange, the Owner hereby certifies that: 
 1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN 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


  
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Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted
Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and
(iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 c) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted
Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (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 

  
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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
                    . 
  

			
	 [Insert Name of Transferor]

		
	 By:
	 	  

		 	 Name:

		 	 Title:



  

			
	Dated:	 	 


  
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 EXHIBIT D 
 [FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

 Supplemental Indenture (this “Supplemental Indenture”), dated as of
                    , among                     
(the “Guaranteeing Subsidiary”), a subsidiary of [DJO Finance LLC/DJO Finance Corporation], a Delaware [limited liability company/corporation] (the “Issuer”), and The Bank of New York Mellon, as trustee (the
“Trustee”) and Second Lien Agent. 
 W I T N E S S E T H 

WHEREAS, each of DJO Finance LLC, DJO Finance Corporation and the Guarantors (as defined in the Indenture referred to below) has
heretofore executed and delivered to the Trustee and Second Lien Agent an indenture (the “Indenture”), dated as of March 20, 2012, providing for the issuance of an unlimited aggregate principal amount of 8.750% Second Priority
Senior Secured Notes due 2018 (the “Notes”); 
 WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee and Second Lien Agent 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 Guarantee. The Guaranteeing Subsidiary hereby agrees as follows: 

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of
a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

 (i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid
in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder
or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 
 (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated 

  
 D-1









 
maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary
shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. 
 (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the 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. 
 (c) The following is hereby waived: diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. 

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the
Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. 
 (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), 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. 

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of
any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 
 (g) As between
the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in
Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee. 

(h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under this Guarantee. 
 (i) Pursuant to
Section 11.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to
receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible
such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance. 

  
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 (j) This Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not
so rescinded, reduced, restored or returned. 
 (k) In case any provision of this Guarantee shall be invalid,
illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 (l) This Guarantee shall be a general secured obligation of the Guaranteeing Subsidiary, ranking pari passu in right of payment with all existing and future Senior Indebtedness of the Guaranteeing
Subsidiary, if any. 
 (m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee
shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 
 (3) Execution and
Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 

(4) Merger, Consolidation or Sale of All or Substantially All Assets. 

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with
or into or wind up into (whether or not the Company or Guaranteeing Subsidiary is the surviving corporation), 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 Person unless: 
 (i) (A) the Guaranteeing Subsidiary is the surviving
corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation
organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing
Subsidiary or such Person, as the case may be, being herein called the “Successor Person”); 

(B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the
Guaranteeing Subsidiary under the Indenture, the Security Documents and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

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

  
 D-3









 (D) the Company 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 the Indenture; or 

(ii) the transaction is made in compliance with Section 4.10 of the Indenture; 

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the
Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the
Company. 
 (5) Releases. 
 The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is
required for the release of the Guaranteeing Subsidiary’s Guarantee, upon: 
 (1) (A) any sale, exchange or
transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of
the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture; 
 (B) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release
by or as a result of payment under such guarantee; 
 (C) the proper designation of the Guaranteeing Subsidiary
as an Unrestricted Subsidiary; or 
 (D) the Issuers exercising their Legal Defeasance option or Covenant
Defeasance option in accordance with Article 8 of the Indenture or the Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; and 

(2) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. 
 (6)
No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary) under
the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. 
 (7) Governing Law. THIS SUPPLEMENTAL INDENTURE
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (8) Counterparts. The parties
may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

  
 D-4









 (9) Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof. 
 (10) The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary. 

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuers in respect
of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary
shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full. 

(12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the
Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it
pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 (13) Successors. All agreements of
the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture
shall bind its successors. 

  
 D-5









 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:
	
	THE BANK OF NEW YORK MELLON, as Trustee and Second Lien Agent
		
	By:	 	  

		 	Name:
		 	Title:



  
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