Exhibit 4.1

  

   

  

   Execution Version 

  
    

    

    US FOODS, INC.,

    as Issuer

    

    

    and

    

    

    

    

    

    

    

    

    the Subsidiary Guarantors from time to time parties hereto

    

    

    

    

    

    

    and

    

    

    

    

    

    

    WILMINGTON TRUST, NATIONAL ASSOCIATION,

    as Trustee and as Collateral Agent

    

    

    

    

    

    

    
      


    

    

    

    

    

    

    INDENTURE

    

    

    

    

    

    

    DATED AS OF APRIL 28, 2020

    

    

    

    

    

    

    
      


    

    

    

    

    

    6.250% Senior Secured Notes due 2025

    

    

    

    

    
      
        


    

    TABLE OF CONTENTS

    

    

    

    

    Page

    

    

    	
            ARTICLE I

          
	 
	 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 
	
            Section 101.

          	
            Definitions

          	
            1

          
	
            Section 102.

          	
            Other Definitions

          	
            45

          
	
            Section 103.

          	
            Rules of Construction

          	
            46

          
	
            Section 104.

          	
            [Reserved]

          	
            47

          
	
            Section 105.

          	
            [Reserved]

          	
            47

          
	
            Section 106.

          	
            Compliance Certificates and Opinions

          	
            47

          
	
            Section 107.

          	
            Form of Documents Delivered to Trustee

          	
            47

          
	
            Section 108.

          	
            Acts of Noteholders; Record Dates

          	
            48

          
	
            Section 109.

          	
            Notices, Etc., to Trustee, Collateral Agent and Company

          	
            50

          
	
            Section 110.

          	
            Notices to Holders; Waiver

          	
            50

          
	
            Section 111.

          	
            Effect of Headings and Table of Contents

          	
            51

          
	
            Section 112.

          	
            Successors and Assigns

          	
            51

          
	
            Section 113.

          	
            Separability Clause

          	
            51

          
	
            Section 114.

          	
            Benefits of Indenture

          	
            51

          
	
            Section 115.

          	
            Governing Law

          	
            51

          
	
            Section 116.

          	
            Waiver of Trial by Jury

          	
            51

          
	
            Section 117.

          	
            Legal Holidays

          	
            51

          
	
            Section 118.

          	
            No Personal Liability of Directors, Managers, Officers, Employees, Incorporators and Stockholders

          	
            52

          
	
            Section 119.

          	
            Exhibits and Schedules

          	
            52

          
	
            Section 120.

          	
            Counterparts

          	
            52

          
	
            Section 121.

          	
            Force Majeure

          	
            52

          
	
            Section 122.

          	
            USA PATRIOT Act

          	
            52

          
	
            Section 123.

          	
            Limited Condition Transaction

          	
            52

          
	 	 	 
	
            ARTICLE II

          
	 
	NOTE FORMS
	 
	
            Section 201.

          	
            Forms Generally

          	
            54

          
	
            Section 202.

          	
            Form of Trustee’s Certificate of Authentication

          	
            55

          
	
            Section 203.

          	
            Restrictive and Global Note Legends

          	
            56

          
	 	 	 
	
            ARTICLE III

          
	 
	THE NOTES
	 
	
            Section 301.

          	
            General Terms; Additional Notes

          	
            58

          
	
            Section 302.

          	
            Denominations

          	
            59

          
	
            Section 303.

          	
            Execution, Authentication and Delivery and Dating

          	
            59

          
	
            Section 304.

          	
            Temporary Notes

          	
            60

          


    

    

    
      
        


    

    

    

    	
            Section 305.

          	
            Note Registrar and Paying Agent

          	
            60

          
	
            Section 306.

          	
            Mutilated, Destroyed, Lost and Stolen Notes

          	
            61

          
	
            Section 307.

          	
            Payment of Interest Rights Preserved

          	
            61

          
	
            Section 308.

          	
            Persons Deemed Owners

          	
            62

          
	
            Section 309.

          	
            Cancellation

          	
            62

          
	
            Section 310.

          	
            Computation of Interest

          	
            63

          
	
            Section 311.

          	
            CUSIP Numbers, ISINs, Etc

          	
            63

          
	
            Section 312.

          	
            Book-Entry Provisions for Global Notes

          	
            63

          
	
            Section 313.

          	
            Special Transfer Provisions

          	
            64

          
	 	 	 
	
            ARTICLE IV

          
	 
	COVENANTS
	 
	
            Section 401.

          	
            Payment of Principal, Premium and Interest

          	
            67

          
	
            Section 402.

          	
            Maintenance of Office or Agency

          	
            67

          
	
            Section 403.

          	
            Money for Payments to Be Held in Trust

          	
            67

          
	
            Section 404.

          	
            [Reserved]

          	
            68

          
	
            Section 405.

          	
            SEC Reports

          	
            68

          
	
            Section 406.

          	
            Statement as to Default

          	
            71

          
	
            Section 407.

          	
            Limitation on Indebtedness

          	
            71

          
	
            Section 408.

          	
            [Reserved]

          	
            75

          
	
            Section 409.

          	
            Limitation on Restricted Payments

          	
            75

          
	
            Section 410.

          	
            Limitation on Restrictions on Distributions from Restricted Subsidiaries

          	
            79

          
	
            Section 411.

          	
            Limitation on Sales of Assets and Subsidiary Stock

          	
            81

          
	
            Section 412.

          	
            Limitation on Transactions with Affiliates

          	
            84

          
	
            Section 413.

          	
            Limitation on Liens

          	
            86

          
	
            Section 414.

          	
            Future Subsidiary Guarantors

          	
            86

          
	
            Section 415.

          	
            Purchase of Notes Upon a Change of Control

          	
            86

          
	
            Section 416.

          	
            Suspension of Covenants on Achievement of Investment Grade Rating

          	
            88

          
	
            Section 417.

          	
            Further Assurances

          	
            89

          
	 	 	 
	
            ARTICLE V

          
	 
	
            SUCCESSORS

          
	 
	
            Section 501.

          	
            When the Company May Merge, Etc

          	
            89

          
	
            Section 502.

          	
            Successor Company Substituted

          	
            91

          
	 	 	 
	
            ARTICLE VI

          
	 
	REMEDIES
	 
	
            Section 601.

          	
            Events of Default

          	
            91

          
	
            Section 602.

          	
            Acceleration of Maturity; Rescission and Annulment

          	
            93

          
	
            Section 603.

          	
            Other Remedies; Collection Suit by Trustee

          	
            93

          
	
            Section 604.

          	
            Trustee May File Proofs of Claim

          	
            94

          
	
            Section 605.

          	
            Trustee May Enforce Claims Without Possession of Notes

          	
            94

          
	
            Section 606.

          	
            Application of Money Collected

          	
            94

          
	
            Section 607.

          	
            Limitation on Suits

          	
            94

          
	
            Section 608.

          	
            [Reserved]

          	
            95

          


    

    

    
      
        


    

    

    

    	
            Section 609.

          	
            Restoration of Rights and Remedies

          	
            95

          
	
            Section 610.

          	
            Rights and Remedies Cumulative

          	
            95

          
	
            Section 611.

          	
            Delay or Omission Not Waiver

          	
            95

          
	
            Section 612.

          	
            Control by Holders

          	
            95

          
	
            Section 613.

          	
            Waiver of Past Defaults

          	
            96

          
	
            Section 614.

          	
            Undertaking for Costs

          	
            96

          
	
            Section 615.

          	
            Waiver of Stay, Extension or Usury Laws

          	
            96

          
	 	 	 
	
            ARTICLE VII

          
	 
	THE TRUSTEE
	 
	
            Section 701.

          	
            Certain Duties and Responsibilities

          	
            97

          
	
            Section 702.

          	
            Notice of Defaults

          	
            97

          
	
            Section 703.

          	
            Certain Rights of Trustee

          	
            98

          
	
            Section 704.

          	
            Not Responsible for Recitals or Issuance of Notes

          	
            99

          
	
            Section 705.

          	
            May Hold Notes

          	
            99

          
	
            Section 706.

          	
            Money Held in Trust

          	
            99

          
	
            Section 707.

          	
            Compensation and Reimbursement

          	
            99

          
	
            Section 708.

          	
            Conflicting Interests

          	
            100

          
	
            Section 709.

          	
            Corporate Trustee Required; Eligibility

          	
            100

          
	
            Section 710.

          	
            Resignation and Removal; Appointment of Successor

          	
            100

          
	
            Section 711.

          	
            Acceptance of Appointment by Successor

          	
            101

          
	
            Section 712.

          	
            Merger, Conversion, Consolidation or Succession to Business

          	
            101

          
	
            Section 713.

          	
            Preferential Collection of Claims Against the Company

          	
            102

          
	
            Section 714.

          	
            Appointment of Authenticating Agent

          	
            102

          
	 	 	 
	
            ARTICLE VIII

          
	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND THE COMPANY
	 
	
            Section 801.

          	
            The Company to Furnish Trustee Names and Addresses of Holders

          	
            102

          
	
            Section 802.

          	
            Preservation of Information; Communications to Holders

          	
            102

          
	
            Section 803.

          	
            Reports by Trustee

          	
            103

          
	 	 	 
	
            ARTICLE IX

          
	 
	AMENDMENT, SUPPLEMENT OR WAIVER
	 
	
            Section 901.

          	
            Without Consent of Holders

          	
            103

          
	
            Section 902.

          	
            With Consent of Holders

          	
            104

          
	
            Section 903.

          	
            Execution of Amendments, Supplements or Waivers

          	
            105

          
	
            Section 904.

          	
            Revocation and Effect of Consents

          	
            105

          
	
            Section 905.

          	
            Deemed Consent

          	
            106

          
	
            Section 906.

          	
            Notation on or Exchange of Notes

          	
            106

          
	 	 	 
	
            ARTICLE X

          
	 
	REDEMPTION OF NOTES
	 
	
            Section 1001.

          	
            Applicability of Article

          	
            106

          


    

    

    
      
        


    

    

    

    	
            Section 1002.

          	
            [Reserved]

          	
            106

          
	
            Section 1003.

          	
            Election to Redeem; Notice to Trustee

          	
            106

          
	
            Section 1004.

          	
            Selection by Trustee of Notes to Be Redeemed

          	
            106

          
	
            Section 1005.

          	
            Notice of Redemption

          	
            107

          
	
            Section 1006.

          	
            Deposit of Redemption Price

          	
            108

          
	
            Section 1007.

          	
            Notes Payable on Redemption Date

          	
            108

          
	
            Section 1008.

          	
            Notes Redeemed in Part

          	
            108

          
	
            Section 1009.

          	
            Optional Redemption

          	
            109

          
	 	 	 
	
            ARTICLE XI

          
	 
	SATISFACTION AND DISCHARGE
	 
	
            Section 1101.

          	
            Satisfaction and Discharge of Indenture

          	
            110

          
	
            Section 1102.

          	
            [Reserved]

          	
            111

          
	
            Section 1103.

          	
            Application of Trust Money

          	
            111

          
	 	 	 
	
            ARTICLE XII

          
	 
	DEFEASANCE OR COVENANT DEFEASANCE
	 
	
            Section 1201.

          	
            The Company’s Option to Effect Defeasance or Covenant Defeasance

          	
            111

          
	
            Section 1202.

          	
            Defeasance and Discharge

          	
            112

          
	
            Section 1203.

          	
            Covenant Defeasance

          	
            112

          
	
            Section 1204.

          	
            Conditions to Defeasance or Covenant Defeasance

          	
            112

          
	
            Section 1205.

          	
            Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions

          	
            113

          
	
            Section 1206.

          	
            Reinstatement

          	
            114

          
	
            Section 1207.

          	
            Repayments to the Company

          	
            114

          
	 	 	 
	
            ARTICLE XIII

          
	 
	SUBSIDIARY GUARANTEES
	 
	
            Section 1301.

          	
            Guarantees Generally

          	
            114

          
	
            Section 1302.

          	
            Continuing Guarantees

          	
            116

          
	
            Section 1303.

          	
            Release of Subsidiary Guarantees

          	
            116

          
	
            Section 1304.

          	
            [Reserved]

          	
            117

          
	
            Section 1305.

          	
            Waiver of Subrogation

          	
            117

          
	
            Section 1306.

          	
            Notation Not Required

          	
            118

          
	
            Section 1307.

          	
            Successors and Assigns of Subsidiary Guarantors

          	
            118

          
	
            Section 1308.

          	
            Execution and Delivery of Subsidiary Guarantees

          	
            118

          
	
            Section 1309.

          	
            Notices

          	
            118

          
	 	 	 
	
            ARTICLE XIV

          
	 
	SECURITY
	 
	
            Section 1401.

          	
            Notes Collateral Documents; Additional Collateral

          	
            118

          
	
            Section 1402.

          	
            Concerning the Collateral Agent

          	
            119

          
	
            Section 1403.

          	
            Releases of Collateral

          	
            120

          


    

    

    
      
        


    

    

    

    	
            Section 1404.

          	
            Form and Sufficiency of Release

          	
            121

          
	
            Section 1405.

          	
            Possession and Use of Collateral

          	
            121

          
	
            Section 1406.

          	
            Specified Releases of Collateral; Satisfaction and Discharge; Defeasance

          	
            122

          
	
            Section 1407.

          	
            Purchaser Protected

          	
            122

          
	
            Section 1408.

          	
            Authorization of Actions to be Taken by the Collateral Agent Under the Notes Collateral Documents

          	
            122

          
	
            Section 1409.

          	
            Authorization of Receipt of Funds by the Trustee and the Collateral Agent Under the Notes Collateral Documents

          	
            123

          
	
            Section 1410.

          	
            Powers Exercisable by Receiver or Collateral Agent

          	
            123

          
	
            Section 1411.

          	
            No Individual Action

          	
            123

          
	
            Section 1412.

          	
            Enforcement of Remedies

          	
            123

          


    

    

    

    

    	
            Exhibit A

          	
            Form of Note

          
	
            Exhibit B

          	
            [Reserved]

          
	
            Exhibit C

          	
            Form of Certificate of Beneficial Ownership

          
	
            Exhibit D

          	
            Form of Regulation S Certificate

          
	
            Exhibit E

          	
            Form of Supplemental Indenture in Respect of Subsidiary Guarantees

          
	
            Exhibit F

          	
            Form of Certificate from Acquiring Institutional Accredited Investors

          


    

    

    
      
        


    

    
    

    

    INDENTURE, dated as of April 28, 2020 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among US Foods, Inc., a corporation organized under the laws of the State of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, and Wilmington Trust, National
      Association, a national banking association, as Trustee and as Collateral Agent.

    

    

    W I T N E S S E T H

    

    

    WHEREAS, the Company (as defined herein) has duly authorized the creation of an issue of $1,000,000,000 aggregate principal amount of the Company’s
      6.250% Senior Secured Notes due 2025 (the “Initial Notes”);

    

    

    WHEREAS, the Company has duly authorized the execution and delivery of this Indenture;

    

    

    NOW, THEREFORE, the Company, each Subsidiary Guarantor, the Trustee and the Collateral Agent agree as follows for the benefit of each other and for
      the equal and ratable benefit of the Holders (as defined herein):

    

    

    ARTICLE I

    

    

    DEFINITIONS AND OTHER PROVISIONS

    OF GENERAL APPLICATION

    

    

    Section 101.          Definitions.

    

    

    “2020 Term Loans” means the $700.0 million aggregate principal amount of
      senior secured term loans that the Company borrowed under the Senior Term Facility on April 24, 2020.

    

    

    “ABL Agent” means Wells Fargo Bank, National Association, in its capacity
      as administrative agent under the Senior ABL Agreement and collateral agent for the ABL Facility Secured Parties under the Senior ABL Agreement and the ABL Facility Collateral Documents, together with its successors and permitted assigns under the
      Senior ABL Agreement and the ABL Facility Collateral Documents.

    

    

    “ABL Bank Products Affiliate” means the ABL Agent, any lender under the
      Senior ABL Agreement or any Affiliate of the ABL Agent or any lender under the Senior ABL Agreement (in each case that is not also a lender under the Senior Term Agreement) that has entered into a Bank Products Agreement with the Company or any of
      its Subsidiaries with the obligations of the Company or any such Subsidiary, as applicable, being secured by one or more ABL Facility Collateral Documents.

    

    

    “ABL Facility Collateral Agreement” means the ABL Guarantee and
      Collateral Agreement, dated as of May 31, 2019, among the Company, certain of its Subsidiaries identified therein as grantors and the ABL Agent, together with the documents related thereto (including any supplements thereto), as amended, restated,
      supplemented or otherwise modified from time to time.

    

    

    
      1

      
        


    

    

    

    “ABL Facility Collateral Documents” means the ABL Facility Collateral
      Agreement, the ABL Intercreditor Agreement, the intellectual property security agreements and each other agreement, instrument or other document entered into in favor of the ABL Agent or any of the other ABL Facility Secured Parties for purposes of
      securing the ABL Facility Obligations (including the guarantees thereof), as the same may be amended, restated, supplemented or otherwise modified from time to time.

    

    

    “ABL Facility Documents” means the Senior ABL Agreement, the guarantees
      of the Senior ABL Facility, the ABL Facility Collateral Documents, the Loan Documents (as defined in the Senior ABL Agreement), any Bank Products Agreement between the Company  or any Subsidiary of the Company  and any ABL Bank Products Affiliate,
      any Hedging Agreements between the Company  or any Subsidiary of the Company  and any lender under the Senior ABL Agreement, any Management Loans between the Company  or any Subsidiary of the Company  and any lender under the Senior ABL Facility, and
      those ancillary agreements as to which the ABL Agent or any lender under the Senior ABL Agreement is a party or a beneficiary and all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf of the Company
      or any Subsidiary of the Company or their respective Affiliates, and delivered to the ABL Agent, in connection with any of the foregoing or the Senior ABL Agreement, in each case as the same may be amended, modified or supplemented from time to time.

    

    

    “ABL Facility Obligations” shall mean all obligations of every nature of
      the Company and each Subsidiary of the Company from time to time owed to the ABL Agent, the lenders under the Senior ABL Agreement or any of them, any ABL Bank Products Affiliates, any ABL Hedging Affiliates or any ABL Management Loans Affiliates,
      under any ABL Facility Document, including, without limitation, all “Secured Obligations” as defined in the Senior ABL Agreement, whether for principal, interest, fees, expenses (including interest, fees, and expenses which, but for the filing of a
      petition in bankruptcy with respect to the Company or any Subsidiary of the Company, would have accrued on any ABL Facility Obligation, whether or not a claim is allowed against the Company or any such Subsidiary for such interest, fees, or expenses
      in the related bankruptcy proceeding), reimbursement of amounts drawn under letters of credit, payments for early termination of Hedging Agreements, indemnification or otherwise, and all other amounts owing or due under the terms of the ABL Facility
      Documents, as amended, restated modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

    

    

    “ABL Facility Secured Parties” means (a) the holders of ABL Facility
      Obligations, (b) the Representative(s) with respect thereto and (c) the successors and permitted assigns of each of the foregoing.

    

    

    “ABL Hedging Affiliate” means the ABL Agent, any lender under the Senior
      ABL Agreement or any affiliate of the ABL Agent or any such lender (in each case that is not also a lender under the Senior Term Agreement) that has entered into a Hedging Agreement with the Company or any Subsidiary of the Company with the
      obligations of the Company or such Subsidiary thereunder being secured by one or more ABL Facility Collateral Documents.

    

    

    “ABL Intercreditor Agreement” means that certain intercreditor agreement,
      dated as of May 31, 2019, by and among the Company, the ABL Agent, the Term Loan Agent, the Collateral Agent (pursuant to a joinder agreement executed on the Issue Date) and each additional agent from time to time party thereto, and acknowledged by
      the grantors from time to time party thereto, as may be amended, restated, supplemented or otherwise modified from time to time.

    

    

    “ABL Management Loan Affiliates” means any lender under the Senior ABL
      Agreement or any Affiliate of any such lender (in each case that is not also a lender under the Senior Term Agreement) that has entered into a Management Loan with the Company or any Subsidiary of the Company with the obligations of the Company or
      any such Subsidiary thereunder being secured by one or more ABL Facility Collateral Documents.

    

    

    “ABL Priority Lien” means, with respect to specified Indebtedness, a Lien
      on the ABL Priority Collateral securing such Indebtedness that ranks senior to the Lien on such ABL Priority

    

    

    
      2

      
        


    

    

    

    Collateral securing the Notes or any Subsidiary Guarantee, as applicable, either pursuant to the ABL Intercreditor Agreement or one or more other intercreditor
      agreements having terms no less favorable in any material respect to the Holders in relation to the holders of such specified Indebtedness secured by a Lien on the ABL Priority Collateral that ranks senior to the Lien on such Collateral securing the
      Notes or any Subsidiary Guarantee than the terms of the ABL Intercreditor Agreement applicable to the rights of the Holders in relation to the rights of holders of ABL Facility Obligations with respect to ABL Priority Collateral, as determined in
      good faith by the Company.

    

    

    “ABL Priority Collateral” has the meaning assigned to such term in the
      ABL Intercreditor Agreement.

    

    

    “ABS Facility” mean the accounts receivable financing facility under that
      certain Credit and Security Agreement, dated as of August 27, 2012, among RS Funding Inc., the Company and the other sellers from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, and the several lenders
      party thereto from time to time, as amended, supplemented, amended and restated or otherwise modified from time to time.

    

    

    “Acquired Indebtedness” means Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection with the
      acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be Incurred on the date
      of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.

    

    

    “Additional Assets” means (i) any property or assets that replace the property or assets that are the subject of an Asset Disposition; (ii) any property or assets
      (other than Indebtedness and Capital Stock) used or to be used by the Company or a Restricted Subsidiary or otherwise useful in a Related Business, and any capital expenditures in respect of any property or assets already so used; (iii) the Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company
      or another Restricted Subsidiary; or (iv) Capital Stock of any Person that at such time is a Restricted Subsidiary acquired from a third party.

    

    

    “Additional Non-ABL Secured Debt Obligation Collateral Documents” means,
      in respect of any series of Additional Non-ABL Secured Debt Obligations, each agreement, instrument or other document entered into in favor of the Representative(s) in respect of such Indebtedness or any of the other secured parties in respect
      thereof for purposes of securing the Obligations under such Indebtedness, as the same may be amended, restated, supplemented or otherwise modified from time to time.

    

    

    “Additional Non-ABL Secured Debt Obligation Secured Parties” means
      (a) the holders of any Additional Non-ABL Secured Debt Obligations, (b) any Representative with respect thereto and (c) the successors and assigns of each of the foregoing.

    

    

    “Additional Non-ABL Secured Debt Obligations” means any Obligations
      secured by a Lien on the Non-ABL Priority Collateral and by a Lien on the ABL Priority Collateral, in each case that ranks pari passu as to priority (but
      without regard to control of remedies) with the Lien on such Collateral securing the Obligations in respect of the Notes (including the Subsidiary Guarantees), and that are permitted to be incurred and permitted to be so secured by the Note Documents
      and the other then extant Non-ABL Secured Debt Documents.

    

    

    
      3

      
        


    

    

    

    “Additional Notes” means any additional Notes (other than the Initial
      Notes) issued from time to time under this Indenture in accordance with Section 303, 407 and 413.

    

    

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

    

    

    “Applicable Premium” means, with respect to a Note at any Redemption
      Date, the greater of (i) 1.00% of the principal amount of such Note and (ii) the excess of (A) the present value at such Redemption Date, calculated as of the date of the applicable redemption notice, of (1) the





      redemption price of such Note on April 15, 2022 (such redemption price being that described in Section 1009), plus (2) all required remaining scheduled interest payments due on such Note through such date (excluding accrued and unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate plus 50 basis
      points, over (B) the principal amount of such Note on such Redemption Date, as calculated by the Company or on behalf of the Company by such Person as the Company shall
      designate; provided that such calculation shall not be a duty or obligation of the Trustee.

    

    

    “Asset Disposition” means any sale, lease, transfer or other disposition
      of shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares, or (in the case of a Foreign Subsidiary) to the extent required by applicable law), property or other assets (each referred to for the purposes of this
      definition as a “disposition”) by the Company or any of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction)
      other than (i) a disposition to the Company or a Restricted Subsidiary, (ii) a disposition in
      the ordinary course of business, (iii) a disposition of Cash Equivalents, Investment Grade Securities or Temporary Cash Investments, (iv) the sale or discount (with or without recourse, and on customary or commercially reasonable terms, as determined by the Company in good faith) of accounts receivable or notes receivable arising in
      the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable, (v) any Restricted Payment Transaction, (vi) a disposition that is governed by Article V, (vii) any





      Financing Disposition, (viii) any “fee in lieu” or other disposition of assets to any Governmental Authority that continue in use by the Company or any Restricted
      Subsidiary, so long as the Company or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee, (ix) any exchange of property
      pursuant to or intended to qualify under Section 1031 (or any successor section) of the Code, or any exchange of equipment to be leased, rented or otherwise used in a Related Business, (x) any





      financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including without limitation any sale/leaseback transaction or asset securitization, (xi) any disposition arising from foreclosure, condemnation, eminent domain or similar action with respect to any property or other assets, or exercise of termination rights under any lease, license,
      concession or other agreement, or necessary or advisable (as determined by the Company in good faith) in order to consummate any acquisition of any Person, business or assets, or pursuant to buy/sell arrangements under any joint venture or similar
      agreement or arrangement, or of non-core assets acquired in connection with any acquisition of any Person, business or assets or any Investment, (xii) any disposition of
      Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary, (xiii) a disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or
      other obligation with or to a Person (other than the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in
      connection with such acquisition), entered into in connection with such acquisition, (xiv) a disposition of not more than 5.0% of the outstanding Capital Stock of a Foreign
      Subsidiary that has been approved by the Board of Directors, (xv) any disposition or series of related

    

    

    
      4

      
        


    

    

    

    dispositions for aggregate consideration not to exceed $40.0 million, (xvi) any Exempt Sale
      and Leaseback Transaction, (xvii)  the abandonment or other disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of the
      Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries taken as a whole, (xviii) any license,
      sublicense or other grant of rights in or to any trademark, copyright, patent or other intellectual property, or (xix) the creation or granting of any Lien permitted under
      this Indenture.

    

    

    “Authenticating Agent” means any Person authorized by the Trustee
      pursuant to Section 714 to act on behalf of the Trustee to authenticate Notes.

    

    

    “Bank Products Agreement” means any agreement pursuant to which a bank or
      other financial institution agrees to provide (a) treasury services, (b) credit card, debit
      card,  merchant card, purchasing card, stored value card, non-card electronic payable or similar services (including, without limitation, the processing of payments and other administrative services with respect thereto), (c) cash management or related services (including, without limitation, controlled disbursements, automated clearinghouse transactions, return items, netting, overdrafts, depository, lockbox, stop
      payment, electronic funds transfer, information reporting, wire transfer and interstate depository network services) and (d) other banking, financial or treasury  products
      or services as may be requested by the Company or any Restricted Subsidiary (other than letters of credit and other than loans and advances, except indebtedness arising from services described in clauses (a) through (c) of this definition), including
      for the avoidance of doubt, bank guarantees.

    

    

    “Bank Products Obligations” of any Person means the obligations of such
      Person pursuant to any Bank Products Agreement.

    

    

    “Board of Directors” means, for any Person, the board of directors or
      other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the board of directors or other governing body of such entity or, in either case, any
      committee thereof duly authorized to act on behalf of such board of directors or other governing body. Unless otherwise provided, “Board of Directors” means the Board of
      Directors of the Company.

    

    

    “Borrowing Base” means the sum of (1) 95.0% of the book value of Inventory of the Company and its Restricted Subsidiaries, (2) 85.0% of the book value of
      Receivables of the Company and its Restricted Subsidiaries, (3) 85.0% of the book value of Transportation Equipment of the Company and its Restricted Subsidiaries, (4) 85.0% of the book value (or if higher appraised value) of Real Property of the Company and its Restricted Subsidiaries and (5) cash, Cash Equivalents and Temporary Cash Investments of the Company and its Restricted Subsidiaries (in each case, determined as of the end of the most recently ended fiscal month of the Company for which internal
      consolidated financial statements of the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under Section 405) are available,
      and, in the case of any determination relating to any Incurrence of Indebtedness, on a pro forma basis including (x) any property or assets of a type described above
      acquired since the end of such fiscal month and (y) any property or assets of a type described above being acquired in connection therewith).

    

    

    “Business Day” means a day other than a Saturday, Sunday or other day on
      which commercial banking institutions are authorized or required by law to close in New York City (or any other city in which a Paying Agent maintains its office).

    

    

    
      5

      
        


    

    

    

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

    

    

    “Capitalized Lease Obligation” means an obligation that is required to be
      classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP. The Stated Maturity of any Capitalized Lease Obligation shall be the date of the last payment of rent or any other amount due under the
      related lease.

    

    

    “Captive Insurance Subsidiary” means any Subsidiary of the Company that
      is subject to regulation as an insurance company (or any Subsidiary thereof).

    

    

    “Cash Equivalents” means any of the following: (a) money, (b) securities issued or fully guaranteed or insured by the United States of America, Canada or a member
      state of the European Union or any agency or instrumentality of any thereof, (c) time deposits, certificates of deposit or bankers’ acceptances of (i) any bank or other institutional lender under any Senior Credit Facility or any affiliate thereof or (ii) any
      commercial bank having capital and surplus in excess of $500.0 million (or the foreign currency equivalent thereof as of the date of such investment) and the commercial paper of the holding company of which is rated at least A-2 or the equivalent
      thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or, if at such time neither is issuing ratings, a comparable rating of another nationally recognized rating agency), (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified
      in clause (c)(i) or (c)(ii) above, (e) money market instruments, commercial paper or other short-term obligations rated at least A-2 or the equivalent thereof by S&P or
      at least P-2 or the equivalent thereof by Moody’s (or, if at such time neither is issuing ratings, a comparable rating of another nationally recognized rating agency), (f) investments





      in money market funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment Company Act of 1940, as amended, (g) investments





      similar to any of the foregoing denominated in foreign currencies approved by the Board of Directors, and (h) solely with respect to any Captive Insurance Subsidiary, any
      investment that Person is permitted to make in accordance with applicable law.

    

    

    “Change of Control” means:

    

    

    (i)          any “person” (as such term is used
        in Sections 13(d) and 14(d) of the Exchange Act, as in effect on the Issue Date), other than one or more Permitted Holders or a Parent, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, as in effect on the
        Issue Date), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Company; provided that (x) so long as the Company is a Subsidiary of any Parent, no “person” shall be deemed to be or become a “beneficial owner”, directly or indirectly, of more than 50.0% of the total voting power of the
        Voting Stock of the Company unless such “person” shall be or become a “beneficial owner” of more than 50.0% of the total voting power of the Voting Stock of such Parent (other than a Parent that is a Subsidiary of another Parent) and (y) any Voting Stock of which any Permitted Holder is the “beneficial owner” shall not in any case be included in any Voting Stock of which any such “person” is the “beneficial
        owner”; or

    

    

    (ii)          the Company sells or transfers,
        in one or a series of related transactions, all or substantially all of the assets of the Company and its Restricted Subsidiaries to another Person (other than one or more Permitted Holders) and any “person” (as defined in clause (i) above), other
        than one or more Permitted Holders or any Parent, is or becomes the “beneficial owner”

    

    

    
      6

      
        


    

    

    

    (as so defined), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the transferee Person in such sale or
      transfer of assets, as the case may be; provided that (x) so long as such transferee Person is
      a Subsidiary of a parent Person, no “person” shall be deemed to be or become a “beneficial owner” of more than 50.0% of the total voting power of the Voting Stock of such transferee Person unless such “person” shall be or become a “beneficial owner”
      of more than 50.0% of the total voting power of the Voting Stock of such parent Person (other than a parent Person that is a Subsidiary of another parent Person) and (y) any
      Voting Stock of which any Permitted Holder is the “beneficial owner” shall not in any case be included in any Voting Stock of which any such “person” is the beneficial owner.

    

    

    “Clearstream” means Clearstream Banking, société anonyme, or any
      successor securities clearing agency.

    

    

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

    

    

    “Collateral” means all assets and properties subject to Liens created
      pursuant to any Notes Collateral Document to secure the Obligations in respect of the Notes (including the Subsidiary Guarantees), the Notes Collateral Documents and this Indenture.

    

    

    “Collateral Agent” means Wilmington Trust, National Association in its
      capacity as “Collateral Agent” under this Indenture and under the Notes Collateral Documents or any successor or assign thereto in such capacity.

    

    

    “Collateral Agreement” means the Collateral Agreement, dated as of the
      Issue Date, by and among the Company, certain of its Subsidiaries identified therein as grantors and Wilmington Trust, National Association, as the Collateral Agent, together with the documents related thereto (including the supplements thereto), as
      amended, restated, supplemented or otherwise modified from time to time.

    

    

    “Commodities Agreement” means, in respect of a Person, any commodity
      futures contract, forward contract, option or similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is a party or beneficiary.

    

    

    “Company” means US Foods, Inc., a Delaware corporation, and any successor
      in interest thereto.

    

    

    “Company Request” and “Company Order” mean, respectively, a written request, order or consent signed in the name of the Company by an Officer of the Company.

    

    

    “Consolidated Coverage Ratio” as of any date of determination means the
      ratio of (i) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters of the Company ending prior to the date of such
      determination for which consolidated financial statements of the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under Section 405)
      are available to (ii) Consolidated Interest Expense for such four fiscal quarters; provided
      that

    

    

    (1)          if, since the beginning of such
        period, the Company or any Restricted Subsidiary has Incurred any Indebtedness or the Company has issued any Designated Preferred Stock that remains outstanding on such date of determination or if the transaction giving rise to the need to
        calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness or an issuance of Designated Preferred Stock of the Company, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on
        a pro forma basis to such

    

    

    
      7

      
        


    

    

    

    Indebtedness or Designated Preferred Stock as if such Indebtedness or Designated Preferred Stock had been Incurred or issued, as applicable, on the
      first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (B) if





      such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation),

    

    

    (2)          if, since the beginning of such
        period, the Company or any Restricted Subsidiary has repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged any Indebtedness or any Designated Preferred Stock of the Company that is no longer outstanding on such date
        of determination (each, a “Discharge”) or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in
        each case other than Indebtedness Incurred under any revolving credit facility, unless such Indebtedness has been repaid with an equivalent permanent reduction in commitments thereunder) or a Discharge of Designated Preferred Stock of the Company,
        Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Discharge of such Indebtedness or Designated Preferred Stock, including with the proceeds of such new
        Indebtedness or new Designated Preferred Stock of the Company, as if such Discharge had occurred on the first day of such period,

    

    

    (3)          if, since the beginning of such
        period, the Company or any Restricted Subsidiary shall have disposed of any company, any business or any group of assets constituting an operating unit of a business, including any such disposition occurring in connection with a transaction causing
        a calculation to be made hereunder, or designated any Restricted Subsidiary as an Unrestricted Subsidiary (any such disposition or designation, a “Sale”), the Consolidated
        EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if
        negative) attributable thereto for such period, and Consolidated Interest Expense for such period shall be reduced by an amount equal to (A) the Consolidated Interest
        Expense attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged with respect to the Company and its continuing Restricted Subsidiaries in
        connection with such Sale for such period (including, but not limited to, through the assumption of such Indebtedness by another Person) plus (B) if the Capital Stock of
        any Restricted Subsidiary is disposed of in such Sale or any Restricted Subsidiary is designated as an Unrestricted Subsidiary, the Consolidated Interest Expense for such period attributable to the Indebtedness of such Restricted Subsidiary to the
        extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Sale,

    

    

    (4)          if, since the beginning of such
        period, the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any business or any group of
        assets constituting an operating unit of a business, including any such Investment or acquisition occurring in connection with a transaction causing a calculation to be made hereunder, or designated any Unrestricted Subsidiary as a Restricted
        Subsidiary (any such Investment, acquisition or designation, a “Purchase”), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after
        giving pro forma effect thereto (including the Incurrence of any related Indebtedness) as if such Purchase occurred on the first day of such period, and

    

    

    
      8

      
        


    

    

    

    (5)          if, since the beginning of such
        period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company or any Restricted Subsidiary, and since the beginning of such period such Person shall have discharged any Indebtedness or made any Sale or
        Purchase that would have required an adjustment pursuant to clause (2), (3) or (4) above if made by the Company or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period
        shall be calculated after giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such period;

    

    

    

    

    provided that (in the event that the Company shall classify Indebtedness Incurred on the
      date of determination as Incurred in part under Section 407(a) and in part under Section 407(b),
      as provided in Section 407(c)(iii)) any such pro forma calculation of Consolidated Interest Expense shall not give effect to any such Incurrence of Indebtedness on the date
      of determination pursuant to Section 407(b) (other than, if the Company at its option has elected to disregard Indebtedness being Incurred on the date of determination in
      part pursuant to Section 407(a) for purposes of calculating the Consolidated Total Leverage Ratio for Incurring Indebtedness on the date of determination in part pursuant
      to Section 407(b)(xi)) or to any Discharge of Indebtedness from the proceeds of any such Incurrence pursuant to Section 407(b) (other than Section 407(b)(xi),  if the Incurrence of Indebtedness pursuant to Section 407(b)(xi) is being given effect to in the calculation of the Consolidated Coverage Ratio).

    

    

    For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or
      earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred, Designated Preferred Stock issued, or Indebtedness or Designated Preferred Stock repaid, repurchased, redeemed, defeased or otherwise
      acquired, retired or discharged in connection therewith, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall
      be as determined in good faith by the Chief Financial Officer or an authorized Officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be
      calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the
      Company or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate, a secured overnight financing rate, or other fixed or floating rate, and such Indebtedness is being given pro forma
      effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Company or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving
      credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest
      rate determined in good faith 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.

    

    

    “Consolidated EBITDA” means, for any period, the Consolidated Net Income
      for such period, plus (x) the following to the extent deducted in calculating such Consolidated Net Income, without duplication: (i) provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital (including penalties and interest, if any), (ii) Consolidated





      Interest Expense, all items excluded from the definition of Consolidated Interest Expense pursuant to clause (iii) thereof (other than Special Purpose Financing Expense), any Special Purpose Financing Fees, and to the extent not reflected in
      Consolidated Interest Expense, costs of surety bonds in connection with financing activities, (iii) depreciation, (iv) amortization (including but not limited to amortization of goodwill and intangibles

    

    

    
      9

      
        


    

    

    

    and amortization and write-off of financing costs), (v) any non-cash charges or non-cash
      losses, (vi) any expenses or charges related to any Equity Offering, Investment or Indebtedness permitted by this Indenture (whether or not consummated or incurred, and
      including any offering or sale of Capital Stock of a Parent to the extent the proceeds thereof were intended to be contributed to the equity capital of the Company or any of its Restricted Subsidiaries), (vii) the amount of any loss attributable to non-controlling interests, (viii) all deferred financing costs written off and premiums paid
      in connection with any early extinguishment of Hedging Obligations or other derivative instruments, (ix) any management, monitoring, consulting and advisory fees and related
      expenses paid to any of the Prior Sponsors or any of their respective Affiliates, (x) interest and investment income, (xi) the amount of loss on any Financing Disposition, and (xii) any costs or expenses pursuant to any management or employee stock option or other
      equity-related plan, program or arrangement, or other benefit plan, program or arrangement, or any equity subscription or equityholder agreement, to the extent funded with cash proceeds contributed to the capital of the Company or an issuance of
      Capital Stock of the Company (other than Disqualified Stock) and excluded from the calculation set forth in Section 409(a)(3), plus (y) the amount of net cost savings projected by the Company in good faith to be realized as the result of actions taken or to be taken on or prior to the date that is 24 months after the Issue Date, or
      24 months after the consummation of any operational change, respectively (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period
      from such actions (which adjustments may be incremental to pro forma adjustments made pursuant to the proviso to the definition of “Consolidated Coverage Ratio,” “Consolidated Secured Leverage Ratio” or “Consolidated Total Leverage Ratio”).

    

    

    “Consolidated Interest Expense” means, for any period, (i) the total interest expense of the Company and its Restricted Subsidiaries to the extent deducted in calculating Consolidated Net Income, net of any interest income of the
      Company and its Restricted Subsidiaries, including without limitation, any such interest expense consisting of (A) interest expense attributable to Capitalized Lease
      Obligations, (B) amortization of debt discount, (C) interest in respect of Indebtedness of any
      other Person that has been Guaranteed by the Company or any Restricted Subsidiary, but only to the extent that such interest is actually paid by the Company or any Restricted Subsidiary, (D) non-cash





      interest expense, (E) the interest portion of any deferred payment obligation, and (F) commissions,





      discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, plus (ii) Preferred Stock dividends paid in cash in respect of
      Disqualified Stock of the Company held by Persons other than the Company or a Restricted Subsidiary, or in respect of Designated Preferred Stock of the Company pursuant to Section 409(b)(xi)(A),
      minus (iii) to the extent otherwise included in such interest expense referred to in clause (i) above, amortization or write-off of financing costs, Special Purpose
      Financing Expense, accretion or accrual of discounted liabilities not constituting Indebtedness, expense resulting from discounting of Indebtedness in conjunction with recapitalization or purchase accounting, and any “additional interest” in respect
      of registration rights arrangements for any securities, in each case under clauses (i) through (iii) above as determined on a Consolidated basis in accordance with GAAP; provided
      that gross interest expense shall be determined after giving effect to any net payments made or received by the Company and its Restricted Subsidiaries with respect to Interest Rate Agreements.

    

    

    “Consolidated Net Income” means, for any period, the net income (loss) of
      the Company and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends; provided
      that, without duplication, there shall not be included in such Consolidated Net Income:

    

    

    (i)          any net income (loss) of any
        Person if such Person is not the Company or a Restricted Subsidiary, except that  the Company’s or any Restricted Subsidiary’s net income for such period shall be increased by the aggregate amount actually dividended or distributed or that (as
        determined by the Company in good faith, which determination shall be conclusive) could

    

    

    
      10

      
        


    

    

    

    have been dividended or distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution
      (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii) below),

    

    

    (ii)          solely for purposes of
        determining the amount available for Restricted Payments under Section 409(a)(3)(A), any net income (loss) of any Restricted Subsidiary that is not a Subsidiary Guarantor
        if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly or indirectly, to the Company by operation of the terms of
        such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (x) restrictions that have been waived or otherwise released, (y) restrictions pursuant to the Note Documents, the Senior
        Term Agreement, the Term Loan Collateral Document, the Senior ABL Agreement and the ABL Facility Collateral Documents, and (z) restrictions in effect on the Issue Date
        with respect to a Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole are not materially less favorable to the Noteholders than such restrictions in effect on the Issue Date as determined by
        the Company in good faith), except that the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was
        or that (as determined by the Company in good faith, which determination shall be conclusive) could have been made by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary (subject, in the case of a dividend
        that could have been made to another Restricted Subsidiary, to the limitation contained in this clause (ii)),

    

    

    (iii)        (x) any gain or loss realized upon the sale, abandonment or other disposition of any asset of the Company or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is
        not sold, abandoned or otherwise disposed of in the ordinary course of business (as determined by the Company in good faith) and (y) any gain or loss realized upon the
        disposal, abandonment or discontinuation of operations of the Company or any Restricted Subsidiary,

    

    

    (iv)        any extraordinary, unusual or
        nonrecurring gain, loss or charge (including fees, expenses and charges (or any amortization thereof) associated with the IPO, the Transactions or any acquisition, merger or consolidation, whether or not completed), any severance, relocation,
        consolidation, closing, integration, facilities opening, business optimization, transition or restructuring costs, charges or expenses, any signing, retention or completion bonuses, and any costs associated with curtailments or modifications to
        pension and post-retirement employee benefit plans,

    

    

    (v)          the cumulative effect of a change
        in accounting principles,

    

    

    (vi)        all deferred financing costs
        written off and premiums paid in connection with any early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments,

    

    

    (vii)        any unrealized gains or losses in
        respect of Hedge Agreements,

    

    

    (viii)      any unrealized foreign currency
        transaction gains or losses, including in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person,

    

    

    
      11

      
        


    

    

    

    (ix)         any non-cash compensation charge
        arising from any grant of limited liability company interests, stock, stock options or other equity based awards,

    

    

    (x)         to the extent otherwise included
        in Consolidated Net Income, any unrealized foreign currency translation or transaction gains or losses, including in respect of Indebtedness or other obligations of the Company or any Restricted Subsidiary owing to the Company or any Restricted
        Subsidiary,

    

    

    (xi)        any non-cash charge, expense or
        other impact attributable to application of the purchase or recapitalization method of accounting (including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the
        extent resulting from such purchase or recapitalization accounting adjustments), non-cash charges for deferred tax valuation allowances and non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable
        standard under GAAP,

    

    

    (xii)       any impairment charge or asset
        write-off, including any charge or write-off related to intangible assets, long-lived assets or investments in debt and equity securities, and any amortization of intangibles,

    

    

    (xiii)       expenses related to non-cash
        compensation related expenses,

    

    

    (xiv)      any fees and expenses (or
        amortization thereof), and any charges or costs, in connection with any acquisition, Investment, Asset Disposition, issuance of Capital Stock, issuance, repayment or refinancing of Indebtedness, or amendment or modification of any agreement or
        instrument relating to any Indebtedness (in each case, whether or not completed, and including any such transaction consummated prior to the Issue Date), and

    

    

    (xv)        to the extent covered by insurance
        and actually reimbursed (or the Company has determined that there exists reasonable evidence that such amount will be reimbursed by the insurer and such amount is not denied by the applicable insurer in writing within 180 days and is reimbursed
        within 365 days of the date of such evidence (with a deduction in any future calculation of Consolidated Net Income for any amount so added back to the extent not so reimbursed within such 365-day period)), any expenses with respect to liability or
        casualty events or business interruption;

    

    

    provided, further,
      that the exclusion of any item pursuant to the foregoing clauses (i) through (xv) shall also exclude the tax impact of any such item, if applicable.

    

    

    Notwithstanding the foregoing, for the purpose of Section 409(a)(3)(A)
      only, there shall be excluded from Consolidated Net Income, without duplication, any income consisting of dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Company or a Restricted
      Subsidiary, and any income consisting of return of capital, repayment or other proceeds from dispositions or repayments of Investments consisting of Restricted Payments, in each case to the extent such income would be included in Consolidated Net
      Income and such related dividends, repayments, transfers, return of capital or other proceeds are applied by the Company to increase the amount of Restricted Payments permitted under Section





          409(a)(3)(C) or Section 409(a)(3)(D).

    

    

    “Consolidated Secured Indebtedness” means, as of any date of
      determination, (i) an amount equal to the sum of, without duplication, Consolidated Total Indebtedness (without regard to clause (ii) of the definition thereof) and any
      Ratio Tested Committed Amount as of such date that, in each

    

    

    
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    case, is either (x) then secured by Liens on property or assets of the Company and its
      Restricted Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby) or (y) Incurred





      (or, in the case of any Ratio Tested Committed Amount, established) pursuant to Section 407(b)(i)(II), minus (ii) the





      sum of (A) the amount of such Indebtedness consisting of Indebtedness under the Senior ABL Facility and (B) cash,





      Cash Equivalents and Temporary Cash Investments held by the Company and its Restricted Subsidiaries as of the end of the most recent four consecutive fiscal quarters of the Company ending prior to the date of such determination for which consolidated
      financial statements of the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under Section 405) are available.

    

    

    “Consolidated Secured Leverage Ratio” means, as of any date of
      determination, the ratio of (i) Consolidated Secured Indebtedness as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters of the Company ending prior to the date of such determination
      for which consolidated financial statements of the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under Section 405) are
      available, provided that:

    

    

    (1)         if, since the beginning of such
        period, the Company or any Restricted Subsidiary shall have made a Sale (including any Sale occurring in connection with a transaction causing a calculation to be made hereunder), the Consolidated EBITDA for such period shall be reduced by an
        amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;

    

    

    (2)         if, since the beginning of such
        period, the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated EBITDA
        for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; and

    

    

    (3)          if, since the beginning of such
        period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company or any Restricted Subsidiary, and since the beginning of such period such Person shall have made any Sale or Purchase that would have required
        an adjustment pursuant to clause (1) or (2) above if made by the Company or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Sale or
        Purchase occurred on the first day of such period;

    

    

    provided that, in the event that the Company shall classify Indebtedness Incurred on the
      date of determination as Incurred in part pursuant to Section 407(b)(i)(II) and, that is secured by Liens on property or assets of the Company and its Restricted
      Subsidiaries, in part pursuant to one or more other clauses or subclauses of Section 407(b) and/or pursuant to Section 407(a) (as provided in Section 407(c)(ii) and Section 407(c)(iii)),





      Consolidated Secured Indebtedness shall not include any such Indebtedness (and shall not give effect to any Discharge of Consolidated Secured Indebtedness from the proceeds thereof) to the extent Incurred pursuant to any such other clause or
      subclause of such Section 407(b) and/or pursuant to such Section 407(a).

    

    

    For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or
      earnings relating thereto, the pro forma

    

    

    
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    calculations in respect thereof (including, without limitation, in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other
      transaction) shall be as determined in good faith by the Chief Financial Officer or another authorized Officer of the Company.

    

    

    “Consolidated Tangible Assets” means, as of any date of determination,
      the total assets less the sum of the goodwill, net, and other intangible assets, net, in each case reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of the most recently ended fiscal quarter of
      the Company for which such a balance sheet is available, determined on a Consolidated basis in accordance with GAAP (and, in the case of any determination relating to any Incurrence of Indebtedness or Liens or any Investment, on a pro forma basis
      including any property or assets being acquired in connection therewith).

    

    

    “Consolidated Total Indebtedness” means, as of any date of determination,
      an amount equal to (i) the aggregate principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries as of such date consisting of (without
      duplication) Indebtedness for borrowed money (including Purchase Money Obligations and unreimbursed outstanding drawn amounts under funded letters of credit); Capitalized Lease Obligations; debt obligations evidenced by bonds, debentures, notes or
      similar instruments; Disqualified Stock; and (in the case of any Restricted Subsidiary that is not a Subsidiary Guarantor) Preferred Stock, determined on a Consolidated basis in accordance with GAAP (excluding (x) items eliminated in Consolidation and (y) Hedging Obligations), minus (ii) the sum of (A) the amount of such Indebtedness consisting of Indebtedness of a type referred to in, or Incurred pursuant to, Section 407(b)(ix), (B) the amount of such Indebtedness consisting of Indebtedness under the Senior
      ABL Facility and (C) cash, Cash Equivalents and Temporary Cash Investments held by the Company and its Restricted Subsidiaries as of the end of the most recent four
      consecutive fiscal quarters of the Company ending prior to the date of such determination for which consolidated financial statements of the Company (or any Parent whose financial statements satisfy the Company’s reporting obligations under Section 405) are available.

    

    

    “Consolidated Total Leverage Ratio” means, as of any date of
      determination, the ratio of (i) Consolidated Total Indebtedness as at such date (after giving effect to any Incurrence or Discharge of Indebtedness on such date) to (ii) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters of the Company ending prior to the date of such determination
      for which consolidated financial statements of the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under Section 405) are
      available, provided that:

    

    

    (1)          if, since the beginning of such
        period, the Company or any Restricted Subsidiary shall have made a Sale (including any Sale occurring in connection with a transaction causing a calculation to be made hereunder), the Consolidated EBITDA for such period shall be reduced by an
        amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period;

    

    

    (2)         if, since the beginning of such
        period, the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated EBITDA
        for such period shall be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; and

    

    

    (3)          if, since the beginning of such
        period, any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company or any Restricted Subsidiary, and since

    

    

    
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    the beginning of such period such Person shall have made any Sale or Purchase that would have required an adjustment pursuant to clause (1) or (2)
      above if made by the Company or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such
      period;

    

    

    provided that, for purposes of the foregoing calculation, in the event that the Company
      shall classify Indebtedness Incurred on the date of determination as Incurred in part pursuant to Section 407(b)(xi) (other than by reason of subclause (2) of the proviso
      to such Section 407(b)(xi)) and in part pursuant to one or more other clauses of such Section 407(b)
      and/or (unless the Company at its option has elected to disregard Indebtedness being Incurred on the date of determination in part pursuant to subclause (2) of the proviso to Section
          407(b)(xi) for purposes of calculating the Consolidated Coverage Ratio for Incurring Indebtedness on the date of determination in part under Section 407(a))
      pursuant to Section 407(a) (as provided in Section 407(c)(ii) and (iii)), Consolidated Total Indebtedness shall not include any such Indebtedness Incurred pursuant to one or more such other clauses of such Section 407(b) and/or pursuant to such Section 407(a), and shall not give effect to any Discharge of any Indebtedness from the proceeds of any such
      Indebtedness being disregarded for purposes of the calculation of the Consolidated Total Leverage Ratio that otherwise would be included in Consolidated Total Indebtedness.

    

    

    For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or
      earnings relating thereto, the pro forma calculations in respect thereof (including, without limitation, in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good
      faith by the Chief Financial Officer or another authorized Officer of the Company.

    

    

    “Consolidation” means the consolidation of the accounts of each of the
      Restricted Subsidiaries with those of the Company in accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted
      Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will be accounted for as an investment. The term “Consolidated” has a correlative meaning.

    

    

    “Contingent Obligation” means, with respect to any Person, any obligation
      of such Person guaranteeing any obligation that does not constitute Indebtedness (a “primary obligation”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or
      not contingent, (1) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (2) to advance or supply funds (a) for the purchase or payment of any such primary obligation, or (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss
      in respect thereof.

    

    

    “Contribution Amounts” means the aggregate amount of capital
      contributions applied by the Company to permit the Incurrence of Contribution Indebtedness pursuant to Section 407(b)(x).

    

    

    “Contribution Indebtedness” means Indebtedness of the Company or any
      Restricted Subsidiary in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than Excluded Contributions, the proceeds from the issuance of Disqualified Stock or contributions by the Company or any
      Restricted Subsidiary) made to the capital of the Company or such Restricted Subsidiary after the Issue Date (whether through the issuance or sale of Capital Stock or

    

    

    
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    otherwise); provided that such Contribution Indebtedness (a) is Incurred within 180 days after the receipt of the related cash contribution and (b) is so designated as Contribution
      Indebtedness pursuant to an Officer’s Certificate on the date of Incurrence thereof. “Corporate Trust Office” means the office of the Trustee at which at any particular time
      its corporate trust business related to this Indenture shall be administered, which office on the Issue Date is located at 246 Goose Lane, Suite 105, Guilford, Connecticut 06437.

    

    

    “Credit Facilities” means one or more of (i) the Senior Term Facility, (ii) the Senior ABL Facility, and (iii)  any other facilities or arrangements designated by the Company, in each case with one or more banks or other lenders or institutions providing for revolving credit loans, term loans, receivables, inventory or real
      estate financings (including without limitation through the sale of receivables, inventory, real estate and/or other assets to such institutions or to special purpose entities formed to borrow from such institutions against such receivables,
      inventory, real estate and/or other assets or the creation of any Liens in respect of such receivables, inventory, real estate and/or other assets in favor of such institutions), letters of credit or other Indebtedness, in each case, including all
      agreements, instruments and documents executed and delivered pursuant to or in connection with any of the foregoing, including but not limited to any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement,
      patent, trademark and copyright security agreement, mortgages or letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, in each case as the same may be amended, supplemented, waived or
      otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original banks, lenders or institutions or other banks,
      lenders or institutions or otherwise, and whether provided under any original Credit Facility or one or more other credit agreements, indentures, financing agreements or other Credit Facilities or otherwise). Without limiting the generality of the
      foregoing, the term “Credit Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors thereunder, (iii) increasing the
      amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

    

    

    “Credit Facility Indebtedness” means any and all amounts, whether
      outstanding on the Issue Date or thereafter Incurred, payable under or in respect of any Credit Facility, including without limitation principal, premium (if any), interest (including interest accruing on or after the filing of any petition in
      bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary
      obligations of any nature and all other amounts payable thereunder or in respect thereof.

    

    

    “Currency Agreement” means, in respect of a Person, any foreign exchange
      contract, currency swap agreement or other similar agreement or arrangements (including derivative agreements or arrangements), as to which such Person is a party or a beneficiary.

    

    

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

    

    

    “Depositary” means The Depository Trust Company, its nominees and
      successors.

    

    

    “Designated Noncash Consideration” means noncash consideration received
      by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

    

    

    
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    “Designated Preferred Stock” means Preferred Stock of the Company (other
      than Disqualified Stock) or any Parent that is issued after the Issue Date for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate of the Company; provided that the cash proceeds of such issuance shall be excluded from the calculation set forth in Section 409(a)(3)(B).

    

    

    “Designated Senior Indebtedness” means with respect to a Person (i) the Credit Facility Indebtedness under or in respect of the Senior Credit Facilities and (ii) any
      other Senior Indebtedness of such Person that, at the date of determination, has an aggregate principal amount equal to or under which, at the date of determination, the holders thereof are committed to lend up to, at least $25.0 million and is
      specifically designated by such Person in an agreement or instrument evidencing or governing such Senior Indebtedness as “Designated Senior Indebtedness” for purposes of
      this Indenture.

    

    

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

    

    

    “Disqualified Stock” means, with respect to any Person, any Capital Stock
      (other than Management Stock) that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (other than following the occurrence of a Change of
      Control or other similar event described under such terms as a “change of control,” or an Asset Disposition or other disposition) (i) matures or is mandatorily redeemable
      pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof (other than following the occurrence of a Change of Control or other similar event described under such terms as a “change of control,” or an Asset Disposition
      or other disposition), in whole or in part, in each case on or prior to the final Stated Maturity of the Notes; provided that Capital Stock issued to any employee benefit
      plan, or by any such plan to any employees of the Company or any Subsidiary, shall not constitute Disqualified Stock solely because it may be required to be repurchased or otherwise acquired or retired in order to satisfy applicable statutory or
      regulatory obligations.

    

    

    “Documents” has the meaning given to such term in the New York UCC.

    

    

    “Domestic Subsidiary” means any Restricted Subsidiary of the Company
      other than a Foreign Subsidiary.

    

    

     “Equity Offering” means a sale of Capital Stock (x) that is a sale of Capital Stock of the Company (other than Disqualified Stock or sales to Restricted Subsidiaries of the Company) or (y) that is a sale of Capital Stock of a direct or indirect parent of the Company the proceeds of which in an amount equal to or exceeding the Redemption Amount are contributed to the common equity capital of the Company or
      any of its Restricted Subsidiaries (other than proceeds from a sale to Restricted Subsidiaries of Capital Stock of the Company).

    

    

    “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear
      System, or any successor securities clearing agency.

    

    

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

    

    

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

    

    

    “Excluded Contribution” means Net Cash Proceeds, or the Fair Market Value
      (as of the date of contribution) of property or assets, received by the Company as capital contributions to the Company after the Issue Date or from the issuance or sale (other than to a Restricted Subsidiary) of Capital Stock (other than
      Disqualified Stock) of the Company, in each case to the extent designated as an Excluded Contribution pursuant to an Officer’s Certificate of the Company and not previously included in the calculation set forth in Section 409(a)(3)(B)(x) for purposes of determining whether a Restricted Payment may be made.

    

    

    “Exempt Sale and Leaseback Transaction” means any Sale and Leaseback
      Transaction (a) in which the sale or transfer of property occurs within 180 days of the acquisition of such property by the Company or any of its Subsidiaries or (b) that involves property with a book value equal to the greater of $250.0 million and 4.5% of Consolidated Tangible Assets or less and is not part of a series of related Sale
      and Leaseback Transactions involving property with an aggregate value in excess of such amount and entered into with a single Person or group of Persons. For purposes of the foregoing, “Sale





          and Leaseback Transaction” means any arrangement with any Person providing for the leasing by the Company or any of its Subsidiaries of real or personal property that has been or is to be sold or transferred by the Company or any such
      Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Company or such Subsidiary.

    

    

    “Existing Unsecured Notes” means the Company’s existing 5.875% Senior
      Notes due 2024.

    

    

    “Existing Unsecured Notes Indenture” means the Indenture, dated as of
      June 27, 2016, among the Company, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee, as supplemented by the First Supplemental Indenture, dated as of June 27, 2016, among the Company, the subsidiary
      guarantors party thereto and Wilmington Trust, National Association, as trustee, and as further amended, supplemented or otherwise modified from time to time.

    

    

    “Fair Market Value” means, with respect to any asset or property, the
      fair market value of such asset or property as determined in good faith by senior management of the Company or the Board of Directors, whose determination shall be conclusive.

    

    

    “Financing Disposition” means any sale, transfer, conveyance or other
      disposition of, or creation or incurrence of any Lien on, property or assets (a) by the Company or any Subsidiary thereof to or in favor of any Special Purpose Entity, or by
      any Special Purpose Subsidiary, in each case in connection with the Incurrence by a Special Purpose Entity of Indebtedness, or obligations to make payments to the obligor on Indebtedness, which may be secured by a Lien in respect of such property or
      assets or (b) by the Company or any Subsidiary thereof to or in favor of any Special Purpose Entity that is not a Special Purpose Subsidiary.

    

    

    “Fixed GAAP Date” means July 3, 2007; provided that at any time after the Issue Date, the Company may by written notice to the Trustee elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the
      Fixed GAAP Date shall be such date for all periods beginning on and after the date specified in such notice.

    

    

    
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    “Fixed GAAP Terms” means (a) the definitions of the terms “Borrowing Base”, “Capitalized Lease Obligation”, “Consolidated Coverage Ratio”, “Consolidated EBITDA”, “Consolidated Interest Expense”, “Consolidated Net Income”, “Consolidated
      Secured Indebtedness”, “Consolidated Secured Leverage Ratio”, “Consolidated Tangible Assets”, “Consolidated Total Indebtedness”, “Consolidated Total Leverage Ratio”, “Consolidation”, “Inventory” and “Receivable”, (b) all defined terms in this Indenture to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions, and (c) any other term or provision of this Indenture or the Notes that, at the Company’s election, may be specified by the Company by written notice to the Trustee from time to
      time.

    

    

    “Foreign Subsidiary” means any Subsidiary of the Company (a) that is not organized under the laws of the United States of America or any state thereof or the District of Columbia, and any Subsidiary of such Foreign Subsidiary
      (including, for the avoidance of doubt, any Subsidiary of the Company which is organized and existing under the laws of Puerto Rico or any other territory of the United States of America), or (b) that has no material assets other than securities or indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), intellectual property relating to such Foreign Subsidiaries (or Subsidiaries thereof), and/or
      other assets (including cash, Cash Equivalents and Temporary Cash Investments) relating to an ownership interest in any such securities, indebtedness, intellectual property or Subsidiaries.

    

    

    “GAAP” means generally accepted accounting principles in the United
      States of America as in effect on the Fixed GAAP Date (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes under this Indenture), including those set forth in the opinions and pronouncements of the
      Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment
      of the accounting profession, and subject to the following sentence. If at any time the SEC permits or requires U.S. domiciled companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting
      purposes, the Company (or any applicable Parent whose financial statements satisfy the Company’s reporting obligations under Section 405) may elect by written notice to the
      Trustee to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the
      date specified in such notice, IFRS as in effect on the date specified in such notice (for purposes of the Fixed GAAP Terms) and as in effect from time to time (for all other purposes under this Indenture) and (b) for prior periods, GAAP as defined in the first sentence of this definition. All ratios and computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP.

    

    

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

    

    

    “Grantor” means the Company and each Subsidiary Guarantor.

    

    

    “Guarantee” means any obligation, contingent or otherwise, of any Person
      directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person; provided that the term “Guarantee” shall not include endorsements for
      collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

    

    

    
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    “Guarantor Subordinated Obligations” means, with respect to a Subsidiary
      Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee
      pursuant to a written agreement.

    

    

    “Guarantor Supplemental Indenture” means a Supplemental Indenture, to be
      entered into substantially in the form attached hereto as Exhibit E.

    

    

    “Hedge Agreements” means, collectively, Interest Rate Agreements,
      Currency Agreements and Commodities Agreements.

    

    

    “Hedging Agreement” means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates
      or currency, commodity or equity values (including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreement or arrangements), and any confirmation executed in connection with any such
      agreement or arrangement.

    

    

    “Hedging Obligations” of any Person means the obligations of such Person
      pursuant to any Interest Rate Agreement, Currency Agreement or Commodities Agreement.

    

    

    “Holder” or “Noteholder” means the Person in whose name a Note is registered in the Note Register.

    

    

    “Holding” means US Foods Holding Corp., a Delaware corporation, and any
      successor in interest thereto.

    

    

    “IFRS” means International Financial Reporting Standards and applicable
      accounting requirements set by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants, or any
      successor to either such board, or the SEC, as the case may be), as in effect from time to time.

    

    

    “Incur” means issue, assume, enter into any Guarantee of, incur or
      otherwise become liable for; and the terms “Incurs,” “Incurred” and “Incurrence” shall have a correlative meaning; provided that any Indebtedness or Capital Stock of a Person existing at
      the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary. Accrual of interest, the accretion of accreted value, the
      payment of interest in the form of additional Indebtedness, and the payment of dividends on Capital Stock constituting Indebtedness in the form of additional shares of the same class of Capital Stock, will be deemed not to be an Incurrence of
      Indebtedness. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed Incurred at the time of original issuance of the Indebtedness at the initial
      accreted amount thereof.

    

    

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

    

    

    (i)           the principal of indebtedness of
        such Person for borrowed money;

    

    

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

    

    

    
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    (iii)        all reimbursement obligations of
        such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit, bankers’
        acceptances or other instruments plus the aggregate amount of drawings thereunder that have not then been reimbursed);

    

    

    (iv)        all obligations of such Person to
        pay the deferred and unpaid purchase price of property (except Trade Payables), which purchase price is due more than one year after the date of placing such property in final service or taking final delivery and title thereto;

    

    

    (v)          all Capitalized Lease Obligations
        of such Person;

    

    

    (vi)        the redemption, repayment or other
        repurchase amount of such Person with respect to any Disqualified Stock of such Person or (if such Person is a Subsidiary of the Company other than a Subsidiary Guarantor) any Preferred Stock of such Subsidiary, but excluding, in each case, any
        accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary redemption, repayment or repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price), to the
        involuntary redemption, repayment or repurchase price therefor calculated in accordance with the terms thereof as if then redeemed, repaid or repurchased, and if such price is based upon or measured by the Fair Market Value of such Capital Stock,
        such Fair Market Value shall be as determined in good faith by senior management of the Company, the Board of Directors of the Company or the Board of Directors of the issuer of such Capital Stock);

    

    

    (vii)       all Indebtedness of other Persons
        secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of Indebtedness of such Person shall
        be the lesser of (A) the Fair Market Value of such asset at such date of determination (as determined in good faith by the Company) and (B) the amount of such Indebtedness of such other Persons;

    

    

    (viii)      all Guarantees by such Person of
        Indebtedness of other Persons, to the extent so Guaranteed by such Person; and

    

    

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

    

    

    provided that Indebtedness shall not include Contingent Obligations
      Incurred in the ordinary course of business.

    

    

    The amount of Indebtedness of any Person at any date shall be determined as set forth above or as otherwise provided for in this Indenture, or
      otherwise shall equal the amount thereof that would appear as a liability on a balance sheet of such Person (excluding any notes thereto) prepared in accordance with GAAP.

    

    

    “Initial Notes” has the meaning assigned to such term in the recitals of
      this Indenture.

    

    

    “Insolvency Proceeding” means (a) any voluntary or involuntary case or
      proceeding under any bankruptcy law with respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization,

    

    

    
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    restructuring, power of sale, moratorium, relief of debtors, marshaling of assets, composition or other similar case or proceeding with respect to any Grantor or with
      respect to any of their respective assets, (c) any case or proceeding seeking the appointment of any trustee, receiver, custodian or other insolvency official with similar powers with respect to any Grantor or any or all of its assets or properties,
      (d) any liquidation, dissolution, reorganization or winding up of any Grantor, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (e) any assignment for the benefit of creditors or any other marshalling of
      assets and liabilities of any Grantor.

    

    

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

    

    

    “interest,” with respect to the Notes, means interest on the Notes and,
      except for purposes of Article IX, additional or special interest pursuant to the terms of any Note.

    

    

    “Interest Payment Date” means, when used with respect to any Note and any
      installment of interest thereon, the date specified in such Note as the fixed date on which such installment of interest is due and payable, as set forth in such Note.

    

    

    “Interest Rate Agreement” means, with respect to any Person, any interest
      rate protection agreement, future agreement, option agreement, swap agreement, cap agreement, collar agreement, hedge agreement or other similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is a
      party or a beneficiary.

    

    

    “Inventory” means goods held for sale, lease or use by a Person in the
      ordinary course of business, net of any reserve for goods that have been segregated by such Person to be returned to the applicable vendor for credit, as determined in accordance with GAAP.

    

    

    “Investment” in any Person by any other Person means any direct or
      indirect advance, loan or other extension of credit (other than to customers, dealers, licensees, franchisees, suppliers, consultants, directors, officers or employees of any Person in the ordinary course of business) or capital contribution (by
      means of any transfer of cash or other property to others or any payment for property or services for the account or use of others) to, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person.
      For purposes of the definition of “Unrestricted Subsidiary” and Section 409 only, (i) “Investment”





      shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided 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 (x) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (y) 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 (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value (as determined in good faith by the Company) at the time of such
      transfer and (iii) for purposes of Section 409(a)(3)(C), the amount resulting from the
      redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be the Fair Market Value of the Investment in such Unrestricted Subsidiary at the time of such redesignation. Guarantees shall not be deemed to be Investments. The amount
      of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Company’s option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of
      such Investment; provided that to the extent that the amount of Restricted Payments outstanding at any time pursuant to Section 409(a) is so reduced by any portion of any such amount or value that would otherwise be included in the calculation of Consolidated Net Income, such portion of

    

    

    
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    such amount or value shall not be so included for purposes of calculating the amount of Restricted Payments that may be made pursuant to Section 409(a).

    

    

    “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 any equivalent rating by any other Rating Agency.

    

    

    “Investment Grade Securities” means (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents); (ii) 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; (iii) investments in any fund that invests exclusively in investments of the type described in clauses (i) and (ii) above, which fund may also hold cash pending investment or
      distribution; and (iv) corresponding instruments in countries other than the United States customarily utilized for high-quality investments.

    

    

    “IPO” means the initial public offering of Holding common stock which
      closed on June 1, 2016.

    

    

    “Issue Date” means April 28, 2020.

    

    

    “Junior Capital” means, collectively, any Indebtedness of any Parent or
      the Company that (i) is not secured by any asset of the Company or any Restricted Subsidiary, (ii) is





      expressly subordinated to the prior payment in full of the Notes on terms consistent with those for senior subordinated high yield debt securities issued by U.S. companies (as determined in good faith by the Company, which determination shall be
      conclusive), (iii) has a final maturity date that is not earlier than, and provides for no scheduled payments of principal prior to, the date that is 91 days after the
      maturity of the Notes (other than through conversion or exchange of any such Indebtedness for Capital Stock (other than Disqualified Stock) of the Company, Capital Stock of any Parent or any other Junior Capital), (iv) has no mandatory redemption or prepayment obligations other than (x) obligations that are subject to the prior payment
      in full in cash of the Notes or (y) pursuant to an escrow or similar arrangement with respect to the proceeds of such Junior Capital and (v) does not require the payment of cash interest until the date that is 91 days after the maturity of the Notes.

    

    

    “Liabilities” means, collectively, any and all claims, obligations,
      liabilities, causes of action, actions, suits, proceedings, investigations, judgments, decrees, losses, damages, fees, costs and expenses (including without limitation interest, penalties and fees and disbursements of attorneys, accountants,
      investment bankers and other professional advisors), in each case whether incurred, arising or existing with respect to third parties or otherwise at any time or from time to time.

    

    

    “Lien” means any mortgage, pledge, security interest, encumbrance, lien
      or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

    

    

    “Limited Condition Transaction” means (x) any acquisition, including by
      way of merger, amalgamation, consolidation or other business combination or the acquisition of Capital Stock or otherwise, by one or more of the Company and its Restricted Subsidiaries of any assets, business or Person or any other Investment
      permitted by this Indenture whose consummation is not conditioned on the availability of, or on obtaining, third party financing or (y) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified
      Stock or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or prepayment.

    

    

    
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    “Management Advances” means (1) loans or advances made to directors, management members, officers, employees or consultants of any Parent, the Company or any Restricted Subsidiary (x) in





      respect of travel, entertainment or moving-related expenses incurred in the ordinary course of business, (y) in respect of moving-related expenses incurred in connection
      with any closing or consolidation of any facility or (z) in the ordinary course of business and (in the case of this clause (z)) not exceeding $20.0 million in the aggregate
      outstanding at any time, (2) promissory notes of Management Investors acquired in connection with the issuance of Management Stock to such Management Investors, (3) Management Guarantees, or (4) other Guarantees of borrowings by Management Investors in
      connection with the purchase of Management Stock, which Guarantees are permitted under Section 407.

    

    

    “Management Agreements” means, collectively, (i) the Share Subscription Agreements, each dated as of July 3, 2007, between Holding and each of the Prior Sponsors or their respective Affiliates party thereto, (ii) the Indemnification Agreements, each dated as of July 3, 2007, among Holding and the Company and any Prior Sponsor or any Affiliate thereof, (iii) the Amended and Restated Registration Rights Agreement, dated as of June 1, 2016, among Holding and the Investors party thereto and any other Person party thereto from time to time, (iv) the  Amended and Restated Stockholders Agreement, dated as of June 1, 2016, by and among Holding and the Investors party thereto and any other Person party thereto from time to time, in each case
      as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and of this Indenture and (v) any other
      agreement primarily providing for indemnification and/or contribution for the benefit of any Prior Sponsor or any Affiliate thereof or Management Investor in respect of Liabilities resulting from, arising out of or in connection with, based upon or
      relating to (a) any management consulting, financial advisory, financing, underwriting or placement services or other investment banking activities, (b) any offering of securities or other financing activity or arrangement of or by any Parent or any of its Subsidiaries or (c) any





      action or failure to act of or by any Parent or any of its Subsidiaries (or any of their respective predecessors); in each case as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms
      thereof and of this Indenture.

    

    

    “Management Guarantees” means guarantees (x) of up to an aggregate principal amount outstanding at any time of $30.0 million of borrowings by Management Investors in connection with their purchase of Management Stock or (y) made on behalf of, or in respect of loans or advances made to, directors, officers, employees or consultants of any Parent, the Company or any Restricted Subsidiary (1) in respect of travel, entertainment and moving related expenses incurred in the ordinary course of business or (2) in





      the ordinary course of business and (in the case of this clause (2)) not exceeding $15.0 million in the aggregate outstanding at any time.

    

    

    “Management Indebtedness” means Indebtedness Incurred to (a) any Person other than a Management Investor of up to an aggregate principal amount outstanding at any time of $30.0 million and (b) any Management Investor, in each case, to finance the repurchase or other acquisition of Capital Stock of the Company, any Restricted Subsidiary or any Parent (including any options, warrants or other rights in
      respect thereof) from any Management Investor, which repurchase or other acquisition of Capital Stock is permitted by Section 409.

    

    

    “Management Investors” means the management members, officers, directors,
      employees and other members of the management of any Parent, the Company or any of their respective Subsidiaries, or family members or relatives of any of the foregoing (provided
      that, solely for purposes of the definition of “Permitted Holders,” such relatives shall include only those Persons who are or become Management Investors in connection with estate planning for or inheritance from other Management Investors, as
      determined in good faith by the Company, which determination shall be conclusive), or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their

    

    

    
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    heirs, executors, successors and legal representatives, who at any date beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the
      Company, any Restricted Subsidiary or any Parent.

    

    

    “Management Loans” Indebtedness (including any extension, renewal or
      refinancing thereof) outstanding at any time incurred by any Management Investors in connection with any purchases by them of Management Stock, which Indebtedness is entitled to the benefit of any Management Guarantee of the Company or any of its
      Subsidiaries.

    

    

    “Management Stock” means Capital Stock of the Company, any Restricted
      Subsidiary or any Parent (including any options, warrants or other rights in respect thereof) held by any of the Management Investors.

    

    

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

    

    

    “Money” has the meaning given to such term in the New York UCC.

    

    

    “Moody’s” means Moody’s Investors Service, Inc., and its successors.

    

    

    “Net Available Cash” from an Asset Disposition means an amount equal to
      the cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the
      form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of (i) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid
      or to be accrued as a liability under GAAP, in each case as a consequence of, or in respect of, such Asset Disposition (including as a consequence of any transfer of funds in connection with the application thereof in accordance with Section 411), (ii) all payments made, and all installment payments required to be made, on any
      Indebtedness (x) that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or (y) that must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition, including but not
      limited to any payments required to be made to increase borrowing availability under any revolving credit facility, (iii) all distributions and other payments required to be
      made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition, or to any other Person (other than the Company or a Restricted Subsidiary) owning a beneficial interest in the assets disposed of in such Asset
      Disposition, (iv) any liabilities or obligations associated with the assets disposed of in such Asset Disposition and retained, indemnified or insured by the Company or any
      Restricted Subsidiary after such Asset Disposition, including without limitation pension and other post-employment benefit liabilities, liabilities related to environmental matters, and liabilities relating to any indemnification obligations
      associated with such Asset Disposition, and (v) the amount of any purchase price or similar adjustment (x) claimed





      by any Person to be owed by the Company or any Restricted Subsidiary, until such time as such claim shall have been settled or otherwise finally resolved, or (y) paid or
      payable by the Company or any Restricted Subsidiary, in either case in respect of such Asset Disposition.

    

    

    
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    “Net Cash Proceeds” with respect to any issuance or sale of any
      securities of the Company or any Subsidiary by the Company or any Subsidiary, or any capital contribution, means the cash proceeds of such issuance, sale, contribution or Incurrence net of attorneys’ fees, accountants’ fees, underwriters’ or
      placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance, sale, contribution or Incurrence and net of all taxes paid or payable as a result, or in respect, thereof.

    

    

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

    

    

     “Non-ABL Priority Collateral” has the meaning assigned to the term “Cash
      Flow Facilities Priority Collateral” set forth in the ABL Intercreditor Agreement.

    

    

    “Non-ABL Secured Debt Collateral Documents” means, collectively, the
      Notes Collateral Documents, the Term Loan Collateral Documents and the Additional Non-ABL Secured Debt Obligation Collateral Documents.

    

    

    “Non-ABL Secured Debt Documents” means, with respect to any class of
      Non-ABL Secured Debt Obligations, indentures, credit agreements, promissory notes, Non-ABL Secured Debt Collateral Documents or other operative agreements evidencing or governing such Non-ABL Secured Debt Obligations, as the same may be amended,
      restated, supplemented or otherwise modified from time to time.

    

    

    “Non-ABL Secured Debt Obligations” means the Obligations in respect of
      the Notes (including the Subsidiary Guarantees), the Notes Collateral Documents and this Indenture, the Term Loan Obligations and any Additional Non-ABL Secured Debt Obligations; provided, however, that (i) such indebtedness is permitted to be incurred and is permitted to be so secured and guaranteed on
      such basis by each Non-ABL Secured Debt Document and (ii) in the case of any Non-ABL Secured Debt Obligations incurred after the Issue Date, the Representative for the holders of such indebtedness will have become party to the ABL Intercreditor
      Agreement and the Pari Passu Intercreditor Agreement.

    

    

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

    

    

    “Notes Collateral Documents” means the Collateral Agreement, the
      Intercreditor Agreements, the intellectual property security agreements and each other agreement, instrument or other document entered into in favor of the Collateral Agent or any other Notes Secured Party or any filing made in favor of the
      Collateral Agent or pursuant to any other Notes Collateral Document, in each case, for purposes of securing the Obligations in respect of the Notes (including the Subsidiary Guarantees), the Notes Collateral Documents and this Indenture, as the same
      may be amended, restated, supplemented or otherwise modified from time to time.

    

    

    “Notes Secured Parties” means (a) the holders of Obligations in respect
      of the Notes (including the Subsidiary Guarantees), the Notes Collateral Documents and this Indenture, (b) the Representative(s) with respect thereto (which include the Trustee and the Collateral Agent) and (c) the successors and permitted assigns of
      each of the foregoing.

    

    

    “Notes” means the Initial Notes and any Additional Notes that are
      actually issued.  The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to

    

    

    
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    purchase, except for certain waivers and amendments as set forth herein. Holders of Additional Notes issued will share equally and ratably in the Collateral with the
      Holders of the Notes issued prior thereto.

    

    

    “Non‐U.S. Person” means a Person who is not a U.S. person, as defined in
      Regulation S.

    

    

    “Obligations” means, with respect to any Indebtedness, any principal,
      premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed or
      allowable in such proceedings), fees, charges, expenses, reimbursement obligations, Guarantees of such Indebtedness (or of Obligations in respect thereof), other monetary obligations of any nature and all other amounts payable thereunder or in
      respect thereof.

    

    

    “Offering Memorandum” means the confidential Offering Memorandum of the
      Company, dated April 23, 2020, relating to the offering of the Initial Notes.

    

    

    “Officer” means, with respect to the Company or any other obligor upon
      the Notes, the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Controller, the Treasurer or the Secretary (a) of





      such Person or (b) if such Person is owned or managed by a single entity, of such entity (or any other individual designated as an “Officer” for the purposes of this
      Indenture by the Board of Directors).

    

    

    “Officer’s Certificate” means, with respect to the Company or any other
      obligor upon the Notes, a certificate signed by one Officer of such Person.

    

    

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

    

    

    “Outstanding” or “outstanding,” when used with respect to Notes means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

    

    

    (i)           Notes theretofore cancelled by
        the Trustee or delivered to the Trustee for cancellation;

     

      

    (ii)         Notes for whose payment or
        redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes; provided that, if
        such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made; and

     

      

    (iii)         Notes in exchange for or in lieu
        of which other Notes have been authenticated and delivered pursuant to this Indenture.

    

    

    A Note does not cease to be Outstanding because the Company or any Affiliate of the Company holds the Note (and such Note shall be deemed to be
      outstanding for purposes of this Indenture); provided that in determining whether the Holders of the requisite amount of Outstanding Notes have given any request, demand,
      authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be Outstanding, except that, for the purpose of determining whether the Trustee shall be
      protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded.  Notes so owned that have been pledged in good
      faith may be regarded as Outstanding if the pledgee establishes to the

    

    

    
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    reasonable satisfaction of the Trustee the pledgee’s right to act with respect to such Notes and that the pledgee is not the Company or an Affiliate of the Company.

    

    

    “Parent” means any of Holding and any Other Parent and any other Person
      that is a Subsidiary of Holding or any Other Parent and of which the Company is a Subsidiary, in each case, solely for so long as the Company remains a Subsidiary of such Person. As used herein, “Other Parent” means a Person of which the Company becomes a Subsidiary after the Issue Date that is designated by the Company as an “Other Parent”; provided
      that either (x) immediately after the Company first becomes a Subsidiary of such Person, more than 50.0% of the Voting Stock of such Person shall be held by one or more
      Persons that held more than 50.0% of the Voting Stock of the Company or a Parent of the Company immediately prior to the Company first becoming such Subsidiary or (y) such
      Person shall be deemed not to be an Other Parent for the purpose of determining whether a Change of Control shall have occurred by reason of the Company first becoming a Subsidiary of such Person. The Company shall not in any event be deemed to be a
      “Parent.”

    

    

    “Parent Expenses” means (i) costs (including all professional fees and expenses) incurred by any Parent in connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance
      with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including
      in respect of any reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, (ii) expenses incurred
      by any Parent in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and associated rights (including but not limited to trademarks, service marks, trade names, trade
      dress, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes, designs, formulae, trade secrets, know-how, confidential information, computer software, data
      and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and associated rights relate to the business or businesses of the Company or any Subsidiary thereof, (iii) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with or
      for the benefit of any such Person, or obligations in respect of director and officer insurance (including premiums therefor), (iv) other administrative and operational
      expenses of any Parent incurred in the ordinary course of business,  (v) fees and expenses incurred by any Parent in connection with maintenance and implementation of any
      management equity incentive plan, and (vi) fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (w) which offering is not completed, or (x) where the net proceeds of such offering are intended to
      be received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net
      proceeds intended to be so received, contributed or loaned, or (z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the
      amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.

    

    

    “Pari Passu Intercreditor Agreement” means that certain intercreditor
      agreement, dated as of the Issue Date, by and among the Trustee, the Collateral Agent, the Term Loan Agent and each additional agent from time to time party thereto, and consented to  by the grantors from time to time party thereto, as may be
      amended, restated, supplemented or otherwise modified from time to time.

    

    

    “Parity Priority Lien” means, with respect to specified Indebtedness, a
      Lien on the Collateral securing such Indebtedness that ranks equal with the Lien on such Collateral securing the Notes or any Subsidiary Guarantee, as applicable, either pursuant to the Pari Passu Intercreditor Agreement or one or more other
      intercreditor agreements having terms no less favorable in any material respect to the

    

    

    
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    Holders in relation to the holders of such specified Indebtedness secured by a Lien on the Collateral that ranks equal with the Lien on such Collateral securing the
      Notes or any Subsidiary Guarantee than the terms of the Pari Passu Intercreditor Agreement applicable to the rights of the Holders in relation to the holders of Non-ABL Secured Debt Obligations with respect to the Collateral, as determined in good
      faith by the Company.

    

    

    “Paying Agent” means any Person authorized by the Company to pay the
      principal of (and premium, if any) or interest on any Notes on behalf of the Company; provided that neither the Company nor any of its Affiliates shall act as Paying Agent
      for purposes of Section 1103 or Section 1205.  The Trustee will initially act as Paying Agent
      for the Notes.

    

    

    “Permitted Holder” means any of the following: (i) any of the Management Investors and their respective Affiliates; and (ii) any Person acting in the capacity of an
      underwriter in connection with a public or private offering of Capital Stock of any Parent or the Company. In addition, any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, as in effect on the Issue Date) whose status
      as a “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, as in effect on the Issue Date) constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in accordance with the
      requirements of this Indenture, together with its Affiliates, shall thereafter constitute Permitted Holders.

    

    

    “Permitted Investment” means an Investment by the Company or any
      Restricted Subsidiary in, or consisting of, any of the following:

    

    

    (i)           a Restricted Subsidiary, the
        Company, or a Person that will, upon the making of such Investment, become a Restricted Subsidiary (and any Investment held by such Person that was not acquired by such Person, or made pursuant to a commitment by such Person that was not entered
        into, in contemplation of so becoming a Restricted Subsidiary);

    

    

    (ii)         another Person if as a result of
        such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, or is liquidated into, the Company or a Restricted Subsidiary (and, in each case, any Investment held by such
        other Person that was not acquired by such Person, or made pursuant to a commitment by such Person that was not entered into, in contemplation of such merger, consolidation or transfer);

    

    

    (iii)         Temporary Cash Investments,
        Investment Grade Securities or Cash Equivalents;

    

    

    (iv)         receivables owing to the Company
        or any Restricted Subsidiary, if created or acquired in the ordinary course of business;

    

    

    (v)         any securities or other
        Investments received as consideration in, or retained in connection with, sales or other dispositions of property or assets, including Asset Dispositions made in compliance with Section





            411;

    

    

    (vi)        securities or other Investments
        received in settlement of debts created in the ordinary course of business and owing to, or of other claims asserted by, the Company or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in
        satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person;

    

    

    
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    (vii)       Investments in existence or made
        pursuant to legally binding written commitments in existence on the Issue Date, and in each case any extension, modification, replacement, reinvestment or renewal thereof; provided
        that the amount of any such Investment may be increased in such extension, modification, replacement, reinvestment or renewal only (x) as required by the terms of such
        Investment or binding commitment as in existence on the Issue Date or (y) as otherwise permitted by this Indenture;

    

    

    (viii)     Currency Agreements, Interest Rate
        Agreements, Commodities Agreements and related Hedging Obligations, which obligations are Incurred in compliance with Section 407;

    

    

    (ix)        pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) otherwise





        described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 413;

    

    

    (x)         (1) Investments in or by any Special Purpose Subsidiary, or in connection with a Financing Disposition by, to, in or in favor of any Special Purpose Entity, including Investments of funds held in
        accounts permitted or required by the arrangements governing such Financing Disposition or any related Indebtedness, or (2) any promissory note issued by the Company, or
        any Parent; provided that if such Parent receives cash from the relevant Special Purpose Entity in exchange for such note, an equal cash amount is contributed by any
        Parent to the Company;

    

    

    (xi)        bonds secured by assets leased to
        and operated by the Company or any Restricted Subsidiary that were issued in connection with the financing of such assets so long as the Company or any Restricted Subsidiary may obtain title to such assets at any time by paying a nominal fee,
        canceling such bonds and terminating the transaction;

    

    

    (xii)        the Notes;

    

    

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

    

    

    (xiv)       Management Advances;

    

    

    (xv)        Investments in Related Businesses
        in an aggregate amount outstanding at any time not to exceed an amount equal to the greater of $200.0 million and 4.2% of Consolidated Tangible Assets;

    

    

    (xvi)      any transaction to the extent it
        constitutes an Investment that is permitted by and made in accordance with Section 412(b) (except transactions described in clauses (i), (v) and (vi) of Section 412(b)), including any Investment pursuant to any transaction described in Section 412(b)(ii) (whether or not any Person party thereto is at any time an Affiliate of
        the Company);

    

    

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

    

    

    (xviii)     other Investments in an aggregate
        amount outstanding at any time not to exceed an amount equal to the greater of $265.0 million and 4.8% of Consolidated Tangible Assets.

    

    

    
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    If any Investment pursuant to clause (xv) or (xviii) above, or Section 409(b)(vii)
        or Section 409(b)(xii), as applicable, is made in any Person that is not a Restricted Subsidiary and such Person thereafter (A) becomes a Restricted Subsidiary or (B) is merged or consolidated into, or transfers or conveys all or substantially all
      of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, then such Investment shall thereafter be deemed to have been made pursuant to clause (i) or (ii) above, respectively, and not clause (xv) or (xviii) above, or Section 409(b)(vii) or Section 409(b)(xii), as applicable.

    

    

    “Permitted Liens” means:

    

    

    (a)        Liens for taxes, assessments or other governmental
        charges not yet delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Company and its Restricted Subsidiaries, taken as a whole, or that are being contested in good faith
        and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company or a Subsidiary thereof, as the case may be, in accordance with GAAP;

    

    

    (b)         Liens with respect to outstanding motor vehicle
        fines, and carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations that are not known to be overdue for a period of more than 60 days or
        that are bonded or that are being contested in good faith and by appropriate proceedings;

    

    

    (c)         pledges, deposits or Liens in connection with
        workers’ compensation, professional liability insurance, insurance programs, unemployment insurance and other social security and other similar legislation or other insurance-related obligations (including, without limitation, pledges or deposits
        securing liability to insurance carriers under insurance or self-insurance arrangements);

    

    

    (d)         pledges, deposits or Liens to secure the performance
        of bids, tenders, trade, government or other contracts (other than for borrowed money), obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or performance bonds, other similar bonds,
        instruments or obligations, and other obligations of a like nature incurred in the ordinary course of business;

    

    

    (e)         easements (including reciprocal easement agreements),
        rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the
        ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct of the business of the Company and its  Subsidiaries, taken as a whole;

    

    

    (f)          Liens existing on, or provided for under written
        arrangements existing on, the Issue Date, or (in the case of any such Liens securing Indebtedness of the Company or any of its Subsidiaries existing or arising under written arrangements existing on the Issue Date) securing any Refinancing
        Indebtedness in respect of such Indebtedness (other than Indebtedness Incurred under Section 407(b)(i) and secured under clause (k)(1) of this definition) so long as the
        Lien securing such Refinancing Indebtedness is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or under such written arrangements would
        secure) the original Indebtedness; provided that any Lien on any Collateral also securing Refinancing Indebtedness shall be permitted to be equal or senior in priority to
        the Liens securing the Obligations in respect of the Notes (including the Subsidiary Guarantees) on such Collateral only to the extent that the corresponding Lien securing the Indebtedness so refinanced was (or, under the written arrangements under
        which the original Lien arose, would have been) a Lien equal or senior in

    

    

    
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    priority, as applicable, to the Liens securing the Obligations in respect of the Notes (including the Subsidiary Guarantees) and if the Indebtedness being refinanced was
      subject to an Intercreditor Agreement such Refinancing Indebtedness is also subject to the applicable Intercreditor Agreements;

    

    

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

    

    

    (h)         Liens securing Indebtedness (including Liens securing
        any Obligations in respect thereof) consisting of Hedging Obligations, Bank Products Obligations, Purchase Money Obligations or Capitalized Lease Obligations Incurred in compliance with Section 407;

    

    

    (i)           Liens arising out of judgments, decrees, orders or
        awards in respect of which the Company or any Restricted Subsidiary shall in good faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or if the period within which such
        appeal or proceedings may be initiated shall not have expired;

    

    

    (j)           leases, subleases, licenses or sublicenses to or
        from third parties;

    

    

    (k)         Liens securing Indebtedness (including Liens securing
        any Obligations in respect thereof) consisting of (1) Indebtedness Incurred in compliance with Section 407(b)(i)
        (provided that if such Liens are on the Collateral such Liens are (x) Parity Priority Liens, ABL Priority Liens or Liens on the Collateral that are secured on a junior priority basis to the Liens securing the Notes and (y) subject to the applicable
        Intercreditor Agreements (or a customary junior lien intercreditor agreement, as applicable)), Section 407(b)(iv), Section 407(b)(v), Section 407(b)(vii), Section 407(b)(viii) or Section 407(b)(xv), or Section 407(b)(iii) (other than Refinancing Indebtedness Incurred in
        respect of Indebtedness described in Section 407(a)), (2) Credit Facility Indebtedness
        Incurred in compliance with (x) Section 407(b), other than Section 407(b)(xi) or Section 407(b)(xii), or (y) 





        Section 407(b)(xi) or Section 407(b)(xii), provided that, in the case of this clause (y), any
        such Liens on Non-ABL Priority Collateral are junior in priority to the Liens thereon securing the Notes and such Liens are subject to the applicable Intercreditor Agreements (in each case, excluding, in the case of Section 407(b)(iii), any Refinancing Indebtedness Incurred in respect of Indebtedness described in Section 407(a)), (3) the Notes issued on the Issue Date and the Subsidiary Guarantees in respect thereof, (4) Indebtedness





        of any Restricted Subsidiary that is not a Subsidiary Guarantor, (5) Indebtedness or other obligations of any Special Purpose Entity, or (6) obligations in respect of Management Advances or Management Guarantees; in each case under the foregoing clauses (1) through (6) including Liens securing any Guarantee of any thereof;

    

    

    (l)          Liens existing on property or assets of a Person at,
        or provided for under written arrangements existing at, the time such Person becomes a Subsidiary of the Company (or at the time the Company or a Restricted Subsidiary acquires such property or assets, including any acquisition by means of a merger
        or consolidation with or into the Company or any Restricted Subsidiary); provided, however, that such  Liens and arrangements are not created in connection with, or in
        contemplation of, such other Person becoming such a Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or
        distributions in respect thereof) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; provided,
        further, that for purposes of this clause (l), if a Person other than the Company is the Successor Company with respect thereto, any Subsidiary thereof shall be deemed to
        become a Subsidiary of the Company, and any

    

    

    
      32

      
        


    

    

    

    property or assets of such Person or any such Subsidiary shall be deemed acquired by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes
      such Successor Company;

    

    

    (m)          Liens on Capital Stock, Indebtedness or other
        securities of an Unrestricted Subsidiary or any joint venture that is not a Subsidiary of the Company that secure Indebtedness or other obligations of such Unrestricted Subsidiary or joint venture, respectively;

    

    

    (n)          any encumbrance or restriction (including, but not
        limited to, pursuant to put and call agreements or buy/sell arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

    

    

    (o)          Liens securing Indebtedness (including Liens securing
        any Obligations in respect thereof) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness (other than Indebtedness Incurred under Section 407(b)(i)
        and secured under clause (k)(1) of this definition) secured by, or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part) of any other obligation secured by, any other Permitted Liens; provided that any such new Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured
        (or, under the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens relate; provided, further that any Lien on any Collateral also securing Refinancing Indebtedness shall be permitted to be
        equal or senior in priority to the Liens on such Collateral securing the Obligations in respect of the Notes (including the Subsidiary Guarantees) on such Collateral only to the extent that the corresponding Lien securing the Indebtedness so
        refinanced was (or, under the written arrangements under which the original Lien arose, could have been) a Lien equal or senior in priority, as applicable, to the Liens securing the Obligations in respect of the Notes (including the Subsidiary
        Guarantees) and if the Indebtedness being refinanced was subject to an Intercreditor Agreement such Refinancing Indebtedness is also subject to the applicable Intercreditor Agreements;

    

    

    (p)           Liens (1) arising by operation of law (or by agreement to the same effect) in the ordinary course of business, including Liens arising under or by reason of the Perishable Agricultural Commodities Act of 1930, as
        amended from time to time, (2) on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial
        payments by a third party relating to such property or assets, (3) on receivables (including related rights), (4) on cash set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent that such cash or government securities prefund the payment of interest
        on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose, (5) securing or arising by reason of any netting or set-off
        arrangement entered into in the ordinary course of banking or other trading activities (including in connection with purchase orders and other agreements with customers), (6) in





        favor of the Company or any Subsidiary (other than Liens on property or assets of the Company or any Subsidiary Guarantor in favor of any Subsidiary that is not a Subsidiary Guarantor), (7) arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business, (8) on





        inventory or other goods and proceeds securing obligations in respect of bankers’ acceptances issued or created to facilitate the purchase, shipment or storage of such inventory or other goods, (9) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft, cash pooling or similar obligations incurred in the ordinary course of business, (10) attaching to commodity trading or other brokerage accounts incurred in the ordinary course of business, (11) arising in connection with
        repurchase agreements permitted under Section 407  on assets that are the subject of such repurchase agreements, or (12) in favor of any Special Purpose Entity in connection with any Financing Disposition;

    

    

    
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    (q)         other Liens securing Indebtedness or other
        obligations that in the aggregate at any time outstanding do not exceed an amount equal to the greater of $100.0 million and 1.8% of Consolidated Tangible Assets at the time of Incurrence of such Indebtedness or other obligations (provided that
        such Liens are (i) not on Collateral, (ii) ABL Priority Liens, (iii) Parity Priority Liens or (iv) junior in priority to the Liens on the Collateral securing the Notes and the Subsidiary Guarantees and, in each case, to the extent such Liens are on
        Collateral, such Liens are subject to the applicable Intercreditor Agreements (or a customary junior lien intercreditor agreement), as applicable);

    

    

    (r)          Liens securing Indebtedness (including Liens
        securing any Obligations in respect thereof) or other obligations of, or in favor of, any Special Purpose Entity, or in connection with a Special Purpose Financing or otherwise Incurred pursuant to Section 407(b)(ix); and

    

    

    (s)          Liens on the Collateral, if such Liens rank junior to
        the Liens on such Collateral in relation to the Lien securing the Notes and the Subsidiary Guarantees, as applicable (so long as any such Liens (and related Obligations) are subject to a customary junior lien intercreditor agreement and, as
        applicable, an Intercreditor Agreement).

    

    

    For purposes of determining compliance with this definition, (u) a Lien
      need not be incurred solely by reference to one category of Permitted Liens described in this definition but may be incurred under any combination of such categories (including in part under one such category and in part under any other such
      category), (v) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Company shall, in its sole
      discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition, (w) the principal amount of Indebtedness secured by a
      Lien outstanding under any category of Permitted Liens shall be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness, (x) any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness shall also be permitted to secure any increase in the amount of such Indebtedness in
      connection with the accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends on Capital Stock constituting Indebtedness in the form of additional shares of the
      same class of Capital Stock, (y) if any Indebtedness or other obligation is secured by any Lien outstanding under any category of Permitted Liens measured by reference to a
      percentage of Consolidated Tangible Assets at the time of incurrence of such Indebtedness or other obligations, and is refinanced by any Indebtedness or other obligation secured by any Lien incurred by reference to such category of Permitted Liens,
      and such refinancing would cause the percentage of Consolidated Tangible Assets to be exceeded if calculated based on the Consolidated Tangible Assets on the date of such refinancing, such percentage of Consolidated Tangible Assets shall not be
      deemed to be exceeded (and such refinancing Lien shall be deemed permitted) so long as the principal amount of such refinancing Indebtedness or other obligation does not exceed an amount equal to the principal amount of such Indebtedness or other
      obligation being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing and (z) if any Indebtedness or other obligation is secured by any Lien outstanding under any category of Permitted Liens measured by reference to a dollar amount, and is refinanced by any Indebtedness
      or other obligation secured by any Lien incurred by reference to such category of Permitted Liens, and such refinancing would cause such dollar amount to be exceeded, such dollar amount shall not be deemed to be exceeded (and such refinancing Lien
      shall be deemed permitted) so long as the principal amount of such refinancing Indebtedness or other obligation does not exceed an amount equal to the principal amount of such Indebtedness being refinanced, plus the aggregate amount of fees,
      underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing.

    

    

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

    

    

    “Place of Payment” means a city or any political subdivision thereof in
      which any Paying Agent appointed pursuant to Article III is located.

    

    

    “Predecessor Notes” of any particular Note means every previous Note
      evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306
      in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

    

    

    “Preferred Stock” as applied to the Capital Stock of any corporation or
      company means Capital Stock of any class or classes (however designated) that by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
      corporation or company, over Capital Stock of any other class of such corporation or company.

    

    

    “Prior Sponsors” means, collectively, (i) Clayton, Dubilier & Rice,
      LLC and any successor in interest thereto, and any successor to its investment management business and (ii) Kohlberg Kravis Roberts & Co. L.P. and any successor in interest thereto.

    

    

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

    

    

    “QIB” means a “qualified institutional buyer,” as that term is defined in
      Rule 144A.

    

    

    “Rating Agency” means Moody’s or 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 Company which shall be substituted for Moody’s or S&P or both, as the case may be.

    

    

    “Real Property” means land, buildings, structures and other improvements
      located thereon, fixtures attached thereto, and rights, privileges, easements and appurtenances related thereto, and related property interests.

    

    

    “Receivable” means a right to receive payment pursuant to an arrangement
      with another Person pursuant to which such other Person is obligated to pay, as determined in accordance with GAAP. “Redemption Date,” when used with respect to any Note to
      be redeemed or purchased, means the date fixed for such redemption or purchase by or pursuant to this Indenture and the Notes.

    

    

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

    

    

    “Refinancing Indebtedness” means Indebtedness that is Incurred to
      refinance any Indebtedness (or unutilized commitment in respect of Indebtedness) existing on the date of this Indenture or Incurred (or established) in compliance with this Indenture (including Indebtedness of the Company

    

    

    
      35

      
        


    

    

    

    that refinances Indebtedness of any Restricted Subsidiary (to the extent permitted in this Indenture) and Indebtedness of any Restricted Subsidiary that refinances
      Indebtedness of the Company or of another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness, and Indebtedness Incurred pursuant to a commitment that refinances any Indebtedness or unutilized commitment; provided, that (1) if the Indebtedness being refinanced is Subordinated Obligations or Guarantor
      Subordinated Obligations, the Refinancing Indebtedness has a final Stated Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the final Stated Maturity of the Indebtedness being refinanced (or if shorter,
      of the Notes), (2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is
      equal to or less than the sum of (x) the aggregate principal amount then outstanding of the Indebtedness being refinanced, plus (y) an amount equal to any unutilized commitment relating to the Indebtedness being refinanced or otherwise then outstanding under a Credit Facility or other financing arrangement being refinanced to the extent the
      unutilized commitment being refinanced could be drawn in compliance with Section 407 immediately prior to such refinancing, plus (z) fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing, (3) Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor that
      refinances Indebtedness of the Company or a Subsidiary Guarantor that could not have been initially Incurred by such Restricted Subsidiary pursuant to Section 407 or (y) Indebtedness of the Company or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary and (4) to the extent such Refinancing Indebtedness is secured by Collateral, the Liens on Collateral securing such Refinancing Indebtedness have a priority that is equal or junior to the priority of Liens on Collateral securing
      the Indebtedness being extended, replaced, refinanced, renewed, repaid or restructured and such Liens shall be subject to the applicable Intercreditor Agreements and, if junior in priority, a junior lien intercreditor agreement on market terms (as
      determined by the Company in an officer’s certificate delivered to the Trustee and the Collateral Agent) to subordinate Liens on the Collateral securing such Indebtedness to  the Liens securing the Obligations in respect of the Notes (including the
      Subsidiary Guarantees).

    

    

    “Regular Record Date” for the interest payable on any applicable Interest
      Payment Date means April 1 and October 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.

    

    

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

    

    

    “Regulation S Certificate” means a certificate substantially in the form
      attached hereto as Exhibit D.

    

    

    “Related Business” means those businesses in which the Company or any of
      its Subsidiaries is engaged on the Issue Date, or that are similar, related, complementary, incidental or ancillary thereto or extensions, developments or expansions thereof.

    

    

    “Related Taxes” means (x) any taxes, charges or assessments, including but not limited to sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, net worth, gross receipts, excise,
      occupancy, intangibles or similar taxes, charges or assessments (other than federal, state or local taxes measured by income and federal, state or local withholding imposed by any government or other taxing authority on payments made by any Parent
      other than to another Parent), required to be paid by any Parent by virtue of its being incorporated or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than the
      Company, any of its Subsidiaries or any Parent), or being a holding company parent of the Company, any of its Subsidiaries or any Parent or receiving dividends from or other distributions in respect of the Capital Stock of the Company, any of its
      Subsidiaries or any Parent, or having guaranteed

    

    

    
      36

      
        


    

    

    

    any obligations of the Company or any Subsidiary thereof, or having made any payment in respect of any of the items for which the Company or any of its Subsidiaries is
      permitted to make payments to any Parent pursuant to Section 409, or acquiring, developing, maintaining, owning, prosecuting, protecting or defending its intellectual
      property and associated rights (including but not limited to receiving or paying royalties for the use thereof) relating to the business or businesses of the Company or any Subsidiary thereof, or (y) any other federal, state, foreign, provincial or local taxes measured by income for which any Parent is liable up to an amount not to exceed, with respect to federal taxes, the amount of any such taxes that the Company and
      its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated basis as if the Company had filed a consolidated return on behalf of an affiliated group (as defined in Section 1504 of the Code) of which it were the
      common parent, or with respect to state and local taxes, the amount of any such taxes that the Company and its Subsidiaries would have been required to pay on a separate company basis, or on a consolidated, combined, unitary or affiliated basis as if
      the Company had filed a consolidated, combined, unitary or affiliated return on behalf of an affiliated group (as defined in the applicable state, foreign, provincial or local tax laws for filing such return) consisting only of the Company and its
      Subsidiaries.  Taxes include all interest, penalties and additions relating thereto.

    

    

    “Representative” means, with respect to any Person, such Person’s
      designated agent.

    

    

    “Resale Restriction Termination Date” means, with respect to any Note,
      the date that is one year (or such other period as may hereafter be provided under Rule 144 under the Securities Act or any successor provision thereto as permitting the resale by non‐affiliates of Restricted Securities without restriction) after the
      later of the original issue date in respect of such Note and the last date on which the Company or any Affiliate of the Company was the owner of such Note (or any Predecessor Note thereto).

    

    

    “Restricted Payment Transaction” means any Restricted Payment permitted
      pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment”
      (including pursuant to the exception contained in clause (i) of such definition and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).

    

    

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

    

    

    “Restricted Security” has the meaning assigned to such term in
      Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled
      to receive, at its request, and conclusively rely on an Opinion of Counsel with respect to whether any Note constitutes a Restricted Security.

    

    

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

    

    

    “RP Reference Date” means April 3, 2016.

    

    

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

    

    

    “SEC” means the United States Securities and Exchange Commission.

    

    

    “Securities Account” has the meaning given to such term in the New York
      UCC.

    

    

    “Securities Act” means the Securities Act of 1933, as amended from time
      to time.

    

    

    
      37

      
        


    

    

    

    “Senior ABL Agreement” means the ABL Credit Agreement, dated as of May
      31, 2019, among the Company, the lenders party thereto from time to time, and Wells Fargo Bank, National Association, as administrative agent and collateral agent, as amended, restated, supplemented, waived or otherwise modified from time to time or
      refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original administrative agent and lenders or other agents and lenders or otherwise, and whether
      provided under the original Senior ABL Agreement or other credit agreements or otherwise), except to the extent such agreement, instrument or document expressly provides that it is not intended to be and is not a Senior ABL Agreement. Any references
      to the Senior ABL Agreement hereunder shall be deemed a reference to each Senior ABL Agreement then in existence.

    

    

    “Senior ABL Facility” means the collective reference to the Senior ABL
      Agreement, any Loan Documents (as defined therein), any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter of credit applications and other
      guarantees, pledge agreements, security agreements and collateral documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented,
      waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and
      lenders or otherwise, and whether provided under the original Senior ABL Agreement or one or more other credit agreements, indentures (including this Indenture) or financing agreements or otherwise), except to the extent such agreement, instrument or
      document expressly provides that it is not intended to be and is not a Senior ABL Facility.  Without limiting the generality of the foregoing, the term “Senior ABL Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company as
      additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

    

    

    “Senior Credit Agreements” means, collectively, the Senior ABL Agreement
      and the Senior Term Agreement.

    

    

    “Senior Credit Facilities” means, collectively, the Senior ABL Facility
      and the Senior Term Facility.

    

    

    “Senior Indebtedness” means any Indebtedness of the Company or any
      Restricted Subsidiary other than, (x) in the case of the Company, Subordinated Obligations and (y) in





      the case of any Subsidiary Guarantor, Guarantor Subordinated Obligations.

    

    

    “Senior-Priority Obligations” means the Non-ABL Secured Debt Obligations
      and the ABL Facility Obligations.

    

    

    “Senior Term Agreement” means the Amended and Restated Term Loan Credit
      Agreement, dated as of either June 27, 2016, among the Company, the lenders party thereto from time to time, and Citicorp North America, Inc., as administrative agent and collateral agent, as such agreement may be amended, restated, supplemented,
      waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original administrative agent and lenders or other
      agents and lenders or otherwise, and whether provided under the original Senior Term Agreement or one or more other credit agreements or otherwise), except to the extent such agreement, instrument or document expressly provides that it is not
      intended to be and is not a Senior Term Agreement. Any reference to the Senior

    

    

    
      38

      
        


    

    

    

    Term Agreement hereunder shall be deemed a reference to each Senior Term Agreement then in existence.

    

    

    “Senior Term Facility” means the collective reference to the Senior Term
      Agreement, any Loan Documents (as defined therein), any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter of credit applications and other
      guarantees, pledge agreements, security agreements and collateral documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented,
      waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and
      lenders or otherwise, and whether provided under the original Senior Term Agreement or one or more other credit agreements, indentures (including this Indenture) or financing agreements or otherwise), except to the extent unless such agreement,
      instrument or document expressly provides that it is not intended to be and is not a Senior Term Facility. Without limiting the generality of the foregoing, the term “Senior Term Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the
      Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

    

    

    “Series A Preferred Stock Issuance” means the issuance and sale by
      Holding of 500,000 shares of Holding’s Series A Convertible Preferred Stock, par value $0.01 per share, to KKR Fresh Aggregator L.P., a Delaware limited partnership (“KKR Fresh”),





      pursuant to that certain Investment Agreement, dated as of April 21, 2020, between KKR Fresh and Holding (as such agreement may be amended, supplemented or otherwise modified from time to time).

    

    

    “Significant Subsidiary” means any Restricted Subsidiary that would be a
      “significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC, as such Regulation is in effect on the Issue Date.

    

    

    “Smart Foodservice Acquisition” means the Company’s acquisition of Smart
      Stores Holdings Corp., a Delaware corporation, pursuant to that certain Agreement and Plan of Merger, dated as of March 5, 2020 (as amended, supplemented or otherwise modified), among the Company, CNC Merger Sub, Inc., Smart Stores Holdings Corp. and
      Smart & Final Holdings, Inc., as the stockholders’ representative.

    

    

    “Special Purpose Entity” means (x) any Special Purpose Subsidiary or (y) any other Person that is engaged in the business of (i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to time), other accounts and/or
      other receivables, and/or related assets and/or (ii) acquiring, selling, leasing, financing or refinancing Real Property and/or related rights (including under leases and
      insurance policies) and/or assets (including managing, exercising and disposing of any such rights and/or assets) and/or (iii) financing or refinancing in respect of Capital
      Stock of any Special Purpose Subsidiary.

    

    

    
      39

      
        


    

    

    

    “Special Purpose Financing” means any financing or refinancing of assets
      consisting of or including Receivables and/or Real Property of the Company or any Restricted Subsidiary that have been transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition (including any financing or
      refinancing in respect of Capital Stock of a Special Purpose Subsidiary held by another Special Purpose Subsidiary).

    

    

    “Special Purpose Financing Expense” means for any period, (a) the aggregate interest expense for such period on any Indebtedness of any Special Purpose Subsidiary that is a Restricted Subsidiary, which Indebtedness is not recourse to
      the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), and (b) Special
      Purpose Financing Fees.

    

    

    “Special Purpose Financing Fees” means distributions or payments made
      directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Special Purpose Financing.

    

    

    “Special Purpose Financing Undertakings” means representations,
      warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Company or any of its Restricted Subsidiaries that the Company determines
      in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided
      that (x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement





      and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes, (ii) Hedging Obligations, or
      other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Company or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, or (iii) any Guarantee in respect of customary recourse obligations (as determined in good faith by the Company, which determination shall be conclusive) in connection with any
      collateralized mortgage-backed securitization or any other Special Purpose Financing or Financing Disposition in respect of Real Property, including in respect of Liabilities in the event of any involuntary case commenced with the collusion of any
      Special Purpose Subsidiary or any Affiliate thereof, or any voluntary case commenced by any Special Purpose Subsidiary, under any applicable bankruptcy law, and (y) subject
      to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Company or a Restricted Subsidiary that is not a Special Purpose Subsidiary.

    

    

    “Special Purpose Subsidiary” means any Subsidiary of the Company that (a) is engaged solely in (x) the business of (i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to time) and other accounts and receivables (including
      any thereof constituting or evidenced by chattel paper, instruments or general intangibles), all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto, and/or (ii) acquiring, selling, leasing, financing or refinancing Real Property and/or related rights (including under leases and insurance policies) and/or assets (including managing, exercising and disposing of any such
      rights and/or assets), all proceeds thereof and all rights (contractual and other), collateral and/or other assets relating thereto, and/or (iii) owning or holding Capital
      Stock of any Special Purpose Subsidiary and/or engaging in any financing or refinancing in respect thereof, and (y) any business or activities incidental or related to such
      business, and (b) is designated as a “Special Purpose Subsidiary” by the Company.

    

    

    “Special Record Date” for the payment of any Defaulted Interest means a
      date fixed by the Trustee pursuant to Section 307.

    

    

    “Stated Maturity” means, with respect to any Indebtedness, the date
      specified in such Indebtedness as the fixed date on which the payment of principal of such Indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the

    

    

    
      40

      
        


    

    

    

    repurchase or repayment of such Indebtedness at the option of the holder thereof upon the happening of any contingency).

    

    

    “Subordinated Obligations” means any Indebtedness of the Company (whether
      outstanding on the date of this Indenture or thereafter Incurred) that is expressly subordinated in right of payment to the Notes pursuant to a written agreement.

    

    

    “Subsidiary” of any Person means any corporation, association,
      partnership or other business entity of which more than 50.0% of the total voting power of shares of Capital Stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in
      the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person or (ii) one or more Subsidiaries of such Person.

    

    

    “Subsidiary Guarantee” means any guarantee of the Notes that may from
      time to time be entered into by a Restricted Subsidiary of the Company on the Issue Date or after the Issue Date pursuant to Section 414.  As used in this Indenture,
      “Subsidiary Guarantee” refers to a Subsidiary Guarantee of the Notes.

    

    

    “Subsidiary Guarantor” means any Restricted Subsidiary of the Company
      that enters into a Subsidiary Guarantee, in each case, unless and until such Subsidiary is released from such Subsidiary Guarantee in accordance with the terms of this Indenture.

    

    

    “S&P” means Standard & Poor’s Ratings Group, a division of The
      McGraw-Hill Companies, Inc., and its successors.

    

    

    “Tax Sharing Agreement” means the Tax Sharing Agreement, dated as of July
      3, 2007, between the Company and Holding, as amended and restated, as the same may be further amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and of this Indenture.

    

    

    “Temporary Cash Investments” means any of the following: (i) any investment in (x) direct obligations of the United States of America, Canada, a member state
      of the European Union or any country in whose currency funds are being held pending their application in the making of an investment or capital expenditure by the Company or a Restricted Subsidiary in that country or with such funds, or any agency or
      instrumentality of any thereof, or obligations Guaranteed by the United States of America or a member state of the European Union or any country in whose currency funds are being held pending their application in the making of an investment or
      capital expenditure by the Company or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any of the foregoing, or obligations guaranteed by any of the foregoing or (y) direct obligations of any foreign country recognized by the United States of America rated at least “A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such
      organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (ii) overnight bank
      deposits, and investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof
      issued by (x) any bank or other institutional lender under a Credit Facility or any affiliate thereof or (y) a





      bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital and surplus aggregating in excess of $250.0 million (or the
      foreign currency equivalent thereof) and whose long term debt is rated at least “A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the
      equivalent of such rating by any nationally recognized rating organization) at the time such

    

    

    
      41

      
        


    

    

    

    Investment is made, (iii) repurchase obligations for underlying securities or instruments of
      the types described in clause (i) or (ii) above entered into with a bank meeting the qualifications described in clause (ii) above, (iv) Investments in commercial paper,
      maturing not more than 24 months after the date of acquisition, issued by a Person (other than that of the Company or any of its Subsidiaries), with a rating at the time as of which any Investment therein is made of “P-2” (or higher) according to
      Moody’s or “A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating
      organization), (v) Investments in securities maturing not more than 24 months after the date of acquisition issued or fully guaranteed by any state, commonwealth or
      territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “BBB-” by S&P or “Baa3” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating
      of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (vi) Indebtedness or Preferred Stock (other than of the
      Company or any of its Subsidiaries) having a rating of “A” or higher by S&P or “A2” or higher by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of
      such rating by any nationally recognized rating organization), (vii) investment funds investing 95.0% of their assets in securities of the type described in clauses (i)
      through (vi) above (which funds may also hold cash pending investment and/or distribution), (viii) any money market deposit accounts issued or offered by a domestic
      commercial bank or a commercial bank organized and located in a country recognized by the United States of America, in each case, having capital and surplus in excess of $250.0 million (or the foreign currency equivalent thereof), or investments in
      money market funds subject to the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company Act of 1940, as amended, and (ix) similar





      investments approved by the Board of Directors in the ordinary course of business.

    

    

    “Term Loan Bank Products Affiliate” means any lender under the Senior
      Term Agreement or any Affiliate of any such lender that has entered into a Bank Products Agreement with the Company or any Subsidiary of the Company with the obligations of the Company or any such Subsidiary of the Company thereunder being secured by
      one or more Term Loan Collateral Documents.

    

    

    “Term Loan Agent” means Citicorp North America, Inc., in its capacity as
      administrative agent under the Senior Term Agreement and the collateral agent for the Term Loan Secured Parties under the Senior Term Agreement and Term Loan Collateral Documents, together with its successors and permitted assigns under the Senior
      Term Agreement and the Term Loan Collateral Documents.

    

    

    “Term Loan Collateral Agreement” means the Guarantee and Collateral
      Agreement, dated as of May 11, 2011, among the Company, certain of its Subsidiaries identified therein as grantors and the Term Loan Agent, together with the documents related thereto (including any supplements thereto), as amended, restated,
      supplemented or otherwise modified from time to time.

    

    

    “Term Loan Collateral Documents” means the Term Loan Collateral
      Agreement, the Intercreditor Agreements, the intellectual property security agreements, the mortgages and each other agreement, instrument or other document entered into in favor of the Term Loan Secured Parties for purposes of securing the Term Loan
      Obligations (including the guarantees thereof), as the same may be amended, restated, supplemented or otherwise modified from time to time.

    

    

    “Term Loan Documents” means the Senior Term Agreement, the guarantees
      under the Senior Term Agreement, the Term Loan Collateral Documents, the Loan Documents (as defined in the Senior Term Agreement), any Bank Product Agreements between the Company or any Subsidiary of the Company and any lender under the Senior Term
      Agreement, any Hedging Agreements between the Company or any Subsidiary of the Company and any lender under the Senior Term Agreement, any

    

    

    
      42

      
        


    

    

    

    Management Loans between the Company or any Subsidiary of the Company and any lender under the Senior Term Agreement, those other ancillary agreements as to which the
      Term Loan Agent or any lender under the Senior Term Agreement is a party or a beneficiary an all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf of the Company or any Subsidiary of the Company or
      any of their respective Affiliates, and delivered by the Term Loan Agent, in connection with any of the foregoing or any Senior Term Agreement, in each case as the same may be amended, modified or supplemented from time to time.

    

    

    “Term Loan Hedging Affiliate” means any lender under the Senior Term
      Agreement or any Affiliate of any lender under the Senior Term Agreement that has entered into a Hedging Agreement with the Company or any Subsidiary of the Company, with the obligations of the Company or any such Subsidiary thereunder being secured
      by one or more Term Loan Collateral Documents.

    

    

    “Term Loan Management Loans Affiliates” means any lender under the Senior
      Term Agreement or any Affiliate of any lender under the Senior Term Agreement (in case that is not also a lender under the Senior ABL Agreement) that has entered into a Management Loan with the Company or any Subsidiary of the Company with the
      obligations of the Company or any such Subsidiary thereunder being secured by one or more Term Loan Collateral Documents.

    

    

    “Term Loan Obligations” shall mean all obligations of every nature of the
      Company and any Subsidiary of the Company from time to time owed to the Term Loan Agent, the lenders under the Senior Term Agreement or any of them, any Term Loan Bank Products Affiliates or any Term Loan Hedging Affiliates, under any Term Loan
      Document, whether for principal, interest, fees, expenses (including interest, fees, and expenses which, but for the filing of a petition in bankruptcy with respect to the Company or any Subsidiary of the Company, would have accrued on any Term Loan
      Obligation, whether or not a claim is allowed against the Company or any such Subsidiary of the Company for such interest, fees, and expenses in the related bankruptcy proceeding), reimbursement of amounts drawn under letters of credit, payments for
      early termination of Hedging Agreements, indemnification or otherwise, and all other amounts owing or due under the terms of the Term Loan Documents, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from
      time to time.

    

    

    “Term Loan Secured Parties” means (a) the holders of Term Loan
      Obligations, (b) the Representatives with respect thereto and (c) the successors and permitted assigns of each of the foregoing.

    

    

    “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§77aaa-77bbbb) as
      in effect on the date of this Indenture, except as otherwise provided herein.

    

    

    “Trade Payables” means, with respect to any Person, any accounts payable
      or any indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services.

    

    

    “Transactions” means, collectively, any or all of the following: (i) the entry into this Indenture, and the offer and issuance of the Initial Notes, (ii) the
      amendment to the Senior Term Agreement to provide for the 2020 Term Loans and the Incurrence of Indebtedness in the form of the 2020 Term Loans by one or more of the Company and its Subsidiaries, (iii) the Smart Foodservice Acquisition, (iv) the termination of the ABS Facility and subsequent increase in the amount of commitments under the
      Senior ABL Facility, (v) the following borrowings by the Company under the Senior ABL Facility (A) $300 million on March 23, 2020 and (B) $400 million on March 24, 2020, (vi) the Series A Preferred Stock Issuance and (vii) all other transactions relating to any of the
      foregoing (including payment of fees and expenses related to any of the foregoing).

    

    

    
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    “Transportation Equipment” means vehicles consisting of refrigerated
      straight trucks, tractor trucks, refrigerated van trailers, other trucks and trailers with refrigeration units, and other vans, trucks, tractors and trailers.

    

    

    “Treasury Rate” means, with respect to a Redemption Date, the weekly
      average rounded to the nearest 1/100th of a percentage point (for the most recently completed week for which such information is available as of the date that is two Business Days prior to such Redemption Date) of the yield to maturity at the time of
      computation of United States Treasury securities with a constant maturity (as compiled and published in the Federal Reserve Statistical Release H.15 with respect to each applicable day during such week (or, if such Statistical Release is no longer
      published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to April 15, 2022; provided, however, that if the period from the Redemption Date to such date is not equal to the constant maturity of a United States Treasury security for which such yield is given, the
      Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the
      Redemption Date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

    

    

    “Trust Officer” means any corporate trust officer or any other officer or
      assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such corporate trust officers who shall have direct responsibility for the administration of this Indenture, or any
      other officer of the Trustee to whom a corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject.

    

    

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

    

    

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

    

    

    “Unrestricted Subsidiary” means (i) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary, as designated by the Board of Directors in the manner provided below, and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be
      an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Company or any other Restricted Subsidiary of the Company that is not a
      Subsidiary of the Subsidiary to be so designated; provided, that (A) such designation was made
      at or prior to the Issue Date, or (B) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (C) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 409. The Board
      of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that immediately after giving effect to such designation (x) the Company could Incur at least $1.00 of additional Indebtedness under Section 407(a) or (y) the Consolidated Coverage Ratio would be greater than it was immediately prior to giving effect to such designation or (z) such Subsidiary shall be a Special Purpose Subsidiary with no Indebtedness outstanding other than Indebtedness that can be Incurred (and upon such designation shall be deemed to be Incurred and outstanding) pursuant to Section 407(b). Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Company’s
      Board of Directors giving effect to such designation and an Officer’s Certificate of the Company certifying that such designation complied with the foregoing provisions.

    

    

    
      44

      
        


    

    

    

    “U.S. Government Obligation” means (x) any security that is (i) a direct obligation of the United States of America for the payment of which the full faith and
      credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United
      States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under the preceding clause (i) or (ii) is not callable or redeemable at the option of
      the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government
      Obligation that is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation that is so
      specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such
      depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

    

    

    “Voting Stock” of an entity means all classes of Capital Stock of such
      entity then outstanding and normally entitled to vote in the election of directors or all interests in such entity with the ability to control the management or actions of such entity.

    

    

    “Wholly Owned Domestic Subsidiary” means as to any Person, any Domestic
      Subsidiary of such Person, and of which such Person owns, directly or indirectly through one or more Wholly Owned Domestic Subsidiaries, all of the Capital Stock of such Domestic Subsidiary.

    

    

    Section 102.          Other Definitions.

    

    

    	
            Term

          	 	
            Defined in 

            Section

          
	
            “Act”          

          	 	
            108

          
	
            “Affiliate Transaction”          

          	 	
            412

          
	
            “Agent Members”          

          	 	
            312

          
	
            “Amendment”          

          	 	
            410

          
	
            “Authentication Order”          

          	 	
            303

          
	
            “Bankruptcy Law”          

          	 	
            601

          
	
            “Certificate of Beneficial Ownership”          

          	 	
            313

          
	
            “Change of Control Offer”          

          	 	
            415

          
	
            “Covenant Defeasance”          

          	 	
            1203

          
	
            “Custodian”          

          	 	
            601

          
	
            “Declined Excess Proceeds”          

          	 	
            411

          
	
            “Defaulted Interest”          

          	 	
            307

          
	
            “Defeasance”          

          	 	
            1202

          
	
            “Defeased Notes”          

          	 	
            1201

          
	
            “Discharge”          

          	 	
            101

          
	
            “Event of Default”          

          	 	
            601

          
	
            “Excess Proceeds”          

          	 	
            411

          
	
            “Expiration Date”          

          	 	
            108

          
	
            “Global Notes”          

          	 	
            201

          
	
            “Initial Agreement”          

          	 	
            410

          
	
            “Initial Lien”          

          	 	
            413

          
	
            “LCT Election”          

          	 	
            123

          
	
            “LCT Test Date”          

          	 	
            123

          
	
            “Note Register” and “Note Registrar”          

          	 	
            305

          


    

    

    
      45

      
        


    

    

    

    	
            Term

          	 	
            Defined in 

            Section

          
	
            “Notice of Default”          

          	 	
            601

          
	
            “Offer”          

          	 	
            411

          
	
            “Permanent Regulation S Global Notes”          

          	 	
            201

          
	
            “Permitted Payment”          

          	 	
            409

          
	
            “Physical Notes”          

          	 	
            201

          
	
            “Private Placement Legend”          

          	 	
            203

          
	
            “Ratio Tested Committed Amount”          

          	 	
            407

          
	
            “Redemption Amount”          

          	 	
            1009

          
	
            “Redemption Price”          

          	 	
            1009

          
	
            “Refinancing Agreement”          

          	 	
            410

          
	
            “Refunding Capital Stock”          

          	 	
            409

          
	
            “Regulation S Global Notes”          

          	 	
            201

          
	
            “Regulation S Note Exchange Date”          

          	 	
            313

          
	
            “Regulation S Physical Notes”          

          	 	
            201

          
	
            “Reporting Date”          

          	 	
            405

          
	
            “Restricted Payment”          

          	 	
            409

          
	
            “Reversion Time”          

          	 	
            416

          
	
            “Rule 144A Global Notes”          

          	 	
            201

          
	
            “Rule 144A Physical Notes”          

          	 	
            201

          
	
            “Subsidiary Guaranteed Obligations”          

          	 	
            1301

          
	
            “Successor Company”          

          	 	
            501

          
	
            “Suspended Covenants”          

          	 	
            416

          
	
            “Suspension Date”          

          	 	
            416

          
	
            “Suspension Period”          

          	 	
            416

          
	
            “Temporary Regulation S Global Note”          

          	 	
            201

          
	
            “Treasury Capital Stock”          

          	 	
            409

          


    

    

    Section 103.          Rules of Construction.  For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

    

    

    (1)          the terms defined in this
        Indenture have the meanings assigned to them in this Indenture;

    

    

    (2)          “or” is not exclusive;

    

    

    (3)          all accounting terms not otherwise
        defined herein have the meanings assigned to them in accordance with GAAP;

    

    

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

    

    

    (5)          all references to “$” or “dollars” shall refer to the lawful currency of the United States of America;

    

    

    (6)         the words “include,” “included” and “including,”
        as used herein, shall be deemed in each case to be followed by the phrase “without limitation,” if not expressly followed by such phrase or the phrase “but not limited to”;

    

    

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

    

    

    (8)          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;

    

    

    (9)          any reference to a Section,
        Article or clause refers to such Section, Article or clause of this Indenture; and

    

    

    (10)         notwithstanding any provision of this Indenture, no
        provision of the TIA shall apply or be incorporated by reference into this Indenture or the Notes, except as specifically set forth in this Indenture.

    

    

    Section 104.          [Reserved].

    

    

    Section 105.          [Reserved].

    

    

    Section 106.          Compliance Certificates and Opinions.  Upon any application or request by the Company or by any other obligor upon the Notes (including any Subsidiary Guarantor) to the Trustee to take any action under any
        provision of this Indenture, the Company or such other obligor (including any Subsidiary Guarantor), as the case may be, shall furnish to the Trustee such certificates and opinions as may be required under this Indenture.  Each such certificate or
        opinion shall be given in the form of one or more Officer’s Certificates, if to be given by an Officer, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of this Indenture.  Notwithstanding the foregoing,
        in the case of any such request or application as to which the furnishing of any Officer’s Certificate or Opinion of Counsel is specifically required by any provision of this Indenture relating to such particular request or application, no
        additional certificate or opinion need be furnished.

    

    

    Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided
      for in Section 406) shall include:

    

    

    (1)          a statement that the individual
        signing such certificate or opinion has read such covenant or condition, as applicable, and the definitions herein relating thereto;

    

    

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

    

    

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

    

    

    (4)           a statement as to whether, in
        the opinion of such individual, such condition or covenant, as applicable, has been complied with.

    

    

    Section 107.          Form of Documents Delivered to Trustee.  In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be
        certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to
        other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

    

    

    
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    Any certificate or opinion of an Officer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations
      by, counsel, unless such Officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.  Any such certificate or opinion of counsel may be based, insofar as
      it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers to the effect that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows that
      the certificate or opinion or representations with respect to such matters are erroneous.

    

    

    Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other
      instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

    

    

    Section 108.          Acts of Noteholders; Record Dates.  (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; and, except as herein otherwise expressly provided, such action shall become effective when such
        instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Company, as the case may be.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes
        referred to as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall
        be sufficient for any purpose of this Indenture and (subject to Section 701) conclusive in favor of the Trustee, the Company, and any other obligor upon the Notes, if
        made in the manner provided in this Section 108.

    

    

    (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 an officer of a corporation or a member of a partnership or other legal entity other than an individual, on behalf of such corporation or partnership or
        entity, such certificate or affidavit shall also constitute sufficient proof of such Person’s authority.  The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in
        any other manner that the Trustee deems sufficient.

    

    

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

    

    

    (d)         Any request, demand, authorization, direction,
        notice, consent, waiver or other action by the Holder of any Note shall bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, suffered or omitted to be done by the
        Trustee, the Company or any other obligor upon the Notes in reliance thereon, whether or not notation of such action is made upon such Note.

    

    

    (e)          (i)  The Company may set any day as a record date for
        the purpose of determining the Holders of Outstanding Notes entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by
        Holders of Notes, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of
        any notice, declaration, request or direction referred to in the next paragraph.  If any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such record date (or their duly designated proxies), and no other Holders,
        shall be entitled to take the relevant action, whether or not such Persons remain Holders

    

    

    
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    after such record date; provided that no such action shall be effective hereunder unless
      taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date.  Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any
      action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be
      construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken.  Promptly after any record date is set pursuant to this paragraph, the Company, at its expense, shall
      cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Notes in the manner set forth in Section 110.

    

    

    (ii)          The Trustee may set any day as a record date for the
        purpose of determining the Holders of Outstanding Notes entitled to join in the giving or making of (A) any Notice of Default, (B) any declaration of acceleration referred to in Section 602, (C) any





        request to institute proceedings referred to in Section 607(ii) or (D) any direction referred
        to in Section 612, in each case with respect to Notes.  If any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such record date, and no
        other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that





        no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date.  Nothing in this paragraph shall be construed to prevent
        the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of
        no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken.  Promptly after any record date is set pursuant
        to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Notes in the manner set
        forth in Section 110.

    

    

    (iii)        With respect to any record date set pursuant to this
        Section 108, the party hereto that sets such record dates may designate any day as the “Expiration Date”
        and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new
        Expiration Date is given to the Company or the Trustee, whichever such party is not setting a record date pursuant to this Section 108(e) in writing, and to each Holder
        of Notes in the manner set forth in Section 110, on or prior to the existing Expiration Date.  If an Expiration Date is not designated with respect to any record date set
        pursuant to this Section 108, the party hereto that set such record date shall be deemed to have initially designated the 180th day after such record date as the
        Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.  Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

    

    

    (iv)         Without limiting the foregoing, a Holder entitled
        hereunder 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.

    

    

    (v)          Without limiting the generality of the foregoing, a
        Holder, including the Depositary, 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 the Depositary, as the Holder of a

    

    

    
      49

      
        


    

    

    

    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.

    

    

    (vi)        The Company may fix a record date for the purpose of
        determining the persons who are beneficial owners of interests in any Global Note held by the Depositary entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand,
        authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders.  If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only
        such persons, shall be entitled to make, give or take such request, demand, authorization direction, notice consent, waiver or other action, whether or not such Holders remain Holders after such record date.  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 109.          Notices, Etc., to Trustee, Collateral Agent and Company.  Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be
        made upon, given or furnished to, or filed with,

    

    

    (1)           the Trustee or the Collateral
        Agent by any Holder or by the Company or by any other obligor upon the Notes shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at 246 Goose Lane, Suite 105, Guilford, Connecticut
        06437, Attention:  Corporate Trust Department (telephone:  (203) 453-4130; telecopier:  (203) 453-1183) or at any other address furnished in writing to the Company by the Trustee or the Collateral Agent,

    

    

    (2)         the Company by the Trustee or the
        Collateral Agent or by any Holder shall be sufficient for every purpose hereunder if in writing and mailed, first class postage prepaid, to the Company at 9399 West Higgins Road, Suite 100, Rosemont, Illinois 60018, Attention: General Counsel
        (telephone: (847) 720-8000; fax: (847) 720-8099) or at any other address furnished in writing to the Trustee or the Collateral Agent by the Company,

    

    

    (3)         the Company, the Collateral Agent
        or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

    

    

    Section 110.          Notices to Holders; Waiver.  Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first
        class postage prepaid, or by overnight air courier guaranteeing next day delivery, to each Holder, at such Holder’s address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for
        the giving of such notice.  In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to
        other Holders.

    

    

    Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either
      before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon
      such waiver.

    

    

    In case, by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail notice of any event as
      required by any provision of this Indenture,

    

    

    
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    then such notification as shall be made with the approval of the Trustee (such approval not to be unreasonably withheld) shall constitute a sufficient notification for
      every purpose hereunder.

    

    

    Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any
      notice of redemption) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Note (or its designee) pursuant to the customary procedures of such Depositary (including
      delivery by electronic mail).

    

    

    Section 111.           Effect of Headings and Table of Contents.  The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

    

    

    Section 112.          Successors and Assigns.  All covenants and agreements in this Indenture by the Company shall bind its respective successors and assigns, whether so expressed or not.  All agreements of the Trustee and the
        Collateral Agent in this Indenture shall bind their respective successors.

    

    

    Section 113.         Separability Clause.  In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way
        be affected or impaired thereby.

    

    

    Section 114.          Benefits of Indenture.  Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any Paying Agent and the Holders, any
        benefit or any legal or equitable right, remedy or claim under this Indenture.

    

    

    Section 115.         Governing Law.  THIS INDENTURE, THE NOTES, THE SUBSIDIARY GUARANTEES, THE COLLATERAL AGREEMENT AND THE INTERCREDITOR AGREEMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
        YORK.  THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES, EACH SUBSIDIARY GUARANTOR AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE
        BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.

    

    

    Section 116.          Waiver of Trial by Jury.  Each of the parties hereto hereby waives the right to trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Indenture.

    

    

    Section 117.          Legal Holidays.  In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this
        Indenture or of the Notes) payment of interest or principal and premium (if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as
        if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, and no interest shall accrue on such payment for the intervening period.

    

    

    Section 118.         No Personal Liability of Directors, Managers, Officers, Employees, Incorporators and Stockholders.  No past, present or future director, manager, officer, employee, incorporator, member, partner or stockholder of
        the Company, any Subsidiary Guarantor or any

    

    

    
      51

      
        


    

    

    

    Subsidiary of any thereof, in their respective capacities as such, shall have any liability for any obligation of the Company or any Subsidiary Guarantor under the Note
      Documents, or for any claim based on, in respect of, or by reason of, any such obligation or its creation.  Each Noteholder, by accepting the Notes, waives and releases all such liability.  The waiver and release are part of the consideration for
      issuance of the Notes.

    

    

    Section 119.            Exhibits and Schedules.  All exhibits and schedules attached hereto are by this reference made a part hereof with the same effect as if herein set forth in full.

    

    

    Section 120.          Counterparts.  This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. Delivery of an
        executed counterpart of this Indenture by facsimile, electronically in portable document format (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and
        Records Act or other applicable law, e.g., www.docusign.com) or in any other format will be effective as delivery of a manually executed counterpart. The
        Company agrees to assume all risks arising out of the use of using electronic signatures and electronic methods to submit communications to the Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the
        risk of interception and misuse by third parties.

    

    

    Section 121.          Force Majeure.  To the extent permitted by the TIA, in no event shall the Trustee or the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
        out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
        interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services (it being understood that the Trustee shall use reasonable best efforts which are consistent with accepted practices in the banking
        industry to resume performance as soon as practicable under the circumstances).

    

    

    Section 122.          USA PATRIOT Act.  The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee and the Collateral Agent, like all financial institutions and in order to help fight the
        funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee or Collateral Agent.  The parties to
        this Indenture agree that they will provide the Trustee and Collateral Agent (acting in any capacity hereunder) with such information as it may reasonably request in order for the Trustee and Collateral Agent to satisfy the requirements of the USA
        PATRIOT Act.

    

    

    Section 123.         Limited Condition Transaction.  In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which
        requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company, be deemed satisfied, so
        long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into or irrevocable notice of redemption, repurchase, defeasance,
        satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given.  For the avoidance of doubt, if the Company has exercised its option under the first sentence of this Section 121, and any Default, Event of Default or specified Event of Default, as applicable, occurs following the date the definitive agreements for the applicable Limited Condition Transaction were
        entered into or irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to

    

    

    
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    the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default, as applicable, shall be deemed to not have
      occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.

    

    

    In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of:

    

    

    (i)         determining compliance with any
        provision of this Indenture which requires the calculation of the Consolidated Coverage Ratio, the Consolidated Secured Leverage Ratio or the Consolidated Total Leverage Ratio; or

    

    

    (ii)          testing baskets set forth in this
        Indenture (including baskets measured as a percentage of Consolidated Tangible Assets);

    

    

    in each case, at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition
      Transaction are entered into or irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given, as applicable (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence or discharge
      of Indebtedness and the use of proceeds of such Incurrence) as if they had occurred at the beginning of the most recent four consecutive fiscal quarters ending prior to the LCT Test Date for which consolidated financial statements of the Company are
      available, the Company could have taken such action on the relevant LCT Test Date in compliance with such ratio, basket or amount, such ratio, basket or amount shall be deemed to have been complied with.  For the avoidance of doubt, if the Company
      has made an LCT Election and any of the ratios, baskets or amounts for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, basket or amount, including due to fluctuations in
      Consolidated EBITDA or Consolidated Tangible Assets of the Company or the Person subject to such Limited Condition Transaction or any applicable currency exchange rate, at or prior to the consummation of the relevant transaction or action, such
      baskets, ratios or amounts will not be deemed to have been exceeded as a result of such fluctuations.  If the Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio,
      basket or amount with respect to the Incurrence of Indebtedness or Liens, or the making of Restricted Payments, Asset Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Company or the
      designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is
      terminated or expires without consummation of such Limited Condition Transaction, any such ratio, basket or amount shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith
      (including any Incurrence or discharge of Indebtedness and the use of proceeds thereof) have been consummated.

    

    

    ARTICLE II

    

    

    NOTE FORMS

    

    

    Section 201.          Forms Generally.  The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article II and Exhibit A attached hereto (as such forms may be modified in accordance with Section 301).  Any

    

    

    
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    Additional Notes and the Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article II and Exhibit A attached hereto (as such forms may be modified in accordance with Section 301). Exhibit A is hereby incorporated in and expressly made a part of this Indenture.  The
      Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock exchange rule or depositary rule or usage, agreements to which the
      Company is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Company executing such Notes, as evidenced by such execution (provided





        always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company).  Each Note shall be dated the date of its authentication.  The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture.  Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the
      face of the Note.  For the avoidance of doubt, no Opinion of Counsel shall be required on the Issue Date for the Trustee’s authentication of the Initial Notes.

    

    

    Notes offered and sold to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A shall, unless the Company
      otherwise notifies the Trustee in writing, be issued in the form of one or more permanent global Notes substantially in the form attached hereto as Exhibit A (as such form
      may be modified in accordance with Section 301), except as otherwise permitted herein.  Such Global Notes shall be referred to collectively herein as the “Rule 144A Global Notes,” and shall be deposited with the Trustee, as custodian for the Depositary or its nominee, for credit to an account of an Agent Member, and shall be duly
      executed by the Company and authenticated by the Trustee as hereinafter provided.  The aggregate principal amount of a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as
      custodian for the Depositary or its nominee, as hereinafter provided.

    

    

    Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless the Company otherwise notifies the
      Trustee in writing, be issued in the form of one or more temporary global Notes substantially in the form attached hereto as Exhibit A (as such form may be modified in
      accordance with Section 301), except as otherwise permitted herein.  Such Global Notes shall be referred to herein as the “Temporary Regulation S Global Notes,” and shall be deposited with the Trustee, as custodian for the Depositary or its nominee for the accounts of designated Agent Members holding on behalf of Euroclear or Clearstream and
      shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided.

    

    

    Following the expiration of the distribution compliance period set forth in Regulation S with respect to any Temporary Regulation S Global Note,
      beneficial interests in such Temporary Regulation S Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes substantially in the form attached hereto as Exhibit A (as such form may be
      modified in accordance with Section 301), except as otherwise permitted herein.  Such Global Notes shall be referred to herein as the “Permanent Regulation S Global Notes” and, together with the Temporary Regulation S Global Notes, as the “Regulation S Global Notes.” 





      The Permanent Regulation S Global Notes shall be deposited upon issuance with the Trustee, as custodian for the Depositary and registered in the name of the Depositary or its nominee, in each case, for credit to an account of an Agent Member and
      shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided.  Simultaneously with the authentication of a Permanent Regulation S Global Note, the Trustee shall cancel the related Temporary Regulation S Global Note. 
      The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

    

    

    
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    Subject to the limitations on the issuance of certificated Notes set forth in Sections 312
      and 313, Notes issued pursuant to Section 305 in exchange for or upon transfer of beneficial
      interests (x) in a Rule 144A Global Note shall be in the form of permanent certificated Notes substantially in the form attached hereto as Exhibit A (as such form may be modified in accordance with Section 301) (the “Rule 144A Physical Notes”) or (y) in a Regulation S Global Note (if any), on or after the Regulation S Note Exchange Date with respect to
      such Regulation S Global Note, shall be in the form of permanent certificated Notes substantially in the form attached hereto as Exhibit A (as such form may be modified in
      accordance with Section 301) (the “Regulation S Physical Notes”), respectively, as hereinafter
      provided.

    

    

    The Rule 144A Physical Notes and Regulation S Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant
      to Section 304, 305, 306
      or 1008, and the Rule 144A Global Notes and Regulation S Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to Section 304, 305, 306
      or 1008.  The Rule 144A Physical Notes and the Regulation S Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture,
      are sometimes collectively herein referred to as the “Physical Notes.”  The Rule 144A Global Notes and the Regulation S Global Notes, together with any other global Notes
      that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the “Global Notes.”

    

    

    Section 202.          Form of Trustee’s Certificate of Authentication.  The Notes will have endorsed thereon a Trustee’s certificate of authentication in substantially the following form:

    

    

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

    

    

    
      

      

      

      

      	 	    

            	 
	 	   

            	 
	 	
              as Trustee

            	 
	 	 	 
	 	 	 
	 	 By:	  

            	 
	 	 	Authorized Officer	 
	 	 	 


      

      

      

      

    

    Dated:

    

    

    If an appointment of an Authenticating Agent is made pursuant to Section 714,
      the Notes may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternative certificate of authentication in substantially the following form:

    

    

    
      55

      
        


    

    

    

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

    

    

    

    

    
      	 	[NAME]	 
	 	 	 
	 	 	 
	 	 	 
	 	as Trustee	 
	 	

            	 
	 	 	 	 
	
              

              

            	
              By: 

            	 

            	 
	 	 	As Authenticating Agent	 
	 	 	 	 
	 	By: 	 	 
	 	 	Authorized Officer	 


    

    

    

    

    Dated:

    

    

    Section 203.          Restrictive and Global Note Legends.  Each Global Note and Physical Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the following legend set forth below (the “Private Placement Legend”) on the face thereof until the Private Placement Legend is removed or not required in accordance with Section 313(4):

    

    

    “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES





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

    

    

    BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN “INSTITUTIONAL” ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) OR
      (7) UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”) AND (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, THAT IT WILL NOT WITHIN [ONE YEAR— FOR NOTES ISSUED
      PURSUANT TO RULE 144A][40 DAYS—FOR NOTES ISSUED IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S] AFTER THE LATER OF THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES OWNED THIS NOTE, OFFER,
      RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (X) (I) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (II) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER
      REASONABLY BELIEVES IS A

    

    

    
      56

      
        


    

    

    

    QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (III) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT IS
      ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR THE OFFER OR SALE IN CONNECTION WITH
      ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AND THAT PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
      RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (IF AVAILABLE), (V)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (VI) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE
      COMPANY SO REQUESTS) OR (VII) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (Y) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. BY ITS ACCEPTANCE HEREOF, THE
      HOLDER OF THIS NOTE FURTHER AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PURSUANT TO SUBCLAUSES (III) TO (VI) OF CLAUSE (X)
      ABOVE, AND THAT, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
      AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.”

    

    

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

    

    

    “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
      AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

    

    

    TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
      SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH

    

    

    
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    THE RESTRICTIONS SET FORTH IN SECTIONS 312 AND 313 OF THE INDENTURE (AS DEFINED HEREIN).”

    

    

    Each Temporary Regulation S Global Note shall also bear the following legend on the face thereof:

    

    

    “BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS
      ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
      SECURITIES ACT.

    

    

    

    

    EXCEPT AS SPECIFIED IN THE INDENTURE, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS
      IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40 DAY DISTRIBUTION COMPLIANCE
      PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT).  DURING SUCH 40 DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY NOT BE SOLD, PLEDGED OR
      TRANSFERRED TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON.”

    

    

    Each note issued with OID will contain a legend substantially to the following effect:

    

    

    THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE.  A HOLDER MAY OBTAIN THE ISSUE
      PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: US FOODS, INC., TREASURER, 9399 W. HIGGINS ROAD, SUITE 100, ROSEMONT, IL 60018.

    

    

    ARTICLE III

    

    

    THE NOTES

    

    

    Section 301.         General Terms; Additional Notes.  All Notes will vote (or consent) as a class with the other Notes and otherwise be treated as a single class of Notes for all purposes of this Indenture. Each Note will bear
        interest at a rate of 6.250% per annum from the Issue Date or from the most recent date to which interest has been paid or provided for, payable semi-annually on April 15 and October 15 of each year (each such date, an “Interest Payment Date”),
        commencing October 15, 2020, to Holders of record as of the close of business on the April 1 and October 1, whether or not a Business Day, immediately preceding each Interest Payment Date.

    

    

    
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    Additional Notes ranking pari passu with the Initial Notes
      may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as
      the Initial Notes other than with respect to the date of issuance and, if applicable, original interest accrual date and original interest payment date; provided that





      the Company’s ability to issue Additional Notes shall be subject to the Company’s compliance with Sections 407 and 413 hereof. Any Additional Notes may be issued with the benefit of an indenture supplemental to this Indenture; provided further, however, that in the event any Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such non-fungible
      notes will be issued with a separate CUSIP number or ISIN so they are distinguishable from the Initial Notes.

    

    

    The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the
      Subsidiary 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.

    

    

    Section 302.         Denominations.  The Notes shall be issuable only in fully registered form, without coupons, and only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

    

    

    Section 303.         Execution, Authentication and Delivery and Dating.  The Notes shall be executed on behalf of the Company by one Officer of the Company.  The signature of any such Officer on the Notes may be manual or by
        facsimile.

    

    

    Notes bearing the manual or facsimile signature of an individual who was at any time an Officer of the Company shall bind the Company, notwithstanding
      that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes.

    

    

    At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the
      Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal amount not to exceed
      $1,000.0 million and (ii) subject to Sections 407 and 413, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company (which shall have identical terms as the Initial Notes, other than with respect to the
      date of issuance and, if applicable, original interest accrual date and original interest payment date), in each case specified in clauses (i) and (ii) above, upon a written order of the Company in the form of an Officer’s Certificate of the Company
      (an “Authentication Order”).  Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, the
      “CUSIP”, “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes or Additional Notes, the issue price (in the case of Additional Notes) and whether the Notes are to be issued as
      one or more Global Notes or Physical Notes and such other information as the Company may include or the Trustee may reasonably request.

    

    

    All Notes shall be dated the date of their authentication.

    

    

    No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a
      certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall

    

    

    
      59

      
        


    

    

    

    be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

    

    

    Section 304.        Temporary Notes.  Until definitive Notes are ready for delivery, the Company may prepare and upon receipt of an Authentication Order the Trustee shall authenticate temporary Notes.  Temporary Notes shall be
        substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes.  If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. 
        After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company in a Place of Payment, without charge to the Holder.  Upon
        surrender for cancellation of any one or more temporary Notes, the Company shall execute and upon receipt of an Authentication Order the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of
        authorized denominations.  Until so exchanged the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

    

    

    Section 305.          Note Registrar and Paying Agent.  The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the
        Company in a Place of Payment being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe,
        such Company shall provide for the registration of Notes and of transfers of Notes.  The Company may have one or more co-registrars.  The term “Note Registrar” includes
        any co-registrars.

    

    

    The Company initially appoints the Trustee as “Note Registrar” and “Paying Agent” in connection with the Notes, until such time as it has resigned or
      a successor has been appointed.  The Company may have one or more additional paying agents, and the term “Paying Agent” shall include any additional Paying Agent.  The
      Company may change the Paying Agent or Note Registrar without prior notice to the Holders of Notes.  The Company may enter into an appropriate agency agreement with any Note Registrar or Paying Agent not a party to this Indenture.  Any such agency
      agreement shall implement the provisions of this Indenture that relate to such agent.  The Company shall notify the Trustee in writing of the name and address of any such agent.  If the Company fails to appoint or maintain a Note Registrar or Paying
      Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 707.  The Company or any wholly-owned Domestic
      Subsidiary of the Company may act as Paying Agent (except for purposes of Section 1103 or Section 1205)
      or Note Registrar.

    

    

    Upon surrender for transfer of any Note at the office or agency of the Company in a Place of Payment, in compliance with all applicable requirements
      of this Indenture and applicable law, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any authorized denominations and of a like aggregate
      principal amount.

    

    

    At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon
      surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled
      to receive.

    

    

    All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the
      same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.

    

    

    
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    Every Note presented or surrendered for transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form
      satisfactory to the Company duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing.

    

    

    No service charge shall be made for any registration, transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover
      any transfer tax or other governmental charge that may be imposed in connection therewith.

    

    

    The Company shall not be required (i) to issue, transfer or exchange any
      Note during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004 and ending at the close of business on the day of such mailing or (ii) to transfer or exchange any Note so selected for redemption
      (or purchase) in whole or in part.

    

    

    Section 306.         Mutilated, Destroyed, Lost and Stolen Notes.  If a mutilated Note is surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company
        shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies





        the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8‐303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company.  If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Company to protect the Company, the Trustee, a
        Paying Agent and the Note Registrar, from any loss that any of them may suffer if a Note is replaced.

    

    

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

    

    

    Upon the issuance of any new Note under this Section 306, the Company
      may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

    

    

    Every new Note issued pursuant to this Section 306 in lieu of any
      destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of
      this Indenture equally and ratably with any and all other Notes duly issued hereunder.

    

    

    The provisions of this Section 306 are exclusive and shall preclude (to
      the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

    

    

    Section 307.          Payment of Interest Rights Preserved.  Interest on any Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Note (or one
        or more Predecessor Notes) is registered at the close of business on the Regular Record Date.

    

    

    
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    Any interest on any Note that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted
      Interest may be paid by the Company, at its election, as provided in clause (1) or clause (2) below:

    

    

    (1)           The Company may elect to make
        payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in
        the following manner.  The Company shall notify the Trustee and Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and the Company shall deposit with the Trustee or
        Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Trustee or Paying Agent 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 clause (1).  Thereupon the Trustee shall fix a Special Record Date for the payment of such
        Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee and the Paying Agent of the notice of the proposed payment.  The Trustee
        shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class
        postage prepaid, to each Holder at such Holder’s address as it appears in the Note Register, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
        having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause
        (2).

    

    

    (2)          The Company may make payment of
        any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange.

    

    

    Subject to the foregoing provisions of this Section 307, each Note
      delivered under this Indenture upon 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, that were carried by such other Note.

    

    

    Section 308.          Persons Deemed Owners.  The Company, any Subsidiary Guarantor, the Trustee, the Paying Agent and any agent of any of them may treat the Person in whose name any Note is registered as the owner of such Note for
        the purpose of receiving payment of principal of (and premium, if any), and (subject to Section 307) interest on, such Note and for all other purposes whatsoever, whether
        or not such Note be overdue, and neither the Company, any Subsidiary Guarantor, the Trustee, the Paying Agent  nor any agent of any of them shall be affected by notice to the contrary.

    

    

    Section 309.          Cancellation.  All Notes surrendered for payment, redemption, transfer, exchange or conversion shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already
        cancelled, shall be promptly cancelled by it.  The Company may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Notes
        so delivered shall be promptly cancelled by the Trustee.  No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 309,
        except as expressly permitted by this Indenture.  All canceled

    

    

    
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     Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures (subject to the record retention
      requirements of the Exchange Act).

    

    

    Section 310.          Computation of Interest.  Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

    

    

    Section 311.         CUSIP Numbers, ISINs, Etc.  The Company in issuing Notes may use “CUSIP” numbers, ISINs and “Common Code” numbers (if then generally in use), and if so, the Trustee may use the CUSIP numbers, ISINs and “Common
        Code” numbers in notices of redemption or exchange as a convenience to Holders; provided, however,
        that any such notice may state that no representation is made as to the correctness or accuracy of such numbers printed in the notice or on the Notes; that reliance may be placed only on the other identification numbers printed on the Notes; and
        that any redemption shall not be affected by any defect in or omission of such numbers.

    

    

    Section 312.          Book-Entry Provisions for Global Notes.  (a)  Each Global Note initially shall (i) be registered in the name of the Depositary for such
        Global Note or the nominee of such Depositary, in each case for credit to the account of an Agent Member, and (ii) be delivered to the Trustee as custodian for such
        Depositary.  None of the Company, any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for
        maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

    

    

    (b)          Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or its custodian, or under such Global
        Notes.  The Depositary may be treated by the Company, any other obligor upon the Notes, the Trustee and any agent of any of them as the absolute owner of the Global Notes for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein
        shall prevent the Company, any other obligor upon the Notes, the Trustee or any agent of any of them from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and
        its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Note.  The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons
        that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

    

    

    (c)          Transfers of a Global Note shall be limited to
        transfers of such Global Note in whole, but, subject to the immediately succeeding sentence, not in part, to the Depositary, its successors or their respective nominees.  Interests of beneficial owners in a Global Note may not be transferred or
        exchanged for Physical Notes unless (i) the Company has consented thereto in writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the applicable rules and procedures of the Depositary and the provisions of Section 305 and Section 313.  Subject to the limitation on issuance of Physical Notes set forth in Section 313(3), Physical Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in the relevant Global Note, if (i) the Depositary notifies the Company at any time that it is unwilling or unable to continue as Depositary for the Global Notes and a successor depositary is not appointed within 120 days; (ii) the Depositary ceases to be registered as a “Clearing Agency” under the Exchange Act and a successor depositary is not appointed within 120 days; (iii) the Company, at its option, notifies the Trustee that it elects to cause the issuance of Physical Notes; or (iv) an





        Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from the Depositary to issue Physical Notes.

    

    

    
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    (d)          In connection with any transfer or exchange of a
        portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to Section 312(c), the Note Registrar shall record on its books and
        records the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Company shall execute, and upon receipt of an Authentication Order the Trustee
        shall authenticate and deliver, one or more Physical Notes of like principal amount of authorized denominations.

    

    

    (e)          In connection with a transfer of an entire Global
        Note to beneficial owners for Physical Notes pursuant to Section 312(c), the applicable Global Note shall be deemed to be surrendered to the Trustee for cancellation, and
        the Company shall execute, and upon receipt of an Authentication Order the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary, in exchange for its beneficial interest in the applicable Global Note, an
        equal aggregate principal amount of Rule 144A Physical Notes (in the case of any Rule 144A Global Note) or Regulation S Physical Notes (in the case of any Regulation S Global Note), as the case may be, of authorized denominations.

    

    

    (f)          The transfer and exchange of a Global Note or
        beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth in Section 313)
        and the procedures therefor of the Depositary.  Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in a different Global Note will, upon transfer, cease to be an interest
        in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as
        it remains such an interest.  A transferor of a beneficial interest in a Global Note shall deliver to the Note Registrar a written order given in accordance with the Depositary’s procedures containing information regarding the participant account
        of the Depositary to be credited with a beneficial interest in the relevant Global Note.  Subject to Section 313, the Note Registrar shall, in accordance with such
        instructions, instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in such Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global
        Note being transferred.

    

    

    (g)          Any Physical Note delivered in exchange for an
        interest in a Global Note pursuant to Section 312(c) shall, unless such exchange is made on or after the Resale Restriction Termination Date applicable to such Note and
        except as otherwise provided in Section 203 and Section 313, bear the Private Placement
        Legend.

    

    

    (h)          Notwithstanding the foregoing, through the Restricted
        Period, a beneficial interest in a Regulation S Global Note may be held only through designated Agent Members holding on behalf of Euroclear or Clearstream unless delivery is made in accordance with the applicable provisions of Section 313.

    

    

    Section 313.          Special Transfer Provisions.

    

    

    (1)          Transfers to Non‐U.S. Persons.  The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to any Non‐U.S. Person:  The
        Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and,

    

    

    (a)          if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the proposed
        transferor has delivered to the Note Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the

    

    

    
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    Company, an opinion of counsel, certifications and other information satisfactory to the Company, and

    

    

    (b)        if the proposed transferor is or is
        acting through an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Note Registrar and the Company and the Trustee of (x) the certificate,
        opinion, certifications and other information, if any, required by clause (a) above and (y) written instructions given in accordance with the procedures of the Note
        Registrar and of the Depositary;

    

    

    whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the
      transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred,
      and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a
      beneficial interest in a relevant Regulation S Global Note, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Note in an amount equal to the principal amount of the
      beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of an Authentication Order) the Trustee shall authenticate and deliver
      one or more Physical Notes of like amount.

    

    

    (2)         Transfers to QIBs.  The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non‐U.S.
        Persons):  The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and,

    

    

    (a)          if such transfer is being made by
        a proposed transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Company and the Trustee in writing, that the sale has been made in compliance with the provisions
        of Rule 144A to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Company and the Trustee in writing, that it is purchasing such Note for its own
        account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges
        that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order
        to claim the exemption from registration provided by Rule 144A; and

    

    

    (b)          if the proposed transferee is an
        Agent Member, and the Note to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an
        interest in a different Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures, whereupon the Note Registrar shall reflect on its books and records the
        date and an increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel
        the Physical Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be.

    

    

    (3)         Limitation on Issuance of Physical Notes.  No Physical Note shall be exchanged for a beneficial interest in any Global Note, except in accordance with Section 312 and this Section 313.

    

    

    
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    A beneficial owner of an interest in a Temporary Regulation S Global Note (and, in the case of any Additional Notes for which no Temporary Regulation
      S Global Note is issued, any Regulation S Global Note) shall not be permitted to exchange such interest for a Physical Note or (in the case of such interest in a Temporary Regulation S Global Note) an interest in a Permanent Regulation S Global Note
      until a date, which must be after the end of the Restricted Period, on which the Company receives a certificate of beneficial ownership substantially in the form attached hereto as Exhibit C
      from such beneficial owner (a “Certificate of Beneficial Ownership”).  Such date, as it relates to a Regulation S Global Note, is herein referred to as the “Regulation S Note Exchange Date.”

    

    

    (4)          Private Placement Legend.  Upon the transfer, exchange or replacement of Notes not bearing the Private Placement Legend, the Note Registrar shall deliver Notes that do not bear the Private Placement
        Legend.  Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Note Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) the requested transfer is after the relevant Resale Restriction Termination Date with respect to such Notes, (ii) upon written request of the
        Company after there is delivered to the Note Registrar an opinion of counsel (which opinion and counsel are satisfactory to the Company) to the effect that neither such legend nor the related restrictions on transfer are required in order to
        maintain compliance with the provisions of the Securities Act, (iii) with respect to a Regulation S Global Note (on or after the Regulation S Note Exchange Date with
        respect to such Regulation S Global Note) or Regulation S Physical Note, in each case with the agreement of the Company, or (iv) such Notes are sold or exchanged pursuant
        to an effective registration statement under the Securities Act.

    

    

    (5)          Other Transfers.  The Note Registrar shall effect and register, upon receipt of a written request from the Company to do so, a transfer not otherwise permitted by this Section 313, such registration to be done in accordance with the otherwise applicable provisions of this Section 313,
        upon the furnishing by the proposed transferor or transferee of a written opinion of counsel (which opinion and counsel are satisfactory to the Company) to the effect that, and such other certifications or information as the Company may require
        (including, in the case of a transfer to an Accredited Investor (as defined in Rule 501(a)(1), (2), (3) or (7) under Regulation D promulgated under the Securities Act), a certificate substantially in the form attached hereto as Exhibit F) to confirm that, the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
        Securities Act.

    

    

    A Note that is a Restricted Security may not be transferred other than as provided in this Section 313.  A beneficial interest in a Global Note that is a Restricted Security may not be exchanged for a beneficial interest in another Global Note other than through a transfer in compliance with this Section 313.

    

    

    (6)          General.  By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the
        Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture.

    

    

    The Note Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 312 or this Section 313 (including all Notes received for transfer pursuant to this Section 313).  The Company shall have the right to require the applicable Note Registrar to deliver to the Company, at the Company’s expense, copies of all such letters, notices or other written
      communications at any reasonable time upon the giving of reasonable written notice to the Note Registrar.

    

    

    
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    In connection with any transfer of any Note, the Trustee, the Note Registrar and the Company shall be entitled to receive, shall be under no duty to
      inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the certificates, opinions and other information referred to herein (or in the forms provided herein, attached hereto or to the Notes, or
      otherwise) received from any Holder and any transferee of any Note regarding the validity, legality and due authorization of any such transfer, the eligibility of the transferee to receive such Note and any other facts and circumstances related to
      such transfer.

    

    

    ARTICLE IV

    

    

    COVENANTS

    

    

    Section 401.          Payment of Principal, Premium and Interest.  The Company shall duly and punctually pay the principal of (and premium, if any) and interest on the Notes in accordance with the terms of such Notes and this
        Indenture.  Principal amount (and premium, if any) and interest on the Notes shall be considered paid on the date due if the Company shall have deposited with the Paying Agent (if other than the Company or another wholly-owned Domestic Subsidiary
        of the Company) as of 12:00 p.m. New York City time on the due date money in immediately available funds and designated for and sufficient to pay all principal amount (and premium, if any) and interest then due.  At the option of the Company,
        payment of interest on such Note may be made through the Paying Agent by wire transfer of immediately available funds to the account designated to the Company by the Person entitled thereto or by check mailed to the address of the Person entitled
        thereto as such address shall appear in the Note Register.

    

    

    Section 402.          Maintenance of Office or Agency.  (a)  The Company shall maintain in the United States an office or agency where such Notes may be presented or surrendered for payment, where such Notes may be surrendered for
        transfer or exchange and where notices and demands to or upon the Company in respect of such Notes and this Indenture may be served.  The Company shall give prompt written notice to the Trustee of the location, and of any change in the location, of
        such office or agency.  If at any time the Company Notes shall fail to maintain such 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; provided that no service of legal process may be made against the Company at any office of the Trustee.

    

    

    (b)          The Company 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 purposes and may from time to time rescind such designations.

    

    

    The Company hereby designates the Corporate Trust Office of the Trustee, as one such office or agency of the Company in accordance with Section 305.

    

    

    Section 403.          Money for Payments to Be Held in Trust.  If the Company shall at any time act as Paying Agent, it shall, on or before 12:00 p.m., New York City time, on each due date of the principal of (and premium, if any) or
        interest on, any of such Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or
        otherwise disposed of as herein provided, and shall promptly notify the Trustee in writing of its action or failure so to act.

    

    

    If the Company is not acting as Paying Agent, it shall, on or prior to 12:00 p.m., New York City time, on each due date of the principal of (and
      premium, if any) or interest on, such Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, so

    

    

    
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    becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee)
      the Company shall promptly notify the Trustee in writing of its action or failure so to act.

    

    

    If the Company is not acting as Paying Agent, the Company shall cause any Paying Agent other than the Trustee to execute and deliver to the Trustee an
      instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 403, that such Paying Agent shall:

    

    

    (1)          hold all sums held by it for the
        payment of principal of (and premium, if any) or interest on the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

    

    

    (2)          give the Trustee notice of any
        default by the Company (or any other obligor upon the Notes) in the making of any such payment of principal (and premium, if any) or interest;

    

    

    (3)          at any time during the continuance
        of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and

    

    

    (4)          acknowledge, accept and agree to
        comply in all respects with the provisions of this Indenture relating to the duties, rights and liabilities of such Paying Agent.

    

    

    The Company may at any time, for the purpose of obtaining the satisfaction and discharge of such Notes, this Indenture or for any other purpose, pay,
      or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such
      Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

    

    

    Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of principal of (and premium, if any)
      or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from
      such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof unless an applicable abandoned property law designates another Person, and all liability of the Trustee or such
      Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

    

    

    Section 404.          [Reserved].

    

    

    Section 405.          SEC Reports.  So long as any Notes are outstanding:

    

    

    (a)          At any time prior to such time as the Company first
        becomes required to be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee (if not publicly available on EDGAR):

    

    

    (i)          within 105 days following the end of each fiscal year
        of the Company ending after the Issue Date (or such longer period as would be permitted by the SEC if the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this Section 405) were then subject to SEC reporting requirements as a non-accelerated filer), the consolidated financial statements of the Company for such year prepared in accordance with GAAP, together
        with a report

    

    

    
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    thereon by the Company’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such
      financial statements substantially similar to that which would be included in an Annual Report on Form 10-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being
      understood that the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or
      information for the Company, any Subsidiary Guarantor or any other affiliate of the Company (including any such information contemplated by Rule 3-16 under the Securities Act);

    

    

    (ii)          within 60 days after the end of each of the first
        three fiscal quarters of the Company in each fiscal year of the Company (or such longer period as would be permitted by the SEC if the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this Section 405) were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first such fiscal quarter ending after the Issue Date, the
        condensed consolidated financial statements of the Company for such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial
        statements substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood
        that the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for
        the Company, any Subsidiary Guarantor or any other affiliate of the Company (including any such information contemplated by Rule 3-16 under the Securities Act); and

    

    

    (iii)         information substantially similar to the
        information that would be required to be included in a Current Report on Form 8-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form) pursuant to Item 1.03 (Bankruptcy or
        Receivership), 2.01 (Completion of Acquisition or Disposition of Assets) or 5.01 (Changes in Control of Registrant) of such form (and in any event excluding, for the avoidance of doubt, the financial statements, pro forma financial information and
        exhibits, if any, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form), within 15 days after the date of filing that would have been required for a current report on Form 8-K.

    

    

    In addition, to the extent not satisfied by the foregoing, for so long as the Notes remain subject to this paragraph (a), the Company will furnish to
      Holders thereof and prospective investors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this covenant, it being understood that the Company
      shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of
      Regulation S-K under the Securities Act or (b) comply with Rules 3-10 and 3-16 of Regulation S-X under the Securities Act.

    (b)         Substantially concurrently with the furnishing or
        making available to the Trustee of the information specified in Section 405(a) pursuant thereto, the Company shall also (1) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by the Company, or (ii) to post copies of such reports on a website (which may be nonpublic) to which access is given to Holders, prospective investors in the Notes (which prospective investors
        shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing research
        and analysis of investment in the Notes to investors and prospective investors therein) and market-making financial institutions reasonably satisfactory to the Company, or (iii)

    

    

    
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    otherwise to provide substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation,
      making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability), or (2) to the extent
      the Company determines in good faith that it cannot make such reports available in the manner described in the preceding clause (1) after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their
      request.

    

    

    (c)         Notwithstanding the foregoing, at any time following
        such time as the Company first becomes required to be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of
        Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are outstanding, the annual reports, information, documents and other
        reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject.

    

    

    (d)          If, at any time, any audited or reviewed financial
        statements or information required to be included in any statement or filing pursuant to Section 405(a) or Section





            405(c) are not reasonably available on a timely basis as a result of the Company’s (or, any Parent’s whose financial statements satisfy the Company’s reporting obligations under this covenant) accountants not being “independent” (as
        defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this covenant) may, in lieu of making such filing or
        furnishing to the Trustee the financial statements or information, documents and reports so required to be filed or furnished, elect to make a filing or furnish to the Trustee on an alternative form unaudited or unreviewed financial statements or
        information substantially similar to such required audited or reviewed financial statements or information; provided that (i) the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this covenant) shall in any event be required to make such filing, as applicable, such audited or
        reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (ii) if the Company (or, any Parent whose financial statements satisfy the Company’s reporting
        obligations under this covenant) makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date,
        liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which
        such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such
        Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the
        Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages.

    

    

    The Company will be deemed to have satisfied the requirements of this Section 405
      if any Parent, in the case of Section 405(a), furnishes or makes available information regarding the Parent of the type otherwise so required with respect to the Company,
      and in the case of Section 405(c), is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a)
      or 15(d) of the Exchange Act with the SEC via EDGAR (or successor) filing system and such reports are publicly available, in each case provided that the same is accompanied by information describing the non-equity differences between the financial
      information relating to such Parent and its Subsidiaries, on the one hand, and the financial information relating to the Company and its Subsidiaries, on the other hand, which information may be in a form substantially consistent with the

    

    

    
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    disclosure of such differences included in the Offering Memorandum (as determined by the Company in good faith, which determination shall be conclusive) and for the
      avoidance of doubt need not be audited or compliant with Regulation S-X. As of the Issue Date, the Company plans on complying with requirements of this Section 405 by
      furnishing, making available, filing or providing, as applicable, information, reports and documents of Holding.

    

    

    Delivery of reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not
      constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on
      an Officer’s Certificate).  The Trustee shall have no liability or responsibility for the filing, timeliness, or content of such reports. The Trustee is not obligated to monitor or confirm, on a continuing basis or otherwise, any reports or other
      documents filed with the SEC or posted to any website or to participate in any conference calls.

    

    

    Section 406.          Statement as to Default.  The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company commencing with the Company’s fiscal year ending December 31, 2020, an
        Officer’s Certificate to the effect that to the best knowledge of the signer thereof (on behalf of the Company) the Company is or is not in default in the performance and observance of any of the terms, provisions and conditions of this Indenture
        applicable to the Company (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which such signer may have
        knowledge.

    

    

    Section 407.          Limitation on Indebtedness.  (a)  The Company will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Company or any Restricted Subsidiary may Incur Indebtedness if on the date of the Incurrence of such Indebtedness, after giving effect to the Incurrence
        thereof, the Consolidated Coverage Ratio would be equal to or greater than 2.00:1.00.

    

    

    (b)          Notwithstanding the foregoing Section 407(a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness:

    

    

    (i)          Indebtedness Incurred pursuant to
        any Credit Facility (including but not limited to in respect of letters of credit or bankers’ acceptances issued or created thereunder) and Indebtedness Incurred other than pursuant to any Credit Facility, and (without limiting the foregoing), in
        each case, any Refinancing Indebtedness in respect thereof, either (I) in a maximum principal amount at any time outstanding not exceeding in the aggregate the amount
        equal to (A) $4,820.0 million, plus (B) the amount equal to the greater of (x) $2,400.0 million and (y) an amount equal to (1) the Borrowing Base less (2) the aggregate principal amount of Indebtedness Incurred by Special Purpose Entities that are Restricted
        Subsidiaries and then outstanding pursuant to Section 407(b)(ix), plus (C) in the event of
        any refinancing of any such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing or (II) in an unlimited amount, if on the date of the Incurrence of such Indebtedness (other than any such Refinancing Indebtedness), after giving effect to such Incurrence (or,
        at the Company’s option, on the date of the initial borrowing of such Indebtedness or entry into the definitive agreement providing the commitment to fund such Indebtedness after giving pro forma effect to the Incurrence of the entire committed
        amount of such Indebtedness (such committed amount, a “Ratio Tested Committed Amount”), in which case such Ratio Tested Committed Amount may thereafter be borrowed and
        reborrowed, in

    

    

    
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    whole or in part, from time to time, without further compliance with this clause) the Consolidated Secured Leverage Ratio would be equal to or less
      than 4.75:1.00; and (in the case of this subclause (II)) any Refinancing Indebtedness with respect to any such Indebtedness (or Ratio Tested Committed Amount);

    

    

    (ii)          Indebtedness (A) of any Restricted Subsidiary to the Company, or (B) of the Company or any Restricted Subsidiary
        to any Restricted Subsidiary; provided that, in the case of this Section 407(b)(ii), any
        subsequent issuance or transfer of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other event, that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer
        of such Indebtedness (except to the Company or a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by the issuer thereof not permitted by this Section





            407(b)(ii);

    

    

    (iii)         Indebtedness represented by the
        Notes (other than Additional Notes), any Indebtedness (other than the Indebtedness under the Senior Credit Facilities described in Section 407(b)(i) and Indebtedness
        under the ABS Facility) outstanding (or Incurred pursuant to any commitment outstanding) on the Issue Date and any Refinancing Indebtedness Incurred in respect of any Indebtedness (or unutilized commitments) described in this Section 407(b)(iii) or Section 407(a) above;

    

    

    (iv)          Purchase Money Obligations and
        Capitalized Lease Obligations, and in each case any Refinancing Indebtedness with respect thereto;

    

    

    (v)          Indebtedness (A) supported by a letter of credit issued pursuant to any Credit Facility in a principal amount not exceeding the face amount of such letter of credit or (B) consisting of accommodation guarantees for the benefit of trade creditors of the Company or any of its Restricted Subsidiaries;

    

    

    (vi)          (A) Guarantees by the Company or any Restricted Subsidiary of Indebtedness or any other obligation or liability of the Company or any Restricted Subsidiary (other than any Indebtedness Incurred by the
        Company or such Restricted Subsidiary, as the case may be, in violation of this Section 407), or (B) without





        limiting Section 413, Indebtedness of the Company or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness
        of the Company or any Restricted Subsidiary (other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation of this Section 407);

    

    

    (vii)         Indebtedness of the Company or
        any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of such Person drawn against insufficient funds in the ordinary course of
        business, or (B) consisting of guarantees, indemnities, obligations in respect of earnouts or other purchase price adjustments, or similar obligations, Incurred in
        connection with the acquisition or disposition of any business, assets or Person;

    

    

    (viii)       Indebtedness of the Company or
        any Restricted Subsidiary in respect of (A) letters of credit, bankers’ acceptances or other similar instruments or obligations issued, or relating to liabilities or
        obligations incurred, in the ordinary course of business (including those issued to governmental entities in connection with self-insurance under applicable workers’ compensation statutes), (B) completion guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments or obligations, provided, or relating to liabilities or obligations incurred, in the ordinary course of business,
        including in respect of liabilities or

    

    

    
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    obligations of franchisees, (C) Hedging Obligations, (D) Management Guarantees or Management Indebtedness, (E) the financing of insurance premiums in the
      ordinary course of business, (F) take-or-pay obligations under supply arrangements incurred in the ordinary course of business, (G) netting, overdraft protection and other arrangements arising under standard business terms of any bank at which the Company or any Restricted Subsidiary maintains an overdraft, cash pooling or other similar
      facility or arrangement, (H) Junior Capital or (I) Bank Products Obligations;

    

    

    (ix)         Indebtedness (A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing; provided that (1) such Indebtedness is not recourse to the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing
        Undertakings); (2) in the event such Indebtedness shall become recourse to the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than
        with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by the Company as, Incurred at such time (or at the time initially Incurred) under one or more of the other provisions of this Section 407 for so long as such Indebtedness shall be so recourse; and (3) in the event that at
        any time thereafter such Indebtedness shall comply with the provisions of the preceding subclause (1), the Company may classify such Indebtedness in whole or in part as Incurred under this Section 407(b)(ix);

    

    

    (x)           Contribution Indebtedness and
        any Refinancing Indebtedness with respect thereto;

    

    

    (xi)          Indebtedness of (A) the Company or any Restricted Subsidiary Incurred to finance or refinance, or otherwise Incurred in connection with, any acquisition of assets (including Capital Stock),
        business or Person, or any merger or consolidation of any Person with or into the Company or any Restricted Subsidiary, or (B) any Person that is acquired by or merged or
        consolidated with or into the Company or any Restricted Subsidiary (including Indebtedness thereof Incurred in connection with any such acquisition, merger or consolidation); provided
        that on the date of such acquisition, merger or consolidation, after giving effect thereto, either (1) the Company would have a Consolidated Total Leverage Ratio equal to
        or less than 6.75:1.00 or (2) the Consolidated Total Leverage Ratio of the Company would equal or be less than the Consolidated Total Leverage Ratio of the Company
        immediately prior to giving effect thereto; and any Refinancing Indebtedness with respect to any such Indebtedness;

    

    

    (xii)       Indebtedness of the Company or any
        Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $350.0 million and 6.0% of Consolidated Tangible Assets;

    

    

    (xiii)      Indebtedness of the Company or any
        Restricted Subsidiary Incurred as consideration in connection with any acquisition of assets (including Capital Stock), business or Person, or any merger or consolidation of any Person with or into the Company or any Restricted Subsidiary, and any
        Refinancing Indebtedness with respect thereto, in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $400.0 million and 7.0% of Consolidated Tangible Assets;

    

    

    (xiv)       Indebtedness issuable upon the
        conversion or exchange of shares of Disqualified Stock issued in accordance with Section 407(a), and any Refinancing Indebtedness with respect thereto; and

    

    

    
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    (xv)       Indebtedness of any Foreign
        Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $250.0 million and 4.5% of Consolidated Tangible Assets.

    

    

    (c)          For purposes of determining compliance with, and the
        outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 407, (i) any other obligation of the obligor on such Indebtedness (or of any other Person who could have Incurred such Indebtedness under this Section
            407) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit,
        bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; (ii) in the event that Indebtedness meets the criteria of
        more than one of the types of Indebtedness described in Section 407(b), the Company, in its sole discretion, shall classify such item of Indebtedness and may include the
        amount and type of such Indebtedness in one or more of the clauses or subclauses of Section 407(b) (including in part under one such clause or subclause and in part under
        another such clause or subclause); provided that (if the Company shall so determine) any Indebtedness Incurred pursuant to Section 407(b)(iv), Section 407(b)(xii), Section 407(b)(xiii),
        or Section 407(b)(xv) shall cease to be deemed Incurred or outstanding for purposes of such clause but shall be deemed Incurred for the purposes of Section 407(a) from and after the first date on which the Company or any Restricted Subsidiary could have Incurred such Indebtedness under Section 407(a) without reliance on such clause; (iii) in the event that Indebtedness could be Incurred in part under Section 407(a), the Company, in its sole discretion, may classify a portion of such Indebtedness as having been Incurred under Section 407(a) and the remainder of such Indebtedness as having been Incurred under Section 407(b); (iv) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP; (v) the principal amount of Indebtedness outstanding under any clause of Section 407(b) shall be
        determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness; (vi) if any Indebtedness is Incurred to
        refinance Indebtedness initially Incurred (or, Indebtedness Incurred to refinance Indebtedness initially Incurred) in reliance on any provision of Section 407(b) measured
        by reference to a percentage of Consolidated Tangible Assets at the time of Incurrence, and such refinancing would cause such percentage of Consolidated Tangible Assets to be exceeded if calculated based on the Consolidated Tangible Assets on the
        date of such refinancing, such percentage of Consolidated Tangible Assets shall not be deemed to be exceeded (and such refinancing Indebtedness shall be deemed permitted) so long as the principal amount of such refinancing Indebtedness does not
        exceed an amount equal to the principal amount of such Indebtedness being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in
        connection with such refinancing; and (vii) if any Indebtedness is Incurred to refinance Indebtedness initially Incurred (or, Indebtedness Incurred to refinance
        Indebtedness initially Incurred) in reliance on any provision of Section 407(b) measured by a dollar amount, such dollar amount shall not be deemed to be exceeded (and
        such refinancing Indebtedness shall be deemed permitted) to the extent the principal amount of such newly Incurred Indebtedness does not exceed the principal amount of such Indebtedness being refinanced, plus the aggregate amount of fees,
        underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with such refinancing. Notwithstanding anything herein to the contrary, Indebtedness outstanding on the Issue
        Date under the Senior Credit Facilities shall be classified as Incurred under Section 407(b)(i)(I), and may not later be reclassified.

    

    

    (d)          For purposes of determining compliance with any
        provision of Section 407(b) (or any category of Permitted Liens described in the definition thereof) measured by a dollar amount or by reference to a percentage of
        Consolidated Tangible Assets, in each case, for the Incurrence of Indebtedness or Liens securing Indebtedness denominated in a foreign currency, the dollar equivalent

    

    

    
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    principal amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such
      Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving or deferred draw Indebtedness; provided that (x) the dollar equivalent principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on
      the Issue Date, (y) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency (or in a different currency from such Indebtedness so
      being Incurred), and such refinancing would cause the applicable provision of Section 407(b) (or category of Permitted Liens) measured by a dollar amount or by reference to
      a percentage of Consolidated Tangible Assets, as applicable, to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such provision of Section 407(b) (or category of Permitted Liens) measured by a dollar amount or by reference to a percentage of Consolidated Tangible Assets, as applicable, shall be deemed not to have been exceeded so long as the principal
      amount of such Refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount (whichever is higher) of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) Incurred or payable in connection with
      such refinancing and (z) the dollar equivalent principal amount of Indebtedness denominated in a foreign currency and Incurred pursuant to a Senior Credit Facility shall be
      calculated based on the relevant currency exchange rate in effect on, at the Company’s option, (A) the Issue Date, (B) any date on which any of the respective commitments under such Senior Credit Facility shall be reallocated between or among facilities or subfacilities thereunder, or on which such rate is otherwise calculated for any
      purpose thereunder, or (C) the date of such Incurrence. 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.

    

    

    (e)          Indebtedness outstanding under the ABS Facility on
        the Issue Date shall be deemed to be Incurred under Section 407(b)(ix).

    

    

    Section 408.         [Reserved].

    

    

    Section 409.         Limitation on Restricted Payments.  (a)  The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to (i) declare





        or pay any dividend or make any distribution on or in respect of its Capital Stock (including any such payment in connection with any merger or consolidation to which the Company is a party) except (x) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock) and (y) dividends or distributions payable
        to the Company or any Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to other holders of its Capital Stock on no more than a pro rata basis, measured by value), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than the Company or a Restricted Subsidiary (other than any
        acquisition of Capital Stock deemed to occur upon the exercise of options if such Capital Stock represents a portion of the exercise price thereof), (iii) voluntarily
        purchase, repurchase, redeem, defease or otherwise voluntarily acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than a purchase, repurchase,
        redemption, defeasance or other acquisition or retirement for value in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase,
        redemption, defeasance or other acquisition or retirement) or (iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution,
        purchase, repurchase, redemption, defeasance, other acquisition or retirement or Investment being herein referred to as a “Restricted Payment”), if at the time the Company
        or such Restricted Subsidiary makes such Restricted Payment after giving effect thereto:

    

    

    
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    (1)          an Event of Default shall have
        occurred and be continuing (or would result therefrom);

    

    

    (2)          the Company could not Incur at
        least an additional $1.00 of Indebtedness pursuant to Section 407(a); or

    

    

    (3)         the aggregate amount of such
        Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be as determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a resolution of the Board of
        Directors) declared or made subsequent to the RP Reference Date and then outstanding would exceed, without duplication, the sum of:

    

    

    (A)          (i) $200.0 million plus (ii) 50.0% of the Consolidated Net Income accrued during the period (treated as one accounting
        period) beginning on the RP Reference Date to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which consolidated financial statements of the Company (or, any Parent whose financial statements
        satisfy the Company’s reporting obligations under Section 405) are available (or, in case such Consolidated Net Income shall be a negative number, 100.0% of such negative
        number);

    

    

    (B)          the aggregate Net Cash Proceeds
        and the fair value (as determined in good faith by the Company) of property or assets received (x) by the Company as capital contributions to the Company after the RP
        Reference Date or from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock) after the RP Reference Date (other than Excluded Contributions and Contribution Amounts) or (y) by the Company or any Restricted Subsidiary from the Incurrence by the Company or any Restricted Subsidiary after the RP Reference Date of Indebtedness that shall have been
        converted into or exchanged for Capital Stock of the Company (other than Disqualified Stock) or Capital Stock of any Parent, plus the amount of any cash and the fair value (as determined in good faith by the Company) of any property or assets,
        received by the Company or any Restricted Subsidiary upon such conversion or exchange;

    

    

    (C)          (i) the aggregate amount of cash and the fair value (as determined in good faith by the Company) of any property or assets received from dividends, distributions, interest payments, return of capital,
        repayments of Investments or other transfers of assets to the Company or any Restricted Subsidiary from any Unrestricted Subsidiary, including dividends or other distributions related to dividends or other distributions made pursuant to Section 409(b)(ix), plus (ii) the aggregate amount resulting from the redesignation of any
        Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case as provided in the definition of “Investment”); and

    

    

    (D)          in the case of any disposition or
        repayment of any Investment constituting a Restricted Payment (without duplication of any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments), the aggregate amount of cash
        and the fair value (as determined in good faith by the Company) of any property or assets received by the Company or a Restricted Subsidiary with respect to all such dispositions and repayments.

    

    

    For purposes of applying clause (C)(ii) above to the redesignations referred to therein that have occurred after the RP Reference date and prior to
      the Issue Date each reference to an “Unrestricted

    

    

    
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    Subsidiary” or “Restricted Subsidiary” in such clause (C)(ii) shall be construed (without duplication) as a reference to an “unrestricted subsidiary” or a “restricted
      subsidiary” under the Existing Unsecured Notes Indenture in effect at the time of the redesignation in question.

    

    

    (b)          The provisions of Section 409(a) do not prohibit any of the following (each, a “Permitted Payment”):

    

    

    (i)         (x) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Capital Stock of the Company (“Treasury
            Capital Stock”) or Subordinated Obligations made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares)
        for, or out of the proceeds of the issuance or sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary) (“Refunding





            Capital Stock”) or a capital contribution to the Company, in each case other than Excluded Contributions and Contribution Amounts; provided that the Net
        Cash Proceeds from such issuance, sale or capital contribution shall be excluded in subsequent calculations under Section 409(a)(3)(B) and (y) if immediately prior to such acquisition or retirement of such Treasury Capital Stock, dividends thereon were permitted pursuant to Section 409(b)(xi),
        dividends on such Refunding Capital Stock in an aggregate amount per annum not exceeding the aggregate amount per annum of dividends so permitted on such Treasury Capital Stock;

    

    

    (ii)         any purchase, redemption,
        repurchase, defeasance or other acquisition or retirement of Subordinated Obligations (w) made by exchange for, or out of the proceeds of the Incurrence of, Indebtedness
        of the Company or any of its Restricted Subsidiaries or Refinancing Indebtedness Incurred in compliance with Section 407, (x) from Net Available Cash or an equivalent amount to the extent permitted by Section 411, (y) following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only if the
        Company shall have complied with Section 415 and, if required, purchased all Notes tendered pursuant to the offer to repurchase all the Notes required thereby, prior to
        purchasing or repaying such Subordinated Obligations or (z) constituting Acquired Indebtedness;

    

    

    (iii)          any dividend paid or redemption
        made within 60 days after the date of declaration thereof or of the giving of notice thereof, as applicable, if at such date of declaration or the giving of such notice, such dividend or redemption would have complied with this Section 409;

    

    

    (iv)          Investments or other Restricted
        Payments in an aggregate amount outstanding at any time not to exceed the amount of Excluded Contributions;

    

    

    (v)          loans, advances, dividends or
        distributions by the Company to any Parent to permit any Parent to repurchase or otherwise acquire its Capital Stock (including any options, warrants or other rights in respect thereof), or payments by the Company to repurchase or otherwise acquire
        Capital Stock of any Parent or the Company (including any options, warrants or other rights in respect thereof), in each case from current or former Management Investors (including any repurchase or acquisition by reason of the Company or any
        Parent retaining any Capital Stock, option, warrant or other right in respect of tax withholding obligations, and any related payment in respect of any such obligation), such payments, loans, advances, dividends or distributions not to exceed an
        amount (net of repayments of any such loans or advances) equal to (w) (1) $50.0 million, plus
        (2) $25.0 million multiplied by the number of calendar years that have commenced since the RP Reference Date, plus (x) the Net Cash Proceeds received by the

    

    

    
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    Company since the RP Reference Date from, or as a capital contribution from, the issuance or sale to Management Investors of Capital Stock (including
      any options, warrants or other rights in respect thereof), to the extent such Net Cash Proceeds are not included in any calculation under Section 409(a)(3)(B)(x), plus (y) the cash proceeds of key man life insurance policies received by the Company or any Restricted Subsidiary (or by any Parent and contributed to the Company) since the RP
      Reference Date to the extent such cash proceeds are not included in any calculation under Section 409(a)(3)(A); provided that any cancellation of Indebtedness owing to the Company or any Restricted Subsidiary by any current or former Management Investor in connection with any repurchase or other acquisition of Capital Stock (including
      any options, warrants or other rights in respect thereof) from any Management Investor shall not constitute a Restricted Payment for purposes of this covenant or any other provision of this Indenture;

    

    

    (vi)         the payment by the Company of, or
        loans, advances, dividends or distributions by the Company to any Parent to pay, dividends on the common stock, units or equity of the Company or any Parent at any time following a public offering of such common stock, units or equity in an amount
        not to exceed in any fiscal year of the Company the greater of (x) 6.0% of the aggregate gross proceeds received by the Company (whether directly, or indirectly through a
        contribution to common equity capital) in or from such public offering (including from the IPO and prior to the Issue Date) and (y) 6.0% of Market Capitalization;

    

    

    (vii)        Restricted Payments (including
        loans or advances) in an aggregate amount outstanding at any time not to exceed an amount (net of repayments of any such loans or advances) equal to the greater of $180.0 million and 3.2% of Consolidated Tangible Assets;

    

    

    (viii)       loans, advances, dividends or
        distributions to any Parent or other payments by the Company or any Restricted Subsidiary (A) to satisfy or permit any Parent to satisfy obligations under the Management
        Agreements, (B) pursuant to the Tax Sharing Agreement, or (C) to pay or permit any Parent to
        pay (but without duplication) any Parent Expenses or any Related Taxes;

    

    

    (ix)         payments by the Company, or
        loans, advances, dividends or distributions by the Company to any Parent to make payments, to holders of Capital Stock of the Company or any Parent in lieu of issuance of fractional shares of such Capital Stock;

    

    

    (x)          dividends or other distributions
        of, or Investments paid for or made with, Capital Stock, Indebtedness or other securities of Unrestricted Subsidiaries;

    

    

    (xi)        (A) dividends on any Designated Preferred Stock of the Company issued after the RP Reference Date; provided that at the
        time of such issuance and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would be equal to or greater than 2.00:1.00, (B) loans,
        advances, dividends or distributions to any Parent to permit dividends on any Designated Preferred Stock of any Parent issued on or after the RP Reference Date if the net proceeds of the issuance of such Designated Preferred Stock have been
        contributed to the Company or any of its Restricted Subsidiaries; provided that the aggregate amount of all loans, advances, dividends or distributions paid pursuant to
        this subclause (B) shall not exceed the net proceeds of such issuance of Designated Preferred Stock received by or contributed to the Company or any of its Restricted Subsidiaries or (C) any





        dividend on Refunding Capital Stock that is Preferred Stock; provided that at the time of the declaration of such dividend and after giving effect thereto on a pro forma
        basis, the Consolidated Coverage Ratio would be at least 2.00:1.00;

    

    

    
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    (xii)        Investments in Unrestricted
        Subsidiaries in an aggregate amount outstanding at any time not exceeding an amount equal to the greater of $100.0 million and 1.8% of Consolidated Tangible Assets;

    

    

    (xiii)       distributions or payments of
        Special Purpose Financing Fees;

    

    

    (xiv)       the declaration and payment of
        dividends to holders of any class or series of Disqualified Stock, or of any Preferred Stock of a Restricted Subsidiary, Incurred in accordance with the terms of Section 407;

    

    

    (xv)        Investments or other Restricted
        Payments in an aggregate amount outstanding at any time not to exceed an amount equal to Declined Excess Proceeds; and

    

    

    (xvi)      any Restricted Payment; provided that on a pro forma basis after giving effect to such Restricted Payment the Consolidated Total Leverage Ratio would be equal to or less than 3.25:1.00;

    

    

    provided that (A) in





      the case of clauses (iii), (vi) and (ix) of this Section 409(b), the net amount of any such Permitted Payment shall be included in subsequent calculations of the amount of
      Restricted Payments, (B) in all cases other than pursuant to clause (A) immediately above, the net amount of any such Permitted Payment shall be excluded in subsequent
      calculations of the amount of Restricted Payments, and (C) solely with respect to clauses (vii) and (xvi) of this Section 409(b), no Default or Event of Default shall have occurred and be continuing at the time of any such Permitted Payment after giving effect thereto. The Company, in its sole discretion, may classify any Investment or
      other Restricted Payment as being made in part under one of the clauses or subclauses of this Section 409, (or, in the case of any Investment, the clauses or subclauses of
      Permitted Investments) and in part under one or more other such clauses or subclauses (or, as applicable, clauses or subclauses).

    Notwithstanding any other provision of this Indenture, this Indenture does not restrict any redemption or other payment by the Company or any
      Restricted Subsidiary made as a mandatory principal redemption or other payment in respect of Subordinated Obligations pursuant to an “AHYDO saver” provision of any agreement or instrument in respect of Subordinated Obligations, and the Company’s
      determination in good faith of the amount of any such “AHYDO saver” mandatory principal redemption or other payment shall be conclusive and binding for all purposes under this Indenture.

    Section 410.          Limitation on Restrictions on Distributions from Restricted Subsidiaries.  The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any
        consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, (ii) make any loans or
        advances to the Company or (iii) transfer any of its property or assets to the Company (provided that dividend or liquidation priority between classes of Capital Stock, or
        subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute such an encumbrance or restriction), except any encumbrance or restriction:

    

    

    (1)          pursuant to an agreement or
        instrument in effect at or entered into on the Issue Date, any Credit Facility, the Existing Unsecured Notes, the Existing Unsecured Notes Indenture, this Indenture, the Notes or the Notes Collateral Documents;

    

    

    (2)         pursuant to any agreement or
        instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which Person is acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary, or which agreement or instrument is assumed by the
        Company or any Restricted Subsidiary in connection with an acquisition of assets from such

    

    

    
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    Person, or any other transaction entered into in connection with any such acquisition, merger or consolidation, as in effect at the time
        of such acquisition, merger, consolidation or transaction (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger, consolidation or transaction); provided that for purposes of this clause (2), if a Person other than the Company is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or
        any such Subsidiary shall be deemed acquired or assumed, as the case may be, by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company;

    

    

    (3)          pursuant to an agreement or
        instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred or outstanding pursuant or relating to, or that otherwise extends, renews, refunds,
        refinances or replaces, any agreement or instrument referred to in clause (1) or (2) of this Section 410 or this clause (3) (an “Initial Agreement”) or that is, or is contained in, any amendment, supplement or other modification to an Initial Agreement or Refinancing Agreement (an “Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken
        as a whole are not materially less favorable to the Holders of the Notes than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good
        faith by the Company);

    

    

    (4)          (A) pursuant to any agreement or instrument that restricts in a customary manner the assignment or transfer thereof, or the subletting, assignment or transfer of any property or asset subject thereto,
        (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary
        not otherwise prohibited by this Indenture, (C) contained in mortgages, pledges or other security agreements securing Indebtedness or other obligations of the Company or a
        Restricted Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (D) pursuant to customary provisions restricting dispositions of
        real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary, (E) pursuant to Purchase Money Obligations that impose
        encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits, net worth or inventory imposed by customers or suppliers under
        agreements entered into in the ordinary course of business, (G) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary
        course of business (including but not limited to leases and licenses) or in joint venture and other similar agreements or in shareholder, partnership, limited liability company and other similar agreements in respect of non-wholly owned Restricted
        Subsidiaries, (H) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Company or any Restricted
        Subsidiary in any manner material to the Company or such Restricted Subsidiary, or (I) pursuant to Hedging Obligations or Bank Products Obligations;

    

    

    (5)          with respect to any agreement for
        the direct or indirect disposition of Capital Stock, property or assets of any Person, property or assets, imposing restrictions with respect to such Person, Capital Stock, property or assets pending the closing of such sale or disposition;

    

    

    (6)         by reason of any applicable law,
        rule, regulation or order, or required by any regulatory authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses, including any such law, rule, regulation, order or requirement applicable in connection
        with such Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary; or

    

    

    
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    (7)          pursuant to an agreement or
        instrument (A) relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to Section 407 (i) if the encumbrances and restrictions
        contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Company) or
        (ii) if such encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines in good faith
        that such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) such encumbrance or restriction applies only if a default occurs in respect of a payment or financial
        covenant relating to such Indebtedness, (B) relating to any sale of receivables by or Indebtedness of a Foreign Subsidiary or (C) relating to Indebtedness of or a Financing Disposition by or to or in favor of any Special Purpose Entity.

    

    

    Section 411.          Limitation on Sales of Assets and Subsidiary Stock.  (a)  The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless:

    

    

    (i)         the Company or such Restricted
        Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value of the
        shares and assets subject to such Asset Disposition, as such Fair Market Value (on the date a legally binding commitment for such Asset Disposition was entered into) may be determined (and shall be determined, to the extent such Asset Disposition
        or any series of related Asset Dispositions involves aggregate consideration in excess of $25.0 million) in good faith by the Company, whose determination shall be conclusive (including as to the value of all noncash consideration);

    

    

    (ii)         in the case of any Asset
        Disposition (or series of related Asset Dispositions) having a Fair Market Value (on the date a legally binding commitment for such Asset Disposition was entered into) of $25.0 million or more, at least 75.0% of the consideration therefor
        (excluding, in the case of an Asset Disposition (or series of related Asset Dispositions), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not
        Indebtedness) for such Asset Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative basis) received by the Company or such Restricted Subsidiary is in the form of cash; and

    

    

    (iii)        an amount equal to 100.0% of
        the Net Available Cash from such Asset Disposition is applied by the Company (or any Restricted Subsidiary, as the case may be) as follows:

    

    

    (A)          first, either (x) to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Credit Facility Indebtedness, any Senior Indebtedness of the Company or
        any Subsidiary Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor), to prepay, repay or purchase any such Indebtedness or Obligations in respect thereof or (in the case of letters of credit, bankers’
        acceptances or other similar instruments) cash collateralize any such Indebtedness or Obligations in respect thereof (in each case other than Indebtedness owed to the Company or a Restricted Subsidiary) within 450 days after the later of the date
        of such Asset Disposition and the date of receipt of such Net Available Cash; provided that in addition to the foregoing, the Net Available Cash from an Asset Disposition
        of Collateral may not be applied to prepay or repay or purchase any Indebtedness other than

    

    

    
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    Senior-Priority Obligations, or (y) to the extent the Company or such
      Restricted Subsidiary elects, to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with an amount equal to Net Available Cash received by the Company or another Restricted Subsidiary)
      within 450 days from the later of the date of such Asset Disposition and the date of receipt of such Net Available Cash or, if such investment in Additional Assets is a project authorized by the Board of Directors that will take longer than such
      450 days to complete, the period of time necessary to complete such project;

    

    

    (B)          second, to the extent of the
        balance of such Net Available Cash after application in accordance with clause (A) above (such balance, the “Excess Proceeds”), to make an offer to purchase Notes and (to
        the extent the Company or such Restricted Subsidiary elects, or is required by the terms thereof) to purchase, redeem, prepay or repay any other Senior Indebtedness of the Company or a Restricted Subsidiary (provided that Excess Proceeds from an
        Asset Disposition of Collateral may be applied to purchase, redeem, prepay or repay any Senior Indebtedness that is not a Senior-Priority Obligation only after all Senior-Priority Obligations have been paid in full), pursuant and subject to Section 411(b) and Section 411(c) and the agreements governing such other Indebtedness; and

    

    

    (C)          third, to the extent of the
        balance of such Net Available Cash after application in accordance with clauses (A) and (B) above (the amount of such balance, “Declined Excess Proceeds”), to fund (to the
        extent consistent with any other applicable provision of this Indenture) any general corporate purpose (including but not limited to the repurchase, repayment or other acquisition or retirement of any Subordinated Obligations or the making of other
        Restricted Payments);

    

    

    provided, however, that (1) in connection with any prepayment, repayment or purchase of Indebtedness pursuant
      to clause (A)(x) or (B) above, the Company or such Restricted Subsidiary will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased and (2) the Company (or any Restricted Subsidiary, as the case may be) may elect to invest in Additional Assets prior to receiving the Net Available Cash attributable to any given Asset Disposition (provided that such investment shall be made no earlier than the earliest of notice to the Trustee of the relevant Asset Disposition, execution of a definitive agreement for the
      relevant Asset Disposition, and consummation of the relevant Asset Disposition) and deem the amount so invested to be applied pursuant to and in accordance with clause (A)(y) above with respect to such Asset Disposition.

    

    

    Notwithstanding the foregoing provision in Section 411(a)(iii), to the
      extent that repatriating any or all of the Net Available Cash from any Asset Disposition by a Foreign Subsidiary (a “Foreign Disposition”) (x) would result in material adverse tax consequences to the Company or any of its Subsidiaries or (y) is prohibited or
      delayed by applicable local law from being repatriated to the United States (in the case of the foregoing clauses (x) and (y), as reasonably determined by the Company in good faith which determination shall be conclusive), the portion of such Net
      Available Cash so affected will not be required to be applied in compliance with clause (iii) of the first paragraph of this covenant, and such amounts may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (y), the Company shall take commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law,
      applicable organizational impediments or other impediment to permit such repatriation, and if such repatriation of any of such affected Net Available Cash can be achieved such repatriation will be promptly effected and such repatriated Net Available
      Cash will be applied (whether or not repatriation actually occurs) in compliance with clause (iii) of the first paragraph of this covenant. The time periods set forth in this covenant shall

    

    

    
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    not start until such time as the Net Available Cash may be repatriated whether or not such repatriation actually occurs.

    

    

    Notwithstanding the foregoing provisions of this Section 411, the
      Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash or equivalent amount in accordance with this Section 411 except to the extent
      that the aggregate Net Available Cash from all Asset Dispositions or equivalent amount that is not applied in accordance with this Section 411 exceeds $50.0 million. If the
      aggregate principal amount of Notes and/or other Indebtedness of the Company or a Restricted Subsidiary validly tendered and not withdrawn (or otherwise subject to purchase, redemption or repayment) in connection with an offer pursuant to clause (B)
      above exceeds the Excess Proceeds, the Excess Proceeds will be apportioned between such Notes and such other Indebtedness of the Company or a Restricted Subsidiary (without limiting the proviso set forth in clause (B)), with the portion of the Excess
      Proceeds payable in respect of such Notes to equal the lesser of (x) the Excess Proceeds amount multiplied by a fraction, the numerator of which is the outstanding principal
      amount of such Notes and the denominator of which is the sum of the outstanding principal amount of the Notes and the outstanding principal amount of the relevant other Indebtedness of the Company or a Restricted Subsidiary, and (y) the aggregate principal amount of Notes validly tendered and not withdrawn.

    

    

    For the purposes of Section 411(a)(ii), the following are deemed to be
      cash: (1) Temporary Cash Investments and Cash Equivalents; (2) the assumption of Indebtedness of
      the Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such
      Asset Disposition; (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the
      Company and each other Restricted Subsidiary are released from any Guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition; (4) securities





      received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days; (5) consideration





      consisting of Indebtedness of the Company or any Restricted Subsidiary; (6) Additional Assets; and (7) any





      Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this
      clause, not to exceed an aggregate amount at any time outstanding equal to the greater of $225.0 million and 4.0% of Consolidated Tangible Assets (with the Fair Market Value of each item of Designated Noncash Consideration being measured on the date
      a legally binding commitment for such disposition (or, if later, for the payment of such item) was entered into and without giving effect to subsequent changes in value).

    

    

    (b)          In the event of an Asset Disposition that requires
        the purchase of Notes pursuant to Section 411(a)(iii)(B), the Company will be required to purchase Notes validly tendered and not withdrawn pursuant to an offer by the
        Company for the Notes (the “Offer”) at a purchase price of 100.0% of their principal amount plus accrued and unpaid interest to the date of purchase in accordance with the
        procedures (including prorating among the Notes and other applicable Indebtedness) set forth in Section 411(c). If the aggregate purchase price of the Notes validly
        tendered and not withdrawn pursuant to the Offer is less than the Net Available Cash allotted to the purchase of Notes, the remaining Net Available Cash will be available to the Company and the Restricted Subsidiaries for use in accordance with Section 411(a)(iii)(B) (to repay other Senior Indebtedness of the Company or a Restricted Subsidiary) or Section





            411(a)(iii)(C) and the amount of Excess Proceeds will be reset at zero. The Company shall not be required to make an Offer for Notes pursuant to this Section 411
        if the Net Available Cash available therefor (after application of the proceeds as provided in Section 411(a)(iii)(A)) is less than $50.0 million for any particular Asset
        Disposition (which lesser amounts shall be carried forward for purposes of determining whether an Offer is required with respect to the Net Available Cash

    

    

    
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    from any subsequent Asset Disposition). No Note will be repurchased in part if less than $2,000 in original principal amount of such Note would be left outstanding.

    

    

    (c)          The Company shall, not later than 45 days after the
        Company becomes obligated to make an Offer pursuant to this Section 411, mail or otherwise deliver in accordance with the applicable procedures of DTC a notice to each
        Holder with a copy to the Trustee stating:  (1) that an Asset Disposition that requires the purchase of a portion of the Notes has occurred and that such Holder has the
        right (subject to the prorating described below) to require the Company to purchase a portion of such Holder’s Notes at a purchase price in cash equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive interest on the relevant Interest Payment Date falling prior to or on the
        purchase date); (2) the repurchase date (which shall be no earlier than 10 days nor later than 60 days from the date such notice is mailed or delivered, except that such
        notice may be delivered more than 60 days prior to the purchase date if the purchase is delayed as provided in clause (5) of this Section 411(c)); (3) the instructions determined by the Company, consistent with this Section 411, that a Holder
        must follow in order to have its Notes purchased; (4) the amount of the Offer which amount may be contingent upon the Net Available Cash remaining following the
        application of Net Available Cash pursuant to Section 411(a)(iii)(A) and (5) if such notice
        is mailed or delivered prior to the date the Net Available Cash attributable to such Asset Disposition is received, that such offer is conditioned upon receipt of such Net Available Cash and that the purchase date may, in the Company’s discretion,
        be delayed until such time as the Net Available Cash is received.  If, upon the expiration of the period for which the Offer remains open, the aggregate principal amount of Notes surrendered by Holders exceeds the amount of the Offer, the Company
        shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in
        denominations of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased).

    

    

    (d)          The Company will comply, to the extent applicable,
        with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 411. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 411, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 411
        by virtue thereof.

    

    

    Section 412.          Limitation on Transactions with Affiliates.  (a)  The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related
        transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”)





        involving aggregate consideration in excess of $20.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Company or such
        Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such
        Affiliate Transaction involves aggregate consideration in excess of $50.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in
        the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction.

    

    

    (b)          The provisions of Section 412(a) will not apply to:

    

    

    (i)           any Restricted Payment
        Transaction;

    

    

    
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    (ii)          (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other
        similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Company, any Restricted Subsidiary or any Parent heretofore or hereafter entered into in the ordinary course of
        business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments,
        compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Company or any of its Subsidiaries or any Parent (as determined in good faith by the Company, such Subsidiary or such
        Parent), or (5) any transaction with an officer or director of the Company or any of its Subsidiaries or any Parent in the ordinary course of business not involving more
        than $100,000 in any one case, or (6) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term);

    

    

    (iii)          any transaction between or among
        any of the Company, one or more Restricted Subsidiaries, or one or more Special Purpose Entities,

    

    

    (iv)        any transaction arising out of
        agreements or instruments in existence on the Issue Date (other than the Tax Sharing Agreement referred to in Section 412(b)(vii)), and any payments made pursuant
        thereto;

    

    

    (v)          any transaction in the ordinary
        course of business on terms that are fair to the Company and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Company, or are not materially less favorable to the Company or the
        relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Company;

    

    

    (vi)         any transaction in the ordinary
        course of business, or approved by a majority of the Board of Directors, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity;

    

    

    (vii)        the execution, delivery and
        performance of any obligations under the Tax Sharing Agreement and any Management Agreements;

    

    

    (viii)      the Transactions, all transactions
        in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions;

    

    

    (ix)         any issuance or sale of Capital
        Stock (other than Disqualified Stock) of the Company or Junior Capital or any capital contribution to the Company; and

    

    

    (x)          any investment by any Affiliate of
        the Company in securities or term loans of the Company or any of its Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by any such Affiliate in connection therewith) so long as such securities or term loans are being offered
        generally to investors (other than Affiliates of the Company) on the same or more favorable terms.

    

    

    
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    Section 413.          Limitation on Liens.  The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist any Lien (the “Initial Lien”) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness, other than:

    

    

    (1)          in the case of any Initial Lien on
        any Collateral, such Initial Lien if it is a Permitted Lien; and

    

    

    (2)          in the case of any Initial Lien on
        any asset or property not constituting Collateral, such Initial Lien if (a) the Notes and the Subsidiary Guarantees are equally and ratably secured with (or on a senior basis to, in the case such Initial Lien secures any Subordinated Obligations)
        the Obligations secured by such Initial Lien, or (b) such Initial Lien is a Permitted Lien.

    

    

    Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee pursuant to clause (2) of the immediately preceding paragraph
      will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or transfer (other than a transfer constituting a transfer of all or
      substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such
      Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien.

    

    

    If, at any time after the Issue Date, the Company or any Subsidiary Guarantor creates any Lien upon any asset or property that is not at such time
      Collateral in order to secure any other Non-ABL Secured Debt Obligations (any such Lien, a “New Lien”), it must within 30 days grant a Lien upon such property or assets as
      security for the Notes or the applicable Subsidiary Guarantee, such that such asset or property subject to such New Lien also becomes subject to a Lien securing the Notes or the applicable Subsidiary Guarantee under the Note Documents with a priority
      that is equal to the priority of such New Lien (without regard to the exercise of remedies).

    

    

    Section 414.         Future Subsidiary Guarantors.  The Company will cause each Wholly Owned Domestic Subsidiary that (x) guarantees payment by the Company 
        or any Subsidiary Guarantor of any Indebtedness of the Company  or any such Subsidiary Guarantor under any of the Senior Credit Facilities (or any refinancings or replacements thereof) (and, without duplication, each Wholly Owned Domestic
        Subsidiary that is a borrower  under the Senior ABL Facility) and (y) is not a Subsidiary Guarantor at the time such guarantee is provided (or at the time it becomes such
        a borrower) to execute and deliver to the Trustee within 30 days thereafter (i) a supplemental indenture or other instrument pursuant to which such Wholly Owned Domestic
        Subsidiary will guarantee payment of the Notes, whereupon such Wholly Owned Domestic Subsidiary will become a Subsidiary Guarantor for all purposes under this Indenture and (ii)
        a supplement or joinder to, or, as applicable, an amendment, restatement, supplement or other modification of, the Notes Collateral Documents (and, in the case of this clause (ii), the Company will cause such Subsidiary) to take all actions
        required thereunder to perfect the Liens created thereunder. In addition, the Company may, at its option, elect to cause any Subsidiary that is not a Subsidiary Guarantor to guarantee payment of the Notes and provide Collateral for the same and
        become a Subsidiary Guarantor.

    

    

    Section 415.          Purchase of Notes Upon a Change of Control.  (a)  Upon the occurrence after the Issue Date of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part of
        such Notes at a purchase price in cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the

    

    

    
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    right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the purchase date
      pursuant to Section 307); provided, however, that the Company shall not be obligated to repurchase Notes pursuant to this Section 415 in the event that it has exercised its right to
      redeem all of the Notes as provided in Article X.

    

    

    (b)          In the event that, at the time of such Change of
        Control, the terms of any Credit Facility Indebtedness constituting Designated Senior Indebtedness restrict or prohibit the repurchase of the Notes pursuant to this Section 415,
        then prior to the mailing or other delivery of the notice to Holders provided for in Section 415(c) but in any event not later than 30 days following the date the Company
        obtains actual knowledge of any Change of Control (unless the Company has exercised its right to redeem all the Notes as provided in Article X), the Company shall, or
        shall cause one or more of its Subsidiaries to, (i) repay in full all such Credit Facility Indebtedness subject to such terms or offer to repay in full all such Credit
        Facility Indebtedness and repay the Credit Facility Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under the agreements
        governing such Credit Facility Indebtedness to permit the repurchase of the Notes as provided for in Section 415(c). The Company shall first comply with the provisions of
        the immediately preceding sentence before it shall be required to repurchase such Notes pursuant to the provisions set forth in this Section 415. The Company’s failure to
        comply with the provisions of this Section 415(b) or Section 415(c) shall constitute an
        Event of Default Section 601(iv) and not under Section 601(ii).

    

    

    (c)          Unless the Company has exercised its right to redeem
        all the Notes issued by it as described in Article X, the Company shall, not later than 30 days following the date the Company obtains actual knowledge of any Change of
        Control having occurred, mail or otherwise deliver in accordance with the applicable procedures of DTC a notice (a “Change of Control Offer”) to each Holder with a copy to
        the Trustee stating: (1) that a Change of Control has occurred or may occur and that such Holder has, or upon such occurrence will have, the right to require the Company
        to purchase such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on a record date to receive
        interest due on the relevant Interest Payment Date falling prior to or on the purchase date); (2) the repurchase date (which shall be no earlier than 10 days nor later
        than 60 days from the date such notice is mailed, except that such notice may be delivered more than 60 days prior to the purchase date if the purchase date is delayed as provided in clause (4) of this Section 415(c)); (3) the instructions determined by the Company, consistent with this Section 415, that a Holder must follow in order to have its Notes purchased; and (4) if such notice is mailed or otherwise delivered
        prior to the occurrence of a Change of Control, that such offer is conditioned on the occurrence of such Change of Control and that the purchase date may, in the Company’s discretion, be delayed until such time as the Change of Control has
        occurred. No Note will be repurchased in part if less than $2,000 in original principal amount of such Note would be left outstanding and all Notes tendered must be in increments of $1,000.

    

    

    (d)         The Company will not be required to make a Change of
        Control Offer upon 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 Indenture applicable to a Change of Control Offer made by the
        Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

    

    

    (e)           If Holders of not less than 90% in aggregate
        principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described in Section 415(d), purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right, upon not less than 10 nor
        more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to such Change of Control Offer, to redeem all of the

    

    

    
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    Notes that remain outstanding following such purchase at a price in cash equal to 101.0% of the principal amount thereof plus accrued and unpaid interest to but
      excluding the date of such redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date).

    

    

    (f)          The Company will comply, to the extent applicable,
        with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 415. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 415, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415
        by virtue thereof.

    

    

    (g)         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 that if fully performed would result in a Change of Control is in effect at the time of making of the Change of Control Offer.

    

    

    Section 416.          Suspension of Covenants on Achievement of Investment Grade Rating.  (a)  If on any day following the Issue Date (a) the Notes have
        Investment Grade Ratings from both Rating Agencies, and (b) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the
        foregoing clauses (a) and (b) being collectively referred to as a “Covenant Suspension Event”), then, beginning on that day (the “Suspension Date”) subject to the provisions of the following paragraph, the covenants listed under Section 407, Section 409, Section 410, Section 411,
        Section 412, Section 414, Section





            501(a)(iii) and Section 501(a)(iv) (collectively, the “Suspended Covenants”)
        will be suspended.  During any period that the foregoing covenants have been suspended, the Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries unless such designation would have complied with Section 409 as if Section 409 would have been in effect during such period.

    

    

    (b)          If on any subsequent date one or both of the Rating
        Agencies downgrade the ratings assigned to the Notes below an Investment Grade Rating, the foregoing covenants will be reinstated as of and from the time at which the Company obtains actual knowledge of such rating decline (any such time, a “Reversion Time”).  The period of time between the Suspension Date and the Reversion Time is referred to as the “Suspension





            Period.”  Upon such reinstatement, all Indebtedness Incurred during the Suspension Period will be deemed to have been Incurred under the exception provided by Section 407(b)(iii). 





        With respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments will be calculated as if Section 409 had been in effect prior to,
        but not during, the Suspension Period.  For purposes of Section 411, upon the occurrence of the Reversion Time the amount of Net Available Cash not applied in accordance
        with such covenant will be deemed to be reset to zero.  In addition, for purposes of Section 412, all agreements and arrangements entered into by the Company and any
        Restricted Subsidiary with an Affiliate of the Company during the Suspension Period prior to such Reversion Time will be deemed to have been entered into on or prior to the Issue Date, and for purposes of Section 410, all contracts entered into during the Suspension Period prior to such Reversion Time that contain any of the encumbrances or restrictions subject to such covenant will be deemed to have been existing
        on the Issue Date.  The Subsidiary Guarantees of the Subsidiary Guarantors will be released during the Suspension Period. The Trustee shall not have any duty to monitor any Suspension Period or Reversion Time or to notify Holders of such.

    

    

    (c)          During the Suspension Period, any reference in the
        definitions of “Permitted Liens” and “Unrestricted Subsidiary” to Section 407 or any provision thereof shall be construed as if such covenant were in effect during the
        Suspension Period.

    

    

    
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    Notwithstanding that the Suspended Covenants may be reinstated, no Default or Event of Default will be deemed to have occurred as a result of any
      actions taken by the Company or any Subsidiary (including for the avoidance of doubt any failure to comply with the Suspended Covenants) or other events that occurred during any Suspension Period (or upon termination of the Suspension Period or after
      that time arising out of events that occurred or actions taken during the Suspension Period) and the Company and any Subsidiary will be permitted, without causing a Default or Event of Default or breach of any kind under this Indenture, to honor,
      comply with or otherwise perform any contractual commitments or obligations entered into during a Suspension Period following a Reversion Time and to consummate the transactions contemplated thereby.

    

    

    (d)         The Company shall deliver promptly to the Trustee an
        Officer’s Certificate notifying it of the occurrence of any Suspension Date or any Reversion Time, but failure to so notify the Trustee shall not invalidate the occurrence of any Suspension Date or Reversion Time and shall not constitute a Default
        or Event of Default by the Company.  The Trustee shall have no independent obligation to determine if a Suspension Period or Reversion Time has commenced or terminated or to notify Holders regarding the same.

    

    

    Section 417.          Further Assurances.  The Company and the other Grantors shall, at their sole expense, take all actions as necessary or that the Trustee or the Collateral Agent may reasonably request, in order to effectuate the
        transactions contemplated by this Indenture and in order to grant, preserve, protect and perfect the validity and intended priority of the security interests created or intended to be created by the Notes Collateral Documents. As necessary, or upon
        reasonable request of the Collateral Agent, the Company and the other Grantors shall, at their sole expense, execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing
        Uniform Commercial Code and other financing statements and continuation statements) as required under this Indenture and the Notes Collateral Documents. For the avoidance of doubt, neither the Trustee nor the Collateral Agent shall be responsible
        for giving, executing, delivering, filing, recording, authorizing, or maintaining any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to grant, preserve, protect and perfect the
        validity and intended priority of the security interests created or intended to be created by the Notes Collateral Documents.

    

    

    ARTICLE V

    

    

    SUCCESSORS

    

    

    Section 501.          When the Company May Merge, Etc.  (a)  The Company will not consolidate with or merge with or into, or convey, lease or otherwise transfer all or substantially all its assets to, any Person, unless:

    

    

    (i)          the resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor
        Company (if not the Company) will expressly assume all the obligations of the Company under the Notes, this Indenture and the Notes Collateral Documents by executing and delivering to the Trustee and the Collateral Agent an Officer’s Certificate,
        an Opinion of Counsel and a supplemental indenture or one or more other documents or instruments in form reasonably satisfactory to the Trustee and the Collateral Agent (and the Successor Company (if not the Company) shall cause such amendments,
        supplements and other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Liens on the Collateral owned by or transferred to such Successor Company, together with
        such financing statement or a similar

    

    

    
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    document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions);

    

    

    (ii)          immediately after giving effect to such transaction
        (and treating any Indebtedness that becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such
        transaction), no Default will have occurred and be continuing;

    

    

    (iii)         immediately after giving effect to such
        transaction, either (A) the Company (or, if applicable, the Successor Company with respect thereto) could Incur at least $1.00 of additional Indebtedness pursuant to Section 407(a) or (B) the Consolidated Coverage Ratio of the Company (or, if applicable, the
        Successor Company with respect thereto) would equal or exceed the Consolidated Coverage Ratio of the Company immediately prior to giving effect to such transaction;

    

    

    (iv)         each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (y) any party to any such consolidation or merger) shall have delivered a supplemental indenture or other document or instrument in form reasonably satisfactory to the Trustee and the Collateral
        Agent, as applicable, confirming its Subsidiary Guarantee (other than any Subsidiary Guarantee that will be discharged or terminated in connection with such transaction and the Liens on the Collateral);

    

    

    (v)          the Company will have delivered to the Trustee and
        the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer complies with the provisions described in this Section





            501(a); provided that (x) in giving such opinion such counsel may rely on an
        Officer’s Certificate as to compliance with the foregoing clauses (ii) and (iii) and as to any matters of fact, and (y) no Opinion of Counsel will be required for a
        consolidation, merger or transfer described in Section 501(b); and

    

    

    (vi)        to the extent any assets of the Person which is
        merged or consolidated with or into the Successor Company are assets of the type which would constitute Collateral under the Notes Collateral Documents, the Successor Company will take such action as may be reasonably necessary to cause such
        property and assets to be made subject to the Lien of the Notes Collateral Documents in the manner and to the extent required in this Indenture or any of the Notes Collateral Documents and shall take all reasonably necessary action so that such
        Lien is perfected to the extent required by the Notes Collateral Documents.

    

    

    Any Indebtedness that becomes an obligation of the Company (or, if applicable, the Successor Company with respect thereto) or any Restricted
      Subsidiary (or that is deemed to be Incurred by any Restricted Subsidiary that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with this Section 501,
      and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with Section 407.

    

    

    (b)         Clauses (ii) and (iii) of Section 501(a) will not apply to any transaction in which the Company consolidates or merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organized for the purpose of reincorporating or reorganizing the Company in another jurisdiction or changing its legal structure to a
        corporation, limited liability company or other entity or (y) a Restricted Subsidiary of the Company so long as all assets of the Company and the Restricted Subsidiaries
        immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof. Section 501(a) will not apply to any transaction in which any Restricted Subsidiary consolidates with, merges into or transfers all or part of its assets to the Company.

    

    

    
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    Section 502.          Successor Company Substituted.  Upon any transaction involving the Company in accordance with Section 501 in which the Company is not
        the Successor Company, the Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Note Documents, and thereafter the predecessor Company shall be relieved of all obligations and
        covenants under the Note Documents, except that the predecessor Company the case of a lease of all or substantially all its assets will not be released from the obligation to pay the principal of and interest on the Notes.

    

    

    ARTICLE VI

    

    

    REMEDIES

    

    

    Section 601.          Events of Default.  An “Event of Default” means the occurrence of the following:

    

    

    (i)           a default in any payment of
        interest on any Note when due, continued for a period of 30 days;

    

    

    (ii)         a default in the payment of
        principal of any Note when due, whether at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise;

    

    

    (iii)         the failure by the Company to
        comply with its obligations under Sections 501(a);

    

    

    (iv)         the failure by the Company to
        comply for 30 days after the notice specified in the penultimate paragraph of this Section 601 with any of its obligations under Section 415 (other than a failure to purchase the Notes);

    

    

    (v)          the failure by the Company to
        comply for (x) 180 days after the notice specified in the penultimate paragraph of this Section 601
        with any of its obligations under Section 405 or (y) 60 days after the notice specified in
        the penultimate paragraph of this Section 601 with its other agreements contained in a Note Document;

    

    

    (vi)         the failure by any Subsidiary
        Guarantor to comply for 45 days after the notice specified in the penultimate paragraph of this Section 601 with its obligations under its Subsidiary Guarantee;

    

    

    (vii)       the failure by the Company or any
        Restricted Subsidiary to pay any Indebtedness for borrowed money (other than Indebtedness owed to the Company or any Restricted Subsidiary) within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the
        holders thereof because of a default, if the total amount of such Indebtedness so unpaid or accelerated exceeds $150.0 million or its foreign currency equivalent; provided
        that no Default or Event of Default will be deemed to occur with respect to any such Indebtedness that is paid or otherwise acquired or retired (or for which such failure to pay or acceleration is waived or rescinded) within 20 Business Days after
        such failure to pay or such acceleration;

    

    

    (viii)       the taking of any of the
        following actions by the Company or a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

    

    

    (A)          the commencement of a voluntary
        case;

    

    

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

    

    

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

    

    

    (D)          the making of a general assignment
        for the benefit of its creditors;

    

    

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

    

    

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

    

    

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

    

    

    (C)          orders the winding up or
        liquidation of the Company or any Significant Subsidiary;

    

    

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

    

    

    (x)          the rendering of any judgment or
        decree for the payment of money in an amount (net of any insurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof
        shall be unsuccessful) in excess of $150.0 million or its foreign currency equivalent against the Company or a Significant Subsidiary that is not discharged, or bonded or insured by a third Person, if such judgment or decree remains outstanding for
        a period of 90 days following such judgment or decree and is not discharged, waived or stayed;

    

    

    (xi)         the failure of any Subsidiary
        Guarantee by a Subsidiary Guarantor that is a Significant Subsidiary to be in full force and effect (except as contemplated by the terms thereof or of this Indenture) or the denial or disaffirmation in writing by any Subsidiary Guarantor that is a
        Significant Subsidiary of its obligations under this Indenture or any Subsidiary Guarantee (other than by reason of the termination of this Indenture or such Subsidiary Guarantee or the release of such Subsidiary Guarantee in accordance with such
        Subsidiary Guarantee or this Indenture), if such Default continues for 10 days; or

    

    

    (xii)        (a) any Lien created by the Notes Collateral Documents relating to the Notes and/or the Subsidiary Guarantees shall no longer constitute a valid and perfected Lien on a material portion of the
        Collateral (to the extent perfection is required by this Indenture or the Notes Collateral Documents), except as otherwise permitted by the terms of this Indenture or the relevant Notes Collateral Documents and other than the satisfaction in full
        of all obligations of the Company and the Subsidiary Guarantors under the Notes and this Indenture or the release or amendment of any such Lien in accordance with the terms of this Indenture and the Notes Collateral Documents, (b) except for expiration in accordance with its terms or amendment, modification, waiver, termination or release in accordance with the terms of this Indenture and the Notes
        Collateral Documents, any material Notes Collateral Documents shall for whatever reason be terminated or cease to be in full force and effect or a court of competent jurisdiction declares any material Notes Collateral Document to be invalid or
        unenforceable, or (c) the enforceability of any Notes Collateral Document shall be contested in writing by the Company

    

    

    
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    or any Subsidiary Guarantor, except in each case to the extent that any such invalidity or loss of perfection or termination results from the failure
      of the Collateral Agent to maintain possession of certificates, instruments or other documents actually delivered to it representing securities pledged or other possessory collateral pledged under the applicable Notes Collateral Documents.

    

    

    The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is
      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.

    

    

    The term “Bankruptcy Law” means Title 11, United States Code, or any
      similar Federal, state or foreign law for the relief of debtors.  The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under
      any Bankruptcy Law.

    

    

    However, a Default under Section 601(iv), Section 601(v) or Section 601(vi) will not constitute an Event of Default until the Trustee or the Holders of at least
      30.0% in principal amount of the Outstanding Notes notify the Company in writing of the Default and the Company does not cure such Default within the time specified in such clause after receipt of such notice.  Such notice must specify the Default,
      demand that it be remedied and state that such notice is a “Notice of Default.”  When a Default or an Event of Default is cured, it ceases.

    

    

    The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any
      Event of Default under Section 601(vii) or Section 601(x) and any event that with the giving
      of notice or the lapse of time would become an Event of Default under Section 601(iv), Section 601(v) or





      Section 601(vi), its status and what action the Company is taking or proposes to take with respect thereto.

    

    

    Section 602.          Acceleration of Maturity; Rescission and Annulment.  If an Event of Default (other than an Event of Default specified in Section 601(viii)
        or Section 601(ix) with respect to the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of at least 30.0% in principal
        amount of the Outstanding Notes by written notice to the Company and the Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration,” may declare the principal of and accrued
        but unpaid interest on all the Notes to be due and payable. Upon the effectiveness of such a declaration, such principal and interest will be due and payable immediately.

    

    

    Notwithstanding the foregoing, if an Event of Default specified in Section 601(viii)
      or Section 601(ix) with respect to the Company occurs and is continuing, the principal of and accrued but unpaid interest on all the Outstanding Notes will ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

    

    

    The Holders of a majority in principal amount of the Outstanding Notes by notice to the Company and the Trustee may rescind an acceleration and its
      consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except non‐payment of principal or interest that has become due solely because of such acceleration.  No
      such rescission shall affect any subsequent Default or impair any right consequent thereto.

    

    

    Section 603.          Other Remedies; Collection Suit by Trustee.  If an Event of Default occurs and is continuing, the Trustee may, but is not obligated under this Section 603
        to, pursue any available remedy to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.  If an Event of Default specified in

    

    

    
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    Section 601(i) or 601(ii)
      occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the
      amounts provided for in Section 707.

    

    

    Section 604.          Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee, the Collateral Agent and the
        Holders allowed in any judicial proceedings relative to the Company or any other obligor upon the Notes, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a
        trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making
        of such payments directly to the Holders, to pay to the Trustee and the Collateral Agent any amount due to each of them for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other
        amounts due the Trustee and the Collateral Agent under Section 707.

    

    

    No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan
      of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

    

    

    Section 605.        Trustee May Enforce Claims Without Possession of Notes.  All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes
        or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of
        the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.

    

    

    Section 606.         Application of Money Collected.  Subject to the terms of the Intercreditor Agreements, any money or property collected by the Trustee or the Collateral Agent pursuant to this Article VI shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money or property on account of principal (or premium, if any)
        or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

    

    

    First:  to the payment of all amounts due
      the Trustee and the Collateral Agent under Section 707;

    

    

    Second:  to the payment in full of the
      Obligations in respect of the Notes (including the Subsidiary Guarantees) (the amounts so applied to be distributed among the holders of such Obligations pro rata in accordance with the amounts of the obligations owed to them on the date of such
      distribution); and

    

    

    Third:  to the Company or such other
      Grantor, as applicable, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

    

    

    Section 607.          Limitation on Suits.  Subject to Section 608, no Holder may pursue any remedy with respect to this Indenture or the Notes (subject to
        the Intercreditor Agreements) unless:

    

    

    
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    (i)           such Holder has previously given
        the Trustee written notice that an Event of Default is continuing;

    

    

    (ii)          Holders of at least 30.0% in
        principal amount of the Outstanding Notes have requested the Trustee in writing to pursue the remedy;

    

    

    (iii)        such Holder or Holders have
        offered to the Trustee or the Collateral Agent security or indemnity satisfactory to the Trustee or the Collateral Agent, as applicable, against any loss, liability or expense;

    

    

    (iv)          the Trustee has not complied with
        the request within 60 days after receipt of the request and the offer of security or indemnity; and

    

    

    (v)          Holders of a majority in principal
        amount of the Outstanding Notes have not given the Trustee a written direction inconsistent with the request within such 60-day period.

    

    

    A Holder may not use this Indenture to affect, disturb or prejudice the rights of another Holder, to obtain a preference or priority over another
      Holder or to enforce any right under this Indenture except in the manner herein provided and for the equal and ratable benefit of all Holders.

    

    

    Section 608.          [Reserved].

    

    

    Section 609.          Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture or any Note 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 the Company, any other obligor upon the Notes, the Trustee and the Holders shall, subject to any determination in such
        proceeding, 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 had been instituted.

    

    

    Section 610.          Rights and Remedies Cumulative.  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 611.          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 VI 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 612.          Control by Holders.  The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes shall have the right to 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; provided that

    

    

    (1)          such direction shall not be in
        conflict with any rule of law or with this Indenture, and

    

    

    
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    (2)          the Trustee may take any other
        action deemed proper by the Trustee which is not inconsistent with such direction.

    

    

    However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 701, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would subject the Trustee or Collateral Agent, as applicable, to personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is
      not inconsistent with such direction.  Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such
      action.

    

    

    Section 613.           Waiver of Past Defaults.  The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes may on behalf of the Holders of all the Notes waive any past Default hereunder and its
        consequences, except a Default

    

    

    (1)          in the payment of principal of or
        interest on any Note (which may only be waived with the consent of each Holder of Notes), or

    

    

    (2)          in respect of a covenant or
        provision hereof that pursuant to the second paragraph of Section 902 cannot be modified or amended without the consent of the Holder of each Outstanding Note.

    

    

    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 Event of Default or impair any right consequent thereon.  In case of any such waiver, the Company, any other obligor upon the Notes, the Trustee and the
      Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively.

    

    

    Section 614.          Undertaking for Costs.  All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any
        suit for the enforcement of any right or remedy under this Indenture or the Notes, or in any suit against the Trustee or the Collateral Agent, as applicable, for any action taken, suffered or omitted by it as Trustee or the Collateral Agent, as
        applicable, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such
        suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant.  This Section 614 shall not apply to any suit instituted by
        the Trustee or the Collateral Agent, as applicable, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10.0% in principal amount of the Outstanding Notes, or to any suit instituted by any Holder for the
        enforcement of the payment of principal of (or premium, if any) or interest on any Note on or after the respective Stated Maturity or Interest Payment Dates expressed in such Note.

    

    

    Section 615.           Waiver of Stay, Extension or Usury Laws.  The Company agrees (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit
        or advantage of, any stay or extension law or any usury or other similar law wherever enacted, now or at any time hereafter in force, that would prohibit or forgive the Company from paying all or any portion of the principal of (or premium, if any)
        or interest on the Notes contemplated herein or in the Notes or that may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any
        such law, and shall not hinder, delay or impede the execution of any power herein

    

    

    
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    granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

    

    

    ARTICLE VII

    

    

    THE TRUSTEE

    

    

    Section 701.          Certain Duties and Responsibilities.  (a)  Except during the continuance of an Event of Default,

    

    

    (1)         the Trustee undertakes to perform
        such duties and only such duties as are specifically set forth in the Note Documents, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

    

    

    (2)          in the absence of negligence or
        willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
        this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
        conform to the requirements of this Indenture, but need not verify the contents thereof.

    

    

    (b)         In case 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 their exercise as a prudent person would exercise or use under the circumstances in the conduct of
        such person’s own affairs.

    

    

    (c)         No provision of this Indenture shall be construed to
        relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not
        limit the effect of Section 701(a); (ii) the Trustee shall not be liable for any error of
        judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be
        liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 612.

    

    

    (d)         No provision of this Indenture shall require the
        Trustee or the Collateral Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if repayment of such funds or adequate
        indemnity against such risk or liability is not reasonably assured to it.

    

    

    (e)          Whether or not therein expressly so provided, every
        provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701
        and Section 703.

    

    

    Section 702.          Notice of Defaults.  If a Default occurs and is continuing and is known to the Trustee, the Trustee must mail within 90 days after it occurs, to all Holders as their names and addresses appear in the Note
        Register, notice of such Default hereunder known to the Trustee unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in the payment of principal of, or premium, if any, or interest on, any Note, the Trustee may withhold notice if it in good faith determines that the withholding of
        such notice is in the interests of the Holders.  The Trustee will not be deemed to have knowledge of any Defaults or Events of Default unless written notice of a Default or Event of Default has been delivered to and actually received by a Trust
        Officer of the Trustee

    

    

    
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    at its office specified in this Indenture and such notice references the Notes and this Indenture and states that it is a “Notice of Default.”

    

    

    Section 703.          Certain Rights of Trustee.  Subject to the provisions of Section 701:

    

    

    (1)          the Trustee may rely and shall be
        protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, other evidence of indebtedness or other paper or document believed by it
        to be genuine and to have been signed or presented by the proper party or parties;

    

    

    (2)         any request or direction of the
        Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order thereof, and any resolution of any Person’s board of directors shall be sufficiently evidenced if certified by an Officer of such Person as having been
        duly adopted and being in full force and effect on the date of such certificate;

    

    

    (3)          whenever in the administration of
        this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may request and, in the
        absence of bad faith on its part, rely upon an Officer’s Certificate of the Company;

    

    

    (4)          the Trustee shall be entitled to
        request and receive written instructions from the Company and shall have no responsibility or liability for any losses or damages of any nature that may arise from any action taken or not taken by the Trustee in accordance with the written
        direction of the Company;

    

    

    (5)          the Trustee may consult with
        counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

    

    

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

    

    

    (7)          the Trustee shall not be
        responsible for nor have any duty to monitor the performance or any action of the Company or any other party to this Indenture, or any of their directors, members, officers, agents, affiliates or employee, nor shall it have any liability in
        connection with the malfeasance or nonfeasance by such party;

    

    

    (8)          the Trustee shall not be bound to
        make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, other evidence of indebtedness or other paper or document;

    

    

    (9)         the Trustee may execute any of the
        trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care
        by it hereunder;

    

    

    (10)         to the extent permitted by
        applicable law, the Trustee shall not be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage of any kind

    

    

    
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    whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage; and

    

    

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

    

    

    For purposes of this Section 703, “Trustee” shall include the Collateral Agent.

    

    

    Section 704.         Not Responsible for Recitals or Issuance of Notes.  The recitals contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and
        neither the Trustee, the Collateral Agent nor any Authenticating Agent assumes any responsibility for their correctness.  The Trustee and the Collateral Agent make no representations as to the validity or sufficiency of this Indenture or of the
        Notes, except that each of the Trustee and the Collateral Agent represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder.  Neither the Trustee, the Collateral Agent
        nor any Authenticating Agent shall be accountable for the use or application by the Company of Notes or the proceeds thereof.

    

    

    Section 705.          May Hold Notes.  The Trustee, any Authenticating Agent, any Paying Agent, any Note Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Notes
        and, subject to Section 708 and Section 713, may otherwise deal with the Company or its
        Affiliates with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Note Registrar or such other agent.

    

    

    Section 706.          Money Held in Trust.  Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.  The Trustee shall be under no liability for interest on any money
        received by it hereunder except as otherwise agreed in writing with the Company.

    

    

    Section 707.          Compensation and Reimbursement.  The Company agrees,

    

    

    (1)          to pay to the Trustee from time to
        time the reasonable compensation agreed to by the Company in writing for all services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express
        trust);

    

    

    (2)        except as otherwise expressly
        provided herein, to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses incurred by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and
        disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and

    

    

    (3)          to indemnify the Trustee for, and
        to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on the Trustee’s part, arising out of or in connection with the administration of the trust or trusts hereunder, including, without
        limitation, reasonable attorneys’ fees and expenses, the costs of enforcement of this Indenture or any provision thereof and the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of
        any of its powers or duties hereunder.

    

    

    
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    The Company need not pay for any settlement made without its consent (which consent shall not be unreasonably withheld).  The provisions of this Section 707 shall survive the termination of this Indenture or the resignation and removal of the Trustee.

    

    

    The Trustee shall have a claim prior to the Notes for payment of all amounts due the Trustee under this Section 707 on all money or property held or collected by the Trustee, other than money or property held in trust to pay the principal of and interest on any Notes.

    

    

    For purposes of this Section 707, “Trustee” shall include the Collateral
      Agent.

    

    

    Section 708.        Conflicting Interests.  If the Trustee has or shall acquire a conflicting interest within the meaning of the TIA, the Trustee shall eliminate such interest, apply to the SEC for permission to continue as Trustee
        with such conflict or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and this Indenture.  The Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this
        Indenture with respect to Initial Notes and Additional Notes, or a trustee under any other indenture between the Company and the Trustee.

    

    

    Section 709.          Corporate Trustee Required; Eligibility.  There shall at all times be one (and only one) Trustee hereunder.  The Trustee shall be a Person that is eligible pursuant to the TIA to act as such and has a combined
        capital and surplus of at least $50.0 million.  If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 709 and to the extent permitted by the TIA, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its
        most recent report of condition so published.  If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 709, it shall
        resign immediately in the manner and with the effect hereinafter specified in this Article.

    

    

    Section 710.          Resignation and Removal; Appointment of Successor.  No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of
        appointment by the successor Trustee in accordance with the applicable requirements of Section 711.

    

    

    The Trustee may resign at any time by giving written notice thereof to the Company.  If the instrument of acceptance by a successor Trustee required
      by Section 711 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of
      competent jurisdiction for the appointment of a successor Trustee.

    

    

    The Trustee may be removed at any time by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Trustee and
      to the Company.

    

    

    If at any time:

    

    

    (1)          the Trustee shall fail to comply
        with Section 708 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at least six months, or

    

    

    (2)          the Trustee shall cease to be
        eligible under Section 709 and shall fail to resign after written request therefor by the Company or by any such Holder, or

    

    

    (3)          the Trustee shall become incapable
        of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer

    

    

    
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    shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

    

    

    then, in any such case, (A) the Company may remove the Trustee, or (B) subject to Section 614, any Holder who has been a bona fide Holder of a Note for at least six months may, on
      behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

    

    

    If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company
      shall promptly appoint a successor Trustee and shall comply with the applicable requirements of Section 711.  If, within one year after such resignation, removal or
      incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so
      appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 711, become the successor Trustee and to that
      extent supersede the successor Trustee appointed by the Company.  If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 711, then, subject to Section 614, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of
      itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

    

    

    The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the
      manner provided in Section 110.  Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

    

    

    Notwithstanding the replacement of the Trustee pursuant to this Section 710,
      the Company’s obligations under Section 707 shall continue for the benefit of the retiring Trustee.

    

    

    Section 711.          Acceptance of Appointment by Successor.  In case of the appointment hereunder of a successor Trustee, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the
        retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all
        the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor
        Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

    

    

    Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming
      to such successor Trustee all such rights, powers and trusts referred to above.

    

    

    No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under
      this Article VII.

    

    

    Section 712.         Merger, Conversion, Consolidation or Succession to Business.  Any corporation into which the Trustee or the Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation
        resulting from any merger, conversion or consolidation to which the Trustee or the Collateral Agent shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of
        the Trustee or Collateral Agent, as applicable, hereunder; provided such corporation shall be otherwise qualified and eligible under this

    

    

    
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    Article VII, without the execution or filing of any paper or any further act on the part of
      any of the parties hereto.  In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and
      deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.

    

    

    Section 713.         Preferential Collection of Claims Against the Company.  If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), the Trustee shall be subject to the provisions
        of the TIA regarding the collection of claims against the Company (or any such other obligor) or realizing on certain property received by it in respect of such claims.

    

    

    Section 714.          Appointment of Authenticating Agent.  The Trustee may appoint an Authenticating Agent acceptable to the Company to authenticate such Notes.  Any such appointment shall be evidenced by an instrument in writing
        signed by a Trust Officer, a copy of which instrument shall be promptly furnished to the Company.  Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so.  Each reference in
        this Indenture to authentication (or execution of a certificate of authentication) by the Trustee includes authentication (or execution of a certificate of authentication) by such Authenticating Agent.  An Authenticating Agent has the same rights
        as any Note Registrar, Paying Agent or agent for service of notices and demands.

    

    

    ARTICLE VIII

    

    

    HOLDERS’ LISTS AND REPORTS BY

    TRUSTEE AND THE COMPANY

    

    

    Section 801.          The Company to Furnish Trustee Names and Addresses of Holders.  The Company will furnish or cause to be furnished to the Trustee

    

    

    (1)          semi-annually, not more than 10
        days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date, and

    

    

    (2)          at such other times as the Trustee
        may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

    

    

    provided, however,
      that if and to the extent and so long as the Trustee shall be the Note Registrar, no such list need be furnished pursuant to this Section 801.

    

    

    Section 802.         Preservation of Information; Communications to Holders.  The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list, if
        any, furnished to the Trustee as provided in Section 801 and the names and addresses of Holders received by the Trustee in its capacity as Note Registrar; provided, however, that if and so long as the Trustee shall be the Note Registrar, the Note
        Register shall satisfy the requirements relating to such list.  None of the Company, any Subsidiary Guarantor or the Trustee or any other Person shall be under any responsibility with regard to the accuracy of such list.  The Trustee may destroy
        any list furnished to it as provided in Section 801 upon receipt of a new list so furnished.

    

    

    The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Notes, and the corresponding
      rights and privileges of the Trustee, shall be as provided by the TIA.

    

    

    
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    Every Holder of Notes, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company, nor the Trustee, nor any
      agent of any of them, shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the TIA.

    

    

    Section 803.          Reports by Trustee.  Within 60 days after each June 1, beginning with June 1, 2021, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be
        required pursuant to the TIA at the times and in the manner provided pursuant thereto for so long as any Notes remain outstanding.  A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee or any
        applicable listing agent with each stock exchange upon which any Notes are listed, with the SEC and with the Company.  The Company shall notify the Trustee in writing when any Notes are listed on any stock exchange, but any failure to so notify the
        Trustee shall not constitute a Default or Event of Default by Company.

    

    

    ARTICLE IX

    

    

    AMENDMENT, SUPPLEMENT OR WAIVER

    

    

    Section 901.           Without Consent of Holders.  Without the consent of any Holder, the Company, the Trustee, the Collateral Agent (in respect of matters set forth in clauses (1), (2), (5), (6), (7), (8), (9), (11), (12), (15) or
        (16) below) and (as applicable) any Subsidiary Guarantor may amend or supplement the Note Documents for any of the following purposes:

    

    

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

    

    

    (2)          to provide for the assumption by a
        successor of the obligations of the Company or a Subsidiary Guarantor under any Note Document;

    

    

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

    

    

    (4)          to add Guarantees with respect to
        the Notes;

    

    

    (5)         to mortgage, pledge, hypothecate
        or grant any other Lien in favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders, as additional security for the payment and performance of all or any portion of the Obligations in respect of the Notes and the
        Subsidiary Guarantees, 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 Collateral Agent pursuant to this
        Indenture, any of the Intercreditor Agreements, the Notes Collateral Documents or otherwise;

    

    

    (6)          to provide for the release of
        Collateral from the Lien pursuant to the Note Documents when permitted or required by the Note Documents;

    

    

    (7)          to evidence a successor Trustee or
        Collateral Agent;

    

    

    (8)          to confirm and evidence the
        release, termination or discharge of any Subsidiary Guarantee when such release, termination or discharge is provided for under this Indenture or the Notes;

    

    

    (9)          to add to the covenants of the
        Company for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor;

    

    

    
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    (10)          to provide for or confirm the
        issuance of Additional Notes in compliance with this Indenture;

    

    

    (11)          to conform the text of the Note
        Documents to any provision of the “Description of Notes” section of the Offering Memorandum;

    

    

    (12)          to make any change that does not
        materially adversely affect the rights of any Holder;

    

    

    (13)          to comply with any requirement of
        the SEC in connection with any qualification of this Indenture under the TIA or otherwise;

    

    

    (14)          [reserved];

    

    

    (15)          to provide for the addition or
        succession of any parties to the Notes Collateral Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of additional Senior-Priority Obligations permitted by this Indenture; or

    

    

    (16)          to enter into any junior lien
        intercreditor agreement on market terms (as determined by the Company in an officer’s certificate delivered to the Trustee and the Collateral Agent) to subordinate Liens on the Collateral securing permitted Indebtedness to the Liens securing the
        Obligations in respect of the Notes (including the Subsidiary Guarantees).

    

    

    Section 902.          With Consent of Holders.  Subject to Section 608 and except as otherwise expressly provided below in this Section 902, the Company, the Trustee, the Collateral Agent and (as applicable) any Subsidiary Guarantor may amend or supplement the Note Documents with the written consent of the Holders of
        not less than a majority in aggregate principal amount of the Outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes) and the Holders of not less than a majority in aggregate principal amount of
        the Outstanding Notes by written notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for Notes) may waive any existing Default or Event of Default or compliance by the Company or any Subsidiary
        Guarantor with any provision of this Indenture, the Notes or any Subsidiary Guarantee.

    

    

    Notwithstanding the provisions of this Section 902 to the contrary,
      without the consent of Holders of at least 90% of the principal amount of the Outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes), an amendment, supplement or waiver, including a waiver
      pursuant to Section 613, may not:

    

    

    (i)           reduce the principal amount of
        the Notes whose Holders must consent to an amendment, supplement or waiver;

    

    

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

    

    

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

    

    

    (iv)         reduce the premium payable upon
        the redemption of any Note or change the date on which any Note may be redeemed as described in Section 1009;

    

    

    (v)          make any Note payable in money
        other than that stated in such Note;

    

    

    
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    (vi)        amend or waive the legal right of
        any Holder to receive payment of principal of and interest on such Holder’s Note on or after the Stated Maturity for the principal or Interest Payment Date for the interest expressed in such Note, or to institute suit for the enforcement of any
        such payment on or after the Stated Maturity or Interest Payment Date;

    

    

    (vii)         make any change in the amendment
        or waiver provisions described in this paragraph; or

    

    

    (viii)       make any change in the provisions
        of the Intercreditor Agreements, the Notes Collateral Documents or this Indenture dealing with the application of proceeds of Collateral that would adversely affect the rights of a Holder or make any other change or modification to the ranking of
        the Notes that would adversely affect the rights of a Holder.

    

    

    Any amendment, supplement or waiver referred to in any of the preceding clauses (i) through (viii) that are consented to by Holders of at least 90% of
      the principal amount of the Outstanding Notes will be binding on any non-consenting Holder of the Notes.

    

    

    Notwithstanding the provisions of this Section 902 to the contrary,
      without the consent of the Holders of at least two-thirds in aggregate principal amount of the Outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes), no amendment or waiver (other than an
      amendment or waiver pursuant to clause (6) of Section 901) may (i) release all or substantially all of the Collateral from the Liens of the Notes Collateral Documents with
      respect to the Notes or (ii) make any other change or modification to the Lien priority on Collateral that would adversely affect the rights of a Holder.

    

    

    It shall not be necessary for the consent of the Holders under this Section 902
      to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

    

    

    Section 903.          Execution of Amendments, Supplements or Waivers.  After an amendment, supplement or waiver under this Section 902 becomes effective,
        the Company shall mail to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or
        affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver.  The Trustee and the Collateral Agent, if applicable, shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, as the case
        may be.  If it does, the Trustee or the Collateral Agent  may, but need not, sign it.  In signing or refusing to sign such amendment, supplement or waiver, the Trustee and the Collateral Agent, if applicable, shall be entitled to receive, and shall
        be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver is authorized or permitted or complies with this Indenture, that all conditions
        precedent to such amendment, supplement or waiver required by this Indenture have been complied with and that such amendment, supplement or waiver is a valid and binding agreement of the Company, enforceable against the Company in accordance with
        its terms.  For the avoidance of doubt, no Officer’s Certificate or Opinion of Counsel shall be required on the Issue Date for the execution of this Indenture, or a Guarantor Supplemental Indenture.

    

    

    Section 904.         Revocation and Effect of Consents.  Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of that Note or any
        Note that evidences all or any part of the same debt as the

    

    

    
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    consenting Holder’s Note, even if notation of the consent is not made on any Note.  Subject to the following paragraph of this Section 904, any such Holder or subsequent Holder may revoke the consent as to such Holder’s Note by written notice to the Trustee or the Company, received by the Trustee or the Company, as the case
      may be, before the date on which the Trustee receives an Officer’s Certificate from the Company certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore revoked such consent) to the amendment,
      supplement or waiver.  The Company 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 as set forth in Section 108.

    

    

    After an amendment, supplement or waiver becomes effective, it shall bind every Holder of Notes.

    

    

    Section 905.          Deemed Consent.  Each Holder, by its acceptance of the Notes, will be deemed to have consented and agreed to the terms of each Notes Collateral Document, as originally in effect and as amended, restated,
        supplemented, otherwise modified or replaced from time to time in accordance with its terms or the terms of this Indenture; and authorizes and empowers the Trustee, the Collateral Agent and, pursuant to and in accordance with the Intercreditor
        Agreements, any other applicable agent or other Representative of Senior-Priority Obligations to bind the Holders of Notes as set forth in the applicable Notes Collateral Documents to perform its obligations and exercise its rights and powers
        thereunder. This paragraph will not, however, limit the right of the Company to amend, waive or otherwise modify the Notes Collateral Documents in accordance with their terms.

    

    

    Section 906.          Notation on or Exchange of Notes.  If an amendment, supplement or waiver changes the terms of a Note, the Trustee shall (if required by the Company and in accordance with the specific direction of the Company)
        request the Holder of the Note to deliver it to the Trustee.  The Trustee shall (if required by the Company and in accordance with the specific direction of the Company) place an appropriate notation on the Note about the changed terms and return
        it to the Holder.  Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms.  Failure to make the appropriate notation
        or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

    

    

    ARTICLE X

    

    

    REDEMPTION OF NOTES

    

    

    Section 1001.          Applicability of Article.  The Notes are redeemable at the option of the Company, in whole or in part, before their Stated Maturity in accordance with this Article X.

    

    

    Section 1002.          [Reserved].

    

    

    Section 1003.         Election to Redeem; Notice to Trustee.  In case of any redemption of less than all of the Notes, the Company shall, at least two Business Days (but not more than 60 days (except that such notice may be delivered
        more than 60 days prior to the Redemption Date if the Redemption Date is delayed as provided in Section 1009)), prior to the date on which notice is required to be
        delivered to Holders pursuant to Section 1005, notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed, but failure to so notify
        the Trustee shall not invalidate any notice given in accordance with Section 1005 and shall not constitute a Default or Event of Default by the Company.

    

    

    Section 1004.         Selection by Trustee of Notes to Be Redeemed.  In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee on a pro rata basis, by lot

    

    

    
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    or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, and in the case of global notes, in accordance with the procedures
      of DTC, in integral multiples of $1,000, although no Note of $2,000 in original principal amount or less will be redeemed in part.

    

    

    The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial
      redemption, the principal amount thereof to be redeemed.  On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.

    

    

    For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the
      case of the Notes redeemed or to be redeemed only in part, to the portion of the principal amount of the Notes that has been or is to be redeemed.

    

    

    Section 1005.         Notice of Redemption.  Subject to the final paragraph of Section 110, notice of redemption or purchase as provided in Section 1001 shall be given electronically or, at the Company’s option, by first-class mail, postage prepaid, mailed not less than 10 nor more than 60 days prior to the
        Redemption Date (except that such notice may be delivered more than 60 days prior to the Redemption Date if such notice is issued in connection with the defeasance of Notes pursuant to Section





            1201 or a satisfaction and discharge of this Indenture and the Notes pursuant to Section 1101, or if the Redemption Date is delayed as provided in Section 1009), to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Note Register.

    

    

    Any such notice shall state:

    

    

    (1)          the expected Redemption Date,

    

    

    (2)          the redemption price (or the
        formula by which the redemption price will be determined),

    

    

    (3)          if less than all Outstanding Notes
        are to be redeemed, the identification (and, in the case of partial redemption, the portion of the respective principal amounts) of the Notes to be redeemed,

    

    

    (4)          that, on the Redemption Date, the
        redemption price will become due and payable upon each such Note, and that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest
        thereon shall cease to accrue from and after said date, and

    

    

    (5)          the place where such Notes are to
        be surrendered for payment of the redemption price.

    

    

    In addition, if such redemption, purchase or notice is subject to satisfaction (or, waiver by the Company in its sole discretion) of one or more conditions precedent, as
      permitted by Section 1009, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the Redemption Date may be
      delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions
      shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in its sole discretion) by the Redemption Date, or by the Redemption Date as so delayed.

    

    

    
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    The Company may provide in such notice that payment of the redemption price and the performance of the Company’s obligations with respect to such
      redemption may be performed by another Person.

    

    

    Notice of any redemption or purchase of Notes hereunder (or the selection of Notes in connection with a partial redemption) to be so redeemed or
      purchased at the election of the Company shall be given by the Company or, at the Company’s request (made to the Trustee at least 15 days (or such shorter period as shall be reasonably satisfactory to the Trustee) prior to the Redemption Date), by
      the Trustee in the name and at the expense of the Company.  Any such request will set forth the information to be stated in such notice, as provided by this Section 1005.

    

    

    The notice if delivered in the 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 as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.

    

    

    Section 1006.        Deposit of Redemption Price.  On or prior to 12:00 p.m., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own
        Paying Agent, the Company shall segregate and hold in trust as provided in Section 403) an amount of money sufficient to pay the redemption price of, and any accrued and
        unpaid interest on, all the Notes or portions thereof which are to be redeemed on that date.

    

    

    Section 1007.         Notes Payable on Redemption Date.  Notice of redemption having been given as provided in this Article X, the Notes so to be redeemed
        shall (subject to the satisfaction or waiver by the Company of any applicable conditions precedent), on the Redemption Date, become due and payable at the redemption price herein specified and from and after such date (unless the Company shall
        default in the payment of the redemption price or the Paying Agent is prohibited from paying the redemption price pursuant to the terms of this Indenture) such Notes shall cease to bear interest.  Upon surrender of such Notes for redemption in
        accordance with such notice, such Notes shall be paid by the Company at the redemption price.  Installments of interest whose Interest Payment Date is on or prior to the Redemption Date shall be payable to the Holders of such Notes registered as
        such on the relevant Regular Record Dates according to their terms and the provisions of Section 307.

    

    

    On and after any Redemption Date, if money sufficient to pay the redemption price of and any accrued and unpaid interest on Notes called for
      redemption shall have been made available in accordance with Section 1006, the Notes (or the portions thereof) called for redemption will cease to accrue interest and the
      only right of the Holders of such Notes (or portions thereof) will be to receive payment of the redemption price of and, subject to the last sentence of the preceding paragraph, any accrued and unpaid interest on such Notes (or portions thereof) to
      the Redemption Date.  If any Note (or portion thereof) called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne
      by the Note (or portion thereof).

    

    

    Section 1008.         Notes Redeemed in Part.  Any Note that is to be redeemed only in part shall be surrendered at the Place of Payment (with due endorsement by, or a written instrument of transfer in form satisfactory to the Company
        duly executed by, the Holder thereof or its attorney duly authorized in writing) and the Company shall execute and (upon receipt of an Authentication Order) the Trustee shall authenticate and deliver to the Holder of such Note without service
        charge, a new Note or Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered (or if the Note is a global note,
        an adjustment shall be made to the schedule attached thereto).

    

    

    
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    Section 1009.          Optional Redemption.

    

    

    The Notes will be redeemable, at the Company’s option, in whole or in part, at any time and from time to time on and after April 15, 2022, at the
      applicable redemption price set forth below.  The Notes will be so redeemable at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant Redemption Date (subject to
      the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date), if redeemed during the 12-month period commencing on April 15 of the years
      set forth below:

    

    

    	
            
              Redemption Period Price

            

          	 	 
	
            2022          

          	 	
            103.125%

          
	
            2023          

          	 	
            101.563%

          
	
            2024 and thereafter          

          	 	
            100.000%

          


    

    

    In addition, at any time and from time to time prior to April 15, 2022, the Company at its option may redeem Notes in an aggregate principal amount
      equal to up to 40.0% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes), with funds in an aggregate amount (the “Redemption





          Amount”) not exceeding the aggregate proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount thereof) of 106.250%, plus accrued and unpaid interest, if any, to the Redemption Date
      (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date); provided,
      however, that if Notes are redeemed pursuant to this paragraph, an aggregate principal amount of  Notes equal to at least 50.0% of the original aggregate principal amount of
      Notes (including the principal amount of any Additional  Notes) must remain outstanding immediately after each such redemption of Notes.  Any amount payable in any such redemption may be funded from any source.  Any notice of any such redemption may
      be given prior to the completion of the related Equity Offering, but in no event may be given more than 180 days after the completion of the related Equity Offering.

    

    

    At any time and from time to time prior to April 15, 2022, Notes may also be redeemed in whole or in part, at the Company’s option, at a price (the “Redemption Price”) equal to 100.0% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, the Redemption Date (subject
      to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date).

    

    

    Notwithstanding the foregoing, in connection with any tender offer for any Notes, if Holders of not less than 90% in the aggregate principal amount of
      the Outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any other Person making such tender offer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will
      have the right, upon notice given not more than 30 days following such purchase pursuant to such tender offer, to redeem all of the Notes that remain outstanding following such purchase at a price in cash equal to the price offered to each Holder in
      such tender offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interest to but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the
      relevant Interest Payment Date falling prior to or on the Redemption Date).

    

    

    Any redemption of Notes may be made upon notice sent electronically or, at the Company’s option, mailed by first-class mail to each Holder’s
      registered address in accordance with Section 1005, and, if applicable, the Company should notify the Trustee of such Redemption Date, and the principal amount of Notes to
      be redeemed in accordance with Section 1003.  The Company may

    

    

    
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    provide in any redemption notice that payment of the redemption price and the performance of the Company’s obligations with respect to such redemption may be performed
      by another Person.

    

    

    Any redemption of Notes (including in connection with an Equity Offering) or notice thereof may, at the Company’s discretion, be subject to the
      satisfaction (or, waiver by the Company in its sole discretion) of one or more conditions precedent, which may include consummation of any related Equity Offering or the occurrence of a Change of Control.  If such redemption or notice is subject to
      satisfaction of one or more conditions precedent, such notice may state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole
      discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in its sole
      discretion) by the Redemption Date, or by the Redemption Date so delayed.

    

    

    ARTICLE XI

    

    

    SATISFACTION AND DISCHARGE

    

    

    Section 1101.          Satisfaction and Discharge of Indenture.  The Outstanding Notes and this Indenture shall be discharged and shall cease to be of further effect and the Liens on the Collateral securing the Notes and the Subsidiary
        Guarantees will be released (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee and the Collateral Agent, as applicable, on demand of and at the expense of the Company,
        shall execute proper instruments acknowledging satisfaction and discharge of the Outstanding Notes and this Indenture and the Liens, when

    

    

    (i)            either

    

    

    (a)          all Notes theretofore
        authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held
        in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) have been cancelled or delivered to the Trustee
        for cancellation; or

    

    

    (b)          all such Notes not theretofore
        cancelled or delivered to the Trustee for cancellation

    

    

    (1)          have become due and payable,

    

    

    (2)          will become due and payable at
        their Stated Maturity within one year, or

    

    

    (3)         have been called for redemption,
        or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;

    

    

    (ii)          the Company has irrevocably
        deposited or caused to be deposited with the Trustee money, U.S. Government Obligations or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on the Notes not previously cancelled or delivered to
        the Trustee for cancellation, for principal (and premium, if any) and interest to

    

    

    
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    the date of such deposit (in the case of Notes that have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be (provided that if such redemption shall be pursuant to the third paragraph of Section 1009, (x) the
      amount of money or U.S. Government Obligations, or a combination thereof, that the Company must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as of the date of such deposit, as
      calculated by the Company in good faith, and (y) the Company must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required
      by Section 1006, as necessary to pay the Applicable Premium as determined on such date);

    

    

    (iii)          the Company has paid or caused
        to be paid all other sums then payable hereunder by the Company; and

    

    

    (iv)          the Company has delivered to the
        Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction
        and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to
        compliance with the foregoing clauses (i), (ii) and (iii)).

    

    

    Notwithstanding the satisfaction and discharge of this Indenture and the Outstanding Notes, (a) the obligations of the Company to the Trustee and the Collateral Agent under Section 707 and, if money shall have been deposited with the
      Trustee pursuant to Section 1101(ii), the obligations of the Trustee under Section 1103 shall
      survive such satisfaction and discharge, and (b) if such satisfaction and discharge is effected through redemption in accordance with Section 1101(i)(b)(3), the provisions of Section 1007 shall survive such satisfaction and discharge, and the other
      provisions of Article X shall survive such satisfaction and discharge until the Redemption Date shall have occurred.

    

    

    Section 1102.           [Reserved]

    

    

    Section 1103.          Application of Trust Money.  Subject to the provisions of the last paragraph of Section 403, all money and/or U.S. Government
        Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 1101 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 as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest on the Notes; but such money
        need not be segregated from other funds except to the extent required by law.

    

    

    ARTICLE XII

    

    

    DEFEASANCE OR COVENANT DEFEASANCE

    

    

    Section 1201.         The Company’s Option to Effect Defeasance or Covenant Defeasance.  The Company may, at its option, at any time, elect to have terminated the obligations of the Company with respect to Outstanding Notes and the
        other Note Documents and to have terminated all of the obligations of the Subsidiary Guarantors with respect to the Subsidiary Guarantees, in each case, as set forth in this Article XII,
        and elect to have either Section 1202 or 1203 be applied to all of the Outstanding Notes
        (the “Defeased Notes”), upon compliance with the conditions set forth below in Section 1204. 
        Either Section 1202 or Section 1203 may be applied to the Defeased Notes to any Redemption
        Date or the Stated Maturity of the Notes.

    

    

    Section 1202.          Defeasance and Discharge.  Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1202, the Company shall be deemed to have been

    

    

    
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    released and discharged from its obligations with respect to the Defeased Notes and the Subsidiary Guarantors shall be deemed to have been released and discharged from
      their obligations with respect to the Subsidiary Guarantees on the date the relevant conditions set forth in Section 1204 are satisfied (hereinafter, “Defeasance”).  For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased Notes,
      which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and
      (b) below, and the Company, and each of the Subsidiary Guarantors shall be deemed to have satisfied all other obligations under such Notes, Subsidiary Guarantees and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense
      of the Company, shall execute proper instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder:  (a) the





      rights of Holders of Defeased Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of
      principal of and premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Defeased Notes under Sections 304, 305, 306,
      402, and 403, (c) the





      rights, powers, trusts, duties and immunities of the Trustee and the Collateral Agent hereunder, including the Trustee’s and Collateral Agent’s rights (and the Company’s obligations) under Section 707, and (d) this Article XII.  If the Company exercises its
      option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with respect thereto.  Subject to compliance with this Article XII, the Company may, at its option and at any time, exercise its option under this Section 1202
      notwithstanding the prior exercise of its option under Section 1203 with respect to the Notes.

    

    

    Section 1203.        Covenant Defeasance.  Upon the Company’s exercise under Section 1201 of the option applicable to this Section 1203, (a) the Company shall be released from its obligations under any covenant or provision contained in Section 405, Sections 407 through 415,
        the provisions of clauses (iii), (iv) and (v) of Section 501(a) and the provisions of clauses (iii) and (iv) of Section 501(b) shall not apply, and (b) the occurrence of any event specified in clause (iv), (v) (with respect to Section 405, Sections 407 through 415,
        inclusive), (vi), (vii), (viii) (with respect to Subsidiaries), (ix) (with respect to Subsidiaries), (x), (xi) or (xii) of Section 601 shall be deemed not to be or result
        in an Event of Default, in each case with respect to the Defeased Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”),





        and the Notes shall thereafter be deemed not to be “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 or provisions, but shall
        continue to be deemed “Outstanding” for all other purposes hereunder.  For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any
        term, condition or limitation set forth in any such covenant or provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or provision or by reason of any reference in any such covenant or provision
        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 601, but, except as
        specified above, the remainder of this Indenture and such Outstanding Notes shall be unaffected thereby.

    

    

    Section 1204.          Conditions to Defeasance or Covenant Defeasance.  The following shall be the conditions to application of either Section 1202 or Section 1203 to the Outstanding Notes:

    

    

    (1)          The Company shall have irrevocably
        deposited or caused to be deposited with the Trustee, in trust, money or U.S. Government Obligations, or a combination thereof, in amounts as will be sufficient (without reinvestment), to pay and discharge the principal of, and premium, if any, and
        interest on the Defeased Notes issued by the Company to the Stated Maturity or relevant Redemption Date in accordance with the terms of this Indenture and the Notes (provided
        that if such redemption shall be pursuant to the third paragraph of Section 1009, (x) the amount of

    

    

    
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    money or U.S. Government Obligations or a combination thereof that the Company must irrevocably deposit or cause to be deposited shall be determined
      using an assumed Applicable Premium calculated as of the date of such deposit, as calculated by the Company in good faith and (y) the Company must irrevocably deposit or
      cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as determined on such date);

    

    

    (2)          No Default or Event of Default
        shall have occurred and be continuing on the date of such deposit;

    

    

    (3)          Such deposit shall not result in a
        breach or violation of, or constitute a Default or Event of Default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which it is bound;

    

    

    (4)          In the case of an election under Section 1202, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that (x) the





        Company  has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the Issue Date, there has been a change in the applicable
        U.S. federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm to the effect that, the Holders of the Outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a
        result of such 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 Defeasance had not occurred; provided that such Opinion of Counsel need not be delivered if all Notes theretofore authenticated and delivered (other than (i) Notes
        that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 403) not theretofore delivered to the Trustee for cancellation have become due and payable, will become due and payable at their Stated Maturity within one year, or
        have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee in the name, and at the expense, of the Company;

    

    

    (5)          In the case of an election under Section 1203, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Notes will not recognize income, gain or
        loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance
        had not occurred; and

    

    

    (6)          The Company shall have delivered
        to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that all conditions precedent provided for in this Section 1204 relating to either
        the Defeasance under Section 1202 or the Covenant Defeasance under Section 1203, as the case
        may be, have been complied with.  In rendering such Opinion of Counsel, counsel may rely on an Officer’s Certificate as to compliance with the foregoing clauses (1), (2) and (3) of this Section 1204 or as to any matters of fact.

    

    

    Section 1205.          Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of the last paragraph of Section 403, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or such other Person that would qualify to act as successor trustee under Article VII, collectively and solely for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the Defeased Notes

    

    

    
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    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 as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent
      required by law.

    

    

    The Company shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee or other charge imposed on or assessed
      against the U.S. Government Obligations deposited by the Company pursuant to Section 1204, or the principal, premium, if any, and interest received in respect thereof,
      other than any such tax, fee or other charge that by law is for the account of the Holders of the Defeased Notes.

    

    

    Anything in this Article XII to the contrary notwithstanding, the
      Trustee shall deliver to the Company from time to time, upon Company Request, any money or U.S. Government Obligations held by it as provided in Section 1204 that, in the
      opinion of a nationally recognized accounting or investment banking firm expressed in a written certification thereof to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance
      or Covenant Defeasance.  Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on such opinion.

    

    

    Section 1206.          Reinstatement.  If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 1202
        or 1203, 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 obligations of the Company and the Subsidiary Guarantors under this Indenture, the Notes and the Subsidiary Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 1202 or 1203, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such
        money and U.S. Government Obligations in accordance with Section 1202 or 1203, as the case
        may be; provided, however, that if the Company or any Subsidiary Guarantor makes any payment
        of principal, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company or Subsidiary Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Notes to receive such payment
        from the money and U.S. Government Obligations held by the Trustee or Paying Agent.

    

    

    Section 1207.         Repayments to the Company.  The Trustee shall pay to the Company upon Company Request any money held by it for the payment of principal or interest that remains unclaimed for two years after the Stated Maturity
        or the Redemption Date, as the case may be.  After payment to the Company, Holders entitled to money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person and all liability
        of the Trustee or Paying Agent with respect to such money shall thereupon cease.

    

    

    ARTICLE XIII

    

    

    SUBSIDIARY GUARANTEES

    

    

    Section 1301.          Guarantees Generally.

    

    

    (a)          Guarantee of Each Subsidiary Guarantor.  Each Subsidiary Guarantor, as primary obligor and not merely as surety, hereby jointly and severally, irrevocably and fully and unconditionally Guarantees, on a senior secured basis,
        the punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all monetary obligations of the Company under this Indenture and the Notes, whether for principal of or interest on the Notes, expenses, indemnification or
        otherwise (all such

    

    

    
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    obligations guaranteed by such Subsidiary Guarantors being herein called the “Subsidiary Guaranteed
          Obligations”).

    

    

    The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed
      liabilities of such Subsidiary Guarantor (including, but not limited to, any Guarantee by it of any Credit Facility Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in
      respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not
      constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.

    

    

    (b)         Further Agreements of Each Subsidiary Guarantor.  (i)  Each Subsidiary Guarantor hereby agrees that (to the fullest extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the validity,
        regularity or enforceability of this Indenture, the Notes or the obligations of the Company or any other Subsidiary Guarantor to the Holders, the Trustee or the Collateral Agent hereunder or thereunder, the absence of any action to enforce the
        same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Subsidiary Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not a notation
        concerning its Subsidiary Guarantee is made on any particular Note, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor.

    

    

    (ii)          Each Subsidiary Guarantor hereby waives (to the
        fullest extent permitted by law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest,
        notice and all demands whatsoever and covenants that (except as otherwise provided in Section 1303) its Subsidiary Guarantee will not be discharged except by complete
        performance of the obligations contained in the Notes, this Indenture and this Subsidiary Guarantee.  Such Subsidiary Guarantee is a guarantee of payment and not of collection.  Each Subsidiary Guarantor further agrees (to the fullest extent
        permitted by law) that, as between it, on the one hand, and the Holders of Notes and the Trustee and the Collateral Agent, on the other hand, subject to this Article XIII,
        (1) the maturity of the obligations guaranteed by its Subsidiary Guarantee may be accelerated as and to the extent provided in Article VI for the purposes of such Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed by such Subsidiary
        Guarantee, and (2) in the event of any acceleration of such obligations as provided in Article VI,
        such obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor in accordance with the terms of this Section 1301
        for the purpose of such Subsidiary Guarantee.  Neither the Trustee, the Collateral Agent nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or to take any other steps under any security for the Subsidiary
        Guaranteed Obligations or against the Company or any other Person or any property of the Company or any other Person before the Trustee is entitled to demand payment and performance by any or all Subsidiary Guarantors of their obligations under
        their respective Subsidiary Guarantees or under this Indenture.

    

    

    (iii)         Until terminated in accordance with Section 1303, each Subsidiary Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for
        liquidation or reorganization, should the Company 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 Company’s assets, and shall, to the fullest
        extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are,

    

    

    
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    pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on such Notes, 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.

    

    

    (c)          Each Subsidiary Guarantor that makes a payment or
        distribution under its Subsidiary Guarantee shall have the right to seek contribution from the Company or any non‐paying Subsidiary Guarantor that has also Guaranteed the relevant Subsidiary Guaranteed Obligations in respect of which such payment
        or distribution is made, so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.

    

    

    (d)         Each Subsidiary Guarantor acknowledges that it will
        receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its Subsidiary Guarantee, and the waiver set forth in Section 1305,
        are knowingly made in contemplation of such benefits.

    

    

    (e)         Each Subsidiary Guarantor, pursuant to its Subsidiary
        Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by the Trustee, the Collateral Agent or the Holders in enforcing any rights under its Subsidiary Guarantee.

    

    

    Section 1302.        Continuing Guarantees.  (a)  Each Subsidiary Guarantee shall be a continuing Guarantee and shall (i) subject to Section 1303, remain in full force and effect until payment in full of the principal amount of all Outstanding Notes (whether by payment at maturity, purchase, redemption,
        defeasance, retirement or other acquisition) and all other Subsidiary Guaranteed Obligations then due and owing, (ii) be binding upon such Subsidiary Guarantor, and (iii) inure to the benefit of and be enforceable by the Trustee, the Holders and their permitted successors, transferees and assigns.

    

    

    (b)         The obligations of each Subsidiary Guarantor
        hereunder shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment which would otherwise have reduced or terminated the obligations of any Subsidiary Guarantor hereunder and under its Subsidiary
        Guarantee (whether such payment shall have been made by or on behalf of the Company, or by or on behalf of a Subsidiary Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of
        the Company, or any Subsidiary Guarantor or otherwise, all as though such payment had not been made.

    

    

    Section 1303.         Release of Subsidiary Guarantees.  Notwithstanding the provisions of Section 1302, Subsidiary Guarantees will be subject to
        termination and discharge under the circumstances described in this Section 1303.  Any Subsidiary Guarantor will automatically and unconditionally be released from all
        obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) concurrently
        with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein, or any other transaction, (x) in accordance with the terms of this Indenture (including Section 411 and Section 501) or (y) pursuant to an enforcement action in accordance with the terms of the Intercreditor
        Agreements, in each case, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Subsidiary Guarantor is
        (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the Subsidiary Guarantee of such Subsidiary Guarantor, will be) released from all of its obligations under
        its Guarantee of payment by the Company and all other Subsidiary Guarantors of any

    

    

    
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    Indebtedness of the Company and such other Subsidiary Guarantors under the Senior Credit Facilities (and, if applicable, its obligations as a borrower under the Senior
      ABL Facility), except in the case of a release as a result of payment under such Subsidiary Guarantee or a refinancing, termination or repayment in full of such Indebtedness (it being understood that a release subject to contingent reinstatement is
      still a release, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Subsidiary Guarantee pursuant to Section 414), (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the
      Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Subsidiary Guarantor, (iv) concurrently with any Subsidiary Guarantor becoming an Unrestricted Subsidiary or ceasing to constitute a Wholly Owned Domestic Subsidiary of the Company, (v)  upon the occurrence of a Covenant Suspension Event; provided that (x) such Subsidiary Guarantee
      shall not be released pursuant to this clause (v) for so long as such Subsidiary Guarantor is an obligor with respect to any Indebtedness under the Senior Credit Facilities (or any replacements or refinancings thereof) and (y) after the Reversion
      Time, such Subsidiary Guarantee shall be reinstated to the extent required and within the time period provided under the covenant described under Section 414, (vi) upon Defeasance or Covenant Defeasance of the Company’s obligations under, or satisfaction and discharge of this Indenture pursuant to Section 1101, or (vii) subject to Section 1302(b),
      upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Subsidiary Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 10 days’ notice to the Trustee (or such
      shorter period as agreed to by the Trustee in its sole discretion), to cause any Subsidiary Guarantor that has not guaranteed payment by the Company or another Subsidiary Guarantor of any Indebtedness of the Company or such other Subsidiary Guarantor
      under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect.

    

    

    Upon any such occurrence specified in this Section 1303, the Trustee shall upon receipt of
      an Officer’s Certificate and Opinion of Counsel, at the Company’s expense, execute any documents reasonably requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Subsidiary Guarantee.

    

    

    Section 1304.          [Reserved].

    

    

    Section 1305.         Waiver of Subrogation.  Each Subsidiary Guarantor hereby irrevocably waives any claim or other rights that it may now or hereafter acquire against the Company that arise from the existence, payment, performance
        or enforcement of the Company’s obligations under the Notes and this Indenture or such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee and this Indenture, including any right of subrogation, reimbursement, exoneration,
        indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, until this Indenture is
        discharged and all of the Notes are discharged and paid in full.  If any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and the Notes shall not have been paid in full, such amount shall be deemed to have
        been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied upon the Notes, whether
        matured or unmatured, in accordance with the terms of this Indenture.

    

    

    Section 1306.         Notation Not Required.  Neither the Company nor any Subsidiary Guarantor shall be required to make a notation on the Notes to reflect any such Subsidiary Guarantee or any release, termination or discharge
        thereof.

    

    

    
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    Section 1307.         Successors and Assigns of Subsidiary Guarantors.  All covenants and agreements in this Indenture by each Subsidiary Guarantor shall bind its respective successors and assigns, whether so expressed or not.

    

    

    Section 1308.          Execution and Delivery of Subsidiary Guarantees.  The Company shall cause each Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 414, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 414, to
        promptly execute and deliver to the Trustee a Guarantor Supplemental Indenture, or a supplemental indenture otherwise in form reasonably satisfactory to the Trustee evidencing its Subsidiary Guarantee on substantially the terms set forth in this Article XIII.  Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that such Guarantor Supplemental Indenture has been duly
        authorized or permitted or complies with this Indenture, that all conditions precedent to such Guarantor Supplemental Indenture required by this Indenture have been complied with and that such Guarantor Supplemental Indenture is a valid and binding
        agreement of the applicable Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms.

    

    

    Section 1309.           Notices.  Notice to any Subsidiary Guarantor shall be sufficient if addressed to such Subsidiary Guarantor care of the Company at the address, place and manner provided in Section 109.

    

    

    ARTICLE XIV

    

    

    SECURITY

    

    

    Section 1401.          Notes Collateral Documents; Additional Collateral.

    

    

    (a)          Notes Collateral Documents.  In order to secure the due and punctual payment of the Obligations under this Indenture, the Notes and the Notes Collateral Documents, the Company, the Subsidiary Guarantors, the Collateral
        Agent and the other parties thereto, or other parties in accordance with the provisions of Section 417 and this Article XIV, will enter into the applicable Notes Collateral Documents.  The Company and the Subsidiary Guarantors shall make all filings under the Uniform Commercial Code and any other applicable laws (including filings of
        continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) as are required by this Indenture and/or the Notes Collateral Documents to maintain (at the
        sole cost and expense of the Company and the Subsidiary Guarantors) the security interests created by the Notes Collateral Documents in the Collateral (subject to the terms of the Intercreditor Agreements and the other Notes Collateral Documents)
        as a perfected security interest to the extent perfection is required by the Notes Collateral Documents and within the time frames set forth therein, subject only to Permitted Liens, and with the priority required by the Intercreditor Agreements
        and the other Notes Collateral Documents.

    

    

    (b)          After-Acquired Collateral.  Subject to the Intercreditor Agreements and any applicable limitation in any other Notes Collateral Documents, if the Company or any other Grantor creates or perfects any additional security
        interest on any property to secure any Non-ABL Secured Debt Obligations or acquires any property which is of a type constituting Collateral under the Collateral Agreement or any other Notes Collateral Document (excluding, for the avoidance of
        doubt, any Excluded Assets), it will be required to execute and deliver such security instruments, financing statements and such certificates and opinions of counsel and take all other actions as are required under this Indenture and the Notes
        Collateral Documents to vest in the Collateral Agent a perfected security interest (subject to existing and future Permitted Liens and other Liens permitted by this Indenture, which include certain

    

    

    
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    purchase money security interests) in such after-acquired property and to have such after-acquired property included as part of the Collateral, and thereupon all
      provisions of the Notes Collateral Documents and 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 1402.         Concerning the Collateral Agent.  The Collateral Agent shall not have duties or obligations except those expressly set forth in the Notes Collateral Documents of which it is party, and no implied covenants or
        obligations shall be read into the Notes Collateral Documents against the Collateral Agent. The Collateral Agent shall not be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct. The
        Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or
        sent by the proper person. The Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. The Collateral
        Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in the absence of its own gross negligence or
        willful misconduct, in each case, in accordance with the advice of any such counsel, accountants or experts. The Collateral Agent shall have an unqualified right to resign at any time. Nothing in this Indenture (or any other document) shall require
        the Collateral Agent to expend or risk its own funds or otherwise incur any personal or financial liability in the performance of any right or duties under or in connection with this Indenture, the Notes or any Notes Collateral Documents.

    

    

    Without limiting the generality of the foregoing and any items set forth in this Indenture or Notes Collateral Documents, the Collateral Agent:

    

    

    (1)          shall not be subject to any
        fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing;

    

    

    (2)          shall not have any duty to take
        any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Notes Collateral Documents that the Collateral Agent is required to exercise; provided that the Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to any
        Notes Collateral Document or applicable law;

    

    

    (3)          shall not, except as expressly set
        forth in the Notes Collateral Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Subsidiaries that is communicated to or obtained by the Person serving as
        the Collateral Agent or any of its Subsidiaries in any capacity;

    

    

    (4)           shall not be liable for any
        action taken or not taken by it (a) in the absence of its own gross negligence or willful misconduct or (b) in reliance on a certificate of an authorized officer of the Company stating that such action is permitted by the terms of the Intercreditor
        Agreement. The Collateral Agent shall be deemed not to have knowledge of any event of default under any series of Non-ABL Secured Debt Obligations unless and until written notice describing such event of default is labeled a “Notice of Default” and
        is actually received by the Collateral Agent from the Representative of such Non-ABL Secured Debt Obligations or the Company; and

    

    

    (5)          shall not be responsible for or
        have any duty to ascertain or inquire into (a) any statement, warranty or representation made in or in connection with the Intercreditor Agreements

    

    

    
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    or any other Collateral Document, (b) the contents of any certificate, report or other document delivered thereunder or in connection therewith,
      (c) the performance or observance of any of the covenants, agreements or other terms or conditions set forth therein or the occurrence of any event of default, (d) the validity, enforceability, effectiveness or genuineness of the Intercreditor
      Agreements, any other Collateral Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Notes Collateral Documents, (e) the value or the sufficiency of any
      Collateral for any series of Non-ABL Secured Debt Obligations, or (f) the satisfaction of any condition set forth in any Non-ABL Secured Debt Document or Collateral Document, other than to confirm receipt of items expressly required to be delivered
      to the Collateral Agent.

    

    

    The Collateral Agent (and the Trustee) shall be entitled to but shall have no obligation to give, execute, deliver, file, record, authorize or obtain
      any financing statements, notices, instruments, documents, agreements, consents or other papers as shall be necessary to (i) create, preserve, perfect, maintain or validate the security interest granted to those parties pursuant to this Indenture,
      the Notes and the Notes Collateral Documents or (ii) enable them to exercise and enforce their rights under this Indenture, the Notes and the Notes Collateral Documents with respect to such pledges and security interests. In addition, the Trustee
      and/or Collateral Agent shall have no responsibility or liability (i) in connection with the acts or omissions of the Company in respect of the foregoing or (ii) for or with respect to the legality, validity and enforceability of any security
      interest created in the Collateral or the perfection and priority of such security interest. BY ACCEPTING A NOTE EACH HOLDER WILL BE DEEMED TO HAVE IRREVOCABLY AGREED TO THE FOREGOING PROVISIONS OF THE TWO PRIOR PARAGRAPHS AND SHALL BE BOUND BY THOSE
      AGREEMENTS TO THE FULLEST EXTENT PERMITTED BY LAW.

    

    

    Section 1403.          Releases of Collateral.  The Liens on the Collateral will be released with respect to the Notes and the Subsidiary Guarantees:

    

    

    (i)           in whole, upon payment in full of the principal of,
        accrued and unpaid interest, if any, and premium, if any, on the Notes;

    

    

    (ii)          in whole, upon satisfaction and discharge of this
        Indenture as described under Article XI;

    

    

    (iii)         in whole, upon a Defeasance or Covenant Defeasance
        as described under Article XII;

    

    

    (iv)        in part, as to any property or asset constituting
        Collateral (A) that is sold or otherwise disposed of or deemed disposed of in a transaction permitted by Section 411, (B) that is owned by a Subsidiary Guarantor to the
        extent such Subsidiary Guarantor has been released from its Subsidiary Guarantee in accordance with this Indenture or (C) otherwise in accordance with, and as expressly provided for under, this Indenture and the Notes Collateral Documents;

    

    

    (v)         with respect to any particular item of Collateral,
        upon release by the Term Loan Agent of the liens on such item of Collateral securing the Term Loan Obligations and the substantially concurrent release of the liens on such item of Collateral securing any other Non-ABL Secured Debt Obligations
        (other than the Obligations in respect of the Notes (including the Subsidiary Guarantees)) (except in the case of a release as a result of a refinancing, termination or repayment in full of any such Indebtedness); provided, however, that there is then outstanding under the Senior Term Agreement (after giving effect to such release
        and any transactions related thereto) aggregate debt and debt commitments in an amount that exceeds the aggregate principal amount of the then outstanding Notes;

    

    

    
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    (vi)         in part, as to any property or asset constituting
        Collateral, in accordance with the applicable provisions of the applicable Intercreditor Agreement;

    

    

    (vii)        to the extent any particular item of Collateral
        becomes an Excluded Asset; or

    

    

    (viii)       as described under Article IX.

    

    

    Upon receipt of an Officer’s Certificate and an Opinion of Counsel, the Trustee shall, or shall cause the Collateral Agent to, promptly execute,
      deliver or acknowledge all documents, instruments and releases that have been requested to release, reconvey to the Company and/or the other Grantors, as the case may be, such Collateral or otherwise give effect to, evidence or confirm such
      termination or release in accordance with the directions of the Company and/or the other Grantors, as the case may be.

    

    

    Notwithstanding anything to the contrary in this Indenture, the Company shall not be required to comply with TIA Section 313(b), relating to reports,
      and TIA Section 314(d), relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Lien of the Notes Collateral Documents.

    

    

    Section 1404.          Form and Sufficiency of Release.

    

    

    Upon any sale, exchange or disposition of Collateral in compliance with this Indenture and the Notes Collateral Documents, the Liens in favor of the
      Collateral Agent on such Collateral shall automatically terminate and be released. In the event that the Company or any Subsidiary Guarantor has consummated, or proposes to consummate, any such sale, exchange or disposition of any portion of the
      Collateral that, under the terms of this Indenture may be sold, exchanged or otherwise disposed of by the Company or any Subsidiary Guarantor, and the Company or any such Subsidiary Guarantor requests the Collateral Agent to furnish a written
      disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Subsidiary Guarantee and the Notes Collateral Documents, upon receipt of an Officer’s Certificate and Opinion of Counsel certifying that all
      conditions precedent to such release have been met, the Collateral Agent shall, at the sole cost and expense of the Company, execute, acknowledge and deliver to the Company or such Subsidiary Guarantor such an instrument in the form provided by the
      Company (to the extent acceptable to the Collateral Agent, acting reasonably), and providing for release without recourse, representation or warranty, promptly after satisfaction of the conditions set forth herein for delivery of such release and
      shall, at the sole cost and expense of the Company, take such other action as the Company or such Subsidiary Guarantor may reasonably request to effect such release.  Notwithstanding the preceding sentence, all purchasers and grantees of any property
      or rights purporting to be released shall be entitled to rely upon any release executed by the Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described
      from the Lien of this Indenture and the Notes Collateral Documents.

    

    

    Section 1405.          Possession and Use of Collateral.

    

    

    Subject to and in accordance with the provisions of this Indenture and the Notes Collateral Documents, so long as the Trustee (or the Collateral
      Agent) has not exercised rights or remedies with respect to the Collateral in connection with an Event of Default that has occurred and is continuing, the Company and the Subsidiary Guarantors shall have the right to remain in possession and retain
      exclusive control of and to exercise all rights with respect to the Collateral (other than monies or Cash Equivalents deposited pursuant to Article XII, and other than as
      set forth in the Notes Collateral Documents and this Indenture), to operate, manage, develop, lease, use, consume, alter or repair and enjoy the Collateral (other than monies and Cash Equivalents deposited pursuant to Article XII and other

    

    

    
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    than as set forth in the Notes Collateral Documents and this Indenture), and to collect, receive, use, invest and dispose of the reversions, remainders, interest, rents,
      lease payments, issues, profits, revenues, proceeds and other income thereof.

    

    

    Section 1406.          Specified Releases of Collateral; Satisfaction and Discharge; Defeasance.

    

    

    The Company and the Subsidiary Guarantors shall be entitled to obtain a full release of all of the Collateral from the Liens of this Indenture and of
      the Notes Collateral Documents securing the Notes upon payment in full of all principal, premium, if any, interest on the Notes and of all Obligations under the Notes, this Indenture and the Notes Collateral Documents for the payment of money due and
      owing to the Trustee, the Collateral Agent or the Holders, or upon compliance with the conditions precedent set forth in Article XI or Article XII.  Upon delivery by the Company to the Trustee and the Collateral Agent of an Officer’s Certificate and an Opinion of Counsel, each to the effect that such conditions precedent have been
      complied with (and which may be the same Officer’s Certificate and Opinion of Counsel required by Article XI or Article XII, as applicable) prior to the release of such Collateral, the Trustee shall forthwith take all action reasonably requested (at the expense of the Company) to release from the Liens securing the Notes and reconvey
      to the Company and the applicable Subsidiary Guarantors without recourse, representation or warranty all of the Collateral, and shall deliver such Collateral in its possession to the Company and the applicable Subsidiary Guarantors including, without
      limitation, the execution and delivery of releases and satisfactions wherever required.

    

    

    Section 1407.          Purchaser Protected.  No purchaser or grantee of any property or rights purporting to be released shall be bound to ascertain the authority of the Trustee or the Collateral Agent to execute the release or to
        inquire as to the existence of any conditions herein prescribed for the exercise of such authority.

    

    

    Section 1408.        Authorization of Actions to be Taken by the
        Collateral Agent Under the Notes Collateral Documents.  The Company, the Subsidiary Guarantors and each Holder of the Notes, by their acceptance of any of the Notes and the Subsidiary Guarantees, (a) hereby appoints Wilmington Trust, National
        Association, as Collateral Agent, and Wilmington Trust, National Association accepts such appointment and (b) agrees that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided
        to the Trustee under Article VII hereof, including the compensation, reimbursement, and indemnification provisions set forth in Section 707 and the resignation and removal provisions of Section 710 (with the references to the Trustee therein being
        deemed to refer to the Collateral Agent).  Furthermore, each Holder of a Note, by accepting such Note, consents to and approves the terms of and authorizes and directs the Collateral Agent to (i) enter into and perform the duties provided for in
        the Intercreditor Agreements and each other Notes Collateral Document in each of its capacities thereunder and, to the extent expressly contemplated by this Indenture, to enter into any junior lien intercreditor agreement on market terms (as
        determined by the Company in an officer’s certificate delivered to the Trustee and the Collateral Agent) to subordinate permitted Liens on the Collateral securing permitted Indebtedness to the Liens securing the Obligations in respect of the Notes
        (including the Subsidiary Guarantees) and (ii) bind the Holders to the terms of the Intercreditor Agreements and the junior lien intercreditor agreement referred to in clause (i).

    

    

    Section 1409.        Authorization of Receipt of Funds by the Trustee and the Collateral Agent Under the Notes Collateral Documents.  The Trustee and the Collateral Agent are, subject to the terms of the Intercreditor Agreements,
        authorized to receive any funds for the benefit of Holders distributed under the Notes Collateral Documents to the Trustee or the Collateral Agent, to apply such funds as provided in this Indenture and to make further distributions of such funds in
        accordance with the applicable provisions of Section 606 hereof.

    

    

    
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    Section 1410.          Powers Exercisable by Receiver or Collateral Agent.  In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article XIV upon the Company or any Subsidiary Guarantor, as applicable, with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an
        instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Company or any Subsidiary Guarantor, as applicable, or of any officer or officers thereof required by the provisions of this Article XIV.

    

    

    Section 1411.          No Individual Action.  Holders may not, individually or collectively, take any direct action to enforce any rights in their favor under the Notes Collateral Documents. The Holders may only act by instruction to
        the Trustee, which shall instruct the Collateral Agent, subject to the Intercreditor Agreements.

    

    

    Section 1412.          Enforcement of Remedies.  Notwithstanding anything to the contrary herein, any enforcement of the Subsidiary Guarantees or any remedies with respect to the Collateral under the Notes Collateral Documents is
        subject to the provisions of the Intercreditor Agreements.

    

    

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

    

    

    

    

    
      	 	US FOODS, INC.	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ Dirk J. Locascio	 
	 	 	Name:	Dirk J. Locascio	 
	 	 	Title:	Chief Financial Officer	 
	 	 	 	 


    

    

    

    

    
      	 	SUBSIDIARY GUARANTORS	 
	 	 	 
	 	 	 
	 	BAY-N-GULF, INC.	 
	 	 	 	 
	 	 	 	 
	

            	
              By: 

            	/s/ Dirk J. Locascio	 
	 	 	Name:	Dirk J. Locascio	 
	 	 	Title:	Chief Financial Officer	 
	 	 	 	 


    

     

    

     

    

    
      	 	E&H DISTRIBUTING, LLC	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ Dirk J. Locascio	 
	 	 	Name:	Dirk J. Locascio	 
	 	 	Title:	Chief Financial Officer	 
	 	 	 	 


    

    

    

    

    
      	 	FRESH UNLIMITED, INC.	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ Dirk J. Locascio	 
	 	 	Name:	Dirk J. Locascio	 
	 	 	Title:	Chief Financial Officer	 
	 	 	 	 


    

    

    

    
      
        


    

    

    

    

    

    
      	 	TRANS-PORTE, INC.	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ Dirk J. Locascio	 
	 	 	Name:	Dirk J. Locascio	 
	 	 	Title:	Chief Financial Officer	 
	 	 	 	 


    

    

    

    

    
      	 	GREAT NORTH IMPORTS, LLC	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ Dirk J. Locascio	 
	 	 	Name:	Dirk J. Locascio	 
	 	 	Title:	Chief Financial Officer	 
	 	 	 	 


    

    

    

    

    
      	 	US FOODS CULINARY EQUIPMENT & SUPPLIES, LLC	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ Dirk J. Locascio	 
	 	 	Name:	Dirk J. Locascio	 
	 	 	Title:	Chief Financial Officer	 
	 	 	 	 


    

    

    

    

    

    
      
        


    

    

    

    

    

    
      	 	
              WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent

              

              

            	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ Joseph P. O’Donnell	 
	 	 	Name:	Joseph P. O’Donnell	 
	 	 	Title:	Vice President	 
	 	 	 	 


    

    

    

    

    

    
      
        


    

    
    

    

    EXHIBIT A

    

    

    

    

    Form of Initial Note1

    (FACE OF NOTE)

    

    

    US Foods, Inc.

    

    

    6.250% Senior Secured Notes due 2025

     

    

    

    
      	
              CUSIP No. [            ]

            	 	 
	
              No.

              

            	 	 	
              $

              

            	 	 


    

    

    

    US Foods, Inc., a corporation duly organized and existing under the laws of the state of Delaware, (and its successors and assigns, the “Company”) hereby promises to pay to                          , or its registered assigns, the
      principal sum of $                              ([                         ] United States Dollars) [(or such lesser or greater amount as shall be outstanding hereunder from
      time to time in accordance with Sections 312 and 313 of the Indenture referred to on the reverse hereof)]2 (the “Principal Amount”) on April 15, 2025.  The
      Company hereby promises to pay interest semi-annually in arrears on April 15 and October 15 in each year, commencing [         ], 20[  ]3, at the rate of 6.250% per annum (subject to adjustment as provided below), until the Principal
      Amount is paid or made available for payment. [Interest on this Note will accrue from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no interest has been paid, from the
      Issue Date.]4  [Interest on this Note will accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no such interest has
      been paid, from                 ,          5.]6  Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.  The interest so payable, and punctually paid or duly provided for, on any Interest
      Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the April 1 or
      October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and
      may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
      given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such
      notice as may be required by such exchange, all as more fully provided in said Indenture.

    

    

    
      


    	
            1

          	
            Insert any applicable legends as provided in Article II of the Indenture.

          
	 	 
	
            2

          	
            Include only if the Note is issued in global form.

          
	 	 
	
            3

          	
            October 15, 2020 for the Initial Notes.

          
	 	 
	
            4

          	
            Include only for Initial Notes.

          
	 	 
	
            5

          	
            Insert applicable date.

          
	 	 
	
            6

          	
            Include only for Additional Notes.

          
	 	 


    

    

    
      A-1

      
        


    

    

    

    Payment of principal of (and premium, if any) and interest on this Note will be made at the Corporate Trust Office of the Trustee, or such other
      office or agency of the Company maintained for that purpose; provided, however, that at the
      option of the Company payment of interest may be made through the Paying Agent by wire transfer or immediately available funds to the account designated to the Company by the Person entitled thereto or by check mailed to the address of the Person
      entitled thereto as such address shall appear in the Note Register.

    

    

    Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have
      the same effect as if set forth at this place.

    

    

    Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note
      shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

    

    

    
      A-2

      
        


    

    

    

    IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

    

    

    

    

    
      	 	US FOODS, INC.	 
	 	 	 	 
	 	 	 	 
	 

            	
              By: 

            	 

            	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 


    

     

    

     

    

     

    

     

    

  

  
    
      A-3

      
        


    

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

    

    

    

    

    
      	 	
              WILMINGTON TRUST, NATIONAL ASSOCIATION

              as Trustee

            	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	 

            	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 


    

    

    

    

    
      	
              Dated:

            	
               

            	
               

            


    

    

    

    
      A-4

      
        


    

    

    

    (REVERSE OF NOTE)

    

    

    This Note is one of the duly authorized issue of 6.250% Senior Secured Notes due 2025 of the Company (herein called the “Notes”), issued under an Indenture, dated as of April 28, 2020 (the “Indenture,” which term shall have the meaning assigned
      to it in such instrument), among US Foods, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), as issuer, the Subsidiary
      Guarantors from time to time parties thereto, and Wilmington Trust, National Association, in its capacity as Trustee (herein called the “Trustee,” which term includes any
      successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, any other obligor upon this Note, the Trustee and
      the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.  The terms of the Notes include those stated in the Indenture and Holders are referred to the Indenture for a statement of such terms.  To
      the maximum extent permitted by law, in the case of any conflict between the provisions of this Note and the Indenture, the provisions of the Indenture shall control.  Additional Notes may be issued from time to time under the Indenture and will vote
      as a class with the Notes and otherwise be treated as Notes for purposes of the Indenture.

    

    

    All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

    

    

    This Note may hereafter be entitled to certain Subsidiary Guarantees made for the benefit of the Holders.  Reference is made to Article XIII of the
      Indenture for terms relating to such Subsidiary Guarantees, including the release, termination and discharge thereof.  Neither the Company nor any Subsidiary Guarantor shall be required to make any notation on this Note to reflect any Subsidiary
      Guarantee or any such release, termination or discharge.

    

    

    The Notes are redeemable, at the Company’s option, in whole or in part, as provided in the Indenture.

    

    

    The Indenture provides (as and to the extent set forth therein) that, upon the occurrence after the Issue Date of a Change of Control, each Holder
      will have the right to require that the Company repurchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101.0% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of such repurchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to
      or on the purchase date); provided, however, that the Company shall not be obligated to
      repurchase Notes in the event it has exercised its right to redeem all the Notes as provided in the Indenture.

    

    

    The Notes will not be entitled to the benefit of a sinking fund.

    

    

    The Indenture contains provisions for defeasance at any time of the entire Indebtedness of this Note or certain restrictive covenants and certain
      Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture.

    

    

    If an Event of Default with respect to the Notes shall occur and be continuing, the principal of and accrued but unpaid interest on the Notes may be
      declared due and payable in the manner and with the effect provided in the Indenture.

    

    

    The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the
      Company and the rights of the Holders of

    

    

    
      A-5

      
        


    

    

    

    the Notes to be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least a majority in principal amount of the
      Notes at the time Outstanding.  The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Company
      and its Subsidiaries with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all
      future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

    

    

    As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with
      respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the
      Holders of not less than 30.0% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to pursue such remedy in respect of such Event of Default as Trustee and offered the Trustee security or indemnity
      satisfactory to it against any loss, liability or expense, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and shall have failed
      to institute any such proceeding, for 60 days after receipt of such notice, request and offer of security or indemnity.  The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal
      hereof or interest hereon on or after the respective due dates expressed herein.

    

    

    As provided in the Indenture and subject to certain limitations and other provisions therein set forth, (a) the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in a Place of Payment, duly endorsed by, or
      accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the
      same aggregate principal amount, will be issued to the designated transferee or transferees, (b) the Notes are issuable only in fully registered form without coupons in
      minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof, and (c) the Notes are exchangeable for a like aggregate principal amount of Notes of a
      different authorized denomination, as requested by the Holder surrendering the same.

    

    

    No service charge shall be made for any such registration, transfer or exchange, but the Company may require payment of a sum sufficient to cover any
      transfer tax or other governmental charge payable in connection therewith.

    

    

    Prior to due presentment of this Note for registration or transfer, the Company, any other obligor in respect of this Note, the Trustee and any agent
      of any of them may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Company, any other obligor in respect of this Note, the Trustee nor any such agent
      shall be affected by notice to the contrary.

    

    

    No past, present or future director, manager, officer, employee, incorporator, member, partner or stockholder of the Company, any Subsidiary Guarantor
      or any Subsidiary of any thereof, in their respective capacities as such, shall have any liability for any obligation of the Company or any Subsidiary Guarantor under the Note Documents, or for any claim based on, in respect of, or by reason of, any
      such obligation or its creation.  Each Noteholder, by accepting the Notes, waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.

    

    

    
      A-6

      
        


    

    

    

    THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  THE TRUSTEE, THE COMPANY, ANY
      OTHER OBLIGOR IN RESPECT OF THIS NOTE AND (BY ITS ACCEPTANCE OF THIS NOTE) THE HOLDER HEREOF AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR
      PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THIS NOTE, OR THE SUBSIDIARY GUARANTEES.

    

    

    
      A-7

      
        


    

    

    

    [FORM OF CERTIFICATE OF TRANSFER]

    

    

    FOR VALUE RECEIVED the undersigned holder hereby sell(s), assign(s) and transfer(s) unto

    

    

    

    

    

    

    	
            Insert Taxpayer Identification No.

          	 
	 	 
	 	 
	
            (Please print or typewrite name and address including zip code of assignee)

          	 
	 	 
	 	 
	 	 
	 	 
	
            the within Note and all rights thereunder, hereby irrevocably constituting and appointing

             

          	 
	
            attorney to transfer such Note on the books of the Company with full power of substitution in the premises.

             

          	 


    

    

    	
            Check One

          	 
	 	 
	
            [   ] (a)

          	
            this Note is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.

          
	 	 
	 	
            or

            

          
	 	 
	
            [   ] (b)

          	
            this Note is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth
              in this Note and the Indenture.

          
	 	 
	
            If neither of the foregoing boxes is checked, the Trustee or other Note Registrar shall not be obligated to register this Note in the name of any Person other
              than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 313 of the Indenture shall have been satisfied.

          


    

    

    

    

    	
            Date:

          	 	 	 
	
            
                

            

          	 	 
	 	 	 
	 	 	 
	 	 	
            NOTICE:  The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without
              alteration or any change whatsoever.

          


    

    

    

    

    	
            Signature Guarantee:

          	 	 


    

    

    
      A-8

      
        


    

    

    

    Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include
      membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar
      in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

    

    

    
      A-9

      
        


    

    

    

    TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

    

    

    The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole
      investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and
      acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
      undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

    

    

    	
            Dated:

          	 	 	 	 
	 	 	 	
            NOTICE:  To be executed by an executive officer

          


    

    

    
      A-10

      
        


    

    
     

    

    OPTION OF HOLDER TO ELECT PURCHASE

    

    

    If you wish to have this Note purchased by the Company pursuant to Section 411 or Section 415 of the Indenture, check the box:  [    ].

    

    

    If you wish to have a portion of this Note purchased by the Company pursuant to Section 411 or Section 415 of the Indenture, state the amount (in
      principal amount) below:

    

    

    	 $ 

          	
                                 

              

          	 
	 	 


    

    

    

    

    

    

    	
            Date:

          	 	 


    

    

    	
            Your Signature: 

          	 	 


    

    

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

    

    

    

    

    	
            Signature Guarantee: 

            

          	 	 


    

    

    

    

    Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include
      membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar
      in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

    

    

    
      A-11

      
        


    

    

    

    SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

    

    

    The following increases or decreases in this Global Note have been made:

    

    

    

    

    	
            
              Date of Exchange

            

          	 	
            
              Amount of decreases in 

              Principal Amount of this 

              Global Note

            

          	 	
            
              Amount of increases in 

              Principal Amount of this 

              Global Note

            

          	 	
            
              Principal amount 

              of this Global Note 

              following such 

              decreases or increases

            

          	 	
            
              Signature of authorized 

              signatory of Trustee

            

          
	 	 	 	 	 	 	 	 	 


    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    
      A-12

      
        


    

    
    

    

    EXHIBIT B

    

    

    

    

    [Reserved]

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    
      B-1

      
        


    

    
    

    

    EXHIBIT C

    

    

    

    

    Form of Certificate of Beneficial Ownership

    

    

    

    

    On or after [__________], 20[  ]

    

    

    WILMINGTON TRUST, NATIONAL ASSOCIATION

    246 Goose Lane, Suite 105

    Guilford, Connecticut 06437

    Attention:  Corporate Trust Department

    

    

    

    

    Re:          US FOODS, INC. (the “Company”)

    

    

    6.250% Senior Secured Notes due 2025 (the “Notes”)

    

    

    Ladies and Gentlemen:

    

    

    This letter relates to $________ principal amount of Notes represented by the offshore [temporary] global note certificate (the “[Temporary] Regulation S Global Note”).  Pursuant to Section 313(3) of the Indenture dated as of April 28, 2020 relating to the Notes (as amended, supplemented, waived or
      otherwise modified, the “Indenture”), we hereby certify that (1) we are the beneficial owner of
      such principal amount of Notes represented by the [Temporary] Regulation S Global Note and (2) we are either (i) a





      Non‐U.S. person to whom the Notes could be transferred in accordance with Rule 903 or 904 of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as
      amended (the “Act”) or (ii) a U.S. person who purchased securities in a transaction that did not
      require registration under the Act.

    

    

    You, the Company, and counsel for the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy
      hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.  Terms used in this certificate have the meanings set forth in Regulation S.

    

    

    

    

    
      	 	Very truly yours,	 
	 	 	 
	 	[Name of Holder]	 
	 	

              	 
	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	 

            	 
	 	 	Authorized Signature	 
	 	 	 	 


    

    

    

    

    

    

    
      C-1

      
        


    

    
    

    

    EXHIBIT D

    

    

    

    

    Form of Regulation S Certificate

    

    

    

    

    WILMINGTON TRUST, NATIONAL ASSOCIATION

    246 Goose Lane, Suite 105

    Guilford, Connecticut 06437

    Attention:  Corporate Trust Department

    

    

    

    

    Re:          US FOODS, INC. (the “Company”)

    

    

    6.250% Senior Secured Notes due 2025 (the “Notes”)

    

    

    Ladies and Gentlemen:

    

    

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

    

    

    1.  The offer of the Notes was not made to a person in the United States (unless such person or the account held by it for which it
      is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k) of Regulation S under the circumstances described in Rule 902(h)(3) of Regulation S) or specifically targeted at an identifiable group of U.S. citizens abroad.

     

    

    2.  Either (a) at the time the buy order was
      originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the
      transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.

     

    

    3.  No directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule
      904(a)(2) of Regulation S, as applicable.

     

    

    4.  The proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.

     

    

    5.  If we are a dealer or a person receiving a selling concession or other fee or remuneration in respect of the Notes, and the
      proposed transfer takes place before end of the distribution compliance period under Regulation S, or we are an officer or director of the Company or a distributor, we certify that the proposed transfer is being made in accordance with the provisions
      of Rules 903 and 904 of Regulation S.

     

    

    6.  If the proposed transfer takes place before the end of the distribution compliance period under Regulation S, the beneficial
      interest in the Notes so transferred will be held immediately thereafter through Euroclear (as defined in such Indenture) or Clearstream (as defined in such Indenture).

    

    

    7.  We have advised the transferee of the transfer restrictions applicable to the Notes.

    

    

    
      D-1

      
        


    

    

    

    You, the Company, and counsel for the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or
      a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.  Terms used in this certificate have the meanings set forth in Regulation S.

    

    

    

    

    
      	 	Very truly yours,	 
	 	 	 
	 	[NAME OF SELLER]	 
	 	

            	 
	 	 	 
	 	 	 	 
	

            	
              By: 

            	  

            	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


    

    

    

    

    

    Date of this Certificate:  _________________, 20__

    

    

    
      D-2

      
        


    

    
    

    

    EXHIBIT E

    

    

    Form of Supplemental Indenture in Respect of Subsidiary Guarantee

    

    

    SUPPLEMENTAL INDENTURE, dated as of [_________] (this “Supplemental Indenture”),





      among [name of Guarantor(s)] (the “New Subsidiary Guarantor(s)”), [name of Company] (the “Company”), and each other then-existing Subsidiary Guarantor under the Indenture
      referred to below (the “Existing Guarantors”), and Wilmington Trust, National Association, as Trustee and Collateral Agent under the Indenture referred to below.

    

    

    W I T N E S S E T H:

    

    

    WHEREAS, the Company, any Existing Guarantors, the Collateral Agent and the Trustee have heretofore become parties to an Indenture, dated as of April
      28, 2020 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of the Notes;

    

    

    WHEREAS, Section 1308 of the Indenture provides that the Company is required to cause (i) each Restricted Subsidiary that is required to become a
      Subsidiary Guarantor pursuant to Section 414 of the Indenture and (ii) each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 414 of the Indenture, to execute and deliver to the Trustee and the
      Collateral Agent a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee the Subsidiary Guaranteed Obligations pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein and in Article XIII of the
      Indenture;

    

    

    WHEREAS, each New Subsidiary Guarantor desires to enter into this Supplemental Indenture for good and valuable consideration, including substantial
      economic benefit in that the financial performance and condition of such New Subsidiary Guarantor is dependent on the financial performance and condition of the Company, the obligations hereunder of which such New Subsidiary Guarantor has guaranteed,
      and on such New Subsidiary Guarantor’s access to working capital through the Company’s access to revolving credit borrowings and term borrowings under the Senior Credit Agreements; and

    

    

    WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the
      Indenture, without the consent of any Holder;

    

    

    NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New
      Subsidiary Guarantors, the Company, the Existing Guarantors, the Collateral Agent and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:

    

    

    1.          Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined.  The words “herein,” “hereof” and “hereby” and other words of
        similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

    

    

    2.          Agreement to Guarantee.  The New Subsidiary Guarantor hereby agrees, jointly and severally with [all] [any] other Existing Subsidiary Guarantors and fully and unconditionally, to guarantee the Subsidiary Guaranteed
        Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article XIII of the Indenture and to be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a
        Subsidiary Guarantor.

    

    

    3.          Termination, Release and Discharge.  The New Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or effect, and the New Subsidiary

    

    

    
      E-1

      
        


    

    

    

    Guarantor shall be released and discharged from all obligations in respect of such Subsidiary Guarantee, as and when provided in Section 1303 of the Indenture.

    

    

    4.          Parties.  Nothing in this Supplemental Indenture is intended or shall be construed to give any Person, other than the Holders, the Collateral Agent and the Trustee, any legal or equitable right, remedy or claim under or in
        respect of the New Subsidiary Guarantor’s Subsidiary Guarantee or any provision contained herein or in Article XIII of the Indenture.

    

    

    5.          Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR
        ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
        SUPPLEMENTAL INDENTURE.

    

    

    6.          Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall
        remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no
        representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.

    

    

    7.          Counterparts.  The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

    

    

    8.          Headings.  The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

    

    

    
      E-2

      
        


    

    

    

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

    

    

    

    

    

    

    
      	 	
              [NAME OF GUARANTOR(S)],

              as Subsidiary Guarantor

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	

            	
              By: 

            	 

            	 
	 	 	Name	 
	 	 	Title	 
	 	 	 	 


    

    

    

    

    
      	 	US FOODS, INC.	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	 

            	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


    

    

    

    

    
      	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent	 
	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	 

            	 
	 	 	Authorized Officer	 
	 	 	 	 


    

    

    

    

    

    

    
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    EXHIBIT F

    

    

    

    

    Form of Certificate from Acquiring Institutional Accredited Investors

    

    

    

    

    WILMINGTON TRUST, NATIONAL ASSOCIATION

    246 Goose Lane, Suite 105

    Guilford, Connecticut 06437

    Attention:  Corporate Trust Department

    

    

    

    

    

    

    

    

    Re:          US FOODS, INC. (the “Company”)

    

    

    6.250% Senior Secured Notes due 2025 (the “Notes”)

    

    

    Ladies and Gentlemen:

    

    

    In connection with our proposed sale of $              aggregate
      principal amount of Notes, we confirm that:

    

    

    1.          We understand that any subsequent transfer of the
        Notes is subject to certain restrictions and conditions set forth in the Indenture dated as of April 28, 2020, relating to the Notes (as amended, supplemented, waived or otherwise modified, the “Indenture”) and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

    

    

    2.          We understand that the Notes have not been registered
        under the Securities Act or any other applicable securities law, and that the Notes may not be offered, sold or otherwise transferred except as permitted in the following sentence.  We agree, on our own behalf and on behalf of any accounts for
        which we are acting as hereinafter stated, that if we should offer, sell, transfer, pledge, hypothecate or otherwise dispose of any Notes within one year after the original issuance of the Notes, we will do so only (A) to the Company, (B) inside the United States to a “qualified institutional buyer” in compliance with Rule 144A under
        the Securities Act, (C) inside the United States to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes to you a signed
        letter substantially in the form of this letter, (D) outside the United States to a foreign person in compliance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available), or (F) pursuant





        to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Notes from us a notice advising such purchaser that resales of the Notes are restricted as stated herein and in the
        Indenture.

    

    

    3.          We understand that, on any proposed transfer of any
        Notes prior to the later of the original issue date of the Notes and the last date the Notes were held by an affiliate of the Company pursuant to paragraphs 2(C), 2(D) and 2(E) above, we will be required to furnish to you and the Company such
        certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed transfer complies with the foregoing restrictions.  We further understand that the Notes purchased by us will bear a
        legend to the foregoing effect.

    

    

    4.          We are an institutional “accredited investor” (as
        defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any

    

    

    
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    accounts for which we are acting are acquiring the Notes for investment purposes and not with a view to, or offer or sale in connection with, any distribution in
      violation of the Securities Act, and we are each able to bear the economic risk of our or its investment.

    

    

    5.          We are acquiring the Notes purchased by us for our own
        account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

    

    

    You, the Company and counsel to the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy
      hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

    

    

    

    

    
      	 	Very truly yours,	 
	 	 	 
	 	(Name of Transferee)	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              

              

            	
              By: 

            	 

            	 
	 	 	Authorized Signature	 
	 	 	 	 


    

    

    

    

    

    

    

    

    

  

   

  

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