Execution Version

INTELLIGENT PACKAGING LIMITED FINCO INC.

and

INTELLIGENT PACKAGING LIMITED CO-ISSUER LLC

as the Co-Issuers

THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

as Guarantors

$485,000,000
6.000% SENIOR SECURED NOTES DUE 2028

_________________________________

INDENTURE

Dated as of September 11, 2020

_________________________________

ANKURA TRUST COMPANY, LLC

as Trustee and Collateral Agent

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as Co-Trustee

_________________________________
 TABLE OF CONTENTS

Page

Article 1
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions. ......................................................................................................................................... 1

Section 1.02 Other Definitions. ............................................................................................................................. 57
Section 1.03 Rules of Construction. ...................................................................................................................... 58
Section 1.04 Limited Condition Transactions. ...................................................................................................... 60
Section 1.05 Certain Calculations under this Indenture. ........................................................................................ 61
Section 1.06 References to Agreements, Laws, Etc. ............................................................................................. 64

Article 2
THE NOTES

Section 2.01 Form and Dating. .............................................................................................................................. 65

Section 2.02 Execution and Authentication. .......................................................................................................... 66
Section 2.03 Registrar and Paying Agent. ............................................................................................................. 67
Section 2.04 Paying Agent to Hold Money in Trust. ............................................................................................. 67
Section 2.05 Holder Lists. ..................................................................................................................................... 67
Section 2.06 Transfer and Exchange. .................................................................................................................... 67
Section 2.07 Replacement Notes. .......................................................................................................................... 77
Section 2.08 Outstanding Notes. ........................................................................................................................... 78
Section 2.09 Treasury Notes. ................................................................................................................................. 78
Section 2.10 Temporary Notes. ............................................................................................................................. 78
Section 2.11 Cancellation. ..................................................................................................................................... 78
Section 2.12 Defaulted Interest. ............................................................................................................................. 79
Section 2.13 CUSIP, ISIN, Common Code Numbers............................................................................................ 79

Article 3
REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee. ............................................................................................................................ 79

Section 3.02 Selection of Notes to Be Redeemed or Purchased. ........................................................................... 79
Section 3.03 Notice of Redemption. ...................................................................................................................... 80
Section 3.04 Effect of Notice of Redemption. ....................................................................................................... 81
Section 3.05 Deposit of Redemption or Purchase Price. ....................................................................................... 81
Section 3.06 Notes Redeemed or Purchased in Part. ............................................................................................. 81
Section 3.07 Optional Redemption. ....................................................................................................................... 81
Section 3.08 Mandatory Redemption. ................................................................................................................... 83
Section 3.09 Special Mandatory Redemption. ....................................................................................................... 83
Section 3.10 Redemption for Tax Reasons. ........................................................................................................... 83
Section 3.11 Offer to Purchase by Application of Excess Proceeds. ..................................................................... 84

Article 4
COVENANTS

Section 4.01 Payment of Notes. ............................................................................................................................. 85

Section 4.02 Maintenance of Office or Agency. .................................................................................................... 86
Section 4.03 Reports. ............................................................................................................................................. 86
Section 4.04 Compliance Certificate. .................................................................................................................... 89
Section 4.05 Taxes. ................................................................................................................................................ 89
Section 4.06 Stay, Extension and Usury Laws. ..................................................................................................... 89

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Section 4.07 Restricted Payments. ......................................................................................................................... 89

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. ................................. 97
Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Stock or Preferred Stock. ........................ 99
Section 4.10 Asset Sales. .....................................................................................................................................106
Section 4.11 Transactions with Affiliates. ........................................................................................................... 110
Section 4.12 Liens. .............................................................................................................................................. 113
Section 4.13 [Reserved]. ...................................................................................................................................... 114
Section 4.14 Offer to Repurchase Upon Change of Control. ............................................................................... 114
Section 4.15 Additional Amounts. ....................................................................................................................... 115
Section 4.16 Future Guarantees. .......................................................................................................................... 118
Section 4.17 Designation of Restricted Subsidiaries and Unrestricted Subsidiaries. .......................................... 118
Section 4.18 [Reserved]. ...................................................................................................................................... 119
Section 4.19 Changes in Covenants When Notes Rated Investment Grade. ....................................................... 119
Section 4.20 Holding Company Covenants. ........................................................................................................ 120
Section 4.21 After-Acquired Property. ................................................................................................................ 120
Section 4.22 Post-Issue Date Collateral. .............................................................................................................. 121

Article 5
SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of Assets. ....................................................................................... 122

Section 5.02 Successor Corporation Substituted. ................................................................................................ 123

Article 6
DEFAULTS AND REMEDIES

Section 6.01 Events of Default. ........................................................................................................................... 124

Section 6.02 Acceleration. ................................................................................................................................... 126
Section 6.03 Other Remedies. ............................................................................................................................. 126
Section 6.04 Waiver of Past Defaults. ................................................................................................................. 127
Section 6.05 Control by Majority. ....................................................................................................................... 127
Section 6.06 Limitation on Suits.......................................................................................................................... 127
Section 6.07 Rights of Holders of Notes to Receive Payment. ............................................................................ 128
Section 6.08 Collection Suit by Co-Trustees. ...................................................................................................... 128
Section 6.09 Restoration of Rights and Remedies. .............................................................................................. 128
Section 6.10 Co-Trustees May File Proofs of Claim. .......................................................................................... 128
Section 6.11 Priorities.......................................................................................................................................... 129
Section 6.12 Undertaking for Costs. .................................................................................................................... 129

Article 7
CO-TRUSTEES

Section 7.01 Duties of Co-Trustees. .................................................................................................................... 129

Section 7.02 Rights of Co-Trustees. .................................................................................................................... 130
Section 7.03 Individual Rights of Trustee. .......................................................................................................... 132
Section 7.04 Trustee’s Disclaimer. ...................................................................................................................... 132
Section 7.05 Notice of Defaults. .......................................................................................................................... 132
Section 7.06 [Reserved]. ...................................................................................................................................... 132
Section 7.07 Compensation and Indemnity. ........................................................................................................ 132
Section 7.08 Replacement of Trustee and Co-Trustee. ........................................................................................ 133
Section 7.09 Successor Trustee or Co-Trustee by Merger, etc. ........................................................................... 134
Section 7.10 Eligibility; Disqualification. ........................................................................................................... 134
Section 7.11 Security Documents; Intercreditor Agreements. ............................................................................. 134
Section 7.12 Anti-Money Laundering. ................................................................................................................ 134
Section 7.13 Limitation on Duty of Co-Trustees in Respect of Collateral; Indemnification. .............................. 135

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Section 7.14 Joint Trustees. ................................................................................................................................. 135

Article 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance and Covenant Defeasance. ...................................................... 135
Section 8.02 Legal Defeasance and Discharge. ................................................................................................... 135
Section 8.03 Covenant Defeasance. ..................................................................................................................... 136
Section 8.04 Conditions to Legal or Covenant Defeasance. ................................................................................ 136
Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions. ................................................................................................................................. 138
Section 8.06 Repayment to the Co-Issuers. ......................................................................................................... 138
Section 8.07 Reinstatement. ................................................................................................................................ 138

Article 9
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes. ............................................................................................ 139

Section 9.02 With Consent of Holder of Notes. .................................................................................................. 140
Section 9.03 Net Short Holders. .......................................................................................................................... 142
Section 9.04 Revocation and Effect of Consents. ................................................................................................ 143
Section 9.05 Notation on or Exchange of Notes. ................................................................................................. 143
Section 9.06 Co-Trustees to Sign Amendments, etc. ........................................................................................... 143

Article 10
NOTE GUARANTEES

Section 10.01 Guarantee. ....................................................................................................................................... 144

Section 10.02 Limitation on Guarantor Liability. .................................................................................................. 145
Section 10.03 Execution and Delivery of Note Guarantee. ................................................................................... 145
Section 10.04 Guarantors May Consolidate, etc., on Certain Terms. .................................................................... 146
Section 10.05 Releases. ......................................................................................................................................... 147
Section 10.06 Independent Obligation................................................................................................................... 147

Article 11
SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge. ............................................................................................................. 148

Section 11.02 Application of Trust Money............................................................................................................ 148

Article 12
COLLATERAL

Section 12.01 The Collateral. ................................................................................................................................ 149

Section 12.02 Release of Collateral. ......................................................................................................................150
Section 12.03 Suits to Protect the Collateral. ........................................................................................................ 151
Section 12.04 Authorization of Receipt of Funds by the Co-Trustees Under the Security Documents. ............... 151
Section 12.05 Purchaser Protected.........................................................................................................................151
Section 12.06 Powers Exercisable by Receiver or Trustee. ................................................................................... 151
Section 12.07 Release Upon Termination of the Co-Issuers’ Obligations. ........................................................... 151
Section 12.08 Collateral Agent. ............................................................................................................................. 152
Section 12.09 Junior Lien Priority Intercreditor Agreements. ............................................................................... 158

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Article 13
MISCELLANEOUS

Section 13.01 [Reserved]. ...................................................................................................................................... 158

Section 13.02 Notices ............................................................................................................................................ 158
Section 13.03 [Reserved]. ...................................................................................................................................... 160
Section 13.04 Certificate and Opinion as to Conditions Precedent. ...................................................................... 160
Section 13.05 Statements Required in Certificate or Opinion. .............................................................................. 160
Section 13.06 Rules by Co-Trustees and Agents. .................................................................................................. 160
Section 13.07 No Personal Liability of Directors, Officers, Employees and Equity Holders, including
Members. ................................................................................................................................... 160
Section 13.08 Governing Law. .............................................................................................................................. 161
Section 13.09 Consent to Jurisdiction; Agent for Service. .................................................................................... 161
Section 13.10 No Adverse Interpretation of Other Agreements. ........................................................................... 161
Section 13.11 Successors. ...................................................................................................................................... 161
Section 13.12 Severability. .................................................................................................................................... 161
Section 13.13 Intercreditor Agreements. ............................................................................................................... 161
Section 13.14 Counterpart Originals. .................................................................................................................... 162
Section 13.15 Table of Contents, Headings, etc. ................................................................................................... 162
Section 13.16 Privacy ............................................................................................................................................ 162
Section 13.17 Force Majeure. ................................................................................................................................ 163
Section 13.18 Waiver of Jury Trial........................................................................................................................ 163
Section 13.19 Foreign Account Tax Compliance Act (FATCA). .......................................................................... 163

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 EXHIBITS

Exhibit A FORM OF RULE 144A AND REGULATION S GLOBAL NOTE

Exhibit B FORM OF CERTIFICATE OF TRANSFER
Exhibit C FORM OF CERTIFICATE OF EXCHANGE
Exhibit D FORM OF NOTATION OF GUARANTEE
Exhibit E FORM OF SUPPLEMENTAL INDENTURE
Exhibit F FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP
Exhibit G AGREED SECURITY PRINCIPLES
Exhibit H FORM OF ABL/CASH FLOW INTERCREDITOR AGREEMENT
Exhibit I FORM OF FIRST LIEN INTERCREDITOR AGREEMENT

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 INDENTURE dated as of September 11, 2020 among Intelligent Packaging Limited Co-Issuer LLC, a Del-
aware limited liability company (“IPL Co-Issuer”), Intelligent Packaging Limited Finco Inc., a corporation existing
under the laws of Canada (“IPL Finco”, and collectively with IPL Co-Issuer, the “Co-Issuers”), Intelligent Packag-
ing Sub Limited Partnership, a limited partnership governed by the laws of Ontario, Canada (the “Parent Guaran-
tor”), the Guarantors (as defined herein) party hereto from time to time, Ankura Trust Company, LLC as trustee (in
such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”), and Computershare
Trust Company of Canada, as co-trustee (the “Co-Trustee”, and together with the Trustee, the “Co-Trustees”).

The Co-Issuers, the Parent Guarantor, the Guarantors, the Trustee, the Collateral Agent and the Co-Trustee
agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein)
of (i) the 6.000% Senior Secured Notes due 2028 (the “Initial Notes”) and (ii) any additional Notes (“Additional
Notes” and, together with the Initial Notes, the “Notes”) that may be issued after the Issue Date:

ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

“ABL/Cash Flow Intercreditor Agreement” means the ABL Intercreditor Agreement, to be dated as of the
Completion Date, substantially in the form attached as Exhibit H hereto among the Parent Guarantor, the Co-Issuers,
the other grantors party thereto, the Collateral Agent and the ABL Collateral Agent, as may be amended, amended
and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof,
including pursuant to any joinder agreements thereto.

“ABL Administrative Agent” means the administrative agent for the ABL Secured Parties, together with its
successors or co-agents in substantially the same capacity as may from time to time be appointed pursuant to the
ABL Credit Agreement. Initially, the ABL Administrative Agent shall be Bank of America, N.A.

“ABL Cash Management Agreement” means any (i) “Secured Cash Management Agreement” (as shall be
defined in the ABL Credit Agreement or any comparable term in any other ABL Obligations Document) and (ii)
other agreement, document or instrument between any Grantor or any subsidiary of any Grantor and any ABL Obli-
gations Secured Party (as defined in the ABL/Cash Flow Intercreditor Agreement) (A) pursuant to which such ABL
Obligations Secured Party (as defined in the ABL/Cash Flow Intercreditor Agreement) provides Cash Management
Services to any Grantor or any subsidiary of any Grantor and (B) with respect to which the obligations thereunder
constitute ABL Obligations in accordance with the applicable ABL Obligations Document.

“ABL Cash Management Obligations” means any and all obligations of any Grantor or any subsidiary of
any Grantor under any ABL Cash Management Agreement.

“ABL Collateral Agent” means the collateral agent for the ABL Secured Parties, together with its succes-
sors or co-agents in substantially the same capacity as may from time to time be appointed pursuant to the ABL
Credit Agreement. Initially, the ABL Collateral Agent shall be Bank of America, N.A.

“ABL Credit Agreement” means that certain credit agreement with respect to the asset-based revolving
credit facility entered into on the Completion Date by and among the Co-Issuers and the other borrowers party
thereto, Bank of America, N.A., as administrative agent, and the lenders, agents and other parties party thereto, and
including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection
therewith, and, in each case, as amended, restated, supplemented, waived, renewed or otherwise modified from time
to time, and (if designated by the Parent Guarantor) as replaced (whether or not upon termination, and whether with
the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to
time, including (if designated by the Parent Guarantor) any agreement or indenture or commercial paper facilities
with banks or other institutional lenders or investors extending the maturity thereof, refinancing, replacing or other-
wise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or inden-
tures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount
loaned or issued thereunder permitted under Section 4.09 or altering the maturity thereof or adding Restricted Sub-
sidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or
group of lenders.

“ABL Financing Documents” means the “ABL Obligations Documents” as defined in the ABL/Cash Flow
Intercreditor Agreement.

“ABL Obligations” means all “Secured Obligations” (as such term shall be defined in the ABL Credit
Agreement) of the Co-Issuers and the other borrowers and each Guarantor from time to time including any and all
obligations outstanding under, and all other obligations in respect of, any ABL Obligations Documents, to pay prin-
cipal, premium (if any), interest (including post-petition claims accruing after the commencement of any insolvency
or liquidation proceedings, regardless of whether or not allowed or allowable in such proceeding), penalties, fees,
indemnifications, reimbursements (including reimbursement obligations with respect to any letters of credit and
bankers’ acceptance), damages and other liabilities payable under or in connection with the ABL Obligations Docu-
ments. For the avoidance of doubt, ABL Obligations shall include ABL Cash Management Obligations and ABL
Swap Obligations

“ABL Obligations Collateral Documents” means, collectively, the ABL Credit Agreement, any of the other
“Collateral Documents” (or comparable terms) as shall be defined in the ABL Credit Agreement and any other doc-
uments now existing or entered into after the date hereof that grant Liens on any assets or properties of any Grantor
to secure any ABL Obligations.

“ABL Obligations Documents” means, collectively, the documentation in respect of the ABL Obligations,
including the ABL Credit Agreement, the ABL Obligations Collateral Documents, the ABL Cash Management
Agreements, the ABL Swap Contracts, and any other “Loan Documents” or comparable terms as shall be defined in
the ABL Credit Agreement. “ABL Priority Collateral” has the meaning assigned to such term in the ABL/Cash
Flow Intercreditor Agreement.

“ABL Secured Parties” means, at any time, the Persons holding any ABL Obligations, including the ABL
Collateral Agent.

“ABL Swap Contract” means any (i) “Secured Hedge Agreement” (as shall be defined in the ABL Credit
Agreement or any comparable term in any other ABL Obligations Document) and (ii) other Swap Contract between
any Grantor or any subsidiary of any Grantor and any ABL Secured Party the obligations under which constitute
ABL Obligations in accordance with the applicable ABL Obligations Document.

“ABL Swap Obligations” means any and all obligations of any Grantor or any subsidiary of any Grantor
under any ABL Swap Contract.

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

(1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or
amalgamated with or into, or became a Restricted Subsidiary of, such specified Person, including Indebtedness in-
curred by such Person in connection with, or in contemplation of, such other Person merging, amalgamating or con-
solidating with or into, or becoming a Restricted Subsidiary of, such specified Person; provided, however, that any
Indebtedness of such acquired Person that is redeemed, defeased, retired or otherwise repaid at the time of or imme-
diately upon consummation of the transactions by which such Person merges with or into, consolidates, amalgam-
ates or otherwise combines with or becomes a Subsidiary of such Person shall not be considered to be Acquired
Debt; and

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

“Additional First Lien Obligations” means any Indebtedness having Pari Passu Lien Priority relative to the
Note Obligations with respect to the Collateral and is not secured by any other assets, except to the extent permitted
by any applicable Intercreditor Agreement then in effect; provided that an authorized representative of the holders of

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such Indebtedness shall have executed a joinder to each of the applicable Intercreditor Agreements then in effect, or
if no First Lien Intercreditor Agreement is then in effect, the First Lien Intercreditor Agreement and a joinder to the
ABL/Cash Flow Intercreditor Agreement.

“Additional First Lien Secured Parties” means the holders of any Additional First Lien Obligations and any
trustee, authorized representative or agent of such Additional First Lien Obligations.

“Additional Fixed Asset Obligations” means any Additional First Lien Obligations and any Permitted Jun-
ior Lien Obligations.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,”
as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under com-
mon control with” have correlative meanings.

“Agreed Security Principles” means the agreed security principles with respect to the guarantees to be
given by Non-North American Subsidiaries and/or the Non-North American Collateral appended as Exhibit G to this
Indenture.

“AHYDO Payment” means any mandatory prepayment or redemption pursuant to the terms of any Indebt-
edness that is intended or designed to cause such Indebtedness not to be treated as an “applicable high yield discount
obligation” within the meaning of Section 163(i) of the U.S. IRC.

“Amalco” means the Canadian company resulting from the amalgamation of IPL Plastics Inc., a corpora-
tion governed by the laws of Canada, and IPL Inc., a corporation governed by the laws of Quebec, Canada.

“Applicable Lien” means (x) any Lien on the Collateral created pursuant to any First Lien Security Docu-
ments and (y) any Lien on the Collateral created pursuant to any ABL Financing Document.

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

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

(2) the excess of (to the extent positive):

(a) the present value at such redemption date of (i) the redemption price of the Note at September 15,
2022 (such redemption price being set forth in the table appearing in Section 3.07 and Section 5 of such Note), plus
(ii) all required interest payments due on the Note through September 15, 2022 (excluding accrued but unpaid inter-
est (if any) to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption
date plus 50 basis points; over

(b) the outstanding principal amount of the Note.

Calculation of the Applicable Premium will be made by the Parent Guarantor or on behalf of the Co-Issuers
by such Person as the Parent Guarantor shall designate; provided that such calculation or the correctness thereof
shall not be a duty or obligation of the Co-Trustees.

“Approved Bank” has the meaning specified in clause (c) of the definition of “Cash Equivalents.”

“Arrangement” means the arrangement under Section 192 of the Canada Business Corporations Act made
in accordance with and pursuant to the terms of the Arrangement Agreement.

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 “Arrangement Agreement” means the Arrangement Agreement made as of July 28, 2020, by and among
IPL Plastics Inc., a corporation governed by the laws of Canada, North Acquireco and the Parent Guarantor.

“Arrangement Transactions” means the consummation of the Arrangement, the issuance of the Notes under
this Indenture, the entry into the Escrow Agreement, the entry into the ABL Credit Agreement, the contribution of
approximately $213.4 million of new equity capital from the Equity Commitment Parties and the reinvestment of
approximately $70.8 million of proceeds from the Arrangement by the Co-Investor, any Hedging Obligations that
terminate substantially concurrent with or promptly following the Completion Date, any Permitted Reorganization,
and the payment of related premiums, fees, amounts (including in respect of the exercise of dissent rights) and ex-
penses, and all related transactions.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights by the Parent Guarantor or
any of its Restricted Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially
all of the assets of the Parent Guarantor and its Restricted Subsidiaries taken as a whole will be governed by Section
4.14 and/or Section 5.01 and not by the provisions of Section 4.10; and

(2) the issuance of Equity Interests (other than directors’ qualifying shares or shares or interests re-
quired to be held by foreign nationals or third parties to the extent required by applicable law or any Preferred Stock
or Disqualified Stock of a Restricted Subsidiary of the Parent Guarantor issued in compliance with the provisions of
Section 4.09 by any of the Parent Guarantor’s Restricted Subsidiaries or the sale by the Parent Guarantor or any of
its Restricted Subsidiaries of Equity Interests in any of the Parent Guarantor’s Restricted Subsidiaries.

Notwithstanding the foregoing, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction that involves assets, properties or Equity Interests having a Fair Market
Value of less than the greater of (x) $10.00 million and (y) 10% of LTM EBITDA;

(2) a transfer of assets between or among the Parent Guarantor and its Restricted Subsidiaries;

(3) an issuance or sale of Equity Interests by a Restricted Subsidiary of the Parent Guarantor to the
Parent Guarantor or to another Restricted Subsidiary of the Parent Guarantor;

(4) the sale, lease or other transfer of products, equipment, inventory, services or accounts receivable
in the ordinary course of business, the discount or forgiveness of accounts receivable or the conversion of accounts
receivable into notes receivable in connection with the collection or compromise thereof, the disposition of a busi-
ness not comprising the disposition of an entire line of business and any sale or other disposition of surplus, dam-
aged, worn-out or obsolete assets in the ordinary course of business, the sale of property no longer used or useful in
the conduct of the business of the Parent Guarantor or any of its Restricted Subsidiaries (including the abandonment
or other disposition of intellectual property that is, in the reasonable judgment of the Parent Guarantor, no longer
economically practicable or commercially reasonable to maintain or used or useful in any material respect, taken as
a whole, in the conduct of the business of the Parent Guarantor and its Restricted Subsidiaries taken as whole) and
dispositions to landlords of improvements made to leased real property pursuant to customary terms of leases en-
tered into in the ordinary course of business;

(5) licenses and sublicenses by the Parent Guarantor or any of its Restricted Subsidiaries of software
or intellectual property;

(6) any surrender, termination or waiver of contract rights or settlement, release, waiver of, recovery
on or surrender of contract, tort or other claims of any kind;

(7) the granting of Liens not prohibited by Section 4.12;

(8) the sale or other disposition of cash, Cash Equivalents or Investment Grade Securities;

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 (9) a Restricted Payment that does not violate Section 4.07 or a Permitted Investment or Section 5.01;

(10) leases and subleases and licenses and sublicenses by the Parent Guarantor or any of its Restricted
Subsidiaries of real or personal property in the ordinary course of business;

(11) any liquidation or dissolution of a Restricted Subsidiary of the Parent Guarantor, provided that
such Restricted Subsidiary’s direct parent is also either the Parent Guarantor or a Restricted Subsidiary of the Parent
Guarantor and immediately becomes the owner of such Restricted Subsidiary’s assets;

(12) transfers, sales, leases, assignments, exchanges, conveyances or other dispositions of accounts re-
ceivable in one or more transactions from Foreign Subsidiaries of the Parent Guarantor to a third party not to exceed
$10.00 million in any fiscal year;

(13) any financing transaction with respect to property built, acquired, replaced, repaired or improved
(including any reconstruction, refurbishment, renovation and/or development of real property) by the Parent Guaran-
tor or any Restricted Subsidiary of the Parent Guarantor after the Completion Date, including, without limitation,
Sale/Leaseback Transactions and Securitization Transactions permitted by this Indenture;

(14) the sale or discount (with or without recourse) or the granting of any option or other right to pur-
chase, lease or otherwise acquire inventory, notes and delinquent accounts receivable in the ordinary course of busi-
ness;

(15) any issuance, sale, pledge or other disposition of Equity Interests in, or Indebtedness or other secu-
rities of, an Unrestricted Subsidiary;

(16) the sale, transfer, termination or other disposition of Hedging Obligations incurred in compliance
with this Indenture or the partial or total unwinding of any Cash Management Services or Hedging Obligations in-
curred in compliance with this Indenture;

(17) sales of assets received by the Parent Guarantor or any of its Restricted Subsidiaries upon the fore-
closure on a Lien;

(18) any disposition of Securitization Assets or Receivables Assets, or participations therein, in con-
nection with any Qualified Securitization Transaction or Qualified Receivables Facility;

(19) any trade-in of equipment by the Parent Guarantor or any Restricted Subsidiary of the Parent
Guarantor in exchange for other equipment; provided that in the good faith judgment of the Parent Guarantor or
such Restricted Subsidiary the equipment being received has a Fair Market Value equal or greater than the equip-
ment being traded in;

(20) dispositions arising from foreclosures, condemnations, expropriations, eminent domain, seizure,
nationalization or any similar action with respect to assets, and dispositions of property subject to casualty events
(including, without limitation, resulting from any involuntary loss or damage to or destruction of any property or
assets of the Parent Guarantor or any Restricted Subsidiary);

(21) the termination of leases and subleases in the ordinary course of business;

(22) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding
any boot thereon) for use in a Permitted Business;

(23) dispositions of Investments (including Equity Interests) in joint ventures to the extent required by,
or made pursuant to, customary buy/sell arrangements or rights of first refusal between the joint venture parties set
forth in joint venture arrangements and similar binding arrangements;

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 (24) any exchange of assets for Related Business Assets (including a combination of Related Business
Assets and a de minimis amount of cash or Cash Equivalents) of comparable or greater market value than the assets
exchanged, as determined in good faith by the Parent Guarantor;

(25) any Sale/Leaseback Transaction of any property acquired or built after the Completion Date; pro-
vided that such sale is for at least Fair Market Value;

(26) the surrender or waiver of obligations of trade creditors or customers or other contract rights that
were incurred in the ordinary course of business of the Parent Guarantor or any Restricted Subsidiary of the Parent
Guarantor, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insol-
vency of any trade creditor or customer or compromise, settlement, release or surrender of a contract, tort or other
litigation claim, arbitration or other disputes;

(27) dispositions of property to the extent that (i) such property is exchanged for credit against the pur-
chase price of similar replacement property or (ii) the proceeds of such Asset Sale are applied within 90 days of such
disposition to the purchase price of such replacement property (which replacement property is purchased within 90
days of such disposition);

(28) transfers, sales, leases, assignments, exchanges, conveyances or other dispositions in connection
with a Permitted Reorganization or IPO Reorganization Transaction;

(29) cancellation of Indebtedness owing to the Parent Guarantor or any Restricted Subsidiary from
members of management of the Parent Guarantor, any Parent Company or any of the Parent Guarantor’s Restricted
Subsidiaries in connection with a repurchase or redemption of Capital Stock of any Parent Company; and

(30) dispositions of assets not constituting Collateral;

(31) any dispositions existing on, or made pursuant to binding commitments, agreements or arrange-
ments existing on the Completion Date;

(32) dispositions (i) of non-core assets acquired in connection with Permitted Acquisitions or any other
acquisition or Permitted Investment; provided that the aggregate amount of such sales shall not exceed 25% of the
Fair Market Value of the acquired entity or business, (ii) made to satisfy the Parent Guarantor’s or any of its Re-
stricted Subsidiary’s obligations under any non-compete agreement or (iii) made to obtain the approval of any anti-
trust authority;

(33) the Parent Guarantor and any of its Restricted Subsidiaries may (i) terminate or otherwise collapse
its cost-sharing agreements with the Parent Guarantor or any Subsidiary and settle any crossing payments in connec-
tion therewith or (ii) surrender, terminate or waive contractual rights and settle or waive contractual or litigation
claims; and

(34) any issuance of Equity Interests in any Restricted Subsidiary to any officer, director, consultant,
advisor, service provider or employee of the Parent Guarantor or any of its Restricted Subsidiaries in respect of ser-
vices provided to the Parent Guarantor or any such Restricted Subsidiary in the ordinary course of business ap-
proved by the Board of Directors of the Parent Guarantor;

“Authorized Representative” has the meaning assigned to such term in the First Lien Intercreditor Agree-
ment.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Bankruptcy Law” means the Bankruptcy Code, the CCAA, the BIA and any similar federal, state, provin-
cial, territorial or foreign bankruptcy, insolvency or receivership law for the relief of debtors, including common
law, from time to time in effect in respect of voluntary or involuntary insolvency, liquidation, dissolution, wind-up,

-6-
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, reor-
ganization, arrangement or debtor relief.

“Basket” means any amount, threshold, exception or value (including by reference to the Consolidated First
Lien Debt Ratio, the Consolidated Senior Secured Debt Ratio, the Consolidated Total Debt Ratio, the Fixed Charge
Coverage Ratio, Consolidated EBITDA or LTM EBITDA) permitted or prescribed with respect to any Lien, Indebt-
edness, Asset Sale, Investment, Restricted Payment, transaction, action, judgment or amount under any provision in
this Indenture.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Ex-
change Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in
Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities
that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is cur-
rently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially
Owned” have a corresponding meaning.

“BIA” means the Bankruptcy and Insolvency Act (Canada), as amended, modified or supplemented, from
time to time.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof
duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling
committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Borrowing Base” means, as of any date, an amount equal to: (x) 90% of the book value of all accounts
receivable owned by the Parent Guarantor and its Restricted Subsidiaries as of the end of the most recent fiscal quar-
ter preceding such date; plus (y) 75% of the book value of all inventory owned by the Parent Guarantor and its Re-
stricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date, all calculated on a consoli-
dated basis and in accordance with IFRS.

“Broker-Dealer Regulated Subsidiary” means any Subsidiary of the Parent Guarantor that is registered as a
broker-dealer under the Exchange Act or any other applicable laws in the United States or any other applicable juris-
diction requiring such registration.

“Business Day” shall mean any day except Saturday, Sunday and any day which shall be in New York,
New York, the United States or in the jurisdiction of the place of payment a legal holiday or a day on which banking
institutions are authorized or required by law or other government action to close.

“Canadian Guarantor” means any Guarantor that was formed under the laws of Canada or any province or
territory thereof.

“Canadian PPSA” means the Personal Property Security Act (Ontario) and the Regulations thereunder;
provided that if the attachment, perfection (or opposability against third parties in the case of Quebec) or non-perfec-
tion, effect of perfection (or opposability against third parties in the case of Quebec) or priority of any Lien in any
Collateral is governed by the personal property security laws or other applicable legislation in effect in any Canadian
jurisdiction other than Ontario, “Canadian PPSA” shall mean those personal property laws or such other applicable
legislation in effect in such other jurisdiction in Canada (including the Civil Code of Québec for the Province of
Québec and the regulation respecting the register of personal and movable real rights thereunder), for the purpose of

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the provisions hereof relating to such attachment, perfection (or opposability against third parties in the case of Que-
bec), effect of perfection (or opposability against third parties in the case of Quebec) or priority and for the defini-
tions related to such provisions.

“Canadian Restricted Subsidiary” means any Restricted Subsidiary of the Parent Guarantor that was
formed under the laws of Canada or any province or territory thereof.

“Canadian Taxes” means Taxes imposed or levied by or on behalf of the government of Canada or any
province or territory of Canada.

“Capitalized Leases” means all leases that have been or are required to be, in accordance with IFRS, rec-
orded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized
Lease shall be the amount thereof accounted for as a liability in accordance with IFRS (subject to accounting princi-
ples to be set forth in this Indenture).

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

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability
in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a
balance sheet (excluding the footnotes thereto) prepared in accordance with IFRS (subject to accounting principles
to be set forth in this Indenture).

“Capital Stock” means:

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

(2) in the case of an association or business entity, any and all shares, interests, participations, rights
or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership, partnership interests (whether general or limited);

(4) in the case of a limited liability company, membership interests; and

(5) any other interest or participation that confers on a Person the right to receive a share of the profits
and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt secu-
rities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capi-
tal Stock.

“Captive Insurance Subsidiary” means any Subsidiary of the Parent Guarantor that is subject to regulation
as an insurance company and provides insurance to the Parent Guarantor or its Restricted Subsidiaries.

“Cash” means, for purposes of certain agreements between and/or among certain Permitted Holders, the
Parent Guarantor and/or their respective affiliates (as applicable), cash and the defined term “Cash Equivalents.”

“Cash Contribution Amount” means the aggregate amount of cash contributions made to the common eq-
uity capital of the Parent Guarantor or any Restricted Subsidiary described in the definition of “Contribution Indebt-
edness.”

“Cash Equivalents” means:

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 (a) (1) U.S. dollars, Sterling, Canadian dollars or Euros or any national currency of any participating
member state of the Economic and Monetary Union; and (2) in the case of any non-Domestic Restricted Subsidiary
or any jurisdiction in which the Parent Guarantor or any of its Restricted Subsidiaries conducts business, such local
currencies held by it from time to time in the ordinary course of business and not for speculation;

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the United
States, the United Kingdom, Canada or any country that is a participating member state of the Economic and Mone-
tary Union governments or any agencies or instrumentality thereof the securities of which are guaranteed as a full
faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(c) time deposits, eurodollar time deposits or demand deposits with, insured certificates of deposit,
bankers’ acceptances or overnight bank deposits of, or letters of credit issued by, any commercial bank that (i) is a
lender under any Credit Agreement or (ii) (A) is organized under the laws of any Covered Jurisdiction or any mem-
ber nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of
a bank holding company organized under the laws of any Covered Jurisdiction or any member nation of the Organi-
zation for Economic Cooperation and Development and is a member of the United States Federal Reserve System or
equivalent organization in such other jurisdiction, and (B) has combined capital and surplus of at least $250,000,000
(any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with maturities not ex-
ceeding 24 months from the date of acquisition thereof;

(d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent
company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation (other than structured
investment vehicles and other than corporations used in structured financing transactions) rated A-2 (or the equiva-
lent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s (or, if at any time neither
Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statisti-
cal rating agency selected by the Parent Guarantor), in each case with average maturities of not more than 24 months
from the date of acquisition thereof;

(e) marketable short-term money market and similar funds having a rating of at least P-2 (or the
equivalent thereof) or A-2 (or the equivalent thereof) from either Moody’s or S&P, respectively (or, if at any time
neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized
statistical rating agency selected by the Parent Guarantor);

(f) repurchase obligations for underlying securities of the types described in clauses (b), (c) and (e)
above entered into with any Approved Bank;

(g) securities with average maturities of 24 months or less from the date of acquisition issued or fully
guaranteed (i) by any country, state, commonwealth, province or territory of any Covered Jurisdiction, or by any
political subdivision or taxing authority of any such country, state, commonwealth, province or territory thereof or
by (ii) any foreign government (other than of a Covered Jurisdiction), in each case, having an investment grade rat-
ing from either S&P or Moody’s (or the equivalent thereof) (or, if at any time neither Moody’s nor S&P shall be rat-
ing such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the
Parent Guarantor);

(h) Investments with average maturities of 12 months or less from the date of acquisition in money
market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better
by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from
another nationally recognized statistical rating agency selected by the Parent Guarantor);

(i) securities with maturities of 12 months or less from the date of acquisition backed by standby let-
ters of credit issued by any Approved Bank;

(j) instruments equivalent to those referred to in clauses (a) through (i) above denominated in any
currency comparable in credit quality and tenor to U.S. dollars and those other currencies referred to above and cus-

-9-
tomarily used by corporations for cash management purposes in any jurisdiction outside the United States to the ex-
tent reasonably required in connection with any business conducted by the Parent Guarantor or any of its Restricted
Subsidiaries;

(k) Investments, classified in accordance with IFRS as current assets of the Parent Guarantor or any of
its Restricted Subsidiaries, in money market investment programs which are registered under the Investment Com-
pany Act of 1940 (or any similar applicable Law in any applicable Covered Jurisdiction) or which are administered
by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are lim-
ited such that substantially all of such Investments are of the character, quality and maturity described in clauses (a)
through (j) of this definition;

(l) investment funds investing substantially all of their assets in securities of the types described in
clauses (a) through (k) above; and

(m) solely with respect to any Captive Insurance Subsidiary, any investment that the Captive Insurance
Subsidiary is not prohibited to make in accordance with applicable Law.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other
than those specified in clause (a) above; provided that, except for amounts used to pay non-U.S. dollar-denominated
obligations of the Parent Guarantor or any of their Restricted Subsidiaries in the ordinary course of business, such
amounts are converted into any currency listed in clause (a) above as promptly as practicable and in any event
within ten (10) Business Days following the receipt of such amounts.

“Cash Management Services” means any of the following services, and any agreement or other arrange-
ment governing the provision of the same, to the extent not constituting a line of credit (other than an overnight draft
facility that is not in default): automated clearing house transactions, treasury, depository, credit or debit card, pur-
chasing card (including so-called “procurement cards” or “P-cards”), stored value card, automated clearinghouse,
returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade fi-
nance services, electronic fund transfer services and/ or cash management services, including, without limitation,
controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit, zero balance and other
accounts and merchant services or other cash management arrangements in the ordinary course of business.

“CCAA” means the Companies’ Creditors Arrangement Act (Canada), as amended, modified or supple-
mented, from time to time.

“CFC” means a controlled foreign corporation within the meaning of Section 957 of the Code.

“CFC Holdco” means any U.S. Subsidiary if it has no material assets other than the Equity Interests (in-
cluding any Indebtedness treated as equity for U.S. federal income tax purposes) and, if applicable, Indebtedness
(and any cash or Cash Equivalents related thereto) of one or more non-U.S. Subsidiaries of any Parent Guarantor
U.S. Subsidiary that are CFCs.

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

(1) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act, but
excluding any employee benefit plan and any person or entity acting in its capacity as trustee, agent or other fiduci-
ary or administrator of any such plan), other than one or more Permitted Holders, acquires beneficial ownership of
Voting Stock of the Parent Guarantor representing more than 50% of the aggregate ordinary voting power for the
election of directors of the Parent Guarantor (determined on a fully diluted basis);

(2) the sale, lease or transfer (other than by way of merger, amalgamation, arrangement consolidation
or other business combination transaction), in one or a series of related transactions, of all or substantially all of the
assets of the Parent Guarantor and its Subsidiaries, taken as a whole, to any Person, other than the Parent Guarantor
or any of its Restricted Subsidiaries, other than one or more Permitted Holders; or

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 (3) the Co-Issuers cease to be directly or indirectly wholly-owned by the Parent Guarantor.

“Co-Investor” means Caisse de dépôt et placement du Québec and any of its Affiliates, limited partners or
funds or partnerships managed or advised by its or any of its Affiliates or limited partners, but not including, how-
ever, any portfolio company or any of the foregoing.

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

“Collateral” means all of the assets and property of the Co-Issuers or any Guarantor, whether real, personal
or mixed securing or purported to secure any Notes Obligations, excluding, for the avoidance of doubt, any Ex-
cluded Assets.

“Collateral Agent” means Ankura Trust Company, LLC, as collateral agent for the Notes Secured Parties
under the Security Documents and any successor pursuant to the provisions of this Indenture and the Security Docu-
ments.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act, or if at any time after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Securities Act, the Exchange Act and the Trust Indenture Act
then the body performing such duties at such time.

“Completion Date” means the date of the consummation of the Arrangement Transactions.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period,
the total amount of depreciation and amortization expense of such Person and its Restricted Subsidiaries, including
the amortization or write-off of (a) intangible assets and non-cash organization costs, (b) deferred financing fees,
debt issuance costs, commissions, fees and expenses, bridge, commitment and other financing fees, discounts, yield
and other fees and charges, (c) unrecognized prior service costs and actuarial gains and losses related to pensions
and other post-employment benefits, (d) Capitalized Software Expenditures, capitalized customer acquisition costs
and incentive payments and capitalized conversion costs and contract acquisition costs and (e) favorable or unfavor-
able lease assets or liabilities of such Person and its Restricted Subsidiaries, for such period on a consolidated basis
and otherwise determined in accordance with IFRS.

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

(a) increased (without duplication) by the following, in each case (other than in the case of clauses
(a)(vii), (ix) and (xi) below) to the extent deducted (and not added back) in determining Consolidated Net Income,
for such period with respect to such Person and its Restricted Subsidiaries:

(i) total interest expense determined in accordance with IFRS (including, to the extent deducted and
not added back in computing Consolidated Net Income, (A) amortization of original issue discount resulting from
the issuance of Indebtedness at less than par, (B) all commissions, discounts and other fees and charges owed with
respect to letters of credit or bankers acceptances, (C) non-cash interest payments, (D) the interest component of
Capitalized Leases, (E) net payments, if any, pursuant to interest Swap Contracts with respect to Indebtedness, (F)
amortization of deferred financing fees, debt issuance costs, commissions and fees and (G) the interest component of
any pension or other post-employment benefit expense) and, to the extent not reflected in such total interest expense,
any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest
rate risk, net of interest income and gains on such hedging obligations or other derivative instruments, and costs of
surety bonds in connection with financing activities (whether amortized or immediately expensed), plus

(ii) provision for Taxes based on income or profits or capital gain, including, federal, state, local, pro-
vincial, territorial, franchise, property and similar Taxes and foreign withholding Taxes (including any future Taxes
or other levies which replace or are intended to be in lieu of such Taxes and any penalties and interest related to such
Taxes or arising from tax examinations), plus

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 (iii) Consolidated Depreciation and Amortization Expense for such period, plus

(iv) the amount of any non-controlling interest or minority interest expense consisting of Subsidiary
income attributable to minority equity interests of third parties in any Subsidiaries that are not Wholly-Owned Sub-
sidiaries, plus

(v) the amount of management, monitoring, consulting, transaction, advisory and other fees (including
termination and exit fees) and indemnities and expenses paid or accrued in such period under a Sponsor Manage-
ment Agreement or other arrangement or otherwise in connection with management, monitoring, consulting, trans-
action and advisory services provided by the Permitted Holders (or other Persons with a similar interest) to such Per-
son and its Subsidiaries to the extent otherwise permitted under this Indenture and fees and expenses paid to the out-
side directors of the Parent Guarantor or their direct or indirect parent companies, in each case to the extent other-
wise permitted under Section 4.11, plus

(vi) any costs or expenses incurred pursuant to any management equity plan, stock option plan or any
other management, director or employee benefit plan, agreement or any stock subscription or stockholders agree-
ment, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of such Per-
son or net cash proceeds of an issuance of Equity Interests of such Person (other than Disqualified Stock) solely to
the extent that such cash proceeds are excluded from the calculation set forth in Section 4.07(a)(z) and shall not be,
and have not been, designated an Excluded Contribution, plus

(vii) the amount of “run rate” cost savings, synergies and operating expense reductions or other operat-
ing improvements (including, in each case, as a result of certain specified transactions) projected by the Parent Guar-
antor in good faith to result from actions taken, committed to be taken or with respect to which substantial steps
have been taken or are expected in good faith to be taken no later than twenty-four (24) months after the end of such
period (calculated on a pro forma basis as though such cost savings, operating expense reductions or other operating
improvements and synergies had been realized on the first day of such period for which Consolidated EBITDA is
being determined and if such cost savings, operating expense reductions or other operating improvements and syner-
gies were realized during the entirety of such period), net of the amount of actual benefits realized during such pe-
riod from such actions; provided that such cost savings, operating expense reductions or other operating improve-
ments and synergies are reasonably identifiable and factually supportable in the good faith judgment of the Parent
Guarantor (it is understood and agreed that “run-rate” means the full recurring benefit for a period that is associated
with any action taken, committed to be taken or with respect to which substantial steps have been taken or are ex-
pected to be taken); plus

(viii) any fees and expenses related to a Qualified Securitization Transaction or a Qualified Receivables
Facility, as applicable, to the extent such fees and expenses are included in computing Consolidated Net Income;
plus

(ix) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing
Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such in-
come were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous
period and not added back, plus

(x) the amount of loss on sales of Securitization Assets to a Securitization Entity in connection with a
Qualified Securitization Transaction or Receivables Assets in connection with a Qualified Receivables Facility, as
applicable, to the extent included in computing Consolidated Net Income, plus

(xi) other adjustments (i) of the nature or type used in connection with the calculation of “Adjusted
EBITDA” and “Adjusted Pro Forma EBITDA” as set forth in “Summary Historical and Unaudited Pro Forma Fi-
nancial Data of IPL” contained in the Offering Memorandum and (ii) evidenced or contained in any due diligence
quality of earnings report from time to time prepared with respect to the target of an acquisition or Investment by a
“big four” or other nationally recognized accounting, consulting or advisory firm or other accounting, consulting or
advisory firm reasonably acceptable to the ABL Administrative Agent or (iii) consistent with IFRS, GAAP, Regula-
tion S-X or any comparable law or standard in any applicable jurisdiction; and

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 (b) decreased (without duplication) by the following, in each case to the extent included in determin-
ing Consolidated Net Income for such period, any non-cash gains with respect to cash actually received in a prior
period unless such cash did not increase, or was otherwise not included in, Consolidated EBITDA in any prior pe-
riod.

Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated
EBITDA of the Parent Guarantor under this Indenture for any period that includes any of the fiscal quarters ended
September 30, 2019, December 31, 2019, March 31, 2020 and June 30, 2020, Consolidated EBITDA of the Parent
Guarantor for such fiscal quarters shall be deemed to be $26,980,000, $18,591,000, $19,660,000 and $27,461,000,
respectively, in each case, for such periods as may be subject to addbacks and adjustments (without duplication) pur-
suant to the pro forma provisions in this Indenture for most recently ended Test Period immediately preceding such
date, calculated on a Pro Forma Basis.

For the avoidance of doubt, (i) Consolidated EBITDA shall be calculated, including pro forma adjustments,
in accordance with the definition of “Pro Forma Basis” in this Indenture and (ii) reference to Consolidated EBITDA
of the Parent Guarantor means such Consolidated EBITDA calculated on a consolidated basis with respect to the
Parent Guarantor and its Restricted Subsidiaries.

“Consolidated First Lien Debt Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated
First Lien Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA of the Parent Guarantor for
such Test Period.

“Consolidated First Lien Net Debt” means, as of any date of determination, (a) any Indebtedness described
in clause (a) of the definition of “Consolidated Total Net Debt” outstanding on such date plus (b) without duplica-
tion, the aggregate undrawn amount of Designated Revolving Commitments in effect on such date, in each case, that
is secured by an Applicable Lien on the Collateral (but without regard to the control of remedies) minus (c) the ag-
gregate amount of cash and Cash Equivalents (other than Restricted Cash), in each case, included on the consoli-
dated balance sheet of the Parent Guarantor and its Restricted Subsidiaries as of such date; provided that Consoli-
dated First Lien Net Debt shall not include Indebtedness (i) that is available to be or may be redrawn (including re-
volving credit loans and loans under any other revolving credit facility) other than Designated Revolving Commit-
ments, (ii) in respect of letters of credit, except to the extent of unreimbursed amounts under standby letters of
credit; provided that any unreimbursed amount under standby letters of credit shall not be counted as Consolidated
First Lien Net Debt until three (3) Business Days after such amount is drawn, (iii) owed by Unrestricted Subsidiar-
ies, (iv) obligations in respect of Cash Management Services and (v) in respect of any Qualified Securitization
Transaction or any Receivables Facility; it being understood, for the avoidance of doubt, that obligations under
Swap Contracts do not constitute Consolidated First Lien Net Debt.

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

(a) any net after-tax effect of extraordinary, non-recurring, exceptional or unusual gains or losses,
charges or expenses (including all fees and expenses related thereto), losses, charges or expenses relating to any stra-
tegic initiatives (including any multi-year strategic initiatives), Transaction Expenses, restructuring costs and re-
serves, relocation costs, Public Company Costs severance costs and expenses, one-time compensation charges, clos-
ing and consolidation costs for facilities, signing, upfront, retention or completion bonuses, executive recruiting and
retention costs (including payments made to employees pursuant to non-compete agreements), loans and advances
that constitute an advance on one-time bonus payments made in connection with recruitment or retention of inde-
pendent contractors, transition costs, costs incurred in connection with non-ordinary course intellectual property de-
velopment, integration costs (whether in connection with Permitted Acquisitions, other acquisitions or otherwise),
business optimization expenses (including costs and expenses relating to business optimization programs, and new
systems design, retention charges, system establishment costs (including information technology systems), technol-
ogy upgrades and implementation costs and project start-up costs), operating expenses attributable to the implemen-
tation of cost-savings initiatives, consulting fees and curtailments and modifications to pension and post-retirement
employee benefit plans, in all cases above for such period, shall be excluded;

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 (b) the cumulative effect of a change in accounting principles and changes as a result of the adoption
or modification of accounting policies during such period whether effected through a cumulative effect adjustment
or a retroactive application, in each case in accordance with IFRS, shall be excluded;

(c) any net after-tax effect of any fees (including finder’s fees, broker’s fees or any other fees), ex-
penses or charges incurred during such period (including, without limitation, any premiums, make-whole or penalty
payments), or any amortization thereof for such period, in connection with any Investment (including loans to inde-
pendent contractors), Permitted Acquisition or any other acquisition (other than any such other acquisition in the
ordinary course of business) permitted under this Indenture, disposition (other than in the ordinary course of busi-
ness), or other transfer (other than any such transfer in the ordinary course of business), incurrence or repayment of
indebtedness (including such fees, expenses or charges related to the offering and issuance of the ABL Obligations,
the Notes and the syndication and incurrence of any securities or credit facilities), issuance of Equity Interests, Eq-
uity Offering, recapitalization, refinancing transaction or amendment or modification of any debt instrument (includ-
ing any amendment or other modification of any securities, the ABL Credit Agreement, any other credit facilities or
any other debt instrument) and including, in each case, any such transaction whether consummated on, after or prior
to the Completion Date and any such transaction undertaken but not completed, and any charges or non-recurring
merger or amalgamation costs incurred during such period as a result of any such transaction, in each case whether
or not successful or consummated (including, for the avoidance of doubt, the effects of expensing all transaction re-
lated expenses in accordance with IFRS 3, Business Combinations), shall be excluded;

(d) accruals and reserves that are established or adjusted within 12 months after the Completion Date
that are so required to be established or adjusted as a result of the Arrangement Transactions (or within 12 months
after the closing of any Permitted Acquisition or any other acquisition (other than any such other acquisition in the
ordinary course of business) that are so required to be established or adjusted as a result of such Permitted Acquisi-
tion or such other acquisition) in accordance with IFRS shall be excluded;

(e) any net after-tax effect of gains or losses on disposal, abandonment (including asset retirement
costs) or discontinuance of disposed, abandoned or discontinued operations, as applicable, in each case other than in
the ordinary course of business, as determined in good faith by the Parent Guarantor, shall be excluded;

(f) any net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) at-
tributable to asset dispositions or abandonments or the sale or other disposition of any Equity Interests of any Per-
son, in each case other than in the ordinary course of business, as determined in good faith by the Parent Guarantor,
shall be excluded;

(g) the Net Income for such period of any Person that is an Unrestricted Subsidiary shall be excluded,
and the Net Income for such period of any Person that is not a Subsidiary or that is accounted for by the equity
method of accounting shall be excluded; provided that Consolidated Net Income of a Person shall be increased by
the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to
the extent subsequently converted into cash or Cash Equivalents) to such Person or a Restricted Subsidiary thereof
in respect of such period by any Subsidiary of such Person that is not a Subsidiary or that is accounted for by the
equity method of accounting;

(h) solely for the purpose of determining the amount available for Restricted Payments under Section
4.07(a)(z)(A), the Net Income for such period of any Restricted Subsidiary (other than the Parent Guarantor or any
Guarantor (other than the Parent Guarantor)) shall be excluded to the extent that the declaration or payment of divi-
dends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination per-
mitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the oper-
ation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental
regulation applicable to that Restricted Subsidiary or its stockholders (other than restrictions that have been waived
or otherwise released); provided that Consolidated Net Income of a Person will be increased by the amount of divi-
dends or other distributions or other payments actually paid in cash or Cash Equivalents (or to the extent converted
into cash or Cash Equivalents), or, without duplication, the amount that could have been paid in cash without violat-
ing any such restriction or requiring any such approval, to such Person in respect of such period, to the extent not
already included therein;

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 (i) effects of adjustments (including the effects of such adjustments pushed down to such Person and
its Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to IFRS attributable to the
application of recapitalization accounting or purchase accounting (including in the inventory, property and equip-
ment, software, goodwill, intangible assets, in-process research and development, deferred revenue, credit balances
and debt line items thereof), as the case may be, in relation to the Arrangement Transactions or any consummated
Permitted Acquisition or other acquisition (other than any such other acquisition in the ordinary course of business)
or Investments permitted under this Indenture consummated prior to or after the Completion Date or the amortiza-
tion or write-off or write-down of any amounts thereof pursuant to IFRS, net of taxes, shall be excluded;

(j) any net after-tax effect of income (loss) from the early extinguishment or conversion of (i) Indebt-
edness, (ii) Swap Contracts or (iii) other derivative instruments shall be excluded;

(k) any impairment charge or asset write-off or write-down (other than write-offs, write-downs or im-
pairments with respect to accounts receivable in the normal course or inventory), including impairment charges or
asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securi-
ties or as a result of a change in law or in connection with any disposition of assets, in each case, pursuant to IFRS,
and the amortization of intangibles arising pursuant to IFRS shall be excluded,

(l) other non-cash expenses, charges and losses during such period shall be excluded, in each case
other than (A) any non-cash expense, charge or loss charge either (i) expressly excluded from Consolidated Net In-
come pursuant to another clause of this definition or (ii) expressly added back to Consolidated EBITDA pursuant to
the definition thereof or (B) any non-cash charge representing amortization of a prepaid cash item that was paid and
not expensed in a prior period; provided that if any non-cash charges or expenses referred to in this clause (l) repre-
sents an accrual or reserve for potential cash item in any future period, (i) such Person may elect not to exclude such
non-cash charge or expense in the current period or (ii) to the extent such Person elects to exclude such non-cash
charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income
in such future period to such extent paid;

(m) other non-cash gains during such period shall be excluded other than (x) to the extent expressly
excluded from Consolidated Net Income pursuant to another clause of this definition, (y) to the extent expressly de-
ducted from Consolidated EBITDA pursuant to the definition thereof, or (z) any non-cash gains that represent the
reversal of an accrual or reserve for any anticipated cash charges in any prior period (other than any such accrual or
reserve that has been, or, had this Indenture been in effect at such time, would be, excluded in calculating Consoli-
dated Net Income in accordance with this definition); provided that in the case of any non-cash gain, the cash receipt
in such future period in respect of any non-cash gain which was excluded from the calculation of Consolidated Net
Income pursuant to this clause (m) shall be added to Consolidated Net Income in such future period to such extent
received;

(n) any equity-based or non-cash compensation charge or expense, including any such charge or ex-
pense arising from grants of stock appreciation rights, equity incentive programs or similar rights, stock options, re-
stricted stock or other rights to, and any cash charges associated with the rollover, acceleration, or payout of, Equity
Interests by management of such Person or of a Restricted Subsidiary or any of its direct or indirect parent compa-
nies in connection with the Arrangement Transactions, shall be excluded;

(o) any expenses, charges or losses to the extent covered by insurance or indemnity and actually reim-
bursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount
will in fact be paid for or reimbursed by the insurer or indemnifying party and only to the extent that such amount is
in fact paid for or reimbursed within 365 days of the date of such determination (with a deduction to be applied to
Consolidated Net Income in the applicable future period for any amount so added back in any prior period to the
extent not so paid for or reimbursed within the applicable 365-day period), shall be excluded;

(p) any net pension or other post-employment benefit costs representing amortization of unrecognized
prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of
the unrecognized net obligation (and loss or cost) existing at the date of initial application of IAS 19, Employee
Benefits, and any other items of a similar nature, shall be excluded;

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 (q) any non-cash compensation expense resulting from the application of IFRS 2, Share-based Pay-
ment, shall be excluded; and

(r) the following items shall be excluded:

(i) any net unrealized gain or loss (after any offset) resulting in such period from Swap Contracts and
the application of IFRS 9, Financial Instruments, IAS 32, Financial Instruments: Presentation, IFRS 7, Financial In-
struments: Disclosures (as applicable);

(ii) any non-cash adjustments resulting in such period from (x) deferred revenues and the application
of IFRS 15, Revenue from Contracts with Customers and (y) lease assets and liabilities and the application of IFRS
16, Leases;

(iii) any net unrealized gain or loss (after any offset) and expenses incurred resulting in such period
from currency transaction or translation gains or losses including those related to currency remeasurements of In-
debtedness (including any net loss or gain resulting from (A) Swap Contracts for currency exchange risk and (B)
resulting from intercompany indebtedness among such Person and its Restricted Subsidiaries) and any other foreign
currency transaction or translation gains and losses, to the extent such gain or losses are non-cash items;

(iv) any non-cash adjustments resulting from the application of IAS 37, Provisions, Contingent Liabili-
ties and Contingent Assets, IFRS 9, Financial Instruments, IAS 32, Financial Instruments: Presentation and IFRS 7,
Financial Instruments: Disclosures or any comparable regulation; and

(v) earn-out obligations and other contingent consideration obligations (including to the extent ac-
counted for as bonuses, compensation or otherwise (and including deferred performance incentives in connection
with Permitted Acquisitions whether or not a service component is required from the transferor or its related party))
and adjustments thereof and purchase price adjustments.

In addition, to the extent not already included in the Consolidated Net Income of such Person in any period
and so long as the expenses, charges and losses with respect to which such amounts relate have not been excluded
from Consolidated Net Income of such Person in any period, notwithstanding anything to the contrary in the forego-
ing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance
and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provi-
sions in connection with any acquisition, Permitted Acquisition, Investment or any sale, conveyance, transfer or
other disposition of assets permitted under this Indenture.

Notwithstanding the foregoing, for the purpose of Section 4.07 hereunder (other than Section
4.07(a)(z)(D)), there shall be excluded from Consolidated Net Income any income arising from any sale or other
disposition of Restricted Investments made by such Person and its Restricted Subsidiaries, any repurchases and re-
demptions of Restricted Investments from such Person and its Restricted Subsidiaries, any repayments of loans and
advances which constitute Restricted Investments by such Person or any of its Restricted Subsidiaries, any sale of
the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case
only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant
to Section 4.07(a)(z)(D).

“Consolidated Senior Secured Debt Ratio” means, with respect to any Test Period, the ratio of (1) Consoli-
dated Senior Secured Net Debt as of the last day of such Test Period to (2) the Consolidated EBITDA of the Parent
Guarantor for such Test Period.

“Consolidated Senior Secured Net Debt” means, as of any date of determination, (a) any Indebtedness de-
scribed in clause (a) of the definition of “Consolidated Total Net Debt” outstanding on such date plus (b) without
duplication, the aggregate undrawn amount of Designated Revolving Commitments in effect as of such date, in each
case, that is secured by a Lien on any asset or property of the Parent Guarantor or any of its Restricted Subsidiaries
(other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness

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secured thereby so long as such property or assets are not deducted below) and any secured Refinancing Indebted-
ness in respect thereof incurred in reliance on Section 4.09(b)(5), but excluding any such Indebtedness that is subor-
dinated in right of payment to the Notes Obligations and the ABL Obligations, minus (c) the aggregate amount of
cash and Cash Equivalents (other than Restricted Cash), in each case, included on the consolidated balance sheet of
the Parent Guarantor and its Restricted Subsidiaries as of such date; provided that Consolidated Senior Secured Net
Debt shall not include Indebtedness (i) that is available to be or may be redrawn (including revolving loans under
any other revolving credit facility) other than Designated Revolving Commitments, (ii) in respect of letters of credit,
bank guarantees, bankers’ acceptances and performance or similar bank obligations, except to the extent of unreim-
bursed amounts under standby letters of credit; provided that any unreimbursed amount under standby letters of
credit shall not be counted as Consolidated Senior Secured Net Debt until three (3) Business Days after such amount
is drawn, (iii) owed by Unrestricted Subsidiaries, (iv) Indebtedness shall exclude Indebtedness in respect of any
Qualified Securitization Transaction or any Receivables Facilities and (v) obligations in respect of Cash Manage-
ment Services; it being understood, for the avoidance of doubt, that obligations under Swap Contracts do not consti-
tute Consolidated Senior Secured Net Debt.

“Consolidated Total Debt Ratio” means, with respect to any Test Period, the ratio of (1) Consolidated Total
Net Debt as of the last day of such Test Period to (2) the Consolidated EBITDA of the Parent Guarantor for the most
recently ended Test Period immediately preceding such date, calculated on a Pro Forma Basis.

“Consolidated Total Net Debt” means, as of any date of determination, (a) the aggregate principal amount
of Indebtedness of the Parent Guarantor and its Restricted Subsidiaries outstanding on such date, in an amount that
would be reflected on a balance sheet (but excluding the notes thereto) prepared as of such date on a consolidated
basis in accordance with IFRS (but excluding the effects of any discounting of Indebtedness resulting from the ap-
plication of purchase accounting or recapitalization accounting in connection with the Arrangement Transactions or
any Permitted Acquisition or any other acquisition permitted hereunder) consisting only of Indebtedness for bor-
rowed money and obligations in respect of Capitalized Leases or other purchase money Indebtedness, plus, (b) with-
out duplication, the aggregate undrawn amount of Designated Revolving Commitments in effect on such date, minus
(c) the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in each case, included on the
consolidated balance sheet of the Parent Guarantor and its Restricted Subsidiaries as of such date; provided that
Consolidated Total Net Debt shall not include Indebtedness (i) that is available to be or may be redrawn (including
revolving loans under any revolving credit facility) other than Designated Revolving Commitments, (ii) in respect of
letters of credit, bank guarantees, bankers’ acceptances and performance or similar bank obligations, except to the
extent of unreimbursed amounts under standby letters of credit; provided that any unreimbursed amount under
standby letters of credit shall not be counted as Consolidated Total Net Debt until three (3) Business Days after such
amount is drawn, (iii) owed by Unrestricted Subsidiaries, (iv) Indebtedness shall exclude Indebtedness in respect of
any Receivables Facility or any Qualified Securitization Transaction and (v) obligations in respect of Cash Manage-
ment Services; it being understood, for the avoidance of doubt, that obligations under Swap Contracts do not consti-
tute Consolidated Total Net Debt.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default
has not been cured or waived.

“Contribution Indebtedness” means Indebtedness or issuance of Disqualified Stock of the Parent Guarantor
and the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock of any of its Restricted Sub-
sidiaries in an aggregate principal amount or liquidation preference not greater than 200% of the net cash proceeds
of the fair market value of marketable securities or the fair market value of Qualified Proceeds received by the Par-
ent Guarantor from the issue or sale of Equity Interests of the Parent Guarantor and the aggregate amount of cash
contributions made to the common equity capital of the Parent Guarantor or any Restricted Subsidiary of the Parent
Guarantor after the Completion Date, including through consolidation, amalgamation or merger (other than Ex-
cluded Contributions, Designated Preferred Stock, Disqualified Stock or cash contributed by the Parent Guarantor or
a Restricted Subsidiary of the Parent Guarantor); provided that:

(1) the cash received or contributed shall not increase the amount available for making Restricted Pay-
ments to the extent the Parent Guarantor or its Restricted Subsidiaries incurred Indebtedness in reliance thereon; and

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 (2) the cash received or contributed shall be excluded for purposes of incurring Indebtedness to the
extent the Parent Guarantor or any of its Restricted Subsidiaries make a Restricted Payment in reliance on such cash.

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

“Corporate Trust Office” means (a) with respect to the Trustee and the Collateral Agent, the principal of-
fice of the Trustee at which at any particular time its corporate trust business shall be administered, which office at
the date of this Indenture is located at Ankura Trust Company, LLC, as Trustee and Collateral Agent, 140 Sherman
Street, Fourth Floor, Fairfield, CT 06824, Attention: Lisa Price and (b) with respect to the Co-Trustee, the principal
office of the Co-Trustee at which at any particular time its corporate trust business shall be administered, which of-
fice at the date of this Indenture is located at Computershare Trust Company of Canada, as Co-Trustee, 1500 Rob-
ert-Bourassa Blvd., Suite 700, Montréal, QC H3A 3S8, Canada, Attention: General Manager, Corporate Trust De-
partment.

“Covered Jurisdiction” means the collective reference to Canada, the United Kingdom and the United
States, including for the avoidance of doubt, any country, state, province, territory (other than a territory of the
United States) thereof.

“Credit Agreement” means (i) the ABL Credit Agreement and (ii) whether or not the ABL Credit Agree-
ment remains outstanding, if designated by the Parent Guarantor to be included in the definition of “Credit Agree-
ment,” one or more (A) debt facilities, indentures or commercial paper facilities providing for revolving credit loans,
term loans, notes, debentures, receivables financing (including through the sale of receivables to lenders or to special
purpose entities formed to borrow from lenders against such receivables) or letters of credit, (B) debt securities,
notes, mortgages, guarantees, collateral documents, indentures or other forms of debt financing (including converti-
ble or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (C) instruments or agreements
evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as
amended, supplemented, modified, extended, restructured, renewed, refinanced, restated increased (provided that
such increase in borrowings is permitted under this Indenture), replaced or refunded in whole or in part from time to
time and whether by the same or any other agent, lender or investor or group of lenders or investors.

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

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Per-
son specified in Section 2.03 as the Depositary with respect to the Notes, and any and all successors thereto ap-
pointed by the Co-Issuers as depositary hereunder and having become such pursuant to the applicable provisions of
this Indenture.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by
the Parent Guarantor or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as
Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation,
less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash
Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be out-
standing when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in
compliance with Section 4.10.

“Designated Preferred Stock” means Preferred Stock of the Parent Guarantor or any direct or indirect par-
ent of the Parent Guarantor (other than Disqualified Stock), that is issued for cash (other than to the Parent Guaran-
tor or any of its Subsidiaries or an employee stock plan or trust established by the Parent Guarantor or any of its
Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the date of
issuance thereof, the cash proceeds of which are excluded from the calculation set forth in Section 4.07(a)(z).

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 “Designated Revolving Commitments” means any commitments to make loans or extend credit on a revolv-
ing basis (or delayed draw basis) to the Parent Guarantor or any of its Restricted Subsidiaries by any Person other
than the Parent Guarantor and its Restricted Subsidiaries that have been designated in an Officer’s Certificate deliv-
ered to the Co-Trustees as “Designated Revolving Commitments” until such time as the Parent Guarantor subse-
quently delivers an Officer’s Certificate to the Co-Trustees to the effect that such commitments shall no longer con-
stitute “Designated Revolving Commitments”; provided that during such time (including at the time of the incur-
rence of such Designated Revolving Commitments), (1) such Designated Revolving Commitments will be deemed
an incurrence of Indebtedness on such date and will be deemed outstanding for purposes of calculating the Fixed
Charge Coverage Ratio, Consolidated Total Debt Ratio, Consolidated Senior Secured Debt Ratio and the availability
of any Baskets hereunder and (2) commencing on the date such Designated Revolving Commitments are established
after giving pro forma effect to the incurrence of the entire committed amount of the Indebtedness thereunder (but
without netting any cash proceeds thereof), such committed amount under such Designated Revolving Commit-
ments may thereafter be borrowed (and reborrowed, if applicable), in whole or in part, from time to time, without
further compliance with any Basket or financial ratio or test under this Indenture (including the Fixed Charge Cover-
age Ratio, Consolidated Total Debt Ratio, Consolidated Senior Secured Debt Ratio).

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

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which
it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or
upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than (i) solely for
Qualifying Equity Interests and cash in lieu of fractional shares or (ii) solely at the discretion of the issuer), pursuant
to a sinking fund obligation or otherwise (except as a result of a change of control, asset sale or similar event so long
as any rights of the holders thereof upon the occurrence of a change of control, asset sale or similar event shall be
subject to the prior repayment in full of the Notes Obligations), (b) is redeemable at the option of the holder thereof
(other than (i) solely for Qualifying Equity Interests and cash in lieu of fractional shares or (ii) as a result of a
change of control, asset sale or similar event so long as any rights of the holders thereof upon the occurrence of a
change of control, asset sale or similar event shall be subject to the prior repayment in full of Notes Obligations), (c)
provides for the scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for
Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in the case of each of clauses
(a), (b), (c) and (d), prior to the date that is ninety-one (91) days after the maturity date of the Notes then outstanding
at the time of issuance of such Equity Interests; provided that any Equity Interests held by any future, current or for-
mer employee, director, officer, member of management, independent contractor or consultant (or their respective
Controlled Investment Affiliates or Immediate Family Members) of the Parent Guarantor, any of its Subsidiaries,
any Parent Company or any other entity in which the Parent Guarantor or any of its Restricted Subsidiaries has an
Investment and is designated in good faith as an “affiliate” by the Board of Directors (or the compensation commit-
tee thereof) of the applicable Co-Issuer, in each case pursuant to any co-invest agreement, equity subscription or
shareholders’ agreement, any management, shareholder, director or employee equity plan, any stock option plan or
any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because
it may be required to be repurchased by the Parent Guarantor or any Parent Company or a Subsidiary in order to sat-
isfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, manage-
ment member’s, independent contractor’s or consultant’s termination of employment or service, as applicable, death
or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Per-
son to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock will not be
deemed to be Disqualified Stock.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary of the Parent Guarantor that was formed
under the laws of the United States or any state of the United States or the District of Columbia (and, for the avoid-
ance of doubt, excluding Puerto Rico or any territory of the United States).

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 “Domestic Subsidiary” means any Subsidiary of the Parent Guarantor that was formed under the laws of
the United States or any state of the United States or the District of Columbia (and, for the avoidance of doubt, ex-
cluding Puerto Rico or any territory of the United States).

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

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock
(but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Commitment Parties” means Madison Dearborn Capital Partners VIII-A, L.P., Madison Dearborn
Capital Partners VIII-C, L.P., Madison Dearborn Capital Partners VIII Executive-A, L.P. and Madison Dearborn
Capital Partners VIII Executive-A2, L.P.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock
(but excluding any debt security that is convertible into, or exchangeable for, Capital Stock whether or not such debt
securities include any right of participation with Equity Interests, until any such conversion).

“Equity Offering” means a public or private sale either (1) of Equity Interests of the Parent Guarantor by
the Parent Guarantor (other than Disqualified Stock and other than to a Subsidiary of the Parent Guarantor or any
direct or indirect parent of the Parent Guarantor) or (2) of Equity Interests of a direct or indirect parent of the Parent
Guarantor (other than the Parent Guarantor, a Subsidiary of the Parent Guarantor or any direct or indirect parent of
the Parent Guarantor), in each case other than public offerings with respect to the Parent Guarantor’s or any direct or
indirect parent entity’s common stock registered on Form S-8.

“Escrow Account” means a segregated account, under the control of the Escrow Agent, into which the
gross proceeds of the offering of the Notes sold on the Issue Date are deposited.

“Escrow Agent” means Ankura Trust Company, LLC, in its capacity as escrow agent under the Escrow
Agreement, and its successors and assigns.

“Escrow Agreement” means that certain Escrow Agreement, dated as of September 11, 2020, among the
Parent Guarantor, the Co-Issuers, the Trustee and the Escrow Agent, as amended, supplemented or modified from
time to time.

“Escrow Funds” means “Escrow Funds,” as such term is defined in the Escrow Agreement.

“Escrow Outside Date” means January 31, 2021, or if the ‘Outside Date’ (as defined in the Arrangement
Agreement) is extended in accordance with the Arrangement Agreement, February 12, 2021.

“Escrow Release Date” means “Escrow Release Date,” as such term is defined in the Escrow Agreement.

“Escrowed Property” means the “Escrowed Property,” as such term is defined in the Escrow Agreement.

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

“Excluded Assets” means

(a) with respect to the Co-Issuers and any Guarantor:

(1) (i) any fee owned Real Property (other than Material Real Properties); provided, that any
fee owned Real Property located in the United States that is located in a flood or mudslide hazard area or
subject to any flood insurance due diligence, flood insurance requirements or compliance with flood insur-
ance laws shall not be included in the Collateral and (ii) any leasehold rights and interests in Real Property
(including landlord or other third party waivers, non-disturbance agreements, estoppels, bailee waivers,
warehouseman waivers and collateral access letters);

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 (b) with respect to the Co-Issuers and any North American Guarantor (other than clause 5(C), (11)
and (15) which shall apply to all Guarantors):

(1) motor vehicles, aircraft and other assets subject to certificates of title, to the extent a Lien
therein cannot be perfected (or made opposable against third parties in the case of Quebec) by the filing of
a UCC financing statement or equivalent Canadian financing statement, financing change statement or reg-
istration;

(2) commercial tort claims where the applicable Co-Issuer’s or North American Guarantor’s
reasonable expectation of recovery is less than $5,000,000 to the extent a Lien thereon cannot be perfected
(or made opposable against third parties in the case of Quebec) by the filing of a UCC financing statement
or equivalent Canadian financing statement, financing change statement or registration;

(3) any governmental or regulatory licenses or federal, state, provincial, territorial or local
franchises, charters and authorizations to the extent that the Collateral Agent may not (or is restricted from)
validly possess a Lien therein under applicable law (including, without limitation, rules and regulations of
any governmental authority or agency) or the pledge or creation of a Lien in which would require govern-
mental consent, approval, license or authorization (to the extent such consent, approval, license or authori-
zation was not obtained (it being understood and agreed that the Co-Issuers and the Guarantors shall be un-
der no obligation to obtain such consent, approval, license or authorization)), other than to the extent such
prohibition, limitation or restriction is rendered ineffective under the UCC, the Canadian PPSA or other
applicable law;

(4) any particular asset or right under contract, if the pledge thereof or the Lien therein is
prohibited or restricted by applicable law (including any requirement to obtain the consent of any govern-
mental authority or regulatory authority), other than to the extent such prohibition or restriction is rendered
ineffective under the UCC, the Canadian PPSA or other applicable law;

(5) (A) with respect to IPL Co-Issuer or any U.S. Guarantor, margin stock, (B) Equity Inter-
ests in any Person other than Wholly-Owned Restricted Subsidiaries (but, in the case of the Equity Interests
of any Person that is not a Wholly-Owned Restricted Subsidiary, only to the extent the organizational docu-
ments or similar agreement with equity holders of such Person that is not a Wholly-Owned Restricted Sub-
sidiary do not permit the pledge of such Equity Interests so long as such prohibition exists), and (C) Equity
Interests in any broker-dealer Subsidiary, Unrestricted Subsidiary, Captive Insurance Subsidiary, not-for-
profit Subsidiary or special purpose securitization vehicle (or similar entity) or any Subsidiary that is an
Immaterial Subsidiary, in each case of this clause (C) that are not Guarantors;

(6) any lease, license or agreement or any property subject to a purchase money security in-
terest, capital lease obligation or similar arrangement permitted by this Indenture, in each case, to the extent
that a grant of a Lien therein (A) would violate or invalidate such lease, license or agreement, or purchase
money or similar arrangement or create a right of termination in favor of any other party thereto other than
a Co-Issuer or any Guarantor (after giving effect to the applicable anti-assignment provisions of the UCC,
the Canadian PPSA or other applicable law) or (B) would require governmental, regulatory or third-party
(other than a Co-Issuer or any Guarantor) approval, consent or authorization pursuant to the terms thereof
(in each case after giving effect to the applicable anti-assignment provisions of the UCC, the Canadian
PPSA or other applicable law) (other than proceeds and receivables thereof, the assignment of which is
deemed effective under the UCC, the Canadian PPSA or other applicable law notwithstanding such prohi-
bition) not obtained (without any requirement to obtain such approval, consent or authorization) (in each
case of clauses (A) and (B), after giving effect to the applicable anti-assignment provisions of the UCC, the
Canadian PPSA or other applicable law but only to the extent that such limitation on such pledge or Lien is
not otherwise prohibited under this Indenture);

(7) letter of credit rights, except to the extent perfection (or opposability against third parties
in the case of Quebec) of the Lien therein is accomplished by the filing of a UCC financing statement or
equivalent Canadian financing statement, financing change statement or registration (it being understood
that no actions shall be required to perfect (or make opposable against third parties in the case of Quebec) a

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 Lien in letter of credit rights, other than the filing of a UCC financing statement or equivalent Canadian
financing statement, financing change statement or registration);

(8) any intent-to-use trademark application of any Guarantor that is a Domestic Restricted
Subsidiary prior to the filing, and acceptance by the U.S. Patent and Trademark Office, of a “Statement of
Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the
period, if any, in which the grant of a Lien therein would impair the validity or enforceability of such in-
tent-to-use trademark application under applicable federal law);

(9) assets where the burden or cost (including adverse tax or regulatory consequences other
than adverse tax consequences under Section 956 of the Code to a Person other than a Parent Guarantor
U.S. Subsidiary or any of its Subsidiaries) of obtaining a Lien therein or perfection (or opposability against
third parties in the case of Quebec) thereof exceeds the practical benefit to the Notes Secured Parties af-
forded thereby as reasonably determined by the Parent Guarantor in good faith and notified in writing to the
Collateral Agent;

(10) segregated funds held in a fiduciary capacity for others (that are not a Co-Issuer or a
Guarantor);

(11) Receivables Assets sold to any Receivables Subsidiary or Securitization Assets sold to
any Securitization Entity or otherwise pledged, factored, transferred or sold to or in favor of any other Per-
son in connection with any Receivables Facility or Securitization Transaction, as applicable;

(12) any property subject to a Lien permitted by clauses (4), (6) (limited to Capitalized Leases,
attributable indebtedness and purchase money security interest and other similar arrangements incurred
pursuant thereto), or (12) of the definition of “Permitted Liens” (in the case of clause (12) to the extent re-
lating to a Lien originally incurred pursuant to clause (4) or (6)) in each case, to the extent the documents
governing such lien do not permit any other lien on such property;

(13) cash collateral held solely for the benefit of holders of Permitted Debt;

(14) voting Equity Interests (and Indebtedness treated as equity for U.S. federal income tax
purposes) of any Subsidiary of a Parent Guarantor U.S. Subsidiary that is (i) a CFC or (ii) a CFC Holdco, in
each case, in excess of 65% of the issued and outstanding voting Equity Interests (and Indebtedness treated
as equity for U.S. federal income tax purposes) of such CFC or CFC Holdco;

(15) any assets of (i) any Subsidiary of a Parent Guarantor U.S. Subsidiary that is a CFC or a
CFC Holdco or (ii) any Subsidiary of such a CFC or CFC Holdco (including Equity Interests of any such
Subsidiary of such a CFC or CFC Holdco); and

(16) cash, cash equivalents or governmental securities deposited in segregated accounts for the
sole purpose of defeasing or discharging Permitted Debt, to the extent such defeasance or discharge is (a)
permitted by the documents governing such Permitted Debt and (b) not prohibited by this Indenture;

(c) with respect to any Guarantor that is a Non-North American Restricted Subsidiary, any assets with
respect to such Guarantor excluded from the Collateral pursuant to the Agreed Security Principles or as described in
clauses 5(C), (11) and (15) above;

provided, however, that Excluded Assets shall not include (1) any proceeds, substitutions or replacements
of any Excluded Assets referred to in clauses (a), (b) and (c) (unless such proceeds, substitutions or replacements
would constitute Excluded Assets referred to in any of clauses (a), (b) and (c)) and (2) any asset of the Co-Issuers or
a Guarantor that secures any tranche of debt under the ABL Credit Agreement.

In addition:

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 (a) in the case of the Co-Issuers and the North American Guarantors, no actions shall be required with
respect to Collateral requiring perfection through control agreements or perfection by “control” (as defined in the
Uniform Commercial Code) (including deposit accounts or other bank accounts or securities accounts even if such
control agreements are obtained in favor of the ABL Collateral Agent), other than in respect of (x) promissory notes
and other evidences of Indebtedness owed to a Guarantor, having an aggregate principal amount in excess of $12.5
million and required to be pledged pursuant to the Security Documents and (y) certificated Equity Interests of the
Parent Guarantor, the Co-Issuers and wholly-owned Restricted Subsidiaries that are Material Subsidiaries or Subsid-
iary Guarantors directly owned by the Parent Guarantor, any Co-Issuer or by any Subsidiary Guarantor otherwise
required to be pledged pursuant to the provisions of the Security Documents and not otherwise constituting an Ex-
cluded Asset;

(b) the Co-Issuers and the North American Guarantors shall not be required to comply with the Fed-
eral Assignment of Claims Act of 1940, as amended from time to time (31 U.S.C. § 3727 et seq.), the Financial Ad-
ministration Act (Canada), as amended from time to time or any similar statute;

(c) with respect to IPL Co-Issuer and the U.S. Guarantors, no action outside of the United States or
Canada or required by the laws of any non-U.S. or Canadian jurisdiction shall be required (and, for clarity, no reim-
bursement will be made to the Collateral Agent for any costs or expenses incurred in connection with making any
such actions) in order to create or perfect any Lien on any asset of IPL Co-Issuer or such U.S. Guarantor that is lo-
cated or titled outside of the United States or Canada, and no non-U.S. or Canadian security or pledge agreement or
non-U.S. or Canadian intellectual property filing, search or schedule shall be required with respect to any asset of
such parties; provided, however, that the limitation in this clause (c) shall not apply to Equity Interests of Guarantors
owned by the IPL Co-Issuer or U.S. Guarantors;

(d) with respect to IPL Finco and the Canadian Guarantors, no action outside of Canada or the United
States or required by the laws of any non-Canadian or U.S. jurisdiction shall be required (and, for clarity, no reim-
bursement will be made to the Collateral Agent for any costs or expenses incurred in connection with making any
such actions) (other than the filing of a Uniform Commercial Code financing statement, if applicable) in order to
create or perfect any Lien on any asset of IPL Finco or any Canadian Guarantor that is located or titled outside of
Canada, and no non-Canadian security or pledge agreement or non-Canadian intellectual property filing, search or
schedule shall be required with respect to any asset of IPL Finco or any Canadian Guarantor (other than the filing of
a Uniform Commercial Code financing statement, if applicable) (including with respect to non-Canadian intellectual
property); provided, however, that the limitation in this clause (d) shall not apply to Equity Interests of Guarantors
owned by IPL Finco or any Canadian Guarantor;

(e) except to the extent required by the law of a Covered Jurisdiction with respect to any Non-North
American Guarantor, there shall be no separately documented Guarantee of the Obligations or any Guarantee of the
Obligations governed under laws other than those set forth in this Indenture;

(f) with respect to the Co-Issuers and the North American Guarantors, the Collateral Agent shall not
be authorized to, enter into any source code escrow arrangement or register or apply to register any intellectual prop-
erty (which, for the avoidance of doubt, shall not limit the obligation to register intellectual property Liens as other-
wise required under the Notes Documents); and

(g) except with respect to the Co-Issuers and the North American Guarantors, the foregoing provi-
sions of this section shall be subject in all respects to the Agreed Security Principles.

So long as the ABL/Cash Flow Intercreditor Agreement is in effect and prior to the repayment in full of the
obligations under the ABL Credit Agreement, if the ABL Collateral Agent grants an extension of time pursuant to a
provision in the ABL Credit Agreement that is substantially similar to the corresponding provisions of the definition
of “Excluded Assets” or exercises its discretion under the ABL Credit Agreement to determine that any Subsidiary
of the Parent Guarantor shall be excluded from any of the requirements of the “Collateral and Guarantee Require-
ment” (as shall be defined in the ABL Credit Agreement) including the requirement to become a Guarantor, or that
any property shall be excluded by falling within the definition of “Excluded Asset” (as shall be defined in the ABL
Credit Agreement) or otherwise under the Agreed Security Principles, the Collateral Agent shall automatically be

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deemed to accept such determination under this Indenture and the Security Documents with respect to the Notes Ob-
ligations and shall execute any documentation, if applicable, requested by the Parent Guarantor in connection there-
with, in each case, other than pursuant to a repayment or refinancing of the ABL Credit Agreement, including the
immediately preceding paragraph. The Parent Guarantor shall provide written notice (which may be by email) to the
Collateral Agent certifying as to any such determination made by the ABL Collateral Agent which shall be binding
upon the Collateral Agent in accordance with the terms of this Indenture and such Security Documents.

“Excluded Contributions” means the net cash proceeds, Cash Equivalents and/or Fair Market Value of mar-
ketable securities or the fair market value of Qualified Proceeds received by the Parent Guarantor after the Comple-
tion Date from:

(1) contributions to its common equity capital;

(2) dividends, distributions, fees and other payments from any joint ventures that are not Restricted
Subsidiaries; and

(3) the sale (other than to the Parent Guarantor or to a Subsidiary of the Parent Guarantor or to any
management equity plan or stock option plan or any other management or employee benefit plan or agreement of the
Parent Guarantor or any Subsidiary of the Parent Guarantor) of Capital Stock (other than Refunding Capital Stock,
Disqualified Stock or Designated Preferred Stock) of the Parent Guarantor;

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate, the proceeds of
which are excluded from the calculation set forth in Section 4.07(a)(z).

“Excluded Subsidiaries” means, (a) any direct or indirect Subsidiary that is not a direct or indirect Wholly-
Owned Subsidiary of Parent Guarantor, (b) Unrestricted Subsidiaries, (c) Immaterial Subsidiaries, (d) special pur-
pose securitization vehicle (or similar entity, including any Securitization Entity or Receivables Subsidiaries), (e)
Regulated Subsidiaries or Broker-Dealer Regulated Subsidiary, (f) Not-for-Profit Subsidiaries, (g) any Subsidiary
that is not organized in a Covered Jurisdiction, (h)(i) any direct or indirect non-U.S. Subsidiary of any Parent Guar-
antor U.S. Subsidiary that is a CFC, (ii) any direct or indirect Domestic Subsidiary of a direct or indirect non-U.S.
Subsidiary of any Parent Guarantor U.S. Subsidiary that is a CFC, and (iii) any U.S. Subsidiary of any Parent Guar-
antor U.S. Subsidiary that is a CFC Holdco, and, in each case of clauses (h)(i), (ii) and (iii), any Subsidiary thereof,
(i) any Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obliga-
tion existing on the date of this Indenture but excluding any financial assistance laws where such financial assistance
is permitted subject to certain shareholder approval or “whitewash” procedures (or, in the case of any newly ac-
quired Subsidiary, existing at the time of acquisition thereof after the date of this Indenture (so long as such prohibi-
tion did not arise in anticipation of such acquisition and the guarantee and collateral requirements under this Inden-
ture), in each case, from guaranteeing the Notes or which would require governmental (including regulatory) or third
party consent, approval, license or authorization (to the extent such consent, approval, license or authorization was
not obtained (it being understood and agreed that the Guarantors shall be under no obligation to obtain such consent,
approval, license or authorization), (j) any Subsidiary where the burden, difficulty or consequence of obtaining a
guarantee by such Subsidiary (taking into account any adverse tax or regulatory consequences to the Parent Guaran-
tor or any of its Parent Companies (including the imposition of withholding or other material taxes), other than ad-
verse tax consequences under Section 956 of the Code to a Person other than a Parent Guarantor U.S. Subsidiary or
any of its Subsidiaries), or any would outweigh the practical benefit to be obtained by the Notes Secured Parties as
reasonably determined by the Parent Guarantor in good faith, (k) any Subsidiary acquired pursuant to a permitted
acquisition or other permitted Investment that is prohibited from providing a guarantee pursuant to the terms of any
permitted Indebtedness (and such prohibition was not entered into in anticipation of such acquisition), (l) any Non-
North American Restricted Subsidiary that is not required to become a Guarantor pursuant to the Agreed Security
Principles; provided that if any Subsidiary shall at any time not constitute an “Excluded Subsidiary” (or similar
term) under any tranche of debt under the ABL Credit Agreement, including, for the avoidance of doubt, if the Par-
ent Borrower (as shall be defined in the ABL Credit Agreement) under the ABL Credit Agreement shall have desig-
nated any Subsidiary that would otherwise constitute an “Excluded Subsidiary” hereunder as a Subsidiary Guarantor
(as shall be defined in the ABL Credit Agreement) with respect to the obligations of the borrower under the ABL
Credit Agreement, then such Subsidiary shall not be considered an “Excluded Subsidiary” for purposes of this In-
denture and shall become a Subsidiary Guarantor hereunder in accordance with Section 4.16 and such Subsidiary

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shall grant a (subject to, in the case of a Non-North American Subsidiary, the Agreed Security Principles, Legal Res-
ervations and Perfection Requirements) perfected (or opposable against third parties in the case of Quebec) lien on
substantially all of its assets (other than Excluded Assets) to the Collateral Agent for the benefit of the Holders of
the Notes regardless of whether such Subsidiary is organized in a jurisdiction other than the United States (notwith-
standing anything to the contrary in this Indenture), pursuant to arrangements in substantially the same form as
agreed to between the ABL Collateral Agent and the Co-Issuers and in the case of any Foreign Subsidiary, the juris-
diction of such Subsidiary shall be reasonably acceptable to the ABL Collateral Agent, taking into account the avail-
ability and enforceability of guarantees and collateral pledges in such jurisdiction.

“Fair Market Value” means the value (which, for the avoidance of doubt, will take into account any liabili-
ties, contingent or otherwise, associated with related assets) that would be paid by a willing buyer to an unaffiliated
willing seller in an arm’s-length transaction, determined in good faith by the Board of Directors of the Parent Guar-
antor (unless otherwise provided in this Indenture).

“First Lien Documents” means the credit, guarantee and security documents governing the First Lien Obli-
gations, including the First Lien Security Documents.

“First Lien Intercreditor Agreement” means the intercreditor agreement substantially in the form attached
as Exhibit I hereto, to be entered into by the Collateral Agent and each Authorized Representative for holders of ad-
ditional First Lien Obligations that may be incurred after the Completion Date, as may be amended and restated,
supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof, including
pursuant to any joinder agreement thereto.

“First Lien Obligations” means, collectively (1) the Notes Obligations and (2) each Series of Additional
First Lien Obligations.

“First Lien Security Documents” means the Security Documents and any other agreement, document or
instrument pursuant to which a Lien is granted or purported to be granted securing First Lien Obligations or under
which rights or remedies with respect to such Liens are governed, in each case to the extent relating to the collateral
securing the First Lien Obligations.

“Fixed Asset Priority Collateral” has the meaning assigned to the term “Non-ABL Priority Collateral” in
the ABL/Cash Flow Intercreditor Agreement.

“Fixed Charge Coverage Ratio” means, with respect to any Person as of any date, the ratio of (1) Consoli-
dated EBITDA of such Person for the most recently ended Test Period immediately preceding the date on which
such calculation of the Fixed Charge Coverage Ratio is made, calculated on a Pro Forma Basis for such period to (2)
the Fixed Charges of such Person for such period calculated on a Pro Forma Basis. In the event that the Parent Guar-
antor or any of its Restricted Subsidiaries incurs or redeems or repays any Indebtedness (other than in the case of
revolving credit borrowings or revolving advances under any Qualified Securitization Transaction unless the related
commitments have been terminated and such Indebtedness has been permanently repaid and has not been replaced)
or issues or redeems Preferred Stock or Disqualified Stock subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the cal-
culation of the Fixed Charge Coverage Ratio is made, then the Fixed Charge Coverage Ratio shall be calculated on a
Pro Forma Basis; provided that, in the event that the Parent Guarantor shall classify Indebtedness incurred on the
date of determination as incurred in part as Ratio Debt and in part pursuant to one or more clauses of Section 4.09(b)
(other than in respect of Section 4.09(b)(13)), as provided in the fourth paragraph of such covenant, any calculation
of Fixed Charges pursuant to this definition on such date (but not in respect of any future calculation following such
date) shall not include any such Indebtedness (and shall not give effect to any repayment, repurchase, redemption,
defeasance or other acquisition, retirement or discharge of Indebtedness from the proceeds thereof) to the extent in-
curred pursuant to any such other clause of such definition.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication,
of:

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 (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period,
whether paid or accrued, to the extent such expense was deducted in computing Consolidated Net Income, includ-
ing, without limitation, amortization of original issue discount, the interest component of all payments associated
with Capital Lease Obligations, and the net of the effect of all payments made or received pursuant to Hedging Obli-
gations in respect of interest rates (but excluding any non-cash interest expense attributable to the mark-to-market
valuation of Hedging Obligations or other derivatives pursuant to IFRS) and excluding (a) penalties and interest re-
lating to Taxes, (b) amortization or write-off of deferred financing fees and expensing of any other financing fees,
including any expensing of bridge or commitment fees, (c) any additional cash interest owing pursuant to any regis-
tration rights agreement, (d) the non-cash portion of interest expense resulting from the reduction in the carrying
value under purchase accounting of the Parent Guarantor’s outstanding Indebtedness, (e) commissions, discounts,
yield and other fees and charges (including any interest expense) related to any Securitization Transaction and Re-
ceivables Facility, (f) annual agency fees paid to the administrative agents and collateral agents under the ABL
Credit Agreement, (g) costs associated with obtaining Hedging Obligations, (h) any expense resulting from the dis-
counting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, pur-
chase accounting in connection with the Arrangement Transactions or any acquisition, (i) any accretion of accrued
interest on discounted liabilities and any prepayment premium or penalty and (j) interest expense resulting from
push-down accounting; provided that, for purposes of calculating consolidated interest expense, no effect will be
given to the discount and/or premium resulting from the bifurcation of derivatives under ASC 815, Derivatives and
Hedging, as a result of the terms of the Indebtedness to which such consolidated interest expense applies; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capital-
ized during such period; plus

(3) all cash dividends, whether paid or accrued, on any series of Preferred Stock or any series of Dis-
qualified Stock of such Person or any of its Restricted Subsidiaries, excluding items eliminated in consolidation, in
each case, determined on a consolidated basis in accordance with IFRS; minus

(4) the consolidated interest income of such Person and its Restricted Subsidiaries for such period,
whether received or accrued, to the extent such income was included in determining Consolidated Net Income.

“Fixed IFRS Date” means the Issue Date; provided that at any time after the Issue Date, the Parent Guaran-
tor may by written notice to the Co-Trustees elect to change the Fixed IFRS Date to be the date specified in such
notice, and upon such notice, the Fixed IFRS Date shall be such date for all periods beginning on and after the date
specified in such notice.

“Fixed IFRS Terms” means (a) the definitions of the terms “Capital Lease Obligation,” “Fixed Charges,”
“Fixed Charge Coverage Ratio,” “Consolidated Net Income,” “Consolidated First Lien Debt Ratio,” “Consolidated
Senior Secured Debt Ratio,” “Consolidated Total Debt Ratio,” “Consolidated Total Net Debt,” “Consolidated
EBITDA” and “Indebtedness,” (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 Parent Guarantor’s election, may be specified by the Par-
ent Guarantor by written notice to the Co-Trustees from time to time; provided that the Parent Guarantor may elect
to remove any term from constituting a Fixed IFRS Term.

“Foreign Subsidiary” means any Restricted Subsidiary of the Parent Guarantor that is not a Domestic Re-
stricted Subsidiary, Canadian Restricted Subsidiary or a U.K. Restricted Subsidiary.

“GAAP” means International Financial Reporting Standards or any accounting principles that are recog-
nized as generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board Accounting Standards Codification or in such other statements by such
other entity as have been approved by a significant segment of the accounting profession (but excluding the policies,
rules and regulations of the Commission applicable only to public companies).

“Government Securities” means securities that are:

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 (1) direct obligations of the United States of America for the timely payment of which its full faith
and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of

the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a de-
pository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to
any such Government Securities or a specific payment of principal of or interest on any such Government Securities
held by such custodian for the account of the holder of such depository receipt; provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount payable to the holder of such deposi-
tory receipt from any amount received by the custodian in respect of the Government Securities or the specific pay-
ment of principal of or interest on the Government Securities evidenced by such depository receipt.

“Grantors” means the Parent Guarantor, the Co-Issuers, the other Guarantors and Holdings GP solely with
respect to its pledge of its general partnership interest in the Parent Guarantor.

“Group” means, collectively, the Parent Guarantor and each of the Parent Guarantor’s Restricted Subsidiar-
ies.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the
ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebted-
ness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means Holdings Guarantor, the Parent Guarantor, and any Subsidiary of the Parent Guaran-
tor (other than the Co-Issuers) that executes a Note Guarantee in accordance with the provisions of this Indenture
and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released
in accordance with the provisions of this Indenture. The Parent Guarantor may in its sole discretion designate any
Restricted Subsidiary that is not required to be a Guarantor hereunder to Guarantee the Notes Obligations by causing
such Restricted Subsidiary to execute this Indenture on the Issue Date or a guarantor joinder agreement thereafter,
and then any such Restricted Subsidiary shall be a Guarantor (and, as applicable, any related defined term that is a
subcategory of any of the foregoing) for all purposes.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) any Swap Contract;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements (including any foreign exchange contract, currency swap agree-
ment or other similar agreement or arrangements (including derivative agreements or arrangements)) designed to
protect such Person against fluctuations in currency exchange rates or commodity prices.

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

“Holdings GP” means Intelligent Packaging Limited GP Inc.

“Holdings Guarantor” means Intelligent Packaging Intermediate Limited Partnership.

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 “IFRS” means (1) International Financial Reporting Standards as issued by the International Accounting
Standards Board as adopted in Canada (but excluding the policies, rules and regulations of the Commission applica-
ble only to public companies) or any accounting principles that are recognized as being generally accepted in Can-
ada; provided, that if any such accounting principle changes after the Completion Date, the Parent Guarantor may, at
its option, elect to employ such accounting principle as in effect on the Completion Date, as in effect on the Fixed
IFRS Date (for purposes of the Fixed IFRS Terms) and as in effect from time to time (for all other purposes of this
Indenture); provided that the Parent Guarantor may at any time elect by written notice to the Co-Trustees to use
GAAP in lieu of IFRS for financial reporting purposes and, upon any such notice, references herein to IFRS shall
thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, GAAP as in
effect on the date specified in such notice (for purposes of the Fixed IFRS Terms) and as in effect from time to time
(for all other purposes of this Indenture) and (b) for prior periods, IFRS as defined in the first sentence of this defini-
tion. All ratios and computations based on IFRS contained in this Indenture shall be computed in conformity with
IFRS. For the purposes of this Indenture, the term “consolidated,” with respect to any Person, shall mean such Per-
son consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest
of such Person in an Unrestricted Subsidiary will be accounted for as an Investment. Notwithstanding any other
provision contained herein, (a) any lease (or similar arrangement conveying the right to use) that would have been
characterized as an operating lease in accordance with IFRS in force prior to January 1, 2019 (whether or not such
lease was in effect on such date) shall be accounted for as, and deemed to be, an operating lease (and not as Indebt-
edness or as a Capitalized Lease) for all purposes of this Indenture regardless of the implementation of IFRS 16,
leases or otherwise any change in IFRS following such date that would otherwise require such lease to be recharac-
terized as Indebtedness or as a Capitalized Lease and (b) all terms of an accounting or financial nature used herein
shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect
to IFRS 3, Business Combinations (or any other financial accounting standard having a similar result or effect).

“Immaterial Subsidiary” means any Restricted Subsidiary of the Parent Guarantor that is not a Material
Subsidiary.

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

“Indebtedness” means, with respect to any specified Person, without duplication, any indebtedness of such
Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof);

(3) in respect of banker’s acceptances, bank guarantees, surety bonds, performance bonds and similar
instruments issued or created for the account of such Person;

(4) representing Capital Lease Obligations;

(5) representing the balance of deferred and unpaid purchase price of any property due more than 60
days after such property is acquired (other than (i) trade accounts and accrued expenses payable in the ordinary
course of business, (ii) any earn-out obligations, including deferred or other contingent purchase price obligations
(including deferred performance incentives, whether or not a service component is required from the transferor or its
related party), until such obligation becomes a liability on the balance sheet of such Person in accordance with IFRS
and is not paid after becoming due and payable and (iii) accruals for payroll and other liabilities accrued in the ordi-
nary course of business);

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 (6) net obligations of such Person under any Hedging Obligations;

(7) all obligations of such Person in respect of Disqualified Stock, if and to the extent that the forego-
ing would constitute indebtedness or a liability in accordance with IFRS;

(8) to the extent not otherwise included above, all Guarantees of such Person in respect of Indebted-
ness described in clauses (1) through (7) in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partner-
ship or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such
Person is a general partner, except to the extent such Person’s liability for such Indebtedness is otherwise limited
and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Net Debt, (B) in
the case of the Parent Guarantor and the Restricted Subsidiaries, exclude all intercompany Indebtedness in the ordi-
nary course of business having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and
(C) exclude (i) deferred compensation payable to officers, directors or employees of such Person or any of its Sub-
sidiaries, (ii) deferred rent, deferred revenue and deferred Taxes, in each case, in the ordinary course of business,
(iii) payments and distributions to dissenting stockholders of such Person pursuant to applicable law, (iv) any obliga-
tions attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, con-
tingent or potential) with respect thereto, (v) trade liabilities and accounts and accrued expenses payable in the ordi-
nary course of business, (vi) any purchase price adjustment or earn-out obligation until such obligation is not paid
after becoming due and payable, (vii) accruals for payroll, obligations under employment arrangements and other
liabilities accrued in the ordinary course of business, and (viii) obligations under or in respect of Qualified Securiti-
zation Transactions or Qualified Receivables Facilities. The amount of any net obligation under any Swap Contract
on any date shall be deemed to be the Swap Termination Value thereof as of such debt. The amount of Indebtedness
of any Person for purposes of clause (7) that is made non-recourse or limited recourse (limited solely to the assets
securing such Indebtedness) to such Person shall be deemed to be equal to the lesser of (i) the aggregate unpaid
amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by
such Person in good faith.

The term “Indebtedness” shall not include any prepayments of deposits received from clients or customers
in the ordinary course of business, or obligations under any license, permit or other approval (or Guarantees given in
respect of such obligations) incurred prior to the Completion Date or in the ordinary course of business. Indebted-
ness shall be calculated without giving effect to the provisions of ASC 815, Derivatives and Hedging and related
interpretations to the extent such provisions would otherwise increase or decrease an amount of Indebtedness for any
purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such
Indebtedness.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant
to Persons engaged in a Permitted Business, in each case of nationally recognized standing that is, in the good faith
determination of the Parent Guarantor, qualified to perform the task for which it has been engaged.

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

“Intercreditor Agreements” means the collective reference to the ABL/Cash Flow Intercreditor Agreement,
the First Lien Intercreditor Agreement and any Junior Lien Priority Intercreditor Agreement.

“Inventory” has the meaning assigned to such term in the ABL/Cash Flow Intercreditor Agreement.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency
or instrumentality thereof (other than Cash Equivalents) and in each case with maturities not exceeding two years
from the date of acquisition;

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 (2) securities that have a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB-
(or the equivalent) by S&P, or an equivalent rating by any other “nationally recognized statistical rating organiza-
tion” within the meaning of Rule 15c3-1 (c)(2)(vi)(F) under the Exchange Act;

(3) investments in any fund that invests at least 95% of its assets in investments of the type described
in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution;
and

(4) instruments of the general type described in clauses (1), (2) or (3) above in countries other than the
United States customarily utilized for high quality investments and in each case with maturities not exceeding two
years from the date of acquisition.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (includ-
ing Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts re-
ceivable, credit card and debit card receivables, trade credit, advances to customers, commission, travel, and similar
advances to any future, present or former employees, directors, officers, independent contractors, members of man-
agement, manufacturers and consultants, in each case made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and the
purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property
and assets or business of another Person or assets constituting a business unit, line of business, book of business or
division of such Person (excluding, in the case of the Parent Guarantor and the Restricted Subsidiaries, intercom-
pany advances or indebtedness in the ordinary course of business having a term not exceeding 364 days (inclusive of
any roll-over or extensions of terms)). For purposes of the definitions of “Unrestricted Subsidiary” and “Permitted
Investments” and Sections 4.07 and 4.17:

(1) “Investments” shall include the portion (proportionate to the Parent Guarantor’s Equity Interest in
such Subsidiary) of the fair market value of the net assets of a Subsidiary at the time that such Subsidiary is desig-
nated an Unrestricted Subsidiary; provided, that upon a redesignation of such Subsidiary as a Restricted Subsidiary
of, the Parent Guarantor shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidi-
ary in an amount (if positive) equal to:

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

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

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

For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actu-
ally invested (measured at the time of the original Investment), without adjustment for subsequent increases or de-
creases in the value of such Investment, less any Returns in respect of such Investment (not in excess of the original
amount of such Investment); provided, that in lieu of treating any Returns as a deduction to the amount of any appli-
cable Investment, the Parent Guarantor may instead elect that such Returns be used to increase Section
4.07(a)(z)(D)(i) to the extent such Returns would otherwise be permitted to increase such clause pursuant to the
terms thereof.

“IPO Reorganization Transaction” means any re-organization or other similar activities among the Parent
Guarantor and any of its Restricted Subsidiaries in connection with and reasonably related to consummating a Quali-
fied IPO, so long as, after giving effect thereto, (a) the Parent Guarantor and the Guarantors are in compliance with
the “Collateral and Guarantee Requirement” (as shall be defined in the ABL Credit Agreement) and the collateral
and further assurances section in this Indenture, (b) taken as a whole, the value of the Collateral securing the Parent
Guarantor’s obligations under this Indenture and the Notes and the Notes Guarantees are not materially reduced, and

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(c) the Liens in favor of the Collateral Agent for the benefit of the Notes Secured Parties under the collateral docu-
ments are not materially impaired.

“Issue Date” means the first date on which the Initial Notes (excluding, for the avoidance of doubt, any Ad-
ditional Notes) are issued.

“Junior Lien Priority” means Indebtedness that is secured by a Lien that is junior in priority to the Liens
on the Collateral securing the Notes and subject to the Intercreditor Agreements on a basis that is no more favorable
to the holders of such Indebtedness than the provisions described in any Junior Lien Priority Intercreditor Agree-
ment and the ABL/Cash Flow Intercreditor Agreement applicable to the holders of Permitted Junior Lien Obliga-
tions.

“Junior Lien Priority Intercreditor Agreement” means a senior priority/junior priority intercreditor agree-
ment (as may be amended, amended and restated, supplemented or otherwise modified from time to time in accord-
ance with the terms hereof and thereof, including pursuant to any joinder agreement thereto) with (together with
other relevant Persons) any collateral agent and/or other authorized representative of any Indebtedness having Junior
Lien Priority, which intercreditor agreement shall provide for the subordination of Liens on such Indebtedness to the
Liens securing the notes and other intercreditor provisions with respect to such Indebtedness that are reasonably cus-
tomary in the good faith determination of the Co-Issuers (for intercreditor agreements providing junior priority liens)
(and the Collateral Agent shall (without any obligation to review or negotiate the terms of such Junior Lien Priority
Intercreditor Agreement) sign any such Junior Lien Priority Intercreditor Agreement upon delivery of an Officers’
Certificate of any Co-Issuer, to which it may conclusively rely without liability, certifying that such Junior Lien Pri-
ority Intercreditor Agreement is permitted or authorized by the terms of this Indenture).

“Legal Reservations” means, with respect to any Non-North American Guarantor:

(a) the principle that certain remedies (including equitable remedies and remedies that are
analogous to equitable remedies in the applicable jurisdiction) may be granted or refused at the discretion of
the court, the principles of reasonableness and fairness, the limitation of enforcement by laws relating to
bankruptcy, insolvency, liquidation, reorganization, winding-up, court schemes, moratoria, administration,
examinership and other laws generally affecting the rights of creditors and secured creditors and similar
principles or limitations under the laws of any applicable jurisdiction;

(b) the time barring of claims under applicable limitation laws and defenses of acquiescence,
set-off or counterclaim and the possibility that an undertaking to assume liability for or to indemnify a person
against non-payment of stamp duty may be void and defenses of set-off, counterclaim or acquiescence and
similar principles or limitations under the laws of any applicable jurisdiction;

(c) the principle that in certain circumstances Liens granted by way of fixed charge may be
recharacterized as a floating charge or that Liens purported to be constituted as an assignment may be rechar-
acterized as a charge;

(d) the principle that additional or default interest imposed pursuant to any relevant agreement
may be held to be unenforceable on the grounds that it is a penalty and thus void;

(e) the principle that a court may not give effect to an indemnity for legal costs incurred by an
unsuccessful litigant;

(f) the principle that the creation or purported creation of Liens over (i) any asset not benefi-
cially owned by the relevant charging company at the date of the relevant security document or (ii) any claim,
other right, contract or agreement (or contract or agreement relating to or governing the claim or other right)
which is subject to a prohibition on transfer, assignment or charging, may be void, ineffective or invalid and
may give rise to a breach of the contract or agreement over which Liens have purportedly been created;

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 (g) the possibility that a court may strike out a provision of a contract for rescission or oppres-
sion, undue influence or similar reason;

(h) the principle that a court may not give effect to any parallel debt provisions, covenants to
pay or other similar provisions;

(i) the principle that certain remedies in relation to regulated entities may require further ap-
proval from government or regulatory bodies or pursuant to agreements with such bodies;

(j) the principles of private and procedural laws of the relevant jurisdiction which affect the
enforcement of a foreign court judgment;

(k) the principle that in certain circumstances pre-existing Liens purporting to secure further
advances or any refinancing may be void, ineffective, invalid or unenforceable; and

(l) any other matters which are set out as qualifications or reservations (however described)
as to matters of law in any Opinions of Counsel addressed to the Co-Trustees.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, deposit arrange-
ment, encumbrance, lien (statutory or other), hypothec, charge, or other security interest or preferential arrangement
of any kind or nature whatsoever (including any conditional sale or other title retention agreement), any easement,
right of way or other encumbrance on title to Real Property, and any Capitalized Lease having substantially the same
economic effect as any of the foregoing); provided that in no event shall an operating lease in and of itself be
deemed a Lien.

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

“LTM EBITDA” means Consolidated EBITDA of the Parent Guarantor measured for the period of the most
recently ended Test Period, with such pro forma adjustments giving effect to such Indebtedness, acquisition, Invest-
ment or other transaction or event, as applicable, since the start of such four quarter period and as are consistent with
the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio” and in the Limited Condition
transaction section set forth herein.

“Management Stockholder” means any present or former members of management of any Group member
who are investors in any Group member or any direct or indirect parent thereof, including, for the avoidance of
doubt any future members of management of any Group member who are investors in any Group member or any
direct or indirect parent thereof, including, for the avoidance of doubt any future member of management who is
elected, appointed or hired when the Permitted Holders (excluding such future Person) have the right or the ability
by voting power, contract or otherwise to elect or designate for election at least a majority of the Board of Directors
of the Parent Guarantor.

“Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of
common Equity Interests of the Parent Guarantor or the applicable Parent Company, as applicable, on the date of the
declaration of a Restricted Payment permitted pursuant to the exception to the covenant described in Section
4.07(b)(12) multiplied by (ii) the arithmetic mean of the closing prices per share of such common Equity Interests on

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the principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading
days immediately preceding the date of declaration of such Restricted Payment.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Effect” means any event, circumstance or condition that has had a materially adverse
effect on (a) the business, operations, assets or financial condition of the Parent Guarantor and its Subsidiaries, taken
as a whole, (b) the ability of the Parent Guarantor, the Co-Issuers and the other Guarantors (taken as a whole) to per-
form their payment obligations under the Notes and the Guarantees or (c) the rights and remedies of the Holders of
the Notes, the Collateral Agent or the Co-Trustees under the Notes, this Indenture and the Security Documents.

“Material Real Property” means any fee-owned Real Property located in the United States that is owned by
any Co-Issuer or any Guarantor with a fair market value in excess of $5,000,000 (at the Completion Date or, with
respect to fee-owned Real Property located in the United States acquired after the Completion Date, at the time of
acquisition, in each case, as reasonably estimated by the Parent Guarantor in good faith).

“Material Subsidiary” means, as of the Completion Date and thereafter at any date of determination, each
Restricted Subsidiary of the Parent Guarantor which has earnings before interest, tax, depreciation and amortization
(calculated (I) on an unconsolidated basis and (II) by excluding goodwill, intra-Group items and investments in sub-
sidiaries (in each case to the extent applicable) and (III) otherwise on the same basis as Consolidated EBITDA) rep-
resenting 5% or more of Consolidated EBITDA; provided that: (a) such calculation shall be determined by reference
to the most recent compliance certificate required to be delivered by the Parent Guarantor pursuant to the ABL Ad-
ministrative Agent in respect of the latest annual financial statements delivered to the Co-Trustees in accordance
with the reporting requirements hereunder (and, in respect of any period pursuant to the delivery of a compliance
certificate, the most recent audited consolidated financial statements of the Parent Guarantor); (b) any entity having
negative earnings before interest, tax, depreciation and amortization shall be deemed to have zero earnings before
interest, tax, depreciation and amortization; and (c) other than for purposes of determining an Event of Default here-
under, each Restricted Subsidiary which is an Excluded Subsidiary will not be considered a Material Subsidiary.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgaged Property” means any Material Real Property of any Co-Issuer or any Guarantor, which will be
encumbered (or required to be encumbered) by a Mortgage.

“Mortgages” means collectively, the deeds of trust, trust deeds, deeds of hypothec and mortgages made by
the Guarantors in favor or for the benefit of the Notes Collateral on behalf of the Notes Secured Parties creating and
evidencing a Lien on any Material Real Property for which a Mortgage is required pursuant to the terms of this In-
denture, in each case, as the same may from time to time be amended, restated, supplemented or otherwise modified.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in ac-
cordance with IFRS and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds and Cash Equivalents actually received by the Parent
Guarantor or any of its Restricted Subsidiaries in respect of any Asset Sale (including any cash or Cash Equivalents
received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale,
but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed asset or other consid-
eration received in any other non-cash form) any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casu-
alty insurance settlements and condemnation awards, but in each case only as and when received), net of (including,
without limitation, in connection with the sale and disposition of such Designated non-cash Consideration) (i) out-
of-pocket fees and expenses actually incurred in connection therewith (including attorneys’ fees, accountants’ fees,
investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer
taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary
fees and expenses actually incurred in connection therewith), (ii) the principal amount of any Indebtedness (other
than Indebtedness owed to the Parent Guarantor or any of its Restricted Subsidiaries) that is secured by a Lien (other

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than a Lien that ranks pari passu with or junior to the Liens securing the Note Obligations) on the asset subject to
such Asset Sale and that is required to be repaid in connection with such Asset Sale (other than Indebtedness under
this Indenture), together with any applicable premium, penalty, make-whole payment, interest, breakage costs and
other similar amounts, (iii) in the case of any Asset Sale by a Restricted Subsidiary that is not a Wholly-Owned Re-
stricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii))
attributable to minority interests and not available for distribution to or for the account of the Parent Guarantor or
any of its Wholly-Owned Restricted Subsidiaries as a result thereof, (iv) taxes (or distributions, including Permitted
Payments to Parent, permitted by this Indenture) paid or reasonably estimated to be payable, directly or indirectly, as
a result thereof (including taxes that are or would be imposed on the distribution or repatriation of any such Net Pro-
ceeds), (v) the amount of any reasonable reserve established in accordance with IFRS against any adjustment to the
sale price or any liabilities (other than any taxes deducted pursuant to clause (iv) above) (x) related to any of the ap-
plicable assets and (y) retained by the Parent Guarantor or any of its Restricted Subsidiaries including, without limi-
tation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or
against any indemnification obligations and (vi) any funded escrow established pursuant to the documents evidenc-
ing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price asso-
ciated with any such sale or disposition (provided that to the extent that any amounts are released from such escrow
to the Parent Guarantor or any of its Restricted Subsidiaries, such amounts net of any related expenses shall consti-
tute Net Proceeds).

“Non-Guarantor Subsidiary” means a Subsidiary that is not a Guarantor.

“Non-North American Collateral” means any Collateral under documentation governed by the laws of the
Non-North American Jurisdictions.

“Non-North American Guarantor” means each Guarantor incorporated or organized in the Non-North
American Jurisdictions.

“Non-North American Jurisdictions” means any jurisdiction other than Canada or any province or territory
thereof and the United States or any state of the United States or the District of Columbia (and, for the avoidance of
doubt, excluding Puerto Rico or any territory of the United States).

“Non-North American Restricted Subsidiary” means any Restricted Subsidiary that is not a Canadian Re-
stricted Subsidiary or a Domestic Restricted Subsidiary.

“Non-North American Subsidiary” means any Subsidiary of the Parent Guarantor incorporated or organized
in the Non-North American Jurisdictions.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Parent Guarantor nor any of its Restricted Subsidiaries (a) provides credit
support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b)
is directly or indirectly liable as a guarantor or otherwise; and

(2) as to which the obligees in respect of such Indebtedness have been notified in writing that they
will not have any recourse to the stock or assets of the Parent Guarantor, or any of its Restricted Subsidiaries (other
than the Equity Interests of an Unrestricted Subsidiary).

“North Acquireco” means Intelligent Packaging Limited Purchaser Inc., a corporation consisting under the
laws of Canada.

“North American Guarantor” means (i) each U.S. Guarantor and (ii) each Canadian Guarantor.

“Note Guarantee” means the Guarantee by each Guarantor of the Parent Guarantor’s obligations under this
Indenture and the Notes, executed pursuant to the provisions of this Indenture.

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 “Notes Documents” means the Indenture, the Notes and the Security Documents.

“Notes Obligations” means Obligations in respect of the Notes, this Indenture, the Guarantees and the Se-
curity Documents relating to the Notes.

“Notes Secured Parties” means the Co-Trustees, the Collateral Agent and the Holders of the Notes.

“Not-for-Profit Subsidiary” means an entity, including entities qualifying under Section 501 (c)(3) of the
Code, that uses surplus revenue to achieve its goals rather than distributing them as profit or dividends.

“Obligations” means any principal, interest (including any interest, fees and other amounts accruing subse-
quent to the filing of a petition in bankruptcy, reorganization, arrangement or similar proceeding at the rate provided
for in the documentation with respect thereto, whether or not such interest, fees and other amounts is an allowed
claim under applicable state, provincial, territorial, federal or foreign law), premium, penalties, fees, indemnifica-
tions, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ ac-
ceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, in-
demnifications, reimbursements, damages and other liabilities, payable under the documentation governing any In-
debtedness.

“Offering Memorandum” means the offering memorandum dated as of September 25, 2020 relating to the
offering of the Notes on the Issue Date.

“Officer” means any chief executive officer, president, vice president, chief financial officer, chief operat-
ing officer, chief administrative officer, secretary or assistant secretary, controller, treasurer or assistant treasurer or
other similar officer or Person performing similar functions (including, in the case of a limited partnership, any Per-
son serving in such role or performing such functions of any general partner of such limited partnership) of any Co-
Issuer or any Guarantor.

“Officer’s Certificate” means a certificate that meets the requirements set forth in this Indenture signed on
behalf of the Co-Issuers and/or the Parent Guarantor by an Officer of the Parent Guarantor, who in the case of no-
default certificates must be the principal executive officer, the principal financial officer, the treasurer or the princi-
pal accounting officer of the Co-Issuers and/or the Parent Guarantor (or the Parent Guarantor’s general partner).

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably satisfactory to the Co-
Trustees. The counsel may be an employee of or counsel to the Parent Guarantor or its Subsidiaries.

“ordinary course of business” or any variation thereof as used herein means (i) in the ordinary course of
business of, or in furtherance of an objective that is in the ordinary course of business of the Parent Guarantor or any
Subsidiary, as applicable, (ii) customary and usual in the industry or industries of the Parent Guarantor and its Sub-
sidiaries in any jurisdiction in which the Parent Guarantor or any such Subsidiary does business, as applicable, or
(iii) generally consistent with the past or current practice of the Parent Guarantor or such Subsidiary, as applicable,
or any similarly situated businesses, as applicable.

“Other STA Province” has the meaning specified in the definition of “STA.”

“Parent Company” means any Person that is a direct or indirect parent (which may be organized as, among
other things, a partnership) of the Parent Guarantor.

“Parent Guarantor” shall mean Intelligent Packaging Sub Limited Partnership, a limited partnership
formed under the laws of Ontario.

“Parent Guarantor U.S. Subsidiary” means a direct or indirect U.S. Subsidiary of the Parent Guarantor
other than any direct or indirect Subsidiary of North Acquireco that is a direct or indirect parent of Amalco.

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 “Pari Passu Lien Priority” means, relative to specified Indebtedness, having equal Lien priority on speci-
fied Collateral (without regard to any waterfall provisions or the ability to exercise remedies) and subject to the First
Lien Intercreditor Agreement.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an ac-
count with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear
and Clearstream).

“Perfection Requirements” means, with respect to any Non-North American Guarantors, the making or the
procuring of the appropriate registrations, filing, endorsements, notarization, stampings and/or notifications of or
under the Security Documents and/or the Liens created thereunder and any other actions or steps, necessary in any
jurisdiction or under any laws or regulations in order to create or perfect any Liens or the Security Documents or to
achieve the relevant priority expressed therein, in each case, that are required to be taken by the terms of the Secu-
rity Documents.

“Permitted Acquisition” has the meaning specified in clause (3) of the definition of “Permitted Invest-
ments.”

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Busi-
ness Assets or a combination of Related Business Assets and cash and Cash Equivalents; provided, that any cash and
Cash Equivalents received are applied in accordance with Section 4.10.

“Permitted Business” means any business, service or activity that is the same as, not substantially different
from, or reasonably related, incidental, ancillary, complementary or similar to, or that is a reasonable extension or
development of, any of the businesses, services or activities in which the Parent Guarantor and its Restricted Subsid-
iaries are engaged, or proposed to be in engaged, on the Completion Date.

“Permitted Holders” means (A) (i) any of the Sponsor, the Co-Investor and any of their Permitted Transfer-
ees, (ii) any Management Stockholders and any of their Permitted Transferees, and (iii) any “group” (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of
the foregoing are members; provided that in the case of such “group” and without giving effect to the existence of
such “group” or any other “group,” such Persons specified in clauses (i), (ii) or (iii) above, collectively, have benefi-
cial ownership, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Parent
Guarantor or any of Parent Company held by such “group,” and (B) any Person acting in the capacity of an under-
writer (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public
or private offering of Capital Stock of the Parent Guarantor or any Parent Company. Any person or group, together
with its Affiliates, whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a
Change of Control Offer is made or waived in accordance with the requirements of this Indenture will thereafter
constitute an additional Permitted Holder.

“Permitted Investments” means:

(1) any Investment in the Parent Guarantor or in a Restricted Subsidiary of the Parent Guarantor (in-
cluding in the Notes and any Capital Stock of the Parent Guarantor or any Restricted Subsidiary);

(2) any Investment in cash, Cash Equivalents or Investment Grade Securities and Investments that
were Cash Equivalents or Investment Grade Securities when made;

(3) any Investment by the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor in a
Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Parent Guarantor; or

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 (b) such Person is in one or a series of related transactions is amalgamated, merged or consolidated
with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Parent Guarantor or a
Restricted Subsidiary of the Parent Guarantor (this clause (3), a “Permitted Acquisition”);

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that
was made pursuant to Section 4.10 or from any disposition of property or assets not constituting an Asset Sale;

(5) any Investment solely in exchange for, or out of the proceeds of, the issuance of Equity Interests
(other than Disqualified Stock) of the Parent Guarantor or of any Parent Company;

(6) any Investments received in compromise or resolution of (a) obligations of trade creditors or cus-
tomers that were incurred in the ordinary course of business, including as a result of foreclosure, perfection (or op-
posability against third parties in the case of Quebec) or enforcement of any Lien, or in satisfaction of judgments or
pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade credi-
tor or customer or otherwise in respect of any secured Investment or other transfer of title with respect to any se-
cured Investment in default; or (b) litigation, arbitration or other disputes;

(7) Investments represented by Hedging Obligations or any Cash Management Services;

(8) loans or advances to, or guaranties of Indebtedness of, any future, present or former directors, of-
ficers, employees, independent contractors, consultants, advisors, service providers or members of management (and
their Controlled Investment Affiliates and Immediate Family Members) in an aggregate principal amount not to ex-
ceed the greater of $7.50 million and 7.50% of LTM EBITDA (with the amount of each Investment being measured
at the time such Investment is made and without giving effect to subsequent changes in value, but subject to adjust-
ment as set forth in the definition of “Investment”);

(9) to the extent constituting an Investment, repurchases of the Notes and other Indebtedness that is
not Subordinated Indebtedness;

(10) (a) any guarantee of Indebtedness permitted to be incurred under Section 4.09 and (b) the creation
of Liens on the assets of the Parent Guarantor or any of its Restricted Subsidiaries in compliance with Section 4.12;

(11) any Investment existing on, or made pursuant to binding commitments, agreements or arrange-
ments existing on the Completion Date and any Investment consisting of an extension, modification, renewal, re-
placement, refunding or refinancing of any investment existing on, or made pursuant to a binding commitment,
agreements or arrangements existing on the Completion Date; provided that the amount of any such Investment may
be increased (a) as required by the terms of such Investment as in existence on the Completion Date or (b) as other-
wise permitted under this Indenture;

(12) Investments acquired after the Completion Date as a result of the acquisition by the Parent Guar-
antor or any Restricted Subsidiary of the Parent Guarantor of another Person, including by way of a merger, arrange-
ment, amalgamation or consolidation with or into the Parent Guarantor or any of its Restricted Subsidiaries in a
transaction that is not prohibited by Section 5.01 after the Completion Date to the extent that such Investments were
not made in contemplation of such acquisition, merger, arrangement, amalgamation or consolidation and were in
existence on the date of such acquisition, merger, arrangement, amalgamation or consolidation;

(13) Investments by the Parent Guarantor or its Restricted Subsidiaries consisting of deposits, prepay-
ment and other credits to suppliers or landlords made in the ordinary course of business;

(14) guaranties, keepwells and similar arrangements made in the ordinary course of business of obliga-
tions owed to landlords, suppliers, customers, franchisees and licensees of the Parent Guarantor or its Subsidiaries
and performance guarantees with respect to the obligations that are permitted by this Indenture or incurred in the
ordinary course of business;

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 (15) any Investment acquired by the Parent Guarantor or any of its Restricted Subsidiaries (a) in ex-
change for any other Investment or accounts receivable held by the Parent Guarantor or any such Restricted Subsidi-
ary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Parent Guar-
antor, or settlement of delinquent accounts and disputes with or judgments against, the issuer of such other Invest-
ment or accounts receivable, or (b) as a result of a foreclosure by the Parent Guarantor or any of its Restricted Sub-
sidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in
default;

(16) Investments made in connection with the Arrangement Transactions (including the payment of the
purchase consideration under the Arrangement Agreement) or consisting of a Permitted Reorganization or IPO Re-
organization Transaction;

(17) Investments consisting of the licensing, sublicensing or contribution of intellectual property pursu-
ant to joint marketing arrangements with other Persons;

(18) Investments in joint ventures and Permitted Businesses and Unrestricted Subsidiaries of the Parent
Guarantor or any of its Restricted Subsidiaries in an aggregate amount, taken together with all other Investments
made pursuant to this clause (18) that are at the time outstanding, not to exceed the greater of (x) $25.00 million and
(y) 25% of LTM EBITDA, at any one time outstanding (with the Fair Market Value of each Investment being meas-
ured at the time made and without giving effect to subsequent changes in value) plus the amount of any cash returns
to the Parent Guarantor or any of its Restricted Subsidiaries (including dividends, payments, interest, distributions,
returns of principal, profits on sale, repayments, income or similar amounts) in respect of such Investments;

(19) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equip-
ment or purchases of contract rights or licenses or contributions of intellectual property or leases, in each case, in the
ordinary course of business; provided, however, that if any Investment pursuant to this clause (19) is made in any
Person that is not a Restricted Subsidiary of the Parent Guarantor at the date of the making of such Investment and
such Person becomes a Restricted Subsidiary of the Parent Guarantor after such date, such Investment shall thereaf-
ter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this
clause (19) for so long as such Person continues to be a Restricted Subsidiary of the Parent Guarantor;

(20) (i) Investments by the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor in any
Receivables Facility or any Securitization Entity or any Investments by a Securitization Entity in any other Person in
connection with a Qualified Securitization Transaction, including Investments of funds held in accounts permitted or
required by the arrangements governing such Qualified Securitization Transaction or any related Indebtedness or (ii)
distributions or payments of Securitization Fees and purchases of Securitization Assets or Receivables Assets pursu-
ant to a Securitization Repurchase Obligation in connection with a Qualified Securitization Transaction or a Receiv-
ables Facility;

(21) loans and advances to or notes received from employees, directors, officers, members of manage-
ment, independent contractors, advisors, service providers and consultants for business-related travel expenses, en-
tertainment expenses, moving expenses, payroll advances and other similar expenses or payroll expenses, in each
case incurred in the ordinary course of business or to future, present and former employees, directors, officers, mem-
bers of management, independent contractors, advisors, service providers and consultants (and their Controlled In-
vestment Affiliates and Immediate Family Members) to fund such Person’s purchase of Equity Interests of the Par-
ent Guarantor or any Parent Company;

(22) any transaction to the extent it constitutes an Investment that is permitted by and made in accord-
ance with the provisions of Section 4.11(b) (except transactions described in clauses (6), (10), (11) and (13) of Sec-
tion 4.11(b));

(23) any acquisition of assets or Capital Stock solely in exchange for, or out of the net cash proceeds
received from, the issuance of Equity Interests (other than Disqualified Stock) of the Parent Guarantor or any contri-
bution to the common equity of the Parent Guarantor; provided that the amount of any such net cash proceeds that
are utilized for any such Investment pursuant to this clause (23) will be excluded from Section 4.07(a)(z)(B);

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 (24) other Investments in any Person having an aggregate Fair Market Value, when taken together with
all other Investments made pursuant to this clause (24) that are at the time outstanding not to exceed the greater of
(x) $40.00 million and (y) 40% of LTM EBITDA (with the amount of each Investment and LTM EBITDA being
measured at the time such Investment is made and without giving effect to subsequent changes in value but subject
to adjustment as set forth in the definition of “Investment”); provided, however, that if any Investment pursuant to
this clause (24) is made in any Person that is not a Restricted Subsidiary of the Parent Guarantor at the date of the
making of such Investment and such Person becomes a Restricted Subsidiary of the Parent Guarantor after such
date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to
have been made pursuant to this clause (24) for so long as such Person continues to be a Restricted Subsidiary of the
Parent Guarantor;

(25) any Investment by the Parent Guarantor or any of its Restricted Subsidiaries in a Person engaged
in a Permitted Business (other than an Investment in an Unrestricted Subsidiary) having an aggregate Fair Market
Value, taken together with all other Investments made pursuant to this clause (25) that are at the time outstanding,
not to exceed the greater of (x) $30.00 million and (y) 30% of LTM EBITDA (with the Fair Market Value of each
Investment being measured at the time made and without giving effect to subsequent changes in value, but subject to
adjustment as set forth in the definition of “Investment”), at any one time outstanding; provided, however, that if any
Investment pursuant to this clause (25) is made in any Person that is not a Restricted Subsidiary of the Parent Guar-
antor at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Parent
Guarantor after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1)
above and shall cease to have been made pursuant to this clause (25) for so long as such Person continues to be a
Restricted Subsidiary of the Parent Guarantor;

(26) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value (measured on the
date each such Investment was made and without giving effect to subsequent changes in value), when taken together
with all other Investments made pursuant to this clause (26) that are at that time outstanding not to exceed the
greater of $25.0 million and 25% of LTM EBITDA, at any one time outstanding plus the amount of any cash returns
to the Parent Guarantor or any of its Restricted Subsidiaries (including dividends, payments, interest, distributions,
returns of principal, profits on sale, repayments, income or similar amounts) in respect of such Investments; pro-
vided, however, that if any Investment pursuant to this clause (26) is made in any Person that is not a Restricted
Subsidiary of the Parent Guarantor at the date of the making of such Investment and such Person becomes a Re-
stricted Subsidiary of the Parent Guarantor after such date, such Investment shall thereafter be deemed to have been
made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (26) for so long as such
Person continues to be a Restricted Subsidiary of the Parent Guarantor;

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

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

(29) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3
(or equivalent) endorsements for collection of deposit and Article 4 (or equivalent) customary trade arrangements
with customers;

(30) Investments consisting of promissory notes issued by the Parent Guarantor or any Guarantor to
future, present or former officers, directors and employees, members of management, or consultants of the Parent
Guarantor or any of its Subsidiaries or their respective estates, spouses or former spouses to finance the purchase or
redemption of Equity Interests of the Parent Guarantor or any direct or indirect parent thereof, to the extent the ap-
plicable Restricted Payment is a permitted by Section 4.07;

(31) Investments at any time outstanding that are made with Excluded Contributions that, together with
the Restricted Payments that are made with Excluded Contributions pursuant to Section 4.07(b)(13), shall not ex-
ceed the aggregate amount of Excluded Contributions;

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 (32) any Investments if on a pro forma basis after giving effect to such Investment, the Consolidated
Total Debt Ratio would be equal to or less than 4.50 to 1.00 as of the last day of the most recently ended Test Pe-
riod;

(33) advances, loans or extensions of trade credit or prepayments to suppliers or loans or advances
made to distributors, in each case, in the ordinary course of business by the Parent Guarantor or any Restricted Sub-
sidiary;

(34) any Investment in any Subsidiary or any joint venture or any Unrestricted Subsidiary in connec-
tion with intercompany cash management arrangements or related activities arising in the ordinary course of busi-
ness;

(35) Investments made in the ordinary course of business in connection with obtaining, maintaining or
renewing client contracts and loans or advances made to distributors;

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

(37) the purchase or other acquisition of any Indebtedness of the Parent Guarantor or any of its Re-
stricted Subsidiaries to the extent not otherwise prohibited hereunder;

(38) any Investment by any Captive Insurance Subsidiary in connection with its provision of insurance
to the Parent Guarantor or any of 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 that is required or
permitted by any regulatory authority having jurisdiction over such Captive Insurance Subsidiary or its business, as
applicable;

(39) acquisitions of obligations of one or more directors, officers or other employees or consultants or
independent contractors of any direct or indirect parent company of the Parent Guarantor, the Parent Guarantor or
any Subsidiary of the Parent Guarantor in connection with such director’s, officer’s, employee’s, consultant’s or in-
dependent contractor’s acquisition of Equity Interests of the Parent Guarantor or any direct or indirect parent of the
Parent Guarantor, to the extent no cash is actually advanced by the Parent Guarantor or any of its Restricted Subsidi-
aries to such directors, officers, employees, consultants or independent contractors in connection with the acquisition
of any such obligations;

(40) Investments in deposit accounts, securities accounts and commodities accounts maintained by the
Parent Guarantor or any of its Restricted Subsidiaries, so long as such accounts are used only to maintain cash and
Cash Equivalents;

(41) Investments constituting promissory notes issued by any employee or independent contractors of
the Parent Guarantor or any of its Restricted Subsidiaries in favor of the Parent Guarantor or any of its Restricted
Subsidiaries in connection with any Permitted Acquisition permitted hereunder of a Person that becomes a Re-
stricted Subsidiary as a result thereof (the “Target”) by the Parent Guarantor or any of its Restricted Subsidiaries in
which such employee or independent contractor purchases Equity Interests of the Target, which purchase is financed
with funds loaned or advanced by the Parent Guarantor or any of its Restricted Subsidiaries to such employee or in-
dependent contractor in connection with such Permitted Acquisition; provided that no Event of Default under Sec-
tion 6.01(2) or, with respect to the Parent Guarantor, Section 6.01(6) or (7) has occurred and is continuing or would
result therefrom;

(42) Investments in any Person to which the Parent Guarantor or any of its Restricted Subsidiaries out-
sources operational activities or otherwise related to the outsourcing of operational activities in the ordinary course
of business in an aggregate amount not to exceed $2,500,000; and

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 (43) loans and advances to employees or independent contractors of the Parent Guarantor or any of its
Restricted Subsidiaries so long as such loan or advance (x) constitutes an advance of one-time payment for the pur-
pose of recruitment or retention or (y) is made as an advance on projected payments under any agreement with an
independent contractor (including any promissory note issued by such independent contractor to the extent such ad-
vances are ultimately earned or repaid) or for the purposes of funding of capital expenditures in the ordinary course
of business.

For purposes of this definition, in the event that a proposed Investment (or portion thereof) meets the crite-
ria of more than one of the categories of Permitted Investments described in clauses (1) through (39) above, or is
otherwise entitled to be incurred or made pursuant to Section 4.07, the Parent Guarantor will be entitled to divide,
classify, or later reclassify, such Investment (or portion thereof) in one or more of such categories set forth above or
in Section 4.07.

“Permitted Junior Lien Obligations” means any Indebtedness having Junior Lien Priority related to the
Notes with respect to the Collateral and is not secured by any other assets, except to the extent permitted by any ap-
plicable Intercreditor Agreement then in effect; provided that (i) an authorized representative of the holders of such
Indebtedness shall have executed a joinder to the ABL/Cash Flow Intercreditor Agreement and each applicable Jun-
ior Lien Intercreditor Agreement, (ii) no such Indebtedness, to the extent incurred by a Co-Issuer or any Guarantor,
shall be guaranteed by any Person other than the Co-Issuers or any Guarantor, (iii) no such Indebtedness shall be
subject to scheduled amortization or have a final maturity, in either case prior to the date occurring ninety-one (91)
days following the maturity date of the Notes then outstanding, (iv) any “asset sale” mandatory prepayment provi-
sion or offer to prepay covenant included in the agreement governing such Indebtedness, to the extent incurred by a
Co-Issuer or any Guarantor, shall provide that the Co-Issuer or the respective Guarantor shall be permitted to repay
obligations, and terminate commitments, under this Indenture before prepaying or offering to prepay such Indebted-
ness, (v) in the case of any such Indebtedness incurred by the Co-Issuers or any Guarantor that is secured (a) except
to the extent permitted by any applicable Intercreditor Agreement then in effect, such Indebtedness is secured by
only assets comprising Collateral on a junior-lien basis relative to the Liens on such Collateral securing the Obliga-
tions of the Co-Issuers and the Guarantors in respect of the Notes and the Note Guarantees, and not secured by any
property or assets of the Parent Guarantor or any of its Subsidiaries other than the Collateral and (b) the security
agreements relating to such Indebtedness are substantially the same as the Security Documents as certified to the
Co-Trustees and the Collateral Agent by the Co-Issuers.

“Permitted Liens” means:

(1) Liens on assets of the Parent Guarantor or any of its Restricted Subsidiaries securing Indebtedness
and other Obligations that were incurred pursuant to clause (1) (provided that (i) if any such Indebtedness has Pari
Passu Lien Priority relative to the Note Obligations with respect to the Collateral then it shall not be secured by any
other assets that do not constitute Collateral, except to the extent permitted by any applicable Intercreditor Agree-
ment then in effect and (ii) if the Liens securing such Indebtedness on the ABL Priority Collateral are senior to the
Liens securing the Notes, then, in such case, the Liens securing such Indebtedness on the Fixed Asset Priority Col-
lateral shall rank junior to the Liens securing the Notes on such Fixed Asset Priority Collateral pursuant to the terms
of the applicable Intercreditor Agreement), (8), (15), (22) or (32) (solely in the case of clause (32), subject to the
parenthetical above) of Section 4.09(b);

(2) Liens in favor of the Co-Issuers or Guarantors, if any;

(3) Liens on assets, property or Capital Stock of a Person existing at the time such Person becomes a
Restricted Subsidiary of the Parent Guarantor or is merged or amalgamated with or into or consolidated with the
Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor; provided that such Liens were not created in
contemplation of such Person becoming a Restricted Subsidiary of the Parent Guarantor or such merger, amalgama-
tion or consolidation and do not extend to any Collateral;

(4) Liens on assets or on property (including Capital Stock) existing at the time of acquisition of the
assets or property by the Parent Guarantor or any Subsidiary of the Parent Guarantor; provided that such Liens (a)
were in existence prior to such acquisition and not incurred in contemplation of, such acquisition and (b) do not ex-

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tend to any other assets of the Parent Guarantor or any of its Subsidiaries (other than (i) after-acquired property sub-
jected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and
other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired
property, it being understood that such requirement shall not be permitted to apply to any property to which such
requirement would not have applied but for such acquisition, (ii) customary security deposits in connection there-
with, (iii) proceeds and products thereof, (iv) insurance on such assets and the books and records regarding the fore-
going and (v) in the case of financings of equipment, such other property permitted by clause (6) hereof), it being
agreed and understood that individual financings of equipment provided by one lender may be cross collateralized to
other financings of equipment provided by such lender;

(5) (i) Liens, pledges or deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, warranties, governmental contracts, insurance and other insurance-related obligations (including, but not
limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto), judg-
ments, surety or appeal bonds, workers’ compensation obligations, performance bonds, unemployment insurance
obligations, social security obligations or other obligations of a like nature (including those to secure health, safety
and environmental obligations) incurred in the ordinary course of business (including Liens to secure letters of credit
issued, or bank guarantees incurred, to assure payment of such obligations and pledges or deposits securing liability
to insurance carriers under insurance or self-insurance arrangements), (ii) or pledges or deposits as security for con-
tested Taxes or import or customs duties or for the payment of rent, or other obligations of like nature, incurred in
the ordinary course of business and (iii) pledges and deposits in the ordinary course of business securing liability for
reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guaran-
tees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Parent Guarantor
or any Subsidiary of the Parent Guarantor;

(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the
definition of Permitted Debt covering only the assets acquired with or financed by such Indebtedness, other than the
property financed by such Indebtedness and the proceeds and products thereof, customary security deposits, insur-
ance on such assets and books and records regarding the foregoing, or securing the payment of all or a part of the
purchase price of, or securing other Indebtedness incurred to finance or refinance the acquisition, improvement or
construction of, assets or property acquired or constructed in the ordinary course of business; provided that individ-
ual financings of property or equipment provided by one lender may be cross collateralized to other financings of
property or equipment provided by such lender;

(7) Liens existing on the Completion Date (other than with respect to the ABL Credit Agreement and
the Notes);

(8) Liens for Taxes, assessments or governmental charges or claims (i) that are not yet overdue for a
period of more than thirty (30) days (or any applicable grace period related thereto, if longer) or that are being con-
tested in good faith by appropriate proceedings; provided that any reserve or other appropriate provision as is re-
quired in conformity with IFRS (or the equivalent accounting principles in the relevant local jurisdiction) has been
made therefor or (ii) where the failure to pay or discharge the same would not reasonably be expected to have, indi-
vidually or in the aggregate, a Material Adverse Effect;

(9) Liens imposed by statutory or common law, such as carriers’, warehousemen’s, materialmen’s,
landlord’s, workmen’s, repairmen’s and mechanics’ Liens or other customary Liens, so long as, in each case, such
Liens secure amounts not overdue for a period of more than sixty (60) days or if more than sixty (60) days overdue,
are unfiled and no other action has been taken to enforce such Liens or are being contested in good faith and by ap-
propriate actions or where the failure to pay or discharge the same would not reasonably be expected to have, indi-
vidually or in the aggregate, a Material Adverse Effect;

(10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way,
sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to
the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate ma-
terially adversely affect the value of said properties or materially impair their use in the operation of the business of
such Person, taken as a whole;

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 (11) Liens (including prior to the Escrow Release Date, Liens on the Escrow Account) on assets of the
Parent Guarantor or any of its Restricted Subsidiaries securing the Notes (and related Note Guarantees) issued on the
Issue Date;

(12) Liens to secure any Refinancing Indebtedness permitted to be incurred under this Indenture; pro-
vided, however, that

(a) the new Lien is limited to all or part of the same property and assets that secured or, un-
der the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus
(i) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed
by Indebtedness permitted to be incurred under this Indenture, (ii) customary security deposits in connec-
tion therewith, (iii) proceeds and products thereof and (iv) in the case of financings of equipment, such
other property permitted by clause (6) hereof, it being agreed and understood that individual financings of
equipment provided by one lender may be cross-collateralized to other financings of equipment provided
by such lender); and

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the
sum of (x) the outstanding principal amount (or accreted amount, if applicable, or, if greater, committed
amount) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such
Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums,
related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(13) Liens arising by operation of law or contract on insurance policies and proceeds thereof, or other
deposits, to secure insurance premium financings;

(14) filing of UCC financing statements or Canadian PPSA financing statements, financing change
statements or registrations (or similar filings in other applicable jurisdictions) as a precautionary measure;

(15) (i) bankers’ Liens, rights of set-off, Liens arising out of judgments, decrees, orders or awards not
constituting an Event of Default and notices of lis pendens and associated rights related to litigation being contested
in good faith by appropriate proceedings and for which adequate reserves have been made to the extent required by
IFRS and (ii) Liens arising out of judgments, decrees, orders or awards not giving rise to an Event of Default;

(16) Liens on Cash Equivalents or other property arising in connection with the defeasance, discharge
or redemption of Indebtedness;

(17) Liens on specific items of inventory or other goods and the proceeds thereof (including docu-
ments, instruments, accounts, chattel paper, letter of credit rights, general intangibles, supporting obligations, and
claims under insurance policies relating thereto) of any Person securing such Person’s obligations in respect of
bankers’ acceptances or letters of credit issued or created in the ordinary course of business for the account of such
Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(18) leases, subleases, licenses or sublicenses (including licenses or sublicenses of software and other
technology or intellectual property) and terminations thereof, in each case granted to others in the ordinary course of
business (or other agreements under which the Parent Guarantor or any Restricted Subsidiary has granted rights to
end users to access and use the Parent Guarantor’s or any Restricted Subsidiary’s products, technologies or services
in the ordinary course of business), which do not materially interfering with the conduct of the business of the Parent
Guarantor or any of its Restricted Subsidiaries, taken as a whole;

(19) Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrange-
ments for the sale of goods entered into in the ordinary course of business;

(20) statutory, common law or contractual Liens of creditor depository institutions or institutions hold-
ing securities accounts (including the right of set-off or similar rights and remedies);

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 (21) customary Liens granted in favor of a trustee (including the Co-Trustees) to secure fees and other
amounts owing to such trustee under an indenture or other agreement pursuant to which Indebtedness not prohibited
by this Indenture is issued (including this Indenture);

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

(23) Liens (i) on assets or the Capital Stock of Foreign Subsidiaries securing Indebtedness of Foreign
Subsidiaries permitted to be incurred in accordance with Section 4.09 and (ii) Liens on property of any Restricted
Subsidiary that is not a Guarantor, which Liens secure Indebtedness of any Restricted Subsidiary that is not a Guar-
antor permitted to be incurred in accordance with Section 4.09 or other obligations of any non-Subsidiary Guarantor
not constituting Indebtedness;

(24) Liens securing Hedging Obligations (including with respect to any hedge agreement, Liens on any
margin or collateral posted by the Parent Guarantor or any of its Restricted Subsidiaries under a hedge agreement as
a result of any regulatory requirement, swap clearing organization, or other similar regulations, rule, or requirement)
and not for speculative purposes; provided that such Hedging Obligations are permitted to be incurred under this
Indenture;

(25) Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar
agreements in respect of the disposition of such assets otherwise permitted under this Indenture for so long as such
agreements are in effect;

(26) other Liens with respect to obligations that do not exceed the greater of (x) $75.00 million and (y)
75% of LTM EBITDA determined as of the date of incurrence;

(27) Liens securing Indebtedness or other Obligations of the Parent Guarantor or a Restricted Subsidi-
ary of the Parent Guarantor owing to the Parent Guarantor or another Restricted Subsidiary of the Parent Guarantor
permitted to be incurred in accordance with Section 4.09;

(28) (i) leases and subleases of real property that do not materially interfere with the ordinary conduct
of the business of the Parent Guarantor or any of its Restricted Subsidiaries, (ii) Liens on property or assets under
construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by
a third party relating to such property or assets and (iii) ground leases in respect of real property on which facilities
owned or leased by the Parent Guarantor or any Restricted Subsidiary are located;

(29) Liens on accounts receivable, Securitization Assets and related assets incurred in connection with
a Securitization Transaction or Qualified Securitization Transaction and Liens on Receivables Assets arising in con-
nection with a Receivables Facility, including Liens on such receivables resulting from precautionary UCC or Cana-
dian PPSA filings or registrations or from re-characterization of any such sale as a financing or a loan;

(30) Liens on the real property and tangible personal property (and any related intangible property) that
has been sold or transferred by the Parent Guarantor or any Restricted Subsidiary to a third Person to secure Obliga-
tions in respect of such Sale/Leaseback Transaction permitted under this Indenture; provided that any Indebtedness
incurred in connection therewith is permitted pursuant to Section 4.09(b)(5);

(31) Liens incurred to secure any Cash Management Services;

(32) Liens (i) solely on any cash earnest money deposits, escrow arrangements or similar arrangements
or other cash advances made by the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor in con-
nection with any letter of intent or purchase agreement or other Investment permitted under this Indenture and (ii)
deemed to exist in connection with Investments in repurchase agreements permitted under the terms of this Inden-
ture;

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 (33) any encumbrances or restrictions (including, without limitation, put and call agreements) with re-
spect to the Capital Stock of any Restricted Subsidiary that is not a Wholly-Owned Subsidiary or any joint venture
or similar arrangement pursuant to the agreement evidencing such joint venture or similar arrangement;

(34) Liens that may arise on inventory or equipment in the ordinary course of business as a result of
such inventory or equipment being located on premises owned by Persons (including, without limitation, any client
or supplier) other than the Parent Guarantor or its Restricted Subsidiaries;

(35) Liens securing (x) Additional First Lien Obligations permitted to be incurred pursuant to Section
4.09 in an aggregate principal amount with respect to such Additional First Lien Obligations not to exceed $75.0
million plus additional amounts so long as at the time of any incurrence of such Additional First Lien Obligations
and after giving pro forma effect thereto the Consolidated First Lien Debt Ratio would not exceed 5.25 to 1.00, de-
termined on a Pro Forma Basis; provided, that any Indebtedness permitted to be secured under this subclause (x)
except to the extent permitted by any applicable Intercreditor Agreement then in effect shall not be secured by a
Lien on any assets other than the Collateral or any other assets that secure the Notes and, if not incurred under any
Credit Agreement, shall constitute Additional First Lien Obligations to the extent such Indebtedness is secured by a
Lien and (y) Permitted Junior Lien Obligations or Indebtedness secured by Liens on assets not constituting Collat-
eral, in each case, permitted to be incurred pursuant to Section 4.09 if at the time of any incurrence of such Permit-
ted Junior Lien Obligations or Indebtedness and after giving pro forma effect thereto the Consolidated Senior Se-
cured Debt Ratio would not exceed 6.00 to 1.00, determined on a Pro Forma Basis;

(36) (i) mortgages, liens, security interests, hypothecs, 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 Parent
Guarantor or any Restricted Subsidiary has easement rights or on any leased property and subordination or similar
agreements relating thereto, (ii) any condemnation, expropriation, or eminent domain proceedings affecting any real
property and (iii) deposits of cash with the owner or lessor of premises leased and operated by the Parent Guarantor
or any Subsidiary to secure the performance of the Parent Guarantor’s or such Subsidiary’s obligations under the
terms of the lease for such premises;

(37) Liens (i) on assets or property of a Restricted Subsidiary that is not a Guarantor or the assets or
property of any joint venture, in each case securing Indebtedness of any Restricted Subsidiary that is not a Guarantor
or joint venture, as applicable, that was permitted by the terms of this Indenture to be incurred, (ii) in favor of the
Parent Guarantor or a Restricted Subsidiary on assets of a non-Subsidiary Guarantor, (iii) in favor of the Parent
Guarantor or any Guarantor on assets of a Restricted Subsidiary or (iv) in favor of any Captive Insurance Subsidiary
on assets of the Parent Guarantor or any Restricted Subsidiary securing Indebtedness owed to any Captive Insurance
Subsidiary by the Parent Guarantor or such Restricted Subsidiary;

(38) Liens (i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on
items in the course of collection and (ii) attaching to commodity trading accounts or other brokerage accounts in-
curred in the ordinary course of business;

(39) Liens on Capital Stock or other securities or assets of any Unrestricted Subsidiary;

(40) any interest or title (and all encumbrances and other matters affecting such interest or title) of a
lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest un-
der leases, subleases, licenses or sublicenses entered into by the Parent Guarantor or any Restricted Subsidiary in the
ordinary course of business;

(41) Liens that are contractual rights of set-off or rights of pledge (i) relating to the establishment of
depository relations with banks or other deposit-taking financial institutions and not given in connection with the
issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Parent Guarantor or any Restricted
Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the
Parent Guarantor or any Restricted Subsidiary or (iii) relating to purchase orders and other agreements entered into
with customers or suppliers of the Parent Guarantor or any Restricted Subsidiaries in the ordinary course of busi-
ness;

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 (42) Liens on property of any non-U.S. Subsidiary arising mandatorily under the laws of the jurisdic-
tion of organization of such non-U.S. Subsidiary;

(43) Liens on equipment or vehicles of the Parent Guarantor or any Restricted Subsidiary granted in the
ordinary course of business;

(44) Liens securing obligations in respect of Indebtedness constituting Additional Fixed Asset Obliga-
tions (except to the extent such Liens are on property that does not constitute Collateral) permitted to be incurred
pursuant to Section 4.09(b)(13)(i), (13)(ii) or (17); provided that, if any such Liens secure Indebtedness for bor-
rowed money, such Liens shall be subject to the applicable Intercreditor Agreement(s) (except to the extent such
Liens are on property that does not constitute Collateral); and

(45) Liens arising in connection with any Permitted Reorganization or IPO Reorganization Transac-
tion.

The expansion of Liens by virtue of accrual of interest, the accretion of accreted value, the payment of in-
terest or dividends in the form of additional Indebtedness, amortization of original issue discount and increases in
the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not
be deemed to be an incurrence of Liens for purposes of this definition of “Permitted Liens”.

For purposes of determining compliance with this definition, (x) Permitted Liens need not be incurred
solely by reference to one category of Permitted Liens described above but are permitted to be incurred in part under
any combination thereof and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more
categories of Permitted Liens described above, the Parent Guarantor shall, in its sole discretion, classify (or later re-
classify) or divide such item of Permitted Liens (or any portion thereof) in any manner that complies with this defi-
nition and (z) in the event that a portion of Indebtedness secured by a Lien that is incurred after the Completion Date
could be classified as secured in part pursuant to clause (1), (35) or (44) above (giving effect to the incurrence of
such portion of such Indebtedness), the Parent Guarantor, in its sole discretion, may classify such portion of such
Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to clause (1), (35) or (44)
above and thereafter the remainder of the Indebtedness as having been secured pursuant to one or more of the other
clauses of this definition.

“Permitted Payments to Parent” means the declaration and payment of dividends or other payments to, or
the making of loans to, any Parent Company in amounts required for any Parent Company (and, in the case of clause
(3) below, its direct or indirect members), to pay, in each case without duplication:

(1) general corporate operating and overhead costs and expenses (including, without limitation, ex-
penses related to reporting obligations and any franchise and similar taxes, and other fees and expenses, required to
maintain their corporate existence) of any Parent Company ;

(2) (i) fees and expenses (including ongoing compliance costs and listing expenses, and other than to
Affiliates of the Parent Guarantor) incurred in connection with any debt or equity offering or other financing trans-
action by any Parent Company (whether or not consummated) and (ii) to pay reasonably and customary listing fees
and other costs and expenses of a Parent Company attributable to being a publicly traded company;

(3) taxes payable by the Parent Guarantor or any of its direct or indirect equityholders attributable to
an Asset Sale by the Parent Guarantor or any of its Restricted Subsidiaries provided that such permitted payments or
distributions with respect to income taxes of the Parent Guarantor or any of its direct or indirect equityholders shall
not exceed the product of (i) the gain recognized for U.S. federal income tax purposes in connection with such Asset
Sale, reduced by any taxable loss recognized for U.S. federal income tax purposes by or in respect of the Parent
Guarantor or any of its direct or indirect equityholders to the extent the loss is of a character that would permit the
loss to be deducted against the gain and such loss has not previously been taken into account in determining any Per-
mitted Payments to Parent pursuant to this clause (3), and (ii) the highest combined effective U.S. federal, state and
local tax rate of the seller (or, if the seller is a partnership or disregarded entity for U.S. federal income tax purposes,

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any direct or indirect equityholder thereof) in effect for the taxable period in which the relevant Asset Sale occurs,
taking into account the character of the relevant taxable income;

(4) fees and expenses owed by the Parent Guarantor, any direct or indirect parent of the Parent Guar-
antor, as the case may be, or the Parent Guarantor’s Restricted Subsidiaries to Affiliates, in each case, to the extent
permitted by Section 4.11(b)(7);

(5) salary, bonus, severance, indemnification obligations and other benefits payable to officers, direc-
tors, members of management, independent contractors, consultants and employees of any Parent Company to the
extent such salaries, bonuses, severance, indemnification obligations and other benefits are attributable to the owner-
ship or operation of the Parent Guarantor and its Restricted Subsidiaries and any payroll, social security or similar
Taxes thereof (including Canada Pension Plan and Québec Pension Plan contributions and employment insurance
premiums);

(6) to finance Investments or other acquisitions or investments otherwise permitted to be made pursu-
ant to this covenant if made by the Parent Guarantor; provided, that (A) such Restricted Payment must be made
within 120 days of the closing of such Investment, acquisition, or investment, (B) such Parent Company must,
promptly following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be
contributed to the capital of the Parent Guarantor or any of its Restricted Subsidiaries or (2) the merger, arrange-
ment, amalgamation, consolidation, or sale of the Person formed or acquired into the Parent Guarantor or any of its
Restricted Subsidiaries (to the extent not prohibited by Section 5.01) in order to consummate such Investment, ac-
quisition or investment, (C) such Parent Company and its Affiliates (other than the Parent Guarantor or any of its
Restricted Subsidiaries) receives no consideration or other payment in connection with such transaction except to the
extent the Parent Guarantor or any of its Restricted Subsidiaries could have given such consideration or made such
payment in compliance with this Indenture, (D) any property received by the Parent Guarantor shall not increase
amounts available for Restricted Payments pursuant to Section 4.07(a)(z) and (E) to the extent constituting an In-
vestment, such Investment shall be deemed to be made by the Parent Guarantor or any such Restricted Subsidiary
pursuant to another provision of this covenant or pursuant to the definition of “Permitted Investments” (other than
clause (23) thereof);

“Permitted Reorganization” means any re-organization or other similar activities among the Parent Guaran-
tor and its Restricted Subsidiaries related to Tax planning and re-organization, so long as, after giving effect thereto,
(a) the Parent Guarantor and the Guarantors are in compliance with the “Collateral and Guarantee Requirement” (as
shall be defined in the ABL Credit Agreement) and the collateral and further assurances sections in this Indenture,
(b) taken as a whole, the value of the Collateral securing the Parent Guarantor’s obligations under this Indenture and
the Notes and the Notes Guarantees are not materially reduced, (c) the Liens in favor of the Collateral Agent for the
benefit of the Notes Secured Parties under the collateral documents are not materially impaired and (d) no Unre-
stricted Subsidiaries are formed except as otherwise permitted under this Indenture.

“Permitted Transferees” means (a) in the case of the Sponsor, (i) any Affiliate of the Sponsor (but exclud-
ing any portfolio company of any of the foregoing), (ii) any managing director, general partner, limited partner, di-
rector, officer or employee of the Sponsor or any of its Affiliates, (iii) any advisor of the Sponsor that is an individ-
ual in the basic industries that is identified in writing to the Co-Trustees prior to the Completion Date (the Persons
described in clauses (i), (ii) and (iii), collectively, the “Sponsor Associates”), (iv) the heirs, executors, administra-
tors, testamentary trustees, legatees or beneficiaries of any Sponsor Associate, (v) any Immediate Family Member of
a Sponsor Associate and (vi) any Controlled Investment Affiliate of any Sponsor Associate or his or her Immediate
Family Members; (b) [reserved] and (c) in the case of any Management Stockholder, (i) his or her heirs, executors,
administrators, testamentary trustees, legatees or beneficiaries, (ii) his or her Immediate Family Members or (iii) any
Controlled Investment Affiliate of any Management Stockholder or his or her Immediate Family Members.

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

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 “Pro Forma Basis” with respect to compliance with any test or covenant or calculation of any ratio under
this Indenture, the determination or calculation of such test, covenant or ratio (including in connection with Speci-
fied Transactions) in accordance with section set forth above titled “Rules of Construction; Limited Condition
Transactions”.

“Public Company Costs” means costs and other expenses arising out of or incidental to the Parent Guaran-
tor’s or its Restricted Subsidiaries’ status as a reporting company, including costs, fees and expenses (including le-
gal, accounting and other professional fees) relating to compliance with provisions of any applicable Canadian secu-
rities laws or any similar applicable securities laws in any applicable Covered Jurisdiction and the rules of national
securities exchanges relating to companies with listed equity securities, directors’ compensation, fees and expense
reimbursement, shareholder meetings and reports to shareholders, directors’ and officers’ insurance and other execu-
tive costs, legal and other professional fees, and listing fees.

“Qualified IPO” means the issuance by any direct or indirect parent of Parent Guarantor of its common
Equity Interests in an underwritten primary public offering, whether alone or in connection with a secondary public
offering or in a firm commitment underwritten offering or series of related offerings of securities to the public.

“Qualified Proceeds” means the fair market value of assets that are used or useful in, or Capital Stock of
any Person engaged in, a similar business.

“Qualified Receivables Facility” means any Receivables Facility that meets the following conditions: (x)
the Board of Directors of the Parent Guarantor shall have determined in good faith that such Qualified Receivables
Facility (including financing terms, covenants, termination events or other provisions) is in the aggregate economi-
cally fair and reasonable to the Parent Guarantor or the applicable Restricted Subsidiary and any Receivables Sub-
sidiary subject thereto; (y) the financing terms, covenants, termination events and other provisions thereof shall be
market terms (as determined in good faith by the Parent Guarantor) and may include Standard Receivables Under-
takings; and (z) such arrangements are non-recourse to the Parent Guarantor and the Restricted Subsidiaries and
their assets, other than with respect to Receivables Repurchase Obligations.

“Qualified Securitization Transaction” means any Securitization Transaction of a Securitization Entity that
meets the following conditions:

(1) the Board of Directors of the Parent Guarantor shall have determined in good faith that such Qual-
ified Securitization Transaction (including financing terms, covenants, termination events or other provisions) is in
the aggregate economically fair and reasonable to the Parent Guarantor and the Securitization Entity;

(2) all sales of accounts receivable and related assets to the Securitization Entity are made at Fair Mar-
ket Value (as determined in good faith by the Parent Guarantor, and which may include any discounts customary for
a Securitization Transaction) and may include Standard Securitization Undertakings; and

(3) the financing terms, covenants, termination events and other provisions thereof shall be market
terms (as determined in good faith by the Parent Guarantor) and may include Standard Securitization Undertakings.

Notwithstanding anything to the contrary, for the avoidance of doubt, the grant of a Lien in any accounts
receivable of the Parent Guarantor or any of its Restricted Subsidiaries (other than a Securitization Entity) to secure
Indebtedness or other obligations under the ABL Credit Agreement shall not be deemed a Qualified Securitization
Transaction.

“Qualifying Equity Interests” means Equity Interests of the Parent Guarantor other than Disqualified Stock.

“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other
estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease,
license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto,
all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other prop-
erty and rights incidental to the ownership, lease or operation thereof.

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 “Receivables Assets” means (1) any accounts receivable owed to the Parent Guarantor or a Restricted Sub-
sidiary subject to a Receivables Facility and the proceeds thereof and (2) all collateral securing such accounts receiv-
able, all contracts and contract rights, guarantees or other obligations in respect of such accounts receivable, all rec-
ords with respect to such accounts receivable and any other assets customarily transferred together with accounts
receivable in connection with an accounts receivable factoring arrangement and which are sold, conveyed, assigned
or otherwise transferred or pledged by the Parent Guarantor to a commercial bank or other investor thereof in con-
nection with a Receivables Facility.

“Receivables Facility” means an arrangement pursuant to which the Parent Guarantor or a Restricted Sub-
sidiary, as applicable, sells (directly or indirectly) its accounts receivable, together with any other Receivables As-
sets related thereto, which accounts receivable may be sold at a market discount (as determined in good faith by the
Parent Guarantor or such Restricted Subsidiary), to (a) a Person that is not a Restricted Subsidiary or (b) a Receiva-
bles Subsidiary that in turn funds such purchase by purporting to sell its accounts receivable to a Person that is not a
Restricted Subsidiary or by borrowing from such a Person or from another Receivables Subsidiary that in turn funds
itself by borrowing from such a Person.

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

“Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Receivables Fa-
cility to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise,
including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or
counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating
to the seller.

“Receivables Subsidiary” means any Wholly-Owned Restricted Subsidiary of the Parent Guarantor which
is designated by the Board of Directors of the Parent Guarantor (as provided below) as a Receivables Subsidiary and
engages in no activities other than in connection with facilitating or entering into, one or more Receivables Facilities
and in each case engages only in activities reasonably related or incidental thereto and: (x) no portion of the Indebt-
edness or any other obligations (contingent or otherwise) of which (a) is guaranteed by the Parent Guarantor or any
of its Restricted Subsidiaries (other than any Receivables Subsidiary) (excluding guarantees of obligations pursuant
to Standard Receivables Undertakings), (b) is recourse to or obligates the Parent Guarantor or any of its Restricted
Subsidiaries (other than the Receivables Subsidiary) in any way other than pursuant to Standard Receivables Under-
takings or (c) subjects any asset of the Parent Guarantor or any of its Restricted Subsidiaries (other than the Receiva-
bles Subsidiary), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to
Standard Receivables Undertakings; (y) with which neither the Parent Guarantor nor any of its Restricted Subsidiar-
ies has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the
Parent Guarantor or such Restricted Subsidiary than those that might be obtained at the time from Persons that are
not Affiliates of the Parent Guarantor (except in respect of the transfer of Receivables Assets to the Receivables
Subsidiary and the Standard Receivables Undertakings); and (z) to which neither the Parent Guarantor nor any of its
Subsidiaries has any obligation to maintain or preserve such entity’s financial condition or cause such entity to
achieve certain levels of operating results. Any designation by the Board of Directors of the Parent Guarantor shall
be evidenced to the Co-Trustees by filing with the Co-Trustees a certified copy of the resolutions of the Board of
Directors of the Parent Guarantor giving effect to such designation and an Officer’s Certificate certifying that such
designation complied with the foregoing conditions.

“Regulated Bank” means (x) a commercial bank with a consolidated combined capital and surplus of at
least $5,000,000,000 that is (i) a U.S. depository institution the deposits of which are insured by the Federal Deposit
Insurance Corporation; (ii) a corporation organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii)
a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the
supervision of the Board of Governors under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed
and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or
any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction or (y) any
Affiliate of a Person set forth in clause (x) above to the extent that (1) all of the Capital Stock of such Affiliate is
directly or indirectly owned by either (I) such Person set forth in clause (x) above or (II) a parent entity that also

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owns, directly or indirectly, all of the Capital Stock of such Person set forth in clause (x) and (2) such Affiliate is a
securities broker or dealer registered with the Securities Exchange Commission under Section 15 of the Exchange
Act.

“Regulated Subsidiary” means any entity that is subject to United States or foreign federal, state, provin-
cial, territorial or local regulation over its ability to incur Indebtedness or create Liens (including Liens with respect
to its own Capital Stock).

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Permitted
Business and not classified as current assets under IFRS; provided that assets received by the Parent Guarantor or a
Restricted Subsidiary in exchange for assets transferred by the Parent Guarantor or a Restricted Subsidiary will not
qualify as Related Business Assets if they consist of securities of a Person, unless upon receipt of such securities
such Person becomes a Restricted Subsidiary of the Parent Guarantor.

“Release Request” means a release request officer’s certificate in the form attached to the Escrow Agree-
ment requesting release of the Escrow Funds.

“Responsible Officer” means, when used with respect to the Co-Trustees or Collateral Agent, any officer
within the corporate trust department of such Co-Trustee or Collateral Agent, respectively, including any vice presi-
dent, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of a Co-Trustee
or the Collateral Agent, respectively, who customarily performs functions similar to those performed by the Persons
who at the time shall be such officers, respectively, or to whom any corporate trust matter relating to this Indenture
is referred because of such Person’s knowledge of and familiarity with the particular subject and who, in each case,
shall have direct responsibility for the administration of this Indenture.

“Restricted Cash” means cash and Cash Equivalents which are listed as “Restricted” on the consolidated
statement of financial condition of the Parent Guarantor and its Restricted Subsidiaries; provided, that (i) cash and
Cash Equivalents restricted under the Security Documents, the First Lien Financing Documents or any other agree-
ment, document or instrument evidencing secured Indebtedness permitted hereunder shall not be deemed to be “Re-
stricted Cash” as a result of such restrictions and (ii) cash and Cash Equivalents maintained by any Restricted Sub-
sidiary that is subject to minority shareholder approval before being distributed to the Parent Guarantor (a “Share-
holder Restriction”) shall not be deemed to be “Restricted Cash” as a result of such Shareholder Restriction.

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

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted
Subsidiary.

“Returns” means, with respect to any Investment, any dividends, distributions, interest, fees, premium, re-
turn of capital, repayment of principal, income, profits (from a disposition or otherwise) and other amounts received
or realized by the Parent Guarantor or any of its Restricted Subsidiaries in respect of such Investment.

“S&P” means Standard & Poor’s Ratings Group.

“Sale/Leaseback Transaction” means any arrangement relating to property now owned or hereafter ac-
quired by the Parent Guarantor or any of its Restricted Subsidiaries whereby the Parent Guarantor or a Restricted
Subsidiary of the Parent Guarantor transfers such property to a Person and the Parent Guarantor or such Restricted
Subsidiary of the Parent Guarantor leases it from such Person, other than leases between the Parent Guarantor and a
Restricted Subsidiary of the Parent Guarantor or between the Parent Guarantor’s Restricted Subsidiaries.

“Secured Indebtedness” means any Indebtedness secured by a Lien other than Indebtedness with respect to
Cash Management Services.

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

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 “Securitization Assets” means (1) any accounts receivable, real estate asset, mortgage receivables or related
assets and the proceeds thereof subject to a Qualified Securitization Transaction and the proceeds thereof and (2) all
collateral securing such receivable or asset, all contracts and contract rights, guarantees or other obligations in re-
spect of such receivable or asset, lockbox accounts and records with respect to such accounts and all records with
respect to such account or asset and any other assets customarily transferred (or in respect of which security interests
or hypothecs are customarily granted), together with accounts or assets in each case subject to a Qualified Securiti-
zation Transaction.

“Securitization Entity” means a Wholly-Owned Restricted Subsidiary of the Parent Guarantor (or another
Person formed for the purposes of engaging in a Qualified Securitization Transaction with the Parent Guarantor in
which the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor makes an Investment and to which
the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor transfers accounts receivable and related
assets) which is designated by the Board of Directors of the Parent Guarantor (as provided below) as a Securitization
Entity and engages in no activities other than in connection with the financing of accounts receivable and other Se-
curitization Assets of the Parent Guarantor and its Subsidiaries, all proceeds thereof and all rights (contractual or
other), collateral and other assets relating thereto, and any business or activities incidental or related to such business
and:

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (a) is
guaranteed by the Parent Guarantor or any of its Restricted Subsidiaries (other than the Securitization Entity) (ex-
cluding guarantees of obligations pursuant to Standard Securitization Undertakings), (b) is recourse to or obligates
the Parent Guarantor or any of its Restricted Subsidiaries (other than the Securitization Entity) in any way other than
pursuant to Standard Securitization Undertakings or (c) subjects any asset of the Parent Guarantor or any of its Re-
stricted Subsidiaries (other than the Securitization Entity), directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2) with which neither the Parent Guarantor nor any of its Restricted Subsidiaries has any material
contract, agreement, arrangement or understanding other than on terms no less favorable to the Parent Guarantor or
such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Parent Guar-
antor (except in respect of the transfer of Securitization Assets to the Securitization Entity and the Standard Securiti-
zation Undertakings); and

(3) to which neither the Parent Guarantor nor any of its Subsidiaries has any obligation to maintain or
preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any designation by the Board of Directors of the Parent Guarantor shall be evidenced to the Co-Trustees
by filing with the Co-Trustees a certified copy of the resolutions of the Board of Directors of the Parent Guarantor
giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the fore-
going conditions.

“Securitization 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 of the Parent Guarantor or any of its Restricted Subsidiaries in connection with, a Qualified Securitiza-
tion Transaction.

“Securitization Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Secu-
ritization Transaction to repurchase receivables arising as a result of a breach of a representation, warranty or cove-
nant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense,
dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any
other event relating to the seller.

“Securitization Transaction” means any transaction or series of transactions that may be entered into by the
Parent Guarantor, any of its Restricted Subsidiaries or a Securitization Entity pursuant to which the Parent Guaran-
tor, such Restricted Subsidiary or such Securitization Entity may sell, convey or otherwise transfer to, or grant a
Lien in for the benefit of, (1) a Securitization Entity, the Parent Guarantor or any of its Restricted Subsidiaries which
subsequently transfers to a Securitization Entity (in the case of a transfer by the Parent Guarantor or such Restricted

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Subsidiary) and (2) any other Person (in the case of transfer by a Securitization Entity), any accounts receivable
(whether now existing or arising or acquired in the future) of the Parent Guarantor or any of its Restricted Subsidiar-
ies which arose in the ordinary course of business of the Parent Guarantor or such Restricted Subsidiary, and any
assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and
contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such ac-
counts receivable and other assets (including contract rights) which are customarily transferred or in respect of
which Liens are customarily granted in connection with asset securitization transactions involving accounts receiva-
ble.

“Security Agreement” means, collectively, each security agreement and deed of hypothec, dated as of the
Completion Date or thereafter in accordance with the terms of this Indenture, among the Parent Guarantor, the Co-
Issuers, the other Guarantors and the Collateral Agent.

“Security Documents” means, collectively, the First Lien Intercreditor Agreement (if any), the Junior Lien
Priority Intercreditor Agreement (if any), the ABL/Cash Flow Intercreditor Agreement, the Security Agreement, the
Mortgages (if any), other security agreements, pledge agreements and control agreements relating to the Collateral
and the mortgages and instruments filed and recorded in appropriate jurisdictions to preserve and protect the Liens
on the Collateral (including, without limitation, financing statements, financing change statements or registrations
under the Uniform Commercial Code of the relevant states or Canadian PPSA of the relevant provinces and territo-
ries) applicable to the Collateral, each for the benefit of the Collateral Agent, as amended, amended and restated,
modified, renewed or replaced from time to time.

“SEDAR” means the System for Electronic Document Analysis and Retrieval or successor filing system.

“Senior Indebtedness” means:

(1) all Indebtedness of the Co-Issuers or any Guarantor outstanding under the ABL Credit Agreement
or the Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or
similar proceeding or for reorganization of the Co-Issuers or any Guarantor (at the rate provided for in the documen-
tation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceed-
ings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other
amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Co-Issuers
or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, ac-
ceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as shall be defined in the
ABL Credit Agreement) or any of its Affiliates (or any Person that was a Lender or an Affiliate or branch of such
Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into) or, with re-
spect to commodity hedges expressly designated in writing to the Administrative Agent (as shall be defined in the
ABL Credit Agreement) and consented to by such Administrative Agent, any other counterparty providing commod-
ity hedges as of the Completion Date, provided that such Hedging Obligations are permitted to be incurred under the
terms of this Indenture;

(3) all obligations under any Cash Management Services (and guarantees thereof) owing to a Lender
(as shall be defined in the ABL Credit Agreement) or any of its Affiliates (or any Person that was a Lender or an
Affiliate or branch of such Lender at the time the applicable agreement giving rise to such obligations was entered
into) or as otherwise permitted to be incurred and under, and secured by the ABL Priority Collateral pursuant to, the
ABL Credit Agreement;

(4) any other Indebtedness of the Co-Issuers or any Guarantor permitted to be incurred under the
terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is
subordinated in right of payment to the Notes or any related Guarantee; and

(5) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

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 provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Parent Guarantor or any of its Subsidiaries;

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

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of
business;

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in
right of payment to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation
of this Indenture.

“Series” has the meaning assigned to it in the First Lien Intercreditor Agreement.

“Shareholder Restriction” has the meaning specified in the definition of “Restricted Cash.”

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as
deemed in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is
in effect on the date of this Indenture.

“Special Mandatory Redemption Price” means 100% of the principal amount of the Notes being redeemed,
plus accrued and unpaid interest, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption
Date.

“Specified Transaction” means (a) the Arrangement Transactions, (b) any designation of operations or as-
sets of the Parent Guarantor or any of its Restricted Subsidiaries as discontinued operations (as defined under IFRS),
(c) any Investment that results in a Person becoming a Restricted Subsidiary, (d) any designation of a Subsidiary as
a Restricted Subsidiary or an Unrestricted Subsidiary, (e) any Permitted Acquisition, (f) any disposition that results
in a Restricted Subsidiary ceasing to be a Subsidiary of the Parent Guarantor or any disposition of a business unit,
line of business, book of business or division of the Parent Guarantor or any of its Restricted Subsidiaries, in each
case whether by merger, arrangement consolidation, amalgamation or otherwise or (g) any incurrence or repayment
of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit other
than Designated Revolving Commitments), issuance of Equity Interests or a Restricted Payment or other transaction,
in each case, that by the terms of this Indenture requires a financial ratio or test to be calculated on a “Pro Forma
Basis” or after giving “Pro Forma Effect.”

“Sponsor” means Madison Dearborn Partners, LLC and any of its Affiliates and funds or partnerships man-
aged or advised by any of them or any of their respective Affiliates, but not including, however, any portfolio com-
pany of any of the foregoing.

“Sponsor Associate” has the meaning specified in the definition of “Permitted Transferees.”

“Sponsor Management Agreement” means a management services agreement or similar agreement among
the Sponsor or certain of the management companies associated with the Sponsor or its advisors, if applicable, and
one or more of the Parent Guarantor, the Co-Issuers or any other Guarantor (and/or any of their direct or indirect
parent companies).

“STA” means the Securities Transfer Act, 2006 (Ontario), including the regulations thereto, provided that,
to the extent that perfection, opposability against third parties (if applicable) or the effect of perfection, opposability
against third parties (if applicable) or non-perfection or the priority of any Lien on any Collateral that is investment
property is governed by the laws in effect in any province or territory of Canada other than Ontario in which there is

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in force legislation substantially the same as the Securities Transfer Act, 2006 (Ontario) (an “Other STA Province”),
then “STA” shall mean such other legislation as in effect from time to time in such Other STA Province for purposes
of the provisions hereof referring to or incorporating by reference provisions of the STA; and to the extent that such
perfection, opposability against third parties (if applicable) or the effect of perfection, opposability against third par-
ties (if applicable) or non-perfection or the priority of any Lien created hereunder on the Collateral is governed by
the laws of a jurisdiction other than Ontario or an Other STA Province, then references herein to the STA shall be
disregarded.

“Standard Receivables Undertakings” means representations, warranties, covenants, indemnities and guar-
antees of obligations thereunder entered into by the Parent Guarantor or any of its Subsidiaries which the Parent
Guarantor has determined in good faith to be customary in a Receivables Facility including, without limitation,
those relating to the servicing of the assets of a seller of Receivables Assets, it being understood that any Receiva-
bles Repurchase Obligation and a non-credit related recourse accounts receivable factoring arrangement shall each
be deemed to be a Standard Receivables Undertaking.

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and

guarantees of obligations thereunder entered into by the Parent Guarantor or any of its Subsidiaries which the Parent
Guarantor has determined in good faith to be customary in a Securitization Transaction including, without limita-
tion, those relating to the servicing of the assets of a Securitization Entity, it being understood that any Securitization
Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebted-
ness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness and will not include any contingent obligations to repay, redeem or repurchase any
such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means (a) with respect to the Co-Issuers, any Indebtedness of the Co-Issuers
which is by its terms expressly subordinated in right of payment to the Notes, and (b) with respect to any Guarantor,
any Indebtedness of such Guarantor which is by its terms expressly subordinated in right of payment to its Note
Guarantee.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity (other than a partnership, joint venture, lim-
ited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or
stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indi-
rectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof);

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

(3) any Person that is consolidated in the consolidated financial statements of the specified Person in
accordance with IFRS.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions,
forward rate transactions, commodity swaps, commodity options, commodity hedges, forward commodity contracts,
equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or for-
ward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions,

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cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap trans-
actions, currency options, spot contracts, or any other similar transactions or any combination of any of the forego-
ing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or
subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which
are subject to the terms and conditions of, or governed by, any form of master agreement published by the Interna-
tional Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other
master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), includ-
ing any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account
the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith,
such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as
the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other
readily available quotations provided by any recognized dealer in such Swap Contracts.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withhold-
ing (including backup withholding) of any nature and whatever called, imposed by any governmental authority, in-
cluding any interest, additions to tax and penalties applicable thereto.

“Test Period” in effect at any time means the Parent Guarantor’s most recently ended four fiscal quarters
for which internal financial statements are available (as determined in good faith by the Parent Guarantor).

“Transaction Expenses” means any fees or expenses incurred or paid by any Parent Company, the Parent
Guarantor or any of its (or their) Subsidiaries in connection with the Arrangement Transactions (including fees and
expenses in connection with the issuance of the Notes and the transactions contemplated hereby).

“Treasury Rate” means the weekly average for each Business Day during the most recent week that has
ended at least two Business Days prior to the redemption date of the yield to maturity at the time of computation of
United States Treasury securities with a constant maturity (as compiled and published in the Federal Reserve Statis-
tical Release H.15 (or, if such statistical release is not so published or available, any publicly available source of
similar market data selected by the Parent Guarantor in good faith)) most nearly equal to the period from the re-
demption date to September 15, 2022; provided, however, that if the period from the redemption date to September
15, 2022 is not equal to the constant maturity of a United States Treasury security for which a yield is given, the
Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the
yields of United States Treasury securities for which such yields are given, except that if the period from the re-
demption date to such applicable date is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-
77bbbb), as in effect on the Issue Date and, to the extent required by law, as amended.

“U.K. Restricted Subsidiary” means any Restricted Subsidiary of the Parent Guarantor that was formed
under the laws of England and Wales.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code (or any successor statute) as
in effect from time to time in the relevant jurisdiction.

“Unrestricted Subsidiary” means any Subsidiary of the Parent Guarantor that is designated by the Board of
Directors of the Parent Guarantor as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors,
but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

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 (2) is not party to any agreement, contract, arrangement or understanding with the Parent Guarantor or
any Restricted Subsidiary of the Parent Guarantor unless the terms of any such agreement, contract, arrangement or
understanding are not materially less favorable to the Parent Guarantor or such Restricted Subsidiary than those that
might have been obtained at the time of any such agreement, contract, arrangement or understanding than those that
could have been obtained from Persons who are not Affiliates of the Parent Guarantor;

(3) is a Person with respect to which neither the Parent Guarantor nor any of its Restricted Subsidiar-
ies has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve
such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness
of the Parent Guarantor or any of its Restricted Subsidiaries.

Any designation by the Board of Directors of the Parent Guarantor shall be evidenced to the Co-Trustees
by filing with the Co-Trustees a certified copy of the resolutions of the Board of Directors of the Parent Guarantor
giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the fore-
going conditions.

“U.S. Guarantor” means any Guarantor that was formed under the laws of the United States or any state of
the United States or the District of Columbia (and, for the avoidance of doubt, excluding Puerto Rico or any territory
of the United States).

“U.S. Person” has the meaning given to such term in Regulation S under the Securities Act.

“U.S. Subsidiary” means any Subsidiary that was formed under the laws of the United States or any state of
the United States or the District of Columbia (and, for the avoidance of doubt, Puerto Rico or any territory of the
United States).

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the
time entitled to vote (without regard to the occurrence of any contingency) in the election of the Board of Directors
of such Person.

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

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining install-
ment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in
respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse be-
tween such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness;

provided that AHYDO Payments and the effects of any prepayments or amortization made on such Indebt-
edness shall be disregarded in making such calculation

“Wholly-Owned Canadian Restricted Subsidiary” means any Wholly-Owned Subsidiary that is a Canadian
Restricted Subsidiary.

“Wholly-Owned Domestic Restricted Subsidiary” means any Wholly-Owned Subsidiary that is a Domestic
Restricted Subsidiary.

“Wholly-Owned Restricted Subsidiary” means any Wholly-Owned Subsidiary that is a Restricted Subsidi-
ary.

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 “Wholly-Owned Subsidiary” means, with respect to any Person, a direct or indirect Subsidiary of such Per-
son, 100% of the outstanding Capital Stock or other ownership interest of which (other than directors’ qualifying
shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by
applicable law) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such
Person.

“Wholly-Owned U.K. Restricted Subsidiary” means any Wholly-Owned Subsidiary that is a U.K. Re-
stricted Subsidiary.

Section 1.02 Other Definitions.

Defined in
Term Section

“Action” 12.08
“Additional Amounts” 4.15
“Additional Notes” Preamble
“Affiliate Transaction” 4.11
“Applicable Law” 13.19
“Applicable Procedures” 2.01(c)(2)
“Asset Sale Offer” 3.11
“Authenticating Agent” 2.02
“Authentication Order” 2.02
“Authorized Agent” 13.09
“CERCLA” 12.08
“Certain Capital Markets Debt” 4.16
“Change of Control Offer” 4.14(a)
“Change of Control Payment” 4.14(a)
“Change of Control Payment Date” 4.14(a)
“Co-Issuers” Preamble
“Co-Trustee” Preamble
“Collateral Agent” Preamble
“Covenant Defeasance” 8.03
“Custodian” 2.01(b)
“date of determination” 9.03
“deemed year” 1.05
“Electronic Signature” 13.13
“Event of Default” 6.01
“Excess Proceeds” 4.10
“Exchange” Exhibit C
“FATCA” 4.15
“Financial Incurrence Test” 1.05
“Fixed Basket” 1.05
“Foreign Disposition” 4.10
“Global Note Legend” 2.06(h)(2)
“Guaranteeing Subsidiary” Exhibit E
“Increased Amount” 4.12
“incur” 4.09
“Initial Default” 6.04
“Initial Notes” Preamble
“Interest Payment Date” 2.01
“ISDA CDS Definitions” 9.03
“LCT Election” 1.04
“LCT Test Date” 1.04
“Legal Defeasance” 8.02
“Mortgage Policies” 4.21(b)

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 Defined in
Term Section

“Net Short Holder” 9.03

“Non-Fixed Basket” 1.05
“Notes” Preamble
“Offer Amount” 3.11
“Offer Period” 3.11
“Original Currency” 1.05
“Other Connection Taxes” 4.15
“Other Currency” 1.05
“Owner” Exhibit C
“Paying Agent” 2.03
“Payment Default” 6.01
“Payor” 4.15
“Permitted Debt” 4.09
“Private Placement Legend” 2.06(h)(1)
“Purchase Date” 3.11
“Qualified Reporting Subsidiary” 4.03
“Ratio Debt” 4.09(a)
“Redemption Date” 3.01
“Refinancing Indebtedness” 4.09(b)(5)
“Refunding Capital Stock” 4.07(b)(2)
“Registrar” 2.03
“Regulation S Temporary Global Note Legend” 2.06(h)(3)
“Related Person” 12.08(b)
“Relevant Taxing Jurisdiction” 4.15
“Restricted Payments” 4.07(a)
“Restricted Period” 2.01(c)
“Retained Declined Proceeds” 4.10(c)
“Reversion Date” 4.19(c)
“RPMRR” 422(a)
“Secured System” 4.03(a)
“Security Document Order” 12.08(r)
“Special Mandatory Redemption” 3.09(a)
“Special Mandatory Redemption Date” 3.09(b)
“Special Termination Date” 3.09(a)
“Specified Indebtedness” 9.03
“Successor Entity” 4.20
“Surviving Entity” 5.01(1)
“Suspended Covenants” 4.19(a)
“Suspension Period” 4.19(c)
“Tax Act” 4.15
“Transfer Agent” 2.03
“Treasury Capital Stock” 4.07(b)(2)

Section 1.03 Rules of Construction.

Unless the context otherwise requires:

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

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

(c) “or” is not exclusive;

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 (d) the term “including” is not limiting;

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

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

(g) provisions apply to successive events and transactions;

(h) the term “documents” includes any and all instruments, documents, agreements, certificates, no-
tices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form;

(i) the word “or” is not exclusive;

(j) in the computation of periods of time from a specified date to a later specified date, the word
“from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word
“through” means “to and including;

(k) the words “asset” and “property” shall be construed as having the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract
rights;

(l) for avoidance of doubt, except where the context shall otherwise require, any reference to any em-
ployee, director, officer, member of management, independent contractor, advisor, service provider or consultant
shall refer to any future, current or former employee, director, officer, member of management, independent con-
tractor, advisor, service provider or consultant;

(m) all references to “knowledge” of the Parent Guarantor, any Co-Issuer or any Restricted Subsidiary
means the actual knowledge of a Responsible Officer;

(n) all certifications to be made hereunder by an officer or representative of a Co-Issuer or any Guar-
antor shall be made by such person in his or her capacity solely as an officer or a representative of such Co-Issuer or
Guarantor, on such entities’ behalf and not in such Person’s individual capacity;

(o) any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposi-
tion or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an
allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if
it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable,
to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person here-
under (and each division of any limited liability company that is a Subsidiary, Restricted Subsidiary, Unrestricted
Subsidiary, joint venture or any other like term shall also constitute such a Person or entity), and to the extent any
covenant in any Security Document is applicable to such limited liability company immediately prior to such divi-
sion, such covenant shall apply to any Person resulting from such division immediately after such division. For the
avoidance of doubt, for purposes of Section 4.21, any Person resulting from such division of a Restricted Subsidiary
constitutes a new Restricted Subsidiary that is created or acquired after the Completion Date;

(p) unless the context requires otherwise, terms not otherwise defined herein and that are defined in
the UCC or the Canadian PPSA or in similar laws of any relevant jurisdiction, as applicable, shall have the meanings
therein defined;

(q) For purposes of any Collateral located in the Province of Quebec or charged by any deed of hy-
pothec (or any other document) and for all other purposes pursuant to which the interpretation or construction of a
document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the
Province of Quebec, (i) “personal property” shall be deemed to include “movable property”, (ii) “real property”
shall be deemed to include “immovable property”, (iii) “tangible property” shall be deemed to include “corporeal
property”, (iv) “intangible property” shall be deemed to include “incorporeal property”, (v) “security interest” and

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“mortgage” shall be deemed to include a “hypothec”, (vi) all references to filing, registering or recording under the
UCC or the Canadian PPSA shall be deemed to include publication under the Civil Code of Quebec, (vii) all refer-
ences to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such
Liens to third parties, (viii) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a
“right of compensation”, (ix) “goods” shall be deemed to include “corporeal movable property” other than chattel
paper, documents of title, instruments, money and securities, (x) an “agent” shall be deemed to include a “manda-
tary”, (xi) “gross negligence or willful misconduct” shall be deemed to include “gross or intentional fault”, (xii) all
references to “foreclosure” or similar terms shall be deemed to include the “exercise of a hypothecary right” and
(xiii) “joint and several” shall be deemed to include solidary. The parties hereto have expressly required that this
Indenture and all deeds, documents and notices relating thereto be drafted in the English language. Les parties aux
présentes ont expressément exigé que la présente convention et tous les autres contrats, documents ou avis qui y
sont afferents soient rédigés en langue anglaise;

(r) references to sections of or rules under the Securities Act will be deemed to include substitute, re-
placement or successor sections or rules adopted by the Commission from time to time;

(s) notwithstanding anything to the contrary in this Indenture, prior to the qualification of this
Indenture under the TIA, no provision of the TIA shall apply or be incorporated by reference into this Inden-
ture or the Notes, except as specifically set forth in this Indenture; and

(t) wherever in this Indenture or the Notes there is mentioned, in any context:

(1) the payment of principal;

(2) purchase prices in connection with a purchase of Notes;

(3) interest; or

(4) any other amount payable on or with respect to any Guarantee of a Note,

such reference shall be deemed to include payment of Additional Amounts to the extent that, in such context, Addi-
tional Amounts are, were or would be payable in respect thereof.

Section 1.04 Limited Condition Transactions.

Notwithstanding anything in this Indenture to the contrary, when (a) calculating any applicable Financial
Incurrence Test (as defined below) or availability under any Basket, in connection with the incurrence of any Lim-
ited Condition Transaction, any Indebtedness or any other transaction in connection with a Limited Condition Trans-
action and any actions or transactions related thereto (including for all purposes under this section, the making of
acquisitions and investments, Asset Sales or other dispositions, the incurrence or issuance of Indebtedness, Disquali-
fied Stock or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments of Indebtedness,
the making of Restricted Payments and/or the designation of a Subsidiary as a Restricted Subsidiary or an Unre-
stricted Subsidiary), (b) determining (i) compliance with any provision of this Indenture which requires that no De-
fault or Event of Default (or any type of Default or Event of Default) has occurred, is continuing or would result
therefrom, or (ii) the satisfaction of any other conditions, in each case under this clause (b), in connection with the
incurrence of any Limited Condition Transaction, any Indebtedness or any other transaction in connection with a
Limited Condition Transaction and any actions or transactions related thereto, in each case under the foregoing
clauses (a) and (b), the date of determination of such Financial Incurrence Test, availability under any Basket or
other provisions, determination of whether any Default or Event of Default (or any type of Default or Event of De-
fault) has occurred, is continuing or would result therefrom, determination of the satisfaction of any other conditions
shall, at the option of the Parent Guarantor (in its sole discretion) (the Parent Guarantor’s election to exercise such
option, an “LCT Election,” which LCT Election may be in respect of one or more of clauses (a), (b)(i) and (b)(ii)
above), be deemed to be (w) in the case of any transaction contemplated by clause (1) of the definition of “Limited
Condition Transaction,” either (I) the date the definitive agreements for such Limited Condition Transaction are en-
tered into or (II) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and

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Mergers applies (or similar laws of another jurisdiction), the date on which a “Rule 2.7 Announcement” of a firm
intention to make an offer (or similar announcement under the laws of another jurisdiction) in respect of a target of a
Limited Condition Transaction, (x) in the case of any transaction contemplated by clause (2) of the definition of
“Limited Condition Transaction,” at the time of delivery of the notice with respect thereto, (y) in the case of any
transaction contemplated by clause (3) of the definition of “Limited Condition Transaction,” at the time of the decla-
ration of such restricted payment so long as such restricted payment is made within 60 days after such declaration or
(z) in the case of any transaction contemplated by clause (4) of the definition of Limited Condition Transaction, the
date the definitive agreements for such Limited Condition Transaction are entered into or, in each case, such later
date elected by the Parent Guarantor (each, the “LCT Test Date”) and, subject to the other provisions of this section,
if, after giving pro forma effect to the Limited Condition Transaction, any Indebtedness or other transaction in con-
nection therewith and any actions or transactions related thereto and any related pro forma adjustments, the Parent
Guarantor or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such
transactions on the relevant LCT Test Date in compliance with such Basket (and any related requirements and con-
ditions), such Basket (and any related requirements and conditions) shall be deemed to have been complied with (or
satisfied) for all purposes; provided, that (x) if financial statements for one or more subsequent fiscal quarters shall
have become available, the Parent Guarantor may elect, in its sole discretion, to re-determine availability under Bas-
kets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed
to be the applicable LCT Test Date for purposes of such Basket (provided that, if the Parent Guarantor elects to re-
determine availability under an applicable Basket under this clause (x), to the extent otherwise required under the
applicable Basket, the determination of whether any Event of Default under Section 6.01(2) or, with respect to the
Parent Guarantor, Section 6.01(6) or (7) shall be continuing shall also be made at such time), and (y) except as con-
templated in the foregoing clause (x), compliance with such Baskets (and any related requirements and conditions)
shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transac-
tion (as such date may be updated to reflect any amendment to the definitive transaction documents as set forth
above), any Indebtedness or other transaction incurred in connection therewith and any actions or transactions re-
lated thereto.

For the avoidance of doubt, if the Parent Guarantor has made an LCT Election, (a) if any of the ratios, tests
or Baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT
Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such
Financial Incurrence Test or Basket, including due to fluctuations in Consolidated EBITDA of the Parent Guarantor
or the Person subject to such Limited Condition Transaction, such Baskets, tests or ratios will be deemed not to have
been exceeded or failed to have been complied with as a result of such fluctuations, (b) other than as expressly set
forth in this section, if any related requirements and conditions (including as to the absence of any (or any type of)
continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT
Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the
occurrence or continuation of any Default or Event of Default), such requirements and conditions will be deemed
not to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to
have occurred or be continuing) and (c) in calculating the availability under any Financial Incurrence Test or Basket
in connection with any action or transaction following the relevant LCT Test Date and prior to the earlier of the date
on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for
redemption, purchase or repayment specified in an irrevocable notice or declaration for such Limited Condition
Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Trans-
action, any such Financial Incurrence Test or Basket shall be determined or tested giving pro forma effect to such
Limited Condition Transaction and any actions or transactions related thereto.

Section 1.05 Certain Calculations under this Indenture.

For purposes of calculating any Financial Incurrence Test or availability under any Basket (or Consolidated
EBITDA), Specified Transactions (with the incurrence or repayment of any Indebtedness in connection therewith to
be subject to the next succeeding paragraph (other than Indebtedness incurred or repaid under any revolving facility
or line of credit) that have been made (a) during the applicable Test Period or (b) subsequent to such Test Period and
prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a
pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated
EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had oc-
curred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person

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that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Par-
ent Guarantor or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified
Transaction that would have required adjustment pursuant to this section, then such financial ratio or test (or Consol-
idated EBITDA) shall be calculated to give pro forma effect thereto in accordance with this section; provided that
with respect to any pro forma calculations to be made in connection with any acquisition or investment in respect of
which financial statements for the relevant target are not available for the same Test Period for which internal finan-
cial statements of the Parent Guarantor are available, the Parent Guarantor shall determine such pro forma calcula-
tions on the basis of the available financial statements (even if for differing periods) or such other basis as deter-
mined on a commercially reasonable basis by the Parent Guarantor.

Whenever pro forma effect is to be given to the Arrangement Transactions, a Specified Transaction or the
implementation of an operational initiative or operational change, the pro forma calculations shall be made in good
faith by a financial officer of the Parent Guarantor and may include, for the avoidance of doubt, the amount of “run-
rate” cost savings, operating expense reductions, operating initiatives, other operating improvements and synergies
projected by the Parent Guarantor in good faith to be realized as a result of specified actions taken, committed to be
taken or expected to be taken (in the good faith determination of the Parent Guarantor) (calculated on a pro forma
basis as though such cost savings, operating expense reductions, operating initiatives, other operating improvements
and synergies had been realized in full on the first day of such period and as if such cost savings, operating expense
reductions, operating initiatives, other operating improvements and synergies were realized in full during the en-
tirety of such period) and “run-rate” means the full recurring benefit for a period that is associated with any action
taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken
(including any savings expected to result from the elimination of a public target’s compliance costs with public com-
pany requirements), whether prior to or following the Completion Date, net of the amount of actual benefits realized
during such period from such actions, and any such adjustments shall be included in the initial pro forma calcula-
tions of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected
to be realized) relating to the Arrangement Transactions, such Specified Transaction, such implementation of an op-
erational initiative or operational change; provided that (a) such amounts are reasonably identifiable, (b) except as
set forth in the definition of “Consolidated EBITDA,” such actions are taken, committed to be taken or with respect
to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Parent
Guarantor) no later than twenty-four (24) months after the date of the Arrangement Transactions, such Specified
Transaction such implementation of an operational initiative or operational change (or actions undertaken or imple-
mented prior to the consummation of such Specified Transaction), (c) no amounts shall be added to the extent dupli-
cative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components
thereof), whether through a pro forma adjustment or otherwise, with respect to such period and (d) it is understood
and agreed that, subject to compliance with the other provisions of this paragraph, amounts to be included in pro
forma calculations pursuant to this paragraph may be included in Test Periods in which the Specified Transaction to
which such amounts relate to is no longer being given pro forma effect pursuant to the immediately preceding para-
graph.

In the event that (a) the Parent Guarantor or any Restricted Subsidiary incurs (including by assumption or
guarantees), issues or repays (including by redemption, repurchase, repayment, retirement, discharge, defeasance or
extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility),
(b) the Parent Guarantor or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (c) any Re-
stricted Subsidiary issues, repurchases or redeems Preferred Stock or (d) the Parent Guarantor or any Restricted Sub-
sidiary establishes or eliminates any Designated Revolving Commitments, in each case included in the calculations
of any financial ratio or test (and, in each case of the foregoing clauses (a) and (d), any Lien incurred in connection
therewith), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior
to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or
test shall be calculated giving pro forma effect to such incurrence, issuance, repayment or redemption of Indebted-
ness, issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, or establishment or elimination of
any Designated Revolving Commitments, in each case to the extent required, as if the same had occurred on the last
day of the applicable Test Period (except in the case of the Fixed Charge Coverage Ratio (or similar ratio), in which
case such incurrence, issuance, guarantee, discharge, defeasance, extinguishment, repayment or redemption of In-
debtedness, issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, or establishment or elimi-
nation of any Designated Revolving Commitments, in each case will be given effect, as if the same had occurred on
the first day of the applicable Test Period) and, in the case of Indebtedness for all purposes such financial ratio or

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test shall be calculated as if such Indebtedness in the full amount of any undrawn Designated Revolving Commit-
ments had been incurred thereunder throughout such period.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such
Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Fixed
Charge Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest
hedging arrangements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by a financial officer of the Parent Guarantor to be the rate of inter-
est implicit in such Capital Lease Obligation in accordance with IFRS. Interest on Indebtedness that may optionally
be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate,
or other rate shall be determined to have been based upon the rate actually chosen, or if none, then based upon such
optional rate chosen as the Parent Guarantor or applicable Restricted Subsidiary may designate. Notwithstanding
anything in this Indenture to the contrary, in the event any Lien, Indebtedness (other than Indebtedness under the
ABL Credit Agreement outstanding on the Completion Date, which will be deemed to have been incurred in reli-
ance on Section 4.09(b)(1)), Disqualified Stock, Preferred Stock, Asset Sale, Investment, Restricted Payment, or
other transaction, action, judgment or amount incurred under any provision in this Indenture (or any of the foregoing
in concurrent transactions, a single transaction or a series of related transactions) meets the criteria of one or more
than one of the categories of Baskets under this Indenture (including within any defined terms), including any Fixed
Basket or Non-Fixed Basket, as applicable, the Parent Guarantor shall be permitted, in its sole discretion, to divide
and classify and to later, at any time and from time to time, re-divide and re-classify (including to re-classify utiliza-
tion of any Fixed Basket as being incurred under any Non-Fixed Basket or other Fixed Basket or utilization of any
Non-Fixed Basket as being incurred under any Fixed Basket or other Non-Fixed Basket) on one or more occasions
(based on circumstances existing on the date of any such re-division and re-classification) any such Lien, Indebted-
ness, Disqualified Stock, Preferred Stock, Asset Sale, Investment, Restricted Payment, or other transaction, action,
judgment or amount, in whole or in part, among one or more than one applicable Baskets under this Indenture (in
the case of re-classification or re-division, so long as the amount so re-classified or re-divided is re-classified or re-
divided only within the same negative covenant (other than with respect to re-classification of Restricted Payments
to Indebtedness pursuant to Section 4.09(b)(32)) and permitted at the time of such re-classification or re-division to
be incurred pursuant to the applicable Basket into which such amount is re-classified or re-divided at such time). For
the avoidance of doubt, the amount of any Lien, Indebtedness, Disqualified Stock, Preferred Stock, Asset Sale, In-
vestment, Restricted Payment or other transaction, action, judgment or amount that shall be allocated to each such
Basket shall be determined by the Parent Guarantor at the time of such division, classification, re-division or re-clas-
sification, as applicable. If any Lien, Indebtedness, Disqualified Stock, Preferred Stock, Asset Sale, Investment, Re-
stricted Payment, or other transaction, action, judgment or amount incurred under any provision in this Indenture (or
any portion of the foregoing) previously divided and classified (or re-divided and re-classified) as set forth above
under any Fixed Basket, could subsequently be re-divided and re-classified under a Non-Fixed Basket, such re-divi-
sion and re-classification shall be deemed to occur automatically, in each case, unless otherwise elected by the Par-
ent Guarantor. For all purposes hereunder, (x) “Fixed Basket” shall mean any Basket that is subject to a fixed-dollar
limit (including Baskets based on a percentage of Consolidated EBITDA) and (y) “Non-Fixed Basket” shall mean
any Basket that is subject to compliance with a financial ratio or test (including the Fixed Charge Coverage Ratio,
the Consolidated First Lien Debt Ratio, the Consolidated Senior Secured Debt Ratio or the Consolidated Total Debt
Ratio) (any such ratio or test, a “Financial Incurrence Test”).

Notwithstanding anything in this Indenture to the contrary, in calculating any Non-Fixed Basket (a) any
amounts incurred under any revolving facility, (b) any Indebtedness concurrently incurred to fund original issue dis-
count or upfront fees and (c) any amounts incurred, or transactions entered into or consummated, in reliance on a
Fixed Basket in a concurrent transaction, a single transaction or a series of related transactions with the amount in-
curred, or transaction entered into or consummated, under an applicable Non-Fixed Basket, in each case of the fore-
going clauses (a), (b) and (c), shall be disregarded in the calculation of such Non-Fixed Basket; provided that full
pro forma effect shall be given to all applicable and related transactions (including the use of proceeds of all applica-
ble Indebtedness incurred and any repayments, repurchases and redemptions of Indebtedness) and all other adjust-
ments as to which pro forma effect may be given under this section. If any Lien, Indebtedness, Disqualified Stock,
Preferred Stock, Asset Sale, Investment, Restricted Payment, or other transaction, action, judgment or amount (any
of the foregoing in concurrent transactions, a single transaction or a series of related transactions) is incurred, issued,
taken or consummated in reliance on categories of Baskets measured by reference to a percentage of Consolidated

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EBITDA, and any Lien, Indebtedness, Disqualified Stock, Preferred Stock, Asset Sale, Investment, Restricted Pay-
ment, or other transaction, action, judgment or amount (including in connection with refinancing thereof) would
subsequently exceed the applicable percentage of Consolidated EBITDA if calculated based on the Consolidated
EBITDA on a later date (including the date of any refinancing or re-classification), such percentage of Consolidated
EBITDA will be deemed not to be exceeded (so long as, in the case of refinancing any Indebtedness, Disqualified
Stock or Preferred Stock (and any related Lien), the principal amount or the liquidation preference of such newly
incurred or issued Indebtedness, Disqualified Stock or Preferred Stock does not exceed the maximum principal
amount, liquidation preference or amount of Refinancing Indebtedness in respect of the Indebtedness, Disqualified
Stock or Preferred Stock being refinanced, extended, replaced, refunded, renewed or defeased).

For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calcu-
lated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calen-
dar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of
interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of
days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calcula-
tion hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates
or yields.

If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in any
currency (the “Original Currency”) in another currency (the “Other Currency”), the parties hereby agree, to the full-
est extent permitted by applicable law, that the rate of exchange used shall be that at which, on the relevant date, in
accordance with its normal banking procedures, the Co-Trustees or any Holder could purchase the Original Cur-
rency with the Other Currency after any premium and costs of exchange on the Business Day preceding that on
which final judgment is given.

If any provision of this Indenture would oblige any Co-Issuer to make any payment of interest or other
amount payable to the Trustee, Co-Trustee or any Holder in an amount or calculated at a rate which would be pro-
hibited by law or would result in a receipt by the Trustee, Co-Trustee or that Holder of “interest” at a “criminal rate”
(as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount
or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as
the case may be, as would not be so prohibited by applicable law or so result in a receipt by the Trustee, Co-Trustee
or that Holder of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to
the extent necessary), as follows: (i) first, by reducing the amount or rate of interest to be paid to the Trustee, Co-
Trustee or the affected Holder, as the case may be; and (ii) thereafter, by reducing any fees, commissions, costs, ex-
penses, premiums and other amounts required to be paid to the Trustee Co-Trustee or the affected Holder, as the
case may be, which would constitute interest for purposes of Section 347 of the Criminal Code (Canada).

Section 1.06 References to Agreements, Laws, Etc.

Unless otherwise provided herein, (a) references to organization documents, agreements (including the Se-
curity Documents, ABL Financing Documents and the First Lien Documents) and other contractual obligations shall
be deemed to include all subsequent amendments, restatements, refinancings, extensions, supplements and other
modifications thereto, but only to the extent that such amendments, restatements, refinancings, extensions, supple-
ments and other modifications are not prohibited by this Indenture or the Security Documents; and (b) references to
any law shall include all statutory and regulatory provisions consolidating, amendment, replacing, supplementing or
interpreting such law. Any term or section reference herein or in the other Security Documents which refers to a
defined term or section reference in any organization document, agreement, contractual obligation or law shall be
deemed to be a cross-reference to the same or comparable defined term or section reference, as applicable, in any
such amendment, restatement, refinancing or other modification to such organization document, agreement, contrac-
tual obligation or any such consolidation, amendment, replacement, supplement or interpretation of such law.

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 ARTICLE 2
THE NOTES

Section 2.01 Form and Dating.

(a) General. The Notes and the Trustee’s (or its Authenticating Agent’s) certificate of authen-
tication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or en-
dorsements required by law, stock exchange rule or usage; provided that any such notations, legends or en-
dorsements are in a form reasonably acceptable to the Co-Issuers. Each Note will be dated the date of its
authentication. Each note will bear interest at a rate of 6.000% per annum from the Issue Date or from the
most recent date to which interest has been paid or provided for, payable semiannually on each March 15
and September 15 of each year (each such date, an “Interest Payment Date”), commencing with March 15,
2021 to holders of record at the close of business on the March 1 or September 1, whether or not a Business
Day, immediately preceding each Interest Payment Date. Interest will be paid on the basis of a 360-day year
consisting of twelve 30-day months. The Notes will be issued in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of
this Indenture and the Co-Issuers, the Guarantors, the Trustee, the Collateral Agent and the Co-Trustee, by their exe-
cution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. How-
ever, 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.

(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A
hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global
Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto
(but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the
Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be
specified therein and each shall provide that it represents the aggregate principal amount of outstanding
Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes rep-
resented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the cus-
todian for the Depositary (the “Custodian”), at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be is-
sued initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf of
the purchasers of the Notes represented thereby with the Trustee, as Custodian, and registered in the name of
the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream, duly executed by the Co-Issuers and authenticated by the Trustee as hereinafter
provided. After the 40th day after the later of the commencement of the offering of the Initial Notes and the
Issue Date (such period through and including such 40th day, the “Restricted Period”) and upon the receipt
by the Trustee of:

(1) certificates from Euroclear and Clearstream, substantially in the form of Exhibit F hereto,
certifying that they have received certification of non-United States beneficial ownership of 100% of the
aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any benefi-
cial owners thereof who acquired an interest therein during the Restricted Period pursuant to another ex-
emption from registration under the Securities Act and who will take delivery of a beneficial ownership
interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b)
hereof); and

(2) an Officer’s Certificate from the Co-Issuers, beneficial interests in the Regulation S Tem-
porary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note
pursuant to the applicable procedures of the Depositary (the “Applicable Procedures”). Simultaneously

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 with such exchange of the Regulation S Permanent Global Note, the Trustee will cancel the Regulation S
Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and
the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments
made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interests as hereinafter provided.

(d) Euroclear and Clearstream Applicable Procedures. The provisions of the “Operating Pro-
cedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “Gen-
eral Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be ap-
plicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S
Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

(e) Issuance of Additional Notes. Additional Notes ranking pari passu with the Initial Notes
may be created and issued from time to time by the Co-Issuers without notice to or consent of the Holders
and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as
to status or otherwise as the Initial Notes, subject to the next paragraph; provided that (i) the Co-Issuers’
ability to issue Additional Notes shall be subject to the Co-Issuers’ compliance with Sections 4.09 and 4.12
hereof and (ii) a separate CUSIP, Common Code or ISIN number will be used for Additional Notes, unless
the Notes and Additional Notes are treated as fungible for U.S. federal income tax purposes. Any Addi-
tional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

The Co-Issuers may designate the maturity date, interest rate and optional redemption provisions applicable
to each series of Additional Notes, which may differ from the maturity date, interest rate and optional redemption
provisions applicable to the Initial Notes, subject to the applicable provisions of the first paragraph of Section 9.02.
Additional Notes that differ with respect to maturity date, interest rate or optional redemption provisions from the
Notes issued on the Issue Date will constitute a different series of Notes from such Initial Notes. Unless otherwise
designated by the Co-Issuers, Additional Notes that have the same maturity date, interest rate and optional redemp-
tion provisions as the Initial Notes will be treated as the same as the Initial Notes for all purposes under this Inden-
ture. The Co-Issuers similarly may vary the application of related other provisions (including the issue price and
any applicable original issue discount legend) to any series of Additional Notes.

Section 2.02 Execution and Authentication.

At least one Officer must sign the Notes for the Co-Issuers by manual, facsimile or electronic (in “pdf” for-
mat) signature.

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

A Note will not be valid until authenticated by the manual signature of an authorized signatory of the Trus-
tee. The signature of the Trustee on a Note will be conclusive evidence that the Note has been duly authenticated
and delivered under this Indenture.

The Trustee will, upon receipt of a written order signed by an Officer of the Co-Issuers (an “Authentication
Order”), authenticate (i) Notes for original issue, of which $485,000,000 in aggregate principal amount will be is-
sued on the Issue Date, and (ii) any Additional Notes. The aggregate principal amount of Notes outstanding at any
time may not exceed the aggregate principal amount of Notes authorized for issuance by the Co-Issuers pursuant to
one or more Authentication Orders, except as provided in Section 2.07 hereof.

The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the
Co-Issuers to authenticate Notes. Such Authenticating Agent may authenticate Notes whenever the Trustee may do
so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating
Agent . An Authenticating Agent has the same rights as an agent to deal with Holders or an Affiliate of the Co-Issu-
ers. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and
demands.

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Section 2.03 Registrar and Paying Agent.

The Trustee will maintain an office or agency where Notes may be presented for registration of transfer or
for exchange (the “Registrar”), an office or agency where Notes may be presented for payment (the “Paying Agent”)
and an office or agency where Notes may be presented for transfer or exchange (the “Transfer Agent”). The Regis-
trar will keep a register of the Notes and of their transfer and exchange. The registered holder of a Note will be
treated as the owner of the Note for all purposes. The Co-Issuers may appoint one or more co-registrars and one or
more additional paying agents or transfer agents. The term “Registrar” includes any co-registrar, the term “Paying
Agent” includes any additional paying agent and the term “Transfer Agent” includes any additional transfer agent.
The Co-Issuers may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The
Co-Issuers will notify the Co-Trustees in writing of the name and address of any Agent not a party to this Indenture.
If the Co-Issuers fail to appoint or maintain another entity as Registrar, Paying Agent or Transfer Agent, the Trustee
shall act as such Paying Agent, Transfer Agent or Registrar. The Parent Guarantor or any of its Subsidiaries may act
as Paying Agent, Transfer Agent or Registrar.

The Co-Issuers initially appoint DTC to act as Depositary with respect to the Global Notes.

The Co-Issuers initially appoint the Trustee to act as Custodian with respect to the global notes and as Reg-
istrar with respect to the Notes. The Co-Issuers initially appoint the Trustee to act as the Paying Agent with respect
to the Notes. The Co-Issuers initially appoint the Trustee to act as the Transfer Agent with respect to the Notes.
Each of the foregoing hereby accepts such respective appointments.

Section 2.04 Paying Agent to Hold Money in Trust.

The Co-Issuers will require each Paying Agent other than the Trustee to agree in writing that the Paying
Agent will hold in trust for the benefit of Holders and the Co-Trustees all money held by the Paying Agent for the
payment of principal of, premium on, if any, and interest on, the Notes, and will notify the Co-Trustees, as applica-
ble, of any default by the Co-Issuers in making any such payment. While any such default continues, the Co-Trus-
tees may require a Paying Agent to pay all money held by it to the Co-Trustees, as applicable. The Co-Issuers at
any time may require a Paying Agent to pay all money held by it to the Co-Trustees, as applicable. Upon payment
over to the Co-Trustees, as applicable, the Paying Agent (if other than the Parent Guarantor or a Subsidiary) will
have no further liability for the money. If the Parent Guarantor or a Subsidiary acts as Paying Agent, it will segre-
gate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any
bankruptcy or reorganization proceedings relating to the Co-Issuers, the Co-Trustees will serve as Paying Agent for
the Notes.

Section 2.05 Holder Lists.

The Co-Trustees will preserve in as current a form as is reasonably practicable the most recent list available
to them of the names and addresses of all Holders. If neither of the Co-Trustees is the Registrar, the Co-Issuers will
furnish to the Co-Trustees at least seven Business Days before each Interest Payment Date and at such other times as
the Co-Trustees may request in writing, a list in such form and as of such date as the Co-Trustees, as applicable,
may reasonably require of the names and addresses of the Holders of Notes.

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section
2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary
or to a successor thereto or a nominee of such successor thereto. All Global Notes may be exchanged for
Definitive Notes of the same series if:

(A) the Depositary (x) notifies the Co-Issuers that it is unwilling or unable to continue as De-
positary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act,
and, in either case, a successor Depositary is not appointed by the Co-Issuers within 120 days, or

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 (B) if there shall have occurred and be continuing an Event of Default with respect to the
Notes and the beneficial owners thereof have requested such exchange.

(b) Upon the occurrence of any of the events in clauses (A) or (B) above, Definitive Notes
delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered
in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in ac-
cordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for,
or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sec-
tions 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note,
except for Definitive Notes issued subsequent to any of the events in clause (A) or (B) above and pursuant to
Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(b); provided, however, beneficial interests in a Global Note may be transferred and exchanged
as provided in this Section 2.06(b) or in Section 2.06(c) or (d) hereof.

(c) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and ex-
change of beneficial interests in the Global Notes will be effected through the Depositary, in accordance
with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent re-
quired by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compli-
ance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Re-
stricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial
interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Pri-
vate Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of
beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an initial purchaser). Beneficial interests in any Unre-
stricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered
to the Registrar to effect the transfers described in this Section 2.06(c)(1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection
with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(c)(1) above, the
transferor of such beneficial interest must deliver to the Registrar either:

(A) both:

(i) a written order from a Participant or an Indirect Participant given to the

Depositary in accordance with the Applicable Procedures directing the Depositary to
credit or cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given in accordance with the Applicable Procedures con-

taining information regarding the Participant account to be credited with such increase; or

(B) both:

(i) a written order from a Participant or an Indirect Participant given to the

Depositary in accordance with the Applicable Procedures directing the Depositary to
cause to be issued a Definitive Note of the same series in an amount equal to the benefi-
cial interest to be transferred or exchanged; and

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 (ii) instructions given by the Depositary to the Registrar containing infor-
mation regarding the Person in whose name such Definitive Note shall be registered to
effect the transfer or exchange referred to in (1) above;

provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial inter-
ests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B)
the receipt by the Co-Trustees of the certificates required by Section 2.01(c) hereof.

(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest
in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a
beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Sec-
tion 2.06(c)(2) above and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A
Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, includ-
ing the certifications in item (1) thereof, or

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

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial
Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be ex-
changed by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a
Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the
exchange or transfer complies with the requirements of Section 2.06(c)(2) hereof and:

(A) [Reserved];

(B) [Reserved];

(C) [Reserved]; or

(D) the Registrar receives the following:

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

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

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

If any such transfer is effected pursuant to subparagraph (D) above at a time when an Unrestricted Global
Note has not yet been issued, the Co-Issuers shall issue and, upon receipt of an Authentication Order in accordance

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with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate prin-
cipal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (D)
above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who
take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

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

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any
holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for
a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in
the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documenta-
tion:

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

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule
144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1)
thereof;

(C) if such beneficial interest is being transferred to a non-U.S. Person in an off-

shore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (2) thereof;

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

(E) [Reserved];

(F) if such beneficial interest is being transferred to the Parent Guarantor or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications
in item (3)(b) thereof; or

(G) if such beneficial interest is being transferred pursuant to an effective registra-

tion statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, in-
cluding the certifications in item (3)(c) thereof,

the Co-Trustees shall cause the aggregate principal amount of the applicable Global Note to be reduced ac-
cordingly pursuant to Section 2.06(h) hereof, and the Co-Issuers shall execute and the Trustee shall, upon
receipt of an Authentication Order, authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a benefi-
cial interest in a Restricted Global Note pursuant to this Section 2.06(d) shall be registered in such name or
names and in such authorized denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.
The Co-Trustees shall deliver such Definitive Notes to the Persons in whose names such Notes are so regis-
tered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant
to this Section 2.06(d)(1) (except transfer pursuant to clause (G) above) shall bear the Private Placement
Legend and the Regulation S Temporary Global Note Legend, as applicable, and shall be subject to all re-
strictions on transfer contained therein.

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 (2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Not-
withstanding Sections 2.06(d)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary
Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery
thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the re-
ceipt by the Co-Trustees, as applicable, of the certificates required pursuant to Section 2.01(c) hereof, ex-
cept in the case of a transfer pursuant to an exemption from the registration requirements of the Securities
Act other than Rule 903 or Rule 904.

(3) Beneficial Interest in Restricted Global Notes to Unrestricted Definitive Notes. A holder
of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unre-
stricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in
the form of an Unrestricted Definitive Note only if the Registrar receives the following: (i) if the holder of
such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Un-
restricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, in-
cluding the certifications in item (1)(b) thereof, or (ii) if the Holder of such beneficial interest in a Re-
stricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof
in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof; and, in each case, if the Co-Issuers so request or if
the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Parent
Guarantor to the effect that such exchange or transfer is in compliance with the Securities Act and that the
restrictions on transfer contained herein and in the Private Placement Legend are no longer required in or-
der to maintain compliance with the Securities Act.

(4) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any
holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest
for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the
form of a Definitive Note, then, upon the occurrence of any of the events in clauses (A) and (B) of Section
2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(c)(2) hereof, the Trustee shall
cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(h) hereof, and the Co-Issuers shall execute and the Trustee shall, upon receipt of an Authenti-
cation Order, authenticate and send to the Person designated in the instructions a Definitive Note in the ap-
plicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(d)(4) shall be registered in such name or names and in such authorized denomination or de-
nominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or
through the Depositary and the Participant or Indirect Participant. The Trustee shall send such Definitive
Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange
for a beneficial interest pursuant to this Section 2.06(d)(4) shall not bear the Private Placement Legend.

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

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any
Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in
a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes de-
livery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by
the Registrar of the following documentation:

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

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance

with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications
in item (1) thereof;

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 (C) if such Restricted Definitive Note is being transferred to a non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption

from the registration requirements of the Securities Act in accordance with Rule 144, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) [Reserved];

(F) if such Restricted Definitive Note is being transferred to the Parent Guarantor or
any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifi-
cations in item (3)(b) thereof; or

(G) if such Restricted Definitive Note is being transferred pursuant to an effective

registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(c) thereof,

the Co-Trustees, as applicable, will cancel the Restricted Definitive Note, increase or cause to be
increased Co-Trustees the aggregate principal amount of, in the case of clause (A) above, the ap-
propriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in
the case of clause (C) above, the Regulation S Global Note.

(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder
of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global
Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Note only if:

(A) [Reserved];

(B) [Reserved];

(C) [Reserved]; or

(D) the Registrar receives the following:

(i) if the Holder of such Definitive Notes proposes to exchange such Notes
for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder
substantially in the form of Exhibit C hereto, including the certifications in item (2)(c)
thereof; or

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

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

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(e)(ii), the
Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate prin-
cipal amount of the Unrestricted Global Note.

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

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant
to subparagraph (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued,
the Co-Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the principal amount of Definitive Notes so transferred.

(f) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder
of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(f), the Registrar
will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange,
the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or ac-
companied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such
Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any
additional certifications, documents and information, as applicable, required pursuant to the following provi-
sions of this Section 2.06(f).

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive
Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a
Restricted Definitive Note if the Registrar receives the following:

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

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2)
thereof; and

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

(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive
Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person
or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if (i) the Holder of such
Restricted Definitive Note proposes to exchange such Notes for an Unrestricted Definitive Note, a certifi-
cate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(d) thereof; or
(ii) the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall
take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof, and in each case, if the Co-Issuers
so request, an Opinion of Counsel in form reasonably acceptable to the Co-Issuers to the effect that such
exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.

(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted

Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unre-
stricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the
Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

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 (g) [Reserved].

(h) Legends. The following legends will appear on the face of all Global Notes and Definitive
Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this In-
denture.

(1) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Defini-
tive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend
in substantially the following form (the “Private Placement Legend”):

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY
INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES:
ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE
ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE
LAST DATE ON WHICH THE CO-ISSUERS OR ANY AFFILIATE OF THE CO-ISSUERS
WERE THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
SECURITY),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS
OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN
RELIANCE ON REGULATION S], ONLY (A) THE CO-ISSUERS OR ANY SUBSIDIARY
THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE CO-ISSUERS’ AND THE CO-TRUSTEES’ RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D)
OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. [IN THE CASE
OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE
ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES
ACT.]

BY ACQUIRING THIS NOTE OR ANY INTEREST THEREIN, EACH HOLDER IS DEEMED

TO REPRESENT AND WARRANT THAT EITHER (A) NO PORTION OF THE ASSETS
USED BY SUCH HOLDER TO ACQUIRE OR HOLD THE NOTES CONSTITUTES ASSETS

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OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S.
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT
IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE,
LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO TITLE
I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY
WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF
ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT OR (B) THE ACQUISITION AND
HOLDING OF THE NOTES BY SUCH HOLDER WILL NOT CONSTITUTE A NON-
EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR
LAWS.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pur-
suant to subparagraphs (c)(4), (d)(3), (d)(4), (e)(2), (e)(3), (f)(2) or (f)(3) of this Section 2.06 (and
all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement
Legend.

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following
form (the “Global Note Legend”):

“THIS GLOBAL NOTE IS HELD BY OR ON BEHALF OF THE DEPOSITARY (AS

DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN
CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1)
THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
PRIOR WRITTEN CONSENT OF THE CO-ISSUERS.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN

DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK
(“DTC”), TO THE CO-ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3) Regulation S Temporary Global Note Legend. In addition to the Private Placement Leg-
end and the Tax Legend (if applicable), the Regulation S Temporary Global Note will bear a legend in sub-
stantially the following form (the “Regulation S Temporary Global Note Legend”):

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 THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S.
PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE
STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO
THEM IN REGULATION S UNDER THE SECURITIES ACT. BY ITS ACQUISITION
HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS
IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S
UNDER THE SECURITIES ACT.

(i) Canadian Resale Restriction Legend. Each Global Note and each Definitive Note (and all
Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following
form:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS

SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4
MONTHS AND A DAY AFTER THE LATER OF (I) THE DATE OF THE DISTRIBUTION OF
THE NOTES, AND (II) THE DATE THE APPLICABLE ISSUER BECAME A REPORTING
ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.

(j) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in
a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been re-
deemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or re-
tained and canceled by the Co-Trustees in accordance with Section 2.11 hereof. At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement
will be made on such Global Note by the Trustee or by the Custodian at the direction of the Co-Trustees to
reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note
will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by
the Custodian at the direction of the Co-Trustees to reflect such increase.

(k) General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the Co-Issuers will execute and the
Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in ac-
cordance with Section 2.02 hereof or at the Registrar’s request.

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to
a Holder of a Definitive Note for any registration of transfer or exchange, but the Co-Issuers may require
payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or
transfer pursuant to Sections 2.10, 3.06, 3.10, 3.11, 4.10, 4.14 and 9.05 hereof).

(3) [Reserved].

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

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 (5) Neither the Registrar nor the Co-Issuers will be required:

(A) to issue, to register the transfer of, or to exchange any Notes during a period be-
ginning at the opening of business 15 days before the day of any selection of Notes for redemption
under Section 3.02 hereof and ending at the close of business on the day of selection;

(B) to register the transfer of or to exchange any Note selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in part;

(C) to register the transfer of or to exchange a Note between a record date and the
next succeeding Interest Payment Date; or

(D) to register the transfer of or to exchange any Notes tendered (and not with-
drawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.

(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, the
Co-Trustee, any Agent and the Co-Issuers may deem and treat the Person in whose name any Note is regis-
tered as the absolute owner of such Note for the purpose of receiving payment of principal of and (subject
to the record date provisions of the Notes) interest on such Notes and for all other purposes, and none of the
Trustee, Co-Trustee, any Agent or the Co-Issuers shall be affected by notice to the contrary.

(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the
provisions of Section 2.02 hereof.

(8) All certifications, certificates and Opinions of Counsel required to be submitted to the
Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by
facsimile.

(9) The Registrar, Transfer Agent and Co-Trustees shall have no obligation or duty to moni-
tor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or
under applicable law with respect to any transfer of any interest in any Note (including any transfers be-
tween or among Depositary participants or beneficial owners of interests in any Global Note) other than to
require delivery of such certificates and other documentation or evidence as are expressly required by, and
to do so if and when expressly required by the terms of, this Indenture, and to examine the same to deter-
mine substantial compliance as to form with the express requirements hereof.

(10) Neither the Trustee, the Co-Trustee nor any Agent shall have any responsibility for any
actions taken or not taken by the Depositary or with respect to the accuracy of the records of the Depositary
or its nominee or of any participant or member thereof.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Co-Trustee and the Co-Trustees receives evidence
to its satisfaction of the destruction, loss or theft of any Note, the Co-Issuers will issue and the Trustee, upon receipt
of an Authentication Order, will authenticate a replacement Note if the Trustee’s or Co-Trustee’s requirements are
met. If required by the Trustee, Co-Trustee or the Co-Issuers, an indemnity bond must be supplied by the Holder
that is sufficient in the judgment of the Trustee, Co-Trustee and the Co-Issuers to protect the Co-Issuers, the Trustee,
the Co-Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is re-
placed. The Co-Issuers may charge for its expenses in replacing a Note.

In case any such mutilated, destroyed, lost, or stolen Note has become due and payable, the Co-Issuers in
their sole discretion may, instead of issuing a new Note, pay such Note.

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 Upon the issuance of any new Note under this Section 2.07, the Co-Issuers may require the payment of a
sum sufficient to cover any tax, assessment, fee or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Co-Trustees) connected therewith.

Every new Note issued pursuant to this Section 2.07 in exchange for any mutilated Note or in lieu of any
destroyed, lost, or stolen Note will constitute an original additional contractual obligation of the Parent Guarantor,
whether or not the mutilated, destroyed, lost, or stolen Note shall be at any time enforceable by anyone, and will be
entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued
hereunder.

The provisions of this Section 2.07 are exclusive and will 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 2.08 Outstanding Notes.

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

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Co-Trustees re-
ceives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstand-
ing and interest on it ceases to accrue.

If the Paying Agent (other than the Parent Guarantor, a Subsidiary or an Affiliate of any thereof) holds, on
a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date
such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direc-
tion, waiver or consent, Notes owned by the Co-Issuers, the Parent Guarantor or any other Guarantor, or by any Per-
son directly or indirectly controlling or controlled by or under direct or indirect common control with the Parent
Guarantor or any other Guarantor, will be considered as though not outstanding, except that for the purposes of de-
termining whether the Co-Trustees will be protected in relying on any such direction, waiver or consent, only Notes
with respect to which a Responsible Officer of the Co-Trustees has received written notice as being so owned at the
Corporate Trust Office of the Co-Trustees will be so disregarded.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Co-Issuers may prepare and the Trustee,
upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially
in the form of certificated Notes but may have variations that the Parent Guarantor considers appropriate for tempo-
rary Notes and as may be reasonably acceptable to the Co-Trustees. Without unreasonable delay, the Co-Issuers
will prepare and the Trustee will authenticate Definitive Notes in exchange for temporary Notes upon receipt of an
Authentication Order. Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11 Cancellation.

The Co-Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying
Agent and any Transfer Agent will forward to the Trustee for cancellation any Notes surrendered to them for regis-

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tration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registra-
tion of transfer, exchange, payment, replacement or cancellation and will dispose of cancelled Notes in accordance
with its customary procedures (subject to the record retention requirements of the Exchange Act). Certification of
the disposition of all canceled Notes will be delivered to the Co-Issuers. The Co-Issuers may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Co-Issuers default in a payment of interest on the Notes, the Co-Issuers will pay the defaulted interest
in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01
hereof; provided that if the Co-Issuers pay the defaulted interest prior to the date that is 30 days after the date of de-
fault in payment of interest, payment shall be to the recordholders of the Notes as of the original record date. The
Co-Issuers will notify the Co-Trustees in writing of the amount of defaulted interest proposed to be paid on each
Note and the date of the proposed payment. If such default in interest continues for 30 days, the Co-Issuers will fix
or cause to be fixed each such special record date and payment date; provided that no such special record date may
be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special
record date, the Co-Issuers (or, upon the written request of the Co-Issuers, the Co-Trustees in the name and at the
expense of the Co-Issuers) will send or cause to be sent to Holders a notice that states the special record date, the
related payment date and the amount of such interest to be paid.

Section 2.13 CUSIP, ISIN, Common Code Numbers.

The Parent Guarantor in issuing the Notes may use CUSIP, ISIN and “Common Code” numbers (if then
generally in use) and, if so, the Co-Trustees shall use CUSIP, ISIN and “Common Code” numbers in notices of re-
demption as a convenience to Holders; provided, that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that
reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Parent Guarantor will as promptly as practicable
notify the Co-Trustees in writing of any change in CUSIP, ISIN and “Common Code” numbers.

ARTICLE 3
REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

If the Co-Issuers elect to redeem the Notes pursuant to Section 3.07 hereof, it shall furnish to the Co-Trus-
tees, at least two Business Days (unless the Co-Trustees agree to a shorter period) before notice of redemption is
required to be delivered to Holders pursuant to Section 3.03 hereof, an Officer’s Certificate setting forth (i) the para-
graph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur,
(ii) the date of redemption (the “Redemption Date”), (iii) the principal amount of the Notes to be redeemed and (iv)
the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed at any time, the Co-Trustees will select the Notes for re-
demption in compliance with the requirements of the principal securities exchange, if any, on which the Notes are
listed, as certified to the Co-Trustees by the Co-Issuers, and in compliance with the requirements of DTC, or if the
Notes are not so listed or such exchange prescribes no method of selection and the Notes are not held through DTC
or DTC prescribes no method of selection, the Co-Trustees will select on a pro rata basis, subject to adjustments so
that no Note in an unauthorized denomination remains outstanding after such redemption; provided, however, that
no Note of $2,000 in an aggregate principal amount or less shall be redeemed in part.

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Section 3.03 Notice of Redemption.

Subject to the provisions of Section 3.11 hereof and except as otherwise set forth in Section 3.09 hereof, at
least 30 days but not more than 60 days before a redemption date, the Co-Issuers will mail or cause to be mailed, by
first class mail (or with respect to Global Notes, to the extent permitted or required by the Depositary’s Applicable
Procedures, send electronically), at least 30 but not more than 60 days before the Redemption Date, a notice of re-
demption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices
may be mailed or sent more than 90 days prior to a redemption date if the notice is issued in connection with a de-
feasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof.

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

(1) the redemption date;

(2) the redemption price, or if not then ascertainable, the manner of calculation thereof;

(3) if any Note is being redeemed in part, the notice of redemption that relates to that Note
will state the portion of the principal amount of such Note that is to be redeemed. A new Note in principal
amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the
Notes upon cancellation of the original Note (or transferred by book entry). Notes called for redemption
become due on the date fixed for redemption, subject to any conditions precedent as described below. Un-
less the Co-Issuers default in the payment of the redemption price on and after the redemption date, interest
will cease to accrue on Notes or portions of Notes called for redemption;

(4) the name and address of the Paying Agent;

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

(6) that, unless the Co-Issuers default in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the redemption date;

(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes
called for redemption are being redeemed;

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

(9) if the redemption is conditional, the one or more conditions precedent and that the Parent
Guarantor may delay the redemption in its discretion until such time as the condition or conditions are sat-
isfied or waived.

At the Co-Issuers’ request, the Co-Trustees will give the notice of redemption in the Co-Issuers’ name and
at the Co-Issuers’ expense; provided, however, that the Co-Issuers have delivered to the Co-Trustees at least an Of-
ficer’s Certificate requesting that the Co-Trustees give such notice and setting forth the information to be stated in
such notice as provided in the preceding paragraph.

Notice of any redemption, whether in connection with an Equity Offering, Change of Control, Asset Sale or
other transaction or event, may, at the Co-Issuers’ discretion, be given prior to the completion thereof, and any such
redemption or notice may, at the Co-Issuers’ discretion, be subject to one or more conditions precedent, including,
but not limited to, completion of the related Equity Offering, Change of Control, Asset Sale or other transaction or
event. The Co-Issuers may redeem Notes pursuant to one or more of the relevant provisions of this Indenture, and a
single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. In
addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption
shall describe each such condition, and if applicable, shall state that, in the Co-Issuers’ discretion, the redemption

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date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed
or delivered) as any or all such conditions shall be satisfied (or waived by the Co-Issuers in their 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 satisfied (or waived by the Co-Issuers in their sole discretion) by the redemption date as stated in such
notice, or by the redemption date as so delayed or that such notice may be rescinded at any time in the Co-Issuers’
discretion if the Co-Issuers determine that any or all of such conditions will not be satisfied. The Co-Issuers may
provide in such notice that payment of the redemption price and performance of the Co-Issuers’ obligations with
respect to such redemption may be performed by another Person.

Section 3.04 Effect of Notice of Redemption.

Except as provided in Section 3.07(e) hereof, once notice of redemption is mailed or transmitted in accord-
ance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. The notice, if mailed or transmitted in a manner herein provided, shall be conclusively
presumed to have been given whether or not the Holder receives such notice. In any case, failure to give such notice
by mail or by such other means as may be required hereby or any defect in the notice to the Holder of any Note des-
ignated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any
other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest will cease to accrue on the
Notes or portion thereof called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price.

Prior to 10:00 a.m. New York City time on the redemption date, the Co-Issuers will deposit with the Co-
Trustees or with the Paying Agent money sufficient to pay the redemption price of, and accrued interest, if any, on,
all Notes to be redeemed on that date. The Co-Trustees or the Paying Agent will promptly return to the Co-Issuers
any money deposited with the Co-Trustees or the Paying Agent by the Co-Issuers in excess of the amounts neces-
sary to pay the redemption or purchase price of, and accrued interest, if any, on, all Notes to be redeemed or pur-
chased.

If the Co-Issuers comply with the provisions of the preceding paragraph, on and after the redemption date,
interest will cease to accrue on the Notes or the portions of Notes called for redemption. If any Note called for re-
demption is not so paid upon surrender for redemption because of the failure of the Co-Issuers to comply with the
preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such
principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Co-Issuers will issue, and upon receipt
of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Co-Issuers, a new Note
equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered (or transfer such Note
by book entry). It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentica-
tion Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such
new Note.

Section 3.07 Optional Redemption.

(a) At any time prior to September 15, 2022, the Co-Issuers may on any one or more occa-
sions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the is-
suance of any Additional Notes treated as the same class as the Initial Notes) issued under this Indenture at a
redemption price equal to 106.000% of the principal amount of Notes redeemed, plus accrued and unpaid
interest, if any, to but excluding, the date of redemption (subject to the right of Holders of Notes on a rele-
vant record date to receive interest on an interest payment date occurring on or prior to the redemption date),
with the net cash proceeds of an Equity Offering; provided that:

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 (1) at least 50% of the aggregate principal amount of Notes issued under this Indenture (in-
cluding any Additional Notes treated as the same class as the Initial Notes, but excluding Notes held by the
Co-Issuers, any direct or indirect parent of the Co-Issuers or any of the Parent Guarantor’s Subsidiaries)
remain outstanding immediately after the occurrence of such redemption, unless all such Notes are re-
deemed substantially concurrently; and

(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.

(b) In addition, at any time prior to September 15, 2022, the Co-Issuers may redeem up to
10% of the then outstanding aggregate principal amount of the Notes issued under this Indenture during each
of the twelve-month periods ending after the Issue Date, upon notice pursuant to Section 13.02, at a redemp-
tion price equal to 103% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon
to, but excluding, the redemption date (subject to the right of Holders of Notes on a relevant record date to
receive interest on an interest payment date occurring on or prior to the redemption date).

(c) At any time prior to September 15, 2022, the Co-Issuers may on any one or more occa-
sions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the
Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the
date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest due
on an interest payment date occurring on or prior to the redemption date).

(d) Except pursuant to clauses (a), (b) and (c) above and Section 3.10, the Notes will not be
redeemable at the Co-Issuers’ option prior to September 15, 2022.

(e) On or after September 15, 2022, the Co-Issuers may on any one or more occasions redeem
all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest, if any, on the Notes redeemed to, but excluding, the applicable date
of redemption, if redeemed during the 12-month period beginning on September 15 of the years indicated
below (subject to the rights of Holders of Notes on a relevant record date to receive interest on an interest
payment date occurring on or prior to the redemption date):

Year Percentage
2022 ....................................................................................... 103.000%
2023 ....................................................................................... 101.500%
2024 and thereafter ................................................................ 100.000%

(f) In connection with any redemption of Notes (including with net cash proceeds of an Eq-
uity Offering), any such redemption may, at the Co-Issuers’ discretion, be given prior to the completion of a
transaction and be subject to one or more conditions precedent, including, but not limited to, consummation
of any related Equity Offering, consummation of a Change of Control or consummation of a refinancing of
any Indebtedness. In addition, if such redemption or notice is subject to satisfaction of one or more condi-
tions precedent, such notice shall state that, in the Co-Issuers’ discretion, the redemption date may be de-
layed until such time (including more than 60 days after the date the notice of redemption was mailed or de-
livered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by
the Co-Issuers in their 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 satisfied (or waived by the Co-Issuers in their
sole discretion) by the redemption date, or by the redemption date so delayed. In addition, the Co-Issuers
may provide in such notice that payment of the redemption price and performance of the Co-Issuers’ obliga-
tions with respect to such redemption may be performed by another Person.

(g) Notwithstanding the foregoing, in connection with any tender offer for the Notes, includ-
ing a Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal
amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the
Co-Issuers, or any third party making such tender offer in lieu of the Co-Issuers, purchase all of the Notes
validly tendered and not withdrawn by such Holders, the Co-Issuers or such third party will have the right

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 upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such pur-
chase date, to redeem all (but not less than all) Notes that remain outstanding following such purchase at a
redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee)
in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest,
if any, thereon, to, but excluding, the date of such redemption (subject to the right of Holders of Notes on a
relevant record date to receive interest on an interest payment date occurring on or prior to the redemption
date). In determining whether the Holders of at least 90% of the aggregate principal amount of the outstand-
ing Notes have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change
of Control Offer or Asset Sale Offer, Notes owned by the Co-Issuers or their Affiliates or by funds con-
trolled or managed by any Affiliate of the Co-Issuers, or any successors thereof, shall be deemed to be out-
standing for the purposes of such tender offer.

(h) Unless the Co-Issuers default in the payment of the redemption price, interest will cease to
accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

Section 3.08 Mandatory Redemption.

Except as described in Section 3.09, the Co-Issuers are not required to make mandatory redemption or sink-
ing fund payments with respect to the Notes.

Section 3.09 Special Mandatory Redemption.

(a) In the event that (i) the Escrow Outside Date occurs and the Escrow Agent shall not have
received the Release Request from the Co-Issuers and Parent Guarantor on or prior to such date, or (ii) the
Parent Guarantor informs the Escrow Agent in writing that, in the reasonable judgment of the Parent Guar-
antor, the Arrangement will not be consummated on or prior to the Escrow Outside Date or (iii) the Parent
Guarantor informs the Escrow Agent in writing that the Arrangement Agreement was terminated prior to the
Escrow Outside Date (the date of any such event being the “Special Termination Date”), the Co-Issuers will
redeem the Notes at the Special Mandatory Redemption Price (the “Special Mandatory Redemption”) in ac-
cordance with this Section 3.09.

(b) Notice of the Special Mandatory Redemption will be delivered by the Co-Issuers no later
than one Business Day following the Special Termination Date, to the Co-Trustees and the Escrow Agent,
and will provide that the Notes shall be redeemed on a date that is no later than the fifth Business Day after
such notice is given by the Co-Issuers to the Co-Trustees and the Escrow Agent (the “Special Mandatory
Redemption Date”). No later than one Business Day following the Special Termination Date, the Co-Issuers
will also deliver or request the Co-Trustees to deliver on behalf of the Co-Issuers, and at the Co-Issuer’s ex-
pense, a notice of redemption in accordance with the Applicable Procedures of DTC to each Holder of the
Notes that the entire principal amount outstanding of the Notes shall be redeemed at the Special Mandatory
Redemption Price on the Special Mandatory Redemption Date.

(c) Upon the deposit of funds sufficient to pay the Special Mandatory Redemption Price in
respect of the Notes to be redeemed on the Special Mandatory Redemption Date with the Paying Agent on
or before such date, the Notes will cease to bear interest and all rights under the Notes shall terminate. The
Co-Trustees will release to the Co-Issuers any Escrowed Property received from the Escrow Agent and re-
maining after redemption of the Notes and payment of the fees and expenses of the Co-Trustees, Escrow
Agent and each other agent. For the avoidance of doubt, the Co-Issuers will not be required to effect a Spe-
cial Mandatory Redemption following the use of the Escrowed Property to fund a portion of the Arrange-
ment Transactions on the Completion Date.

Section 3.10 Redemption for Tax Reasons.

(a) If a Co-Issuer becomes, or will become, obligated to pay, on the next date on which any
amount may be payable with respect to the Notes, any Additional Amounts as a result of a change in, or

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 amendment to, the laws or regulations of any Relevant Taxing Jurisdiction or a change in any official writ-
ten position or the introduction of a new official written position regarding the application or interpretation
thereof (including as a result of a holding by a court of competent jurisdiction), which change or amendment
is publicly announced and becomes effective after the Issue Date (or if the applicable Relevant Taxing Juris-
diction first became a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date), and
such obligations to pay Additional Amounts cannot be avoided by reasonable measures available to the Co-
Issuers, the Co-Issuers may, at their option, redeem the Notes then outstanding, in whole but not in part,
upon not less than 30 nor more than 60 days’ notice (such notice to be provided not more than 90 days be-
fore the first date on which it would be obligated to pay Additional Amounts if a payment were then due), at
a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any,
to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to
receive interest due on an interest payment date that is on or prior to the redemption date), and any Addi-
tional Amounts then due.

(b) Notice of the Co-Issuers’ intent to redeem the Notes pursuant to this Section 3.10 shall not
be effective until such time as the Co-Issuers deliver to the Co-Trustees (1) an Officer’s Certificate stating
that a Co-Issuer is or will become obligated to pay Additional Amounts and such obligations to pay Addi-
tional Amounts cannot be avoided by reasonable measures available to it because of an amendment to or
change in law or regulation or position as described in this section; and (2) a written legal opinion of inde-
pendent tax counsel of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and
reasonably acceptable to the Co-Trustees to the effect that a Co-Issuer is or will become obligated to pay
such Additional Amounts or indemnification payments because of such amendment or change.

Section 3.11 Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Co-Issuers are required to commence an offer to all
Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below.

The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commence-
ment and not more than 30 Business Days, except to the extent that a longer period is required by applicable law
(the “Offer Period”). Promptly after the termination of the Offer Period (the “Purchase Date”), the Co-Issuers will
apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, other pari passu Indebted-
ness in accordance with Section 4.10(c). Payment for any Notes so purchased will be made in the same manner as
principal and interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related Interest Payment
Date, any accrued and unpaid interest and Additional Amounts will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional interest will be payable to Holders who ten-
der Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Co-Issuers will send or cause to be sent, by first class
mail (or with respect to Global Notes to the extent permitted or required by the Depositary’s Applicable Procedures,
send electronically), a notice to each of the Holders, with a copy to the Co-Trustees. The notice will contain all in-
structions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The no-
tice, which will govern the terms of the Asset Sale Offer, will state:

(1) that the Asset Sale Offer is being made pursuant to this Section 3.11 and Section 4.10
hereof and the length of time the Asset Sale Offer will remain open;

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

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

(4) that, unless the Co-Issuers default in making such payment, any Note accepted for pay-
ment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date;

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 (5) that Holders electing to have a Note purchase pursuant to an Asset Sale Offer may elect
to have Notes purchase in minimum denominations of $2,000 or an integral multiple of $1,000 in excess
thereof; provided that any unpurchased portion of a Note must be in a minimum denomination of $2,000;

(6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be
required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the
Notes completed, or transfer the Note by book-entry transfer, to the Co-Issuers, a depositary, if appointed
by the Co-Issuers, or a Paying Agent at the address specified in the notice at least three Business Days be-
fore the Purchase Date;

(7) that Holders will be entitled to withdraw their election if the Co-Issuers, the depositary or
the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile
transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder de-
livered for purchase and a statement that such Holder is withdrawing his election to have such Note pur-
chased, or a withdrawal of the Note by book-entry transfer;

(8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surren-
dered by Holders thereof exceeds the Offer Amount, the Co-Issuers will select the Notes and other pari
passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such
other pari passu Indebtedness tendered or required to be prepaid or redeemed, and thereafter the Co-Trus-
tees will select the Notes to be purchased on a pro rata basis (subject to the Depositary’s Applicable Proce-
dures with respect to the Global Notes) based on the principal amount tendered (with, in each case, such
adjustments as may be deemed appropriate by the Co-Issuers or the Co-Trustees, as applicable, so that only
Notes in minimum denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be
purchased; provided that any unpurchased portion of a Note must be in a minimum denomination of
$2,000); and

(9) that Holders whose Notes were purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry trans-
fer).

On or before the Purchase Date, the Co-Issuers will, to the extent lawful, accept for payment (on a pro rata
basis to the extent necessary), the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be deliv-
ered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating that such Notes or por-
tions thereof were accepted for payment by the Co-Issuers in accordance with the terms of this Section 3.11. The
Co-Issuers, the depositary or the Paying Agent, as the case may be, will promptly mail or deliver to each tendering
Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Co-Issuers
for purchase, and the Co-Issuers will promptly issue a new Note, and the Trustee will, upon written request from the
Co-Issuers, authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such
Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted
shall be promptly mailed or delivered by the Co-Issuers to the Holder thereof. The Co-Issuers will publicly an-
nounce or post to the Secured System the results of the Asset Sale Offer on the Purchase Date.

ARTICLE 4
COVENANTS

Section 4.01 Payment of Notes.

The Co-Issuers will pay or cause to be paid the principal of, premium on, if any, and interest, if any, on, the
Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest, if any, will be
considered paid on the date due if the Paying Agent, if other than the Co-Issuers or a Subsidiary of the Parent Guar-
antor, holds as of 10:00 a.m. New York City time on the due date money deposited by the Co-Issuers in immediately
available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due.

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 The Co-Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent
lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on over-
due installments of interest at the same stepped-up rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Co-Issuers will maintain an office or agency (which may be an office of either of the Co-Trustees or an
affiliate of either of the Co-Trustees, Transfer Agent, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or upon the Parent Guarantor in respect of
the Notes and this Indenture may be served. The Co-Issuers will give prompt written notice to the Co-Trustees of
the location, and any change in the location, of such office or agency. If at any time the Co-Issuers fail to maintain
any such required office or agency or fail to furnish the Co-Trustees with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of either of the Co-Trustees.

The Co-Issuers may also from time to time designate one or more other offices or agencies where the Notes
may be presented or surrendered for any or all such purposes and may from time to time rescind such designations.
The Co-Issuers will give prompt written notice to the Co-Trustees of any such designation or rescission and of any
change in the location of any such other office or agency.

The Co-Issuers hereby designate the Corporate Trust Office of Ankura Trust Company, LLC as one such
office or agency of the Co-Issuers in accordance with Section 2.03 hereof.

Section 4.03 Reports.

(a) So long as any Notes are outstanding, the Parent Guarantor will provide to the Co-Trustees
and, upon request, to Holders of Notes a copy of all of the information and reports below:

(1) within 120 days after the end of each fiscal year (except with respect to the first fiscal
year ended on December 31, 2020, in which case within 150 days after the end of such fiscal year), annual
audited consolidated financial statements of the Parent Guarantor that may be prepared on an IFRS basis, a
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to
the periods presented, and a report on the annual audited consolidated financial statements by the Parent
Guarantor’s independent accountants (but only to the extent similar information is presented in the Offering
Memorandum, and all of the foregoing financial information to be prepared on a basis substantially con-
sistent with the corresponding financial information included in the Offering Memorandum);

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year
(except with respect to the first three fiscal quarters ended on and after September 30, 2020 (for the avoid-
ance of doubt, for the fiscal quarter ended on September 30, 2020, the fiscal quarter ended on March 31,
2021 and the fiscal quarter ended on June 30, 2021), in which case, within 75 days after the end of such
fiscal quarter), unaudited quarterly condensed consolidated interim financial statements of the Parent Guar-
antor that may be prepared on an IFRS basis, and a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” with respect to the periods presented (but only to the extent similar
information is presented in the Offering Memorandum, and all of the foregoing financial information to be
prepared on a basis substantially consistent with the corresponding financial information included in the
Offering Memorandum); and

(3) from and after the Completion Date, within 15 days after the occurrence of any of the
following events, furnish a report describing the following events in sufficient detail: (a) the entry or termi-
nation of non-ordinary course agreements that are material to Parent Guarantor and its Restricted Subsidiar-
ies, taken as a whole; (b) acquisitions or dispositions that are material under IFRS standards; (c) bankruptcy
of the Parent Guarantor; (d) a change in the Parent Guarantor’s independent accountants; (e) the appoint-
ment or departure of directors, the principal executive officer, principal financial officer and principal ac-
counting officer of the Parent Guarantor; (f) the conclusion that financial statements, covering one or more

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 years or interim periods for which the Parent Guarantor is required to provide under this Indenture, can no
longer be relied on by the Holders due to one or more material errors; and (g) a Change of Control; pro-
vided, however, that no such report will be required to be furnished if the Parent Guarantor determines in
its good faith judgment that such event is not material to holders or the business, assets, operations, finan-
cial position or prospects of the Parent Guarantor and its Restricted Subsidiaries, taken as a whole;

provided, however, that the requirement to furnish any of the reports required pursuant to clauses (1), (2) and (3) of
this Section 4.03(a) may be satisfied by the posting of such reports within the time periods specified above on Intra-
links or any comparable password protected online data system requiring user identification and a confidentiality
acknowledgement (the “Secured System”). In addition to providing such information to the Co-Trustees, the Parent
Guarantor will be required to make promptly available to the Holders, prospective investors, market makers affili-
ated with any initial purchaser and securities analysts any password or other login information relating to the Se-
cured System, and shall make readily and promptly available on an “Investor Relations” page on its external website
contact information for being provided access to the Secured System to any Holders, prospective investors, market
makers affiliated with any initial purchaser and securities analysts and promptly comply with any such requests for
access to the Secured System to the extent provided for herein.;

(b) Notwithstanding the foregoing, (a) such financial statements or information may be pre-
pared on an IFRS or GAAP basis, (b) no such report shall be required to provide any information that is not
otherwise similar to information currently included in the Offering Memorandum, (c) in no event shall such
reports be required to include agreements or documents, except for agreements evidencing material Indebt-
edness (excluding any schedules and exhibits thereto), (d) such information will not be required to contain
any “segment information,” (e) with respect to any historical financial statements of an acquired business
and related pro forma information required under IFRS and relating to transactions required to be reported
pursuant to clause (3) above, such historical financial statements and pro forma information shall only be
required to the extent and in the form available to the Parent Guarantor (as determined by the Parent Guaran-
tor in good faith), (f) no such report will be required to include any trade secrets or other confidential infor-
mation that is competitively sensitive in the good faith and reasonable determination of the Parent Guaran-
tor, (g) no such report will be required to include earnings per share, adjusted EBIT, adjusted net income
information, free cash flow and any other information customarily excluded from reports for 144A-for-life
reporting companies (even if contained in the Offering Memorandum or filed as a result of IPL Plastics Inc.
being a company that currently reports on SEDAR), including any information that is not otherwise of the
type and form currently included in the Offering Memorandum; provided, however, that, if applicable, the
Parent Guarantor shall provide guarantor/non-guarantor financial data consistent with the information set
forth under the heading “Risk Factors—Risks Related to Our Indebtedness, the Notes and this Offering—
The notes will be structurally subordinated to the liabilities of our non-Guarantor subsidiaries” in the Offer-
ing Memorandum.

(c) The Parent Guarantor will be deemed to have furnished such reports referred to above to
the Co-Trustees and the Holders of the Notes if (i) the Completion Date has not occurred on or prior to the
end of any fiscal quarter or fiscal year ended after the Issue Date, IPL Plastics Inc. has filed or furnished
such reports via the SEDAR or successor filing system or (ii) the Parent Guarantor or any direct or indirect
parent of the Parent Guarantor has filed or furnished such reports via SEDAR or a successor filing system
and such reports are publicly available.

(d) For so long as the Parent Guarantor has designated certain of its Subsidiaries as Unre-
stricted Subsidiaries, unless the Parent Guarantor determines in its good faith judgment that such presenta-
tion is not material to the Holders, then the quarterly and annual financial information required to be pro-
vided by this covenant will include a reasonably detailed unaudited presentation in any “Management’s Dis-
cussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the
financial condition and results of operations of the Parent Guarantor and its Restricted Subsidiaries separate
from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guaran-
tor as a group.

(e) In addition, to the extent not satisfied by the foregoing, the Parent Guarantor will agree
that, for so long as any Notes are not freely transferrable under the Securities Act, it will furnish to Holders

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 of the Notes and to securities analysts and prospective investors, upon their request, the information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision).

(f) In addition, notwithstanding the foregoing, the financial statements, financial information
and other information and documents required to be provided as described above may be, rather than those
of the Parent Guarantor, those of (a) IPL Plastics Inc. in respect of any fiscal period commencing prior to the
Completion Date, (b) any predecessor or successor of the Parent Guarantor (including IPL Plastics Inc.) or
any entity meeting the requirements of clause (c) or (d) of this paragraph, (c) any Wholly-Owned Subsidiary
of the Parent Guarantor that, together with its consolidated Subsidiaries, constitutes substantially all of the
assets of the Parent Guarantor and its consolidated Subsidiaries (“Qualified Reporting Subsidiary”), (d) any
direct or indirect parent of the Parent Guarantor or (e) any combination of Parent Guarantor and any entity
meeting the requirements of clause (a), (b), (c) or (d) of this paragraph; provided that, if the financial infor-
mation so furnished relates to such Qualified Reporting Subsidiary of the Parent Guarantor or such direct or
indirect parent of the Parent Guarantor, the same is accompanied by consolidating information, which may
be posted to the website of the Parent Guarantor or Secured System, that explains in reasonable detail (in-
cluding select quantitative metrics) the differences between the information relating to such Qualified Re-
porting Subsidiary or such parent entity (as the case may be), on the one hand, and the information relating
to the Parent Guarantor and its Restricted Subsidiaries on a standalone basis, on the other hand. For the
avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need
not be audited.

(g) So long as Notes are outstanding, the Parent Guarantor will also use its commercially rea-
sonable efforts, consistent with its judgment as to what is prudent at the time, to participate in quarterly con-
ference calls which may be a single conference call together with investors and lenders holding other securi-
ties or Indebtedness of the Co-Issuers, the Restricted Subsidiaries of the Parent Guarantor and/or Holdings
Guarantor, to discuss results of operations.

(h) Any Person who requests or accesses such financial information required by this covenant
will be required to represent to the Parent Guarantor (to the reasonable good faith satisfaction of the Parent
Guarantor) that:

(1) it is a Holder, a Beneficial Owner of the Notes, a prospective investor in the Notes or a
market maker or securities analyst;

(2) it will keep such information confidential and will not communicate the information to
any Person; and

(3) it is not a Person (which includes such Person’s Affiliates) that (i) is principally engaged
in a Permitted Business or (ii) derives a significant portion of its revenue from operating a Permitted Busi-
ness.

(h) Any Person who requests or accesses such financial information required by this Section 4.03 will
be required to represent to the Parent Guarantor (to the reasonable good faith satisfaction of the Parent Guarantor)
that:

(1) it is a Holder of the Notes, a Beneficial Owner of the Notes, a prospective investor in the
Notes or a market maker or securities analyst;

(2) it will keep such information confidential and will not communicate the information to
any Person; and

(3) it is not a Person (which includes such Person’s Affiliates) that (i) is principally engaged
in a Permitted Business or (ii) derives a significant portion of its revenue from operating a Permitted Busi-
ness.

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 (i) Notwithstanding anything herein to the contrary, failure by the Parent Guarantor to comply with
any of its obligations hereunder for purposes of Section 6.01(3) hereof will not constitute an Event of Default there-
under until 120 days after the receipt of the written notice delivered thereunder.

(j) The delivery of any reports, information and documents to the Co-Trustees is for informational
purposes only and the Co-Trustees’ receipt of such shall not constitute actual or constructive knowledge or notice of
any information contained therein or determinable from information contained therein, including the Parent Guaran-
tor’s compliance with any of its covenants under this Indenture (as to which the Co-Trustees are entitled to rely ex-
clusively on Officer’s Certificates). The Co-Trustees shall have no duty to review or analyze reports, information
and documents delivered to it. Additionally, the Co-Trustees shall not be obligated to monitor or confirm, on a con-
tinuing basis or otherwise, the Parent Guarantor’s compliance with the covenants or with respect to any reports or
other documents filed with SEDAR or any Secured System, or participate on any conference calls.

Section 4.04 Compliance Certificate.

(a) The Co-Issuers shall deliver to the Co-Trustees, within 120 days after the end of each fis-
cal year, an Officer’s Certificate stating that in the course of the performance by the signer of his or her du-
ties as an Officer of a Co-Issuer he or she would normally have knowledge of any Default or Event of De-
fault and whether or not the signer knew of any Default or Event of Default that occurred during such period
(and, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of
which he or she may have knowledge and what action the Co-Issuers or Guarantors are taking or propose to
take with respect thereto) and that to his or her knowledge no event has occurred and remains in existence by
reason of which payments on account of the principal of, premium on, if any, or interest on the Notes is pro-
hibited or if such event has occurred, a description of the event and what action the Co-Issuers or Guarantors
are taking or propose to take with respect thereto.

(b) So long as any of the Notes are outstanding, the Co-Issuers will deliver to the Trustee,
within 15 Business Days after any Officer becoming aware of any Default or Event of Default, an Officer’s
Certificate specifying such Default or Event of Default and what action the Co-Issuers or Guarantors are tak-
ing or propose to take with respect thereto.

Section 4.05 Taxes.

The Parent Guarantor will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all ma-
terial taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate pro-
ceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the
Notes.

Section 4.06 Stay, Extension and Usury Laws.

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

Section 4.07 Restricted Payments.

(a) The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the
Parent Guarantor or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any

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 payment in connection with any merger, arrangement, amalgamation or consolidation involving the Parent
Guarantor or any of its Restricted Subsidiaries) (other than (x) dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of the Parent Guarantor and other than dividends or distributions
payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor and (y) dividends or dis-
tributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution paya-
ble on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a
Wholly-Owned Subsidiary, the Parent Guarantor or a Restricted Subsidiary receives at least its pro rata
share of such dividend, payment or distribution in accordance with its Equity Interests in such class or se-
ries of securities);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation,
in connection with any merger, arrangement, amalgamation or consolidation involving the Parent Guaran-
tor) any Equity Interests of the Parent Guarantor or any Parent Company, in each case held by Persons
other than the Parent Guarantor or any of its Restricted Subsidiaries;

(3) make any voluntary or optional payment on or with respect to, or repurchase, redeem,
defease or otherwise acquire for cancellation or retire for value any Subordinated Indebtedness with an ag-
gregate outstanding principal amount in excess of the greater of (i) $12.50 million and (ii) 12.5% of LTM
EBITDA (excluding any intercompany Indebtedness between or among the Parent Guarantor and any of its
Restricted Subsidiaries), except a payment of interest when due or principal at the Stated Maturity thereof
or the purchase, redemption, repurchase, defeasance, acquisition or retirement for value of any such Indebt-
edness within 365 days of the Stated Maturity thereof or any other scheduled repayment or sinking fund
payment; or

(4) make any Restricted Investment

(all such payments and other actions set forth in clauses (1), (2), (3) and (4) of this Section 4.07(a), being collec-
tively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Pay-
ment:

(x) (1) in the case of any Restricted Payment described in clauses (3) and (4) above
utilizing amounts described in subclause (z)(A) below, no Event of Default under clause (2) or,
solely with respect to the Parent Guarantor, clauses (6) or (7) of Section 6.01 shall have occurred
and be continuing or would immediately occur as a consequence thereof or (2) in the case of any
Restricted Payments described in clauses (1) and (2) above utilizing amounts described in sub-
clause (z)(A) below, no Event of Default shall have occurred and be continuing or would immedi-
ately occur as a consequence thereof ;

(y) in the case of any Restricted Payments described in clauses (1), (2) and (3)
above utilizing amounts described in subclause (z)(A) below, the Parent Guarantor would, at the
time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted
Payment had been made at the beginning of the applicable four-quarter period, have been permit-
ted to incur at least $1.00 of additional Indebtedness pursuant to clause (1) of the definition of
“Ratio Debt”; and

(z) such Restricted Payment, together with the aggregate amount of all other Re-
stricted Payments made by the Parent Guarantor or its Restricted Subsidiaries since the Comple-
tion Date (including, without duplication, Restricted Payments permitted by Section 4.07(b)(3)
and (15)hereof and excluding Restricted Payments permitted by all other clauses of Section
4.07(b) hereof is less than the sum, without duplication, of:

(A) 50% of the Consolidated Net Income of the Parent Guarantor for the
period (taken as one accounting period) from July 1, 2020 to the end of the most recently
ended Test Period at the time of such Restricted Payment (or, if such Consolidated Net
Income for such period is a deficit, less 100% of such deficit; provided that in no event
shall this clause (A) be less than zero); plus

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 (B) 100.0% of the aggregate net cash proceeds and the fair market value of
marketable securities or other property received by the Parent Guarantor and its Re-
stricted Subsidiaries since the Completion Date (other than the Cash Contribution
Amount) from the issue or sale of:

(i) Equity Interests of the Parent Guarantor, including Treasury

Capital Stock (as defined below), but excluding cash proceeds and the fair mar-
ket value of marketable securities or other property received from the sale of:

a. Equity Interests to any future, present or for-

mer employees, directors, officers, members of management, independ-
ent contractors, advisors, service providers or consultants (or their re-
spective Controlled Investment Affiliates or Immediate Family Mem-
bers or any permitted transferees thereof) of the Parent Guarantor, any
Parent Company or any of the Parent Guarantor’s Subsidiaries after the
Completion Date to the extent such amounts have been applied to Re-
stricted Payments made in accordance with Section 4.07(b)(5); and

b. Designated Preferred Stock; and

(ii) Equity Interests of any Parent Company, to the extent the pro-
ceeds of any such issuance or consideration for any such sale are contributed to
the Parent Guarantor (excluding contributions of the proceeds from the sale of
Designated Preferred Stock of such companies or contributions to the extent
such amounts have been applied to Restricted Payments made in accordance
with Section 4.07(b)(5);

provided, that this clause (B) will not include the proceeds from (1) Refunding Capital
Stock (as defined below) applied in accordance with clause (2) of the next succeeding
paragraph, (2) Equity Interests or convertible debt securities of the Parent Guarantor sold
to any of its Restricted Subsidiaries, (3) Disqualified Stock or debt securities that have
been converted or exchanged into Disqualified Stock or (4) Excluded Contributions; plus

(C) 100.0% of the aggregate amount of cash, Cash Equivalents and the fair
market value of marketable securities or other property contributed to the capital of the
Parent Guarantor after the Completion Date (including the original principal amount of
any Indebtedness (and accrued interest) contributed to the Parent Guarantor or its Subsid-
iaries for cancellation) or that becomes part of the capital of the Parent Guarantor through
consolidation, arrangement, amalgamation or merger following the Completion Date, in
each case, not involving cash consideration payable by the Parent Guarantor on account
of such consolidation, arrangement, amalgamation or merger (other than (W) the Cash
Contribution Amount (X) cash, Cash Equivalents and marketable securities or other prop-
erty that are contributed by a Restricted Subsidiary or (Y) Excluded Contributions); plus

(D) 100.0% of the aggregate amount received in cash and the fair market
value of marketable securities or other property received by the Parent Guarantor or any
of its Restricted Subsidiaries by means of:

(i) the sale or other disposition (other than to the Parent Guaran-
tor or any of its Restricted Subsidiaries) of, or other Returns (other than Returns
that reduce Investments pursuant to the last paragraph of the definition thereof)
on Investments from, Restricted Investments made by the Parent Guarantor or
any of its Restricted Subsidiaries (including cash distributions and cash interest
received in respect of Restricted Investments) and repurchases and redemptions
of such Restricted Investments from the Parent Guarantor or any of its Re-
stricted Subsidiaries (other than by the Parent Guarantor or any of its Restricted

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 Subsidiaries) and repayments of loans or advances, and releases of guarantees,
which constitute Restricted Investments made by the Parent Guarantor or any of
its Restricted Subsidiaries, in each case after the Completion Date (excluding
any Excluded Contributions made pursuant to clause (2) of the definition
thereof);

(ii) the sale (other than to the Parent Guarantor or any of its Re-
stricted Subsidiaries) of the stock or any assets of an Unrestricted Subsidiary (or
any joint venture (other than any Restricted Subsidiary or other minority Invest-
ment) or a dividend or distribution from an Unrestricted Subsidiary, any joint
venture (other than any Restricted Subsidiary) or other minority Investment
(other than, in each case, to the extent the Investment in such Unrestricted Sub-
sidiary constituted a Permitted Investment, but including such cash or fair mar-
ket value to the extent exceeding the amount of such Permitted Investment) or a
dividend from an Unrestricted Subsidiary after the Completion Date (excluding
any Excluded Contributions made pursuant to clause (2) of the definition
thereof); or

(iii) any returns, profits, distributions and similar amounts received

on account of any Permitted Investment subject to a dollar-denominated or ratio-
based Basket (to the extent in excess of the original amount of such Investment);
plus

(E) in the case of the redesignation of an Unrestricted Subsidiary as a Re-

stricted Subsidiary or the merger, arrangement, amalgamation or consolidation of an Un-
restricted Subsidiary into the Parent Guarantor or any of its Restricted Subsidiaries or the
transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Parent
Guarantor or any of its Restricted Subsidiaries after the Completion Date, the fair market
value of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the
time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at
the time of such merger, arrangement, amalgamation, consolidation or transfer of assets,
other than to the extent the Investment in such Unrestricted Subsidiary constituted a Per-
mitted Investment, but, to the extent exceeding the amount of such Permitted Investment,
including such excess amounts of cash or fair market value; plus

(F) Retained Declined Proceeds after the Completion Date; plus

(G) the greater of $50.0 million and 50% of LTM EBITDA.

(b) The provisions of Section 4.07(a) hereof will not prohibit:

(1) the payment of any dividend (or, in the case of any partnership or limited liability com-
pany, any similar distribution) by a Restricted Subsidiary of the Parent Guarantor to the holders of its Eq-
uity Interests so long as the Parent Guarantor or any of its Restricted Subsidiaries receives at least its pro
rata share of such dividend or distribution;

(2) (a) the redemption, repurchase, defeasance, discharge, retirement or other acquisition of
(I) any Equity Interests of the Parent Guarantor, any of its Restricted Subsidiaries or any Parent Company,
including any accrued and unpaid dividends thereon (“Treasury Capital Stock”), or (II) Subordinated In-
debtedness in each case, made in exchange for, or out of the proceeds of, a sale or issuance (other than to a
Restricted Subsidiary) of, Equity Interests of the Parent Guarantor or any Parent Company (in the case of
proceeds, to the extent any such proceeds therefrom are contributed to the Parent Guarantor (in each case,
other than Disqualified Stock) (“Refunding Capital Stock”) and made within 120 days of such sale or issu-
ance, (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of a sale
or issuance (other than to a Restricted Subsidiary of the Parent Guarantor or to an employee stock owner-

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ship plan or any trust established by the Parent Guarantor or any Restricted Subsidiary) of Refunding Capi-
tal Stock made within 120 days of such sale or issuance, and (c) if, immediately prior to the retirement of
Treasury Capital Stock, the declaration and payment of dividends thereon by the Parent Guarantor was per-
mitted under clauses (20) (A) or (B) of Section 4.07(b), the declaration and payment of dividends on the
Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem,
repurchase, retire or otherwise acquire any Equity Interests of any Parent Company) in an aggregate
amount per annum no greater than the aggregate amount of dividends per annum that were declarable and
payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the payment of any dividend or distribution or the consummation of any redemption, re-
purchase or retirement of Indebtedness within 60 days after the date of declaration of the dividend or distri-
bution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the div-
idend, distribution or redemption payment would have complied with the provisions of this Indenture;

(4) the principal payment on, defeasance, redemption, repurchase, exchange or other acquisi-
tion or retirement of (i) Subordinated Indebtedness made by exchange for, or out of the proceeds of, the
sale, issuance or incurrence of, new Indebtedness of the Parent Guarantor, a Co-Issuer or a Guarantor or
Disqualified Stock of the Parent Guarantor, a Co-Issuer or a Guarantor within 120 days of such sale, issu-
ance or incurrence, (ii) Disqualified Stock of the Parent Guarantor, a Co-Issuer or a Guarantor made by ex-
change for, or out of the proceeds of, the sale, issuance or incurrence of Disqualified Stock or Subordinated
Indebtedness of the Parent Guarantor, a Co-Issuer or a Guarantor, made within 120 days of such sale, issu-
ance or incurrence, (iii) Disqualified Stock of a Restricted Subsidiary that is not a Guarantor made by ex-
change for, or out of the proceeds of, the sale or issuance of, Disqualified Stock of a Restricted Subsidiary
that is not a Guarantor, made within 120 days of such sale or issuance, that, in each case, is Refinancing
Indebtedness incurred or issued, as applicable, in compliance with Section 4.09, (iv) Subordinated Indebt-
edness made by exchange for, or out of the proceeds of the issuance or incurrence of, any other Indebted-
ness or Disqualified Stock permitted pursuant to Section 4.09 within 120 days of such sale, issuance or in-
currence, and (v) any Subordinated Indebtedness or Disqualified Stock which constitutes Acquired Debt;

(5) a Restricted Payment to pay for the repurchase, retirement or other acquisition for value
(or the declaration and payment of dividends to, or the making of loans to, any Parent Company, to finance
any such repurchase, retirement or other acquisition) of Equity Interests (including related to stock appreci-
ation rights or similar securities) of the Parent Guarantor, any Parent Company or any of its Restricted Sub-
sidiaries held by any future, present or former employee, director, member of management, independent
contractor or consultant (or any of their respective Controlled Investment Affiliates or Immediate Family
Members or any permitted transferees thereof) of the Parent Guarantor, any Parent Company or any Sub-
sidiary of the Parent Guarantor pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or other similar agreement or arrangement or any equity subscrip-
tion, or equity holder agreement (including, for the avoidance of doubt, any principal and interest payable
on any notes issued by the Parent Guarantor or any Parent Company in connection with any such repur-
chase, retirement or other acquisition), including Equity Interests rolled over by management of the Parent
Guarantor, any of its Subsidiaries, any Parent Company in connection with the Arrangement Transactions;
provided that the aggregate amounts paid under this clause (5) do not exceed the greater of (I) $5.00 million
and (II) 5.0% of LTM EBITDA in any calendar year (increasing to the greater of (I) $10.00 million and (II)
10.0% of LTM EBITDA following an Equity Offering by the Parent Guarantor or any Parent Company)
with unused amounts in any calendar year being carried over to succeeding calendar years; provided, fur-
ther, that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds received by the Parent Guarantor or any of its Restricted Sub-
sidiaries from the sale of Qualifying Equity Interests of the Parent Guarantor or any Parent Com-
pany (to the extent contributed to the Parent Guarantor), to employees, directors, officers, mem-
bers of management, independent contractors or consultants (or any of their respective Controlled
Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the
Parent Guarantor and its Restricted Subsidiaries or any Parent Company that occurs after the

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 Completion Date; provided that the amount of such cash proceeds utilized for any such repur-
chase, retirement, other acquisition or dividend will not increase the amount available for Re-
stricted Payments under Section 4.07(a)(z); plus

(b) the amount of any cash bonuses otherwise payable to members of management,
employees, directors, consultants, independent contractors, (or their respective Controlled Invest-
ment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Parent
Guarantor, any of its Subsidiaries or any Parent Company that are foregone in exchange for the
receipt of Equity Interests of the Parent Guarantor or any Parent Company pursuant to any com-
pensation arrangement, including any deferred compensation plan; plus

(c) the cash proceeds of key man life insurance policies received by the Parent
Guarantor or any Parent Company (to the extent contributed to the Parent Guarantor), and its Re-
stricted Subsidiaries after the Completion Date; less

(d) the amount of any Restricted Payments previously made with the cash proceeds
described in clauses (a), (b) and (c) of this clause (5);

provided that the Parent Guarantor may elect to apply all or any portion of the aggregate
increase contemplated by clauses (a), (b) and (c) above in any calendar year; provided further that
cancellation of Indebtedness owing to the Parent Guarantor or any of its Restricted Subsidiaries
from any future, present or former employee, director, officer, member of management, independ-
ent contractor or consultant (or their respective Controlled Investment Affiliates or Immediate
Family Members or any permitted transferees thereof) or any direct or indirect parent of the Parent
Guarantor in connection with a repurchase of Equity Interests of any of the Parent Guarantor, any
direct or indirect parent of the Parent Guarantor or any Restricted Subsidiary of the Parent Guaran-
tor will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any
other provision of this Indenture;

(6) (a) payments made or expected to be made by the Parent Guarantor or any of its Re-
stricted Subsidiaries in respect of withholding or similar Taxes payable by any future, present or former
employee, director, officer, member of management, independent contractor or consultant (or their respec-
tive Controlled Investment Affiliates or Immediate Family Members or permitted transferees) of the Parent
Guarantor, any of its Restricted Subsidiaries or any Parent Company, (b) the repurchase of Equity Interests
(or the declaration and payment of any dividends to, or the making of loans to, any Parent Company to fi-
nance such repurchase) deemed to occur upon (i) the exercise of stock options, warrants or other similar
stock-based awards under equity plans of the Parent Guarantor, any of the Parent Guarantor’s Restricted
Subsidiaries or any Parent Company to the extent such Equity Interests represent a portion of the exercise
price of those stock options, warrants or other similar stock-based awards under equity plans of the Parent
Guarantor, any of its Restricted Subsidiaries or any Parent Company or (ii) the withholding of a portion of
Equity Interests issued upon any such exercise to cover any withholding Tax obligations in respect of such
issuance and (c) loans or advances to officers, directors, employees, managers, consultants and independent
contractors of the Parent Guarantor, any of its Restricted Subsidiaries or any Parent Company in connection
with such Person’s purchase of Equity Interests of the Parent Guarantor or any Parent Company; provided
that no cash is actually advanced pursuant to this clause (c) other than to pay Taxes due in connection with
such purchase, unless immediately repaid;

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of a
class or series of Disqualified Stock of the Parent Guarantor or any Preferred Stock of any Restricted Sub-
sidiary of the Parent Guarantor issued on or after the Completion Date in accordance with Section 4.09
hereof;

(8) payments of cash, dividends, distributions, advances or other Restricted Payments by the
Parent Guarantor or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of
fractional shares or upon the purchase, redemption or acquisition of fractional shares (or the declaration and

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payment of any dividends to, or the making of loans to, any Parent Company to finance such payment, pur-
chase, redemption or acquisition), including in connection with (i) the exercise of options or warrants,
(ii) the conversion or exchange of Capital Stock or Indebtedness convertible into, or exchangeable for, Cap-
ital Stock or (iii) stock dividends, splits or combinations or business combinations;

(9) Permitted Payments to Parent;

(10) the making of any Restricted Payment (i) in connection with the Arrangement Transac-
tions and the payment of any reasonable fees or expenses incurred in connection therewith (including divi-
dends to any Parent Company to fund payment of such fees or expenses), (ii) in respect of working capital
adjustments or purchase price adjustments pursuant to the Arrangement Agreement, any Permitted Acquisi-
tion or other Permitted Investments, (iii) in order to satisfy indemnity and other similar obligations under
the Arrangement Agreement, any Permitted Acquisition or other Permitted Investments, (iv) to holders of
Equity Interests of Amalco (immediately prior to giving effect to the Arrangement Transactions) in connec-
tion with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions
(whether actual, contingent or potential) or (v) in connection with a Permitted Reorganization or an IPO
Reorganization Transaction;

(11) (i) purchases of receivables pursuant to a Securitization Repurchase Obligation in con-

nection with a Qualified Securitization Transaction and distributions or payments of Securitization Fees,
and (ii) purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection
with a Qualified Receivables Facility and distributions or payments of Receivables Fees;

(12) the declaration and payment of dividends on the Parent Guarantor’s common stock (or
the payment of dividends to any Parent Company to fund the payment of dividends on its Equity Interests)
in an aggregate amount not to exceed the sum of (i) 6.0% per annum of the net proceeds received by the
Parent Guarantor (or by any Parent Company and contributed to the Parent Guarantor) from any Equity
Offering of the Parent Guarantor or any Parent Company and (ii) an aggregate amount per annum not to
exceed 7.0% of Market Capitalization;

(13) Restricted Payments that are made with Excluded Contributions that, together with Per-
mitted Investments that are made with Excluded Contributions and outstanding at any time pursuant to
clause (31) of the definition of Permitted Investments, shall not exceed the aggregate amount of Excluded
Contributions;

(14) the payment of dividends, other distributions and other amounts by the Parent Guarantor
to, or the making of loans to, any Parent Company, in the amount required for such Parent Company to, if
applicable, pay amounts equal to amounts required for any Parent Company, if applicable, to pay interest
and/or principal on Indebtedness the proceeds of which have been permanently contributed to the Parent
Guarantor or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered
Indebtedness of, the Parent Guarantor or any of its Restricted Subsidiaries incurred in accordance with Sec-
tion 4.09 hereof;

(15) the payment, purchase, redemption, defeasance or other acquisition or retirement for
value of Subordinated Indebtedness, Disqualified Stock or Preferred Stock of the Parent Guarantor and its
Restricted Subsidiaries (i) from Retained Declined Proceeds (except to the extent utilized to make Re-
stricted Payments pursuant to Section 4.07(a)(z)(F) or (ii) pursuant to provisions similar to those set forth in
Section 4.10 and Section 4.14 hereof; provided that, in the case of this clause (ii), prior to such payment,
purchase, redemption, defeasance or other acquisition or retirement for value, the Co-Issuers (or a third
party to the extent permitted by this Indenture) have made a Change of Control Offer or Asset Sale Offer,
as the case may be, with respect to the Notes as a result of such Change of Control or Asset Sale, as the
case may be, and has repurchased all Notes validly tendered and not withdrawn in connection with such
Change of Control Offer or Asset Sale Offer, as the case may be;

(16) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness
owed to the Parent Guarantor or any of its Restricted Subsidiaries by, Unrestricted Subsidiaries;

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 (17) other Restricted Payments in an aggregate amount taken together with all other Restricted
Payments made pursuant to this Section 4.07(b)(17) not to exceed the greater of (x) $25.00 million and (y)
25% of LTM EBITDA; provided that if this clause (17) is utilized to make a Restricted Investment, the
amount deemed to be utilized under this clause (17) will be the amount of such Restricted Investment at
any time outstanding (with the fair market value of such Investment being measured at the time made and
without giving effect to subsequent changes in value, but subject to adjustment as set forth in the definition
of “Investment”);

(18) any Restricted Payment made (i) in connection with the Arrangement Transactions and
the fees and expenses related thereto or (ii) to fund amounts owed to Affiliates (including the declaration
and payment of dividends to, or the making of loans to, any Parent Company to fund such payment), in
each case to the extent permitted by Section 4.11 hereof;

(19) payments and distributions to dissenting stockholders pursuant to applicable law, pursu-
ant to or in connection with a sale, consolidation, merger, arrangement, amalgamation or transfer of all or
substantially all of the assets of the Parent Guarantor and its Restricted Subsidiaries taken as a whole that
complies with the terms of this Indenture, including Section 5.01 hereof or any other transaction that com-
plies with the terms of this Indenture;

(20)

(A) the declaration and payment of dividends or distributions to holders of any class
or series of Designated Preferred Stock issued by the Parent Guarantor or any of its Restricted
Subsidiaries after the Completion Date;

(B) the declaration and payment of dividends or distributions to any Parent Com-
pany, the proceeds of which will be used to fund the payment of dividends or distributions to hold-
ers of any class or series of Designated Preferred Stock issued by such Parent Company after the
Completion Date; provided, that the amount of dividends and distributions paid pursuant to this
clause (B) shall not exceed the aggregate amount of cash actually contributed to the Parent Guar-
antor from the sale of such Designated Preferred Stock; or

(C) the declaration and payment of dividends on Refunding Capital Stock that is
Preferred Stock in excess of the dividends declarable and payable thereon pursuant to Section
4.07(b)(2);

provided, in the case of each of (A), (B) and (C) of this clause (20), that for the most recently ended Test
Period immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of
such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or
declaration on a pro forma basis, the Parent Guarantor would have had a Fixed Charge Coverage Ratio of
at least 2.00 to 1.00; and

(21) any Restricted Payment so long as immediately after giving effect to the making of such
Restricted Payment, the Parent Guarantor’s Consolidated Total Debt Ratio would be no greater than 4.50 to
1.00; provided, however, that at the time of, and after giving effect to, such Restricted Payment permitted
under this Section 4.07(b)(21), (i) in the case of any Restricted Payment (other than a Restricted Invest-
ment), no Event of Default shall have occurred and be continuing or would occur as an immediate conse-
quence thereof and (ii) in the case of any Restricted Investment, no Event of Default under clause (2) or,
with respect to the Parent Guarantor, (6) or (7) of Section 6.01 shall have occurred and be continuing or
would occur as an immediate consequence thereof.

(c) The amount of all Restricted Payments (other than cash) shall be the fair market value on
the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by
the Parent Guarantor, the Co-Issuers or such Restricted Subsidiary, as the case may be, pursuant to such Re-
stricted Payment. The Fair Market Value of any cash Restricted Payment shall be its face amount, and the

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 Fair Market Value of any non-cash Restricted Payment, property or assets other than cash shall be deter-
mined conclusively by the Parent Guarantor acting in good faith. For purposes of determining compliance
with this Section 4.07, in the event that a Restricted Payment or Investment meets the criteria of more than
one of the categories of Restricted Payments described in clauses (1) through (21) of Section 4.07(b) hereof,
or is entitled to be incurred pursuant to Section 4.07(a) hereof, the Parent Guarantor will be entitled to clas-
sify such Restricted Payment or Investment (or portion thereof) on the date of its payment or later reclassify
such Restricted Payment or Investment (or portion thereof) in any manner that complies with this Section
4.07 or the definition of “Permitted Investment” and/or one or more of the exceptions contained in the defi-
nition of “Permitted Investment.”

(d) If the Parent Guarantor or a Restricted Subsidiary makes a Restricted Payment which at
the time of the making of such Restricted Payment would in the good faith determination of the Parent Guar-
antor be permitted under the provisions of this Indenture based on the financial statements available at such
time, such Restricted Payment shall be deemed to have been made in compliance with this Indenture not-
withstanding any subsequent adjustments made in good faith to the Parent Guarantor’s financial statements
affecting Consolidated Net Income or Consolidated EBITDA of the Parent Guarantor for any period.

(e) For the avoidance of doubt, this Section 4.07 shall not restrict the making of, or dividends
or other distributions in amounts sufficient to make, any “AHYDO catch-up payment” with respect to any
Indebtedness of any Parent Company, the Parent Guarantor or any of its Restricted Subsidiaries permitted to
be incurred under the terms of this Indenture.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or permit to exist or become effective any consensual encumbrance or re-
striction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Parent Guaran-
tor or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured
by, its profits, or pay any Indebtedness owed to the Parent Guarantor or any of its Restricted Subsidiaries;

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

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

(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions
existing under or by reason of:

(1) contractual encumbrances or restrictions of the Parent Guarantor or any of its Restricted
Subsidiaries in effect on the Completion Date, including pursuant to the ABL Credit Agreement and other
documents relating to the ABL Credit Agreement and other documents relating to such facilities and this
Indenture;

(2) this Indenture, the Notes and the Note Guarantees, the Security Documents, the Escrow
Agreement and the Intercreditor Agreements;

(3) agreements governing other Indebtedness permitted to be incurred under the provisions
of Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refund-
ings, replacements or refinancings of those agreements; provided that the restrictions therein either (i) are
not materially more restrictive than those contained in agreements governing Indebtedness in effect on the
Completion Date, or (ii) are not materially more disadvantageous to Holders of the Notes than is customary
in comparable financings (as determined by the Parent Guarantor in good faith) and in the case of (ii) either
(x) the Parent Guarantor determines (in good faith) that such encumbrance or restriction will not affect the

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Parent Guarantor’s ability to make principal or interest payments on the Notes or (y) such encumbrances or
restrictions apply only during the continuance of a default in respect of payment or a financial maintenance
covenant relating to such Indebtedness;

(4) applicable law, rule, regulation, order or requirement;

(5) any instrument of a Person acquired by the Parent Guarantor or any of its Restricted Sub-
sidiaries as in effect at the time of such acquisition (except to the extent such instrument was entered into in
connection with or in contemplation of such acquisition), which encumbrance or restriction is not applica-
ble to any Person, or the properties or assets of any Person, other than the Person, or the property or assets
of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by
the terms of this Indenture to be incurred;

(6) customary non-assignment provisions in contracts, leases, sub-leases, licenses or asset

sale agreements otherwise permitted by this Indenture so long as such restrictions relate to the property in-
terest, rights or assets subject thereto;

(7) purchase money obligations, mortgage financings and Capital Lease Obligations that im-
pose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a)
hereof;

(8) contracts for the sale of assets, including any agreement for the sale or other disposition
of a Restricted Subsidiary of all or substantially all of the assets of such Restricted Subsidiary in compli-
ance with the terms of this Indenture that restricts distributions by that Restricted Subsidiary pending such
sale or other disposition;

(9) Refinancing Indebtedness; provided that the restrictions contained in the agreements gov-
erning such Refinancing Indebtedness are (i) not materially more restrictive, taken as a whole, than those
contained in the agreements governing the Indebtedness being refinanced or (ii) are not materially more
disadvantageous to Holders of the Notes than is customary in comparable financings (as determined by the
Parent Guarantor in good faith) and in the case of (ii) such encumbrances or restrictions apply only during
the continuance of a default in respect of payment or a financial maintenance covenant relating to such In-
debtedness;

(10) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof
and Liens permitted to be incurred pursuant to Section 4.12 hereof that limit the right of the debtor to dis-
pose of the assets subject to such Liens;

(11) provisions limiting the disposition or distribution of assets or property in joint venture
agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar
agreements (including agreements entered into in connection with a Restricted Investment), which limita-
tion is applicable only to the assets that are the subject of such agreements;

(12) restrictions on cash or other deposits or net worth imposed by customers under contracts
entered into in the ordinary course of business;

(13) customary provisions in joint venture agreements and other similar agreements entered
into in the ordinary course of business;

(14) any Restricted Investment not prohibited by Section 4.07 hereof and any Permitted In-
vestment;

(15) restrictions created in connection with any Qualified Securitization Transaction or Quali-
fied Receivables Facility that, in the good faith determination of the Parent Guarantor, are necessary or ad-
visable to effect such Qualified Securitization Transaction or Qualified Receivables Facility;

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 (16) other Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary of
the Parent Guarantor that is incurred by a Foreign Subsidiary of the Parent Guarantor subsequent to the
Completion Date pursuant to Section 4.09 hereof that imposes restrictions solely on the Foreign Subsidiary
party thereto or its Subsidiaries;

(17) any encumbrances or restrictions of the type referred to in Sections 4.08(a)(1), (2) and (3)
hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refund-
ings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1)
through (16) above; provided that such amendments, modifications, restatements, renewals, increases, sup-
plements, refundings, replacements or refinancings are, in the good faith judgment of the Parent Guarantor,
no more restrictive as a whole with respect to such dividend and other payment restrictions than those con-
tained in the dividend or other payment restrictions prior to such amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing;

(18) any encumbrance or other restriction that will not otherwise materially impair the Co-
Issuer’s ability to make payments on the Notes when due, in the good faith judgment of the Parent Guar-
antor; and

(19) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary

or the merger, arrangement, amalgamation or consolidation of an Unrestricted Subsidiary into the Parent
Guarantor or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unre-
stricted Subsidiary to the Parent Guarantor or a Restricted Subsidiary, any agreement or other instrument
of such Unrestricted Subsidiary (but, in any such case, not created in contemplation of such redesignation,
merger, arrangement, amalgamation, consolidation or transfer).

Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Stock or Preferred Stock.

(a) The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly lia-
ble, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired
Debt), and the Parent Guarantor will not issue any Disqualified Stock and will not permit (a) any of its Re-
stricted Subsidiaries to issue any shares of Disqualified Stock or (b) any of its Restricted Subsidiaries that
are not Guarantors to issue any shares of Preferred Stock; provided, however, that the Parent Guarantor may
incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and any Restricted Subsidiary
may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or Preferred Stock, if (any
Indebtedness, Disqualified Stock or Preferred Stock incurred or issued pursuant to the following clauses (1),
(2) and (3), “Ratio Debt”):

(1) if such Indebtedness is secured by Liens on the Fixed Asset Priority Collateral with Pari
Passu Lien Priority with the Liens on the Fixed Asset Priority Collateral securing the Notes, the Consoli-
dated First Lien Debt Ratio for the Parent Guarantor’s most recently ended Test Period immediately pre-
ceding the date on which such additional Indebtedness is incurred, would be no greater than 5.25:1.00, de-
termined on Pro Forma Basis,

(2) if such Indebtedness is secured by Liens on the Fixed Asset Priority Collateral on a junior
basis with the Liens on the Fixed Asset Priority Collateral securing the Notes (and not secured by Liens on
the ABL Priority Collateral on a senior basis to the Liens on the ABL Priority Collateral securing the
Notes) or is secured by Liens on assets not constituting Collateral, the Consolidated Senior Secured Debt
Ratio for the Parent Guarantor’s most recently ended Test Period preceding the date on which such addi-
tional Indebtedness is incurred, would be no greater than 6.00:1.00, determined on a Pro Forma Basis, or

(3) with respect to Indebtedness that is not secured, or any Disqualified Stock or Preferred
Stock, in each case, the Fixed Charge Coverage Ratio for the Parent Guarantor’s most recently ended Test
Period immediately preceding the date on which such additional Indebtedness is incurred or such Disquali-
fied Stock or such Preferred Stock is issued, as the case may be, would be no less than 2.00:1.00;

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 provided, further, that, in each case, the then outstanding aggregate principal amount of Indebtedness, Dis-
qualified Stock or Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing clauses
(1), (2) and (3) (plus any Refinancing Indebtedness in respect thereof) by Restricted Subsidiaries that are not Guar-
antors shall not exceed the greater of (x) $30.00 million and (y) 30% of LTM EBITDA.

(b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the fol-
lowing (collectively, “Permitted Debt”):

(1) the incurrence by the Parent Guarantor or its Restricted Subsidiaries of Indebtedness un-
der any Credit Agreement, the guarantees thereof and the issuance and creation of letters of credit and
bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a
principal amount equal to the face amount thereof) up to an aggregate outstanding principal amount at any
one time outstanding not to exceed the sum of (i) up to an aggregate amount not to exceed at any one time
outstanding, the greater of (x) $200.0 million (this clause (i) to be limited to Indebtedness under any Credit
Agreement that is in the form of a revolving credit facility, including without limitation asset-based and
cash flow revolving facilities) and (y) the Borrowing Base as of the date of such incurrence, less, in each
case of this clause (i), the aggregate amount under any Securitization Transaction (other than Qualified Se-
curitization Transactions) and Receivables Facilities (other than Qualified Receivables Facilities); plus (ii)
the greater of (x) $50.0 million and (y) 50% of LTM EBITDA; plus (iii) in the case of any refinancing of
any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, un-
derwriting discounts, accrued and unpaid interest, premiums (including, without limitation, tender premi-
ums) and other costs and expenses (including, without limitation, original issue discount, upfront fees and
similar fees) incurred in connection with such refinancing; provided, that any Indebtedness incurred under
this Section 4.09(b)(1) except to the extent permitted by any applicable Intercreditor Agreement then in
effect, shall not be secured by a Lien on any assets other than the Collateral or any other assets that secure
the Notes and, if not incurred under the ABL Credit Agreement, shall constitute Additional First Lien Obli-
gations to the extent such Indebtedness is secured by a Lien;

(2) Indebtedness of the Parent Guarantor and its Restricted Subsidiaries existing on the Com-
pletion Date immediately after giving effect to the Arrangement Transactions (excluding Indebtedness de-
scribed in Section 4.09(b)(1) and (3));

(3) the incurrence by the Parent Guarantor and the Guarantors of Indebtedness represented
by the Notes (other than Additional Notes) and the related Note Guarantees issued on the Issue Date;

(4) Indebtedness incurred by the Parent Guarantor or any of its Restricted Subsidiaries, in-
cluding Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money
obligations (including such Indebtedness as lessee or guarantor), in each case, incurred for the purpose of
financing all or any part of the acquisition, lease or cost of design, construction, installation or improve-
ment of property, plant or equipment used or useful in a Permitted Business, whether through the direct
purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount,
including all Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebted-
ness incurred pursuant to this clause (4), not to exceed the sum of (i) the greater of (x) $25.00 million and
(y) 25% of LTM EBITDA, at the time of the incurrence, at any one time outstanding, plus (ii) an unlimited
amount so long as the Consolidated Total Debt Ratio for the Parent Guarantor’s most recently ended Test
Period immediately preceding the date on which such additional Indebtedness is incurred would be no
greater than 5.25 to 1.00 plus, in the case of any refinancing of any Indebtedness permitted under this
clause (4) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid
interest, premiums and other costs and expenses incurred in connection with such refinancing;

(5) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of Indebted-
ness or Disqualified Stock or Preferred Stock of the Parent Guarantor or a Restricted Subsidiary that serves
to extend, refund, refinance, replace, redeem, repurchase, retire or defease, and is in an aggregate principal
amount (or if issued with original issue discount an aggregate issue price) that is equal to or less than, In-
debtedness (including any Designated Revolving Commitments) incurred or Disqualified Stock or Pre-
ferred Stock issued as Ratio Debt or permitted under clauses (2), (3), this clause (5), (13) or (17) of this

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Section 4.09(b) or subclause (y) of each of clauses (4), (12) or (21) of this Section 4.09(b) (provided that
any amounts incurred under this Section 4.09(b)(5) as Refinancing Indebtedness of subclause (y) of Section
4.09(b)(4), (12) or (21) shall reduce the amount available under such subclause (y) of such clauses) so long
as such Refinancing Indebtedness remains outstanding or any Indebtedness incurred or Disqualified Stock
or Preferred Stock issued to so extend, refund, replace, refinance, redeem, repurchase, retire or defease such
Indebtedness, Disqualified Stock or Preferred Stock, plus any additional Indebtedness incurred or Disquali-
fied Stock or Preferred Stock issued to pay unpaid accrued interest and unpaid dividends and the aggregate
amount of premiums or penalties (including reasonable tender premiums or penalties), and underwriting
discounts, defeasance costs and fees and expenses in connection therewith (including original issue dis-
count, upfront fees, underwriting, arrangement and similar fees) (subject to the following proviso, “Refi-
nancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebted-
ness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebted-
ness is incurred that is not less than the remaining Weighted Average Life to Maturity of the In-
debtedness, Disqualified Stock or Preferred Stock being refunded, refinanced, replaced, redeemed,
repurchased or retired (or, if earlier not less than the remaining Weighted Average Life to Maturity
of the Notes);

(B) has a Stated Maturity which is no earlier than the Stated Maturity of the Indebt-
edness being refunded, refinanced, replaced, redeemed, repurchased or retired (or, if earlier, the
date that is 91 days after the maturity date of the Notes);

(C) to the extent that such Refinancing Indebtedness refinances (i) Subordinated In-
debtedness (other than such Indebtedness assumed or acquired in an acquisition and not created in
contemplation thereof), unless such refinancing constitutes a Restricted Payment permitted by
Section 4.07 (other than Section 4.07(b)(4)), such Refinancing Indebtedness is Subordinated In-
debtedness or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Dis-
qualified Stock or Preferred Stock, respectively; and

(D) the limitations set forth above shall not apply to (x) Indebtedness, Disqualified
Stock or Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified
Stock or Preferred Stock of the Parent Guarantor or a Guarantor, or (y) Indebtedness or Disquali-
fied Stock the Parent Guarantor or Indebtedness, Disqualified Stock or Preferred Stock of a Re-
stricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unre-
stricted Subsidiary;

provided, further, that notwithstanding clauses (A) and (B) above, Refinancing Indebtedness may
be incurred in the form of a bridge or other interim credit facility intended to be refinanced with long-term
indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clauses (A) and (B)
above so long as (I) such credit facility includes customary “rollover” provisions and (II) assuming such
credit facility were to be extended pursuant to such “rollover” provisions, such extended credit facility
would comply with clauses (A) and (B) above.

(6) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of intercom-
pany Indebtedness between or among the Parent Guarantor and any of its Restricted Subsidiaries including
Indebtedness consisting of any part of a Permitted Reorganization or IPO Reorganization Transaction (or
issued or transferred to any direct or indirect parent of a Guarantor which is substantially contemporane-
ously transferred to a Guarantor or any Restricted Subsidiary of a Guarantor); provided, however, that:

(A) if the Parent Guarantor, a Co-Issuer or any Guarantor is the obligor on such In-
debtedness and the payee is not the Parent Guarantor, a Co-Issuer or a Guarantor, such Indebted-
ness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obli-
gations then due with respect to the Notes, in the case of a Co-Issuer, or the Note Guarantee, in the
case of the Parent Guarantor or a Guarantor; and

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 (B) (i) any subsequent issuance or transfer of Equity Interests that results in any
such Indebtedness being held by a Person other than the Parent Guarantor or a Restricted Subsidi-
ary of the Parent Guarantor and (ii) any sale or other transfer of any such Indebtedness to a Person
that is not either the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor will be
deemed, in each case, to constitute an issuance of such Indebtedness by the Parent Guarantor or
such Restricted Subsidiary, as the case may be, that was not permitted by this Section 4.09(b)(6);

(7) the issuance by any of the Parent Guarantor’s Restricted Subsidiaries to the Parent Guar-
antor or to any other Restricted Subsidiary of the Parent Guarantor of shares of Preferred Stock; provided,
however, that:

(A) any subsequent issuance or transfer of Equity Interests that results in any such
Preferred Stock being held by a Person other than the Parent Guarantor or a Restricted Subsidiary
of the Parent Guarantor will be deemed to constitute an issuance of such Preferred Stock by such
Restricted Subsidiary that was not permitted by this Section 4.09(b)(7); and

(B) any sale or other transfer of any such Preferred Stock to a Person that is not ei-
ther the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor will be deemed to
constitute an issuance of such Preferred Stock by such Restricted Subsidiary that was not permit-
ted by this Section 4.09(b)(7);

(8) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of Hedging
Obligations and not for speculative purposes;

(9) the guarantee by the Parent Guarantor or any of its Restricted Subsidiaries of Indebted-
ness of the Parent Guarantor or any of its Restricted Subsidiaries, in each case, to the extent that the guaran-
teed Indebtedness was permitted to be incurred by another provision of this Section 4.09; provided that if
the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee must
be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of Indebted-
ness in respect of letters of credit, bank guarantees, workers’ compensation claims, health, disability or
other employee benefits or property, casualty or liability insurance or self-insurance obligations, unemploy-
ment insurance, supply chain financing transactions, trade contracts (other than for borrowed money),
bankers’ acceptances, guarantees, performance, tender, bid, stay, surety, statutory, judgment, appeal, ad-
vance payment, completion, export or import, indemnities, customs, value added, sales or similar Tax or
other guarantees and warranties, revenue bonds or similar instruments in the ordinary course of business,
including guarantees or obligations with respect thereto (in each case other than for an obligation for
money borrowed);

(11) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of Indebted-
ness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
inadvertently drawn against insufficient funds;

(12) the incurrence of Indebtedness, Disqualified Stock or Preferred Stock by (i) Restricted
Subsidiaries of the Parent Guarantor that are not Guarantors and (ii) the incurrence of Indebtedness by the
Parent Guarantor or any of its Restricted Subsidiaries in connection with any joint venture arrangements
and similar binding arrangements, in each case, an aggregate principal amount pursuant to this clause (12),
including all Indebtedness, Disqualified Stock or Preferred Stock of any such non-Guarantors or joint ven-
tures incurred or issued to renew, refund, refinance, replace, defease or discharge any Indebtedness in-
curred or Disqualified Stock or Preferred Stock issued pursuant to this clause (12), not to exceed the greater
of (x) $25.00 million (or the equivalent thereof, measured at the time of each incurrence, in the applicable
foreign currency) and (y) 25% of LTM EBITDA, at any one time outstanding, plus in the case of any refi-
nancing of any Indebtedness, Disqualified Stock or Preferred Stock permitted under this clause or any por-
tion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums
and other costs and expenses incurred in connection with such refinancing, outstanding at any one time;

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 (13) (i) the incurrence or issuance of (I) Indebtedness or Disqualified Stock of the Parent
Guarantor or Indebtedness, Disqualified Stock or Preferred Stock of any of its Restricted Subsidiaries, in-
curred or issued to finance an acquisition or investment (or other purchase of assets) or (II) Indebtedness,
Disqualified Stock or Preferred Stock (A) of Persons that are acquired by the Parent Guarantor or any of its
Restricted Subsidiaries or merged into, amalgamated or consolidated with the Parent Guarantor or any of
its Restricted Subsidiaries in accordance with the terms of this Indenture or (B) that is assumed by the Par-
ent Guarantor or any of its Restricted Subsidiaries in connection with such acquisition or investment (or
other purchase of assets) (and not, for the avoidance of doubt with respect to this clause (II), created in con-
templation of the applicable investment or acquisition), in each case under this clause (i), in an aggregate
outstanding principal amount or liquidation preference, not to exceed (1) the greater of $20.00 million and
20% of LTM EBITDA plus (2) an unlimited amount so long as in the case of this clause (2) only:

(x) if such Indebtedness is secured by Liens on the Fixed Asset Priority Collateral
with Pari Passu Lien Priority with the Liens on the Fixed Asset Priority Collateral securing the
Notes, the Consolidated First Lien Debt Ratio for the Parent Guarantor’s most recently ended Test
Period immediately preceding the date on which such additional Indebtedness is incurred, would
be no greater than the greater of (A) 5.25:1.00 and (B) the Consolidated First Lien Debt Ratio im-
mediately prior to giving effect to such incurrence of Indebtedness, in each case determined on Pro
Forma Basis,

(y) if such Indebtedness is secured by Liens on the Fixed Asset Priority Collateral
on a junior basis with the Liens on the Fixed Asset Priority Collateral securing the Notes (and not
secured by Liens on the ABL Priority Collateral on a senior basis to the Liens on the ABL Priority
Collateral securing the Notes) or is secured by Liens on assets not constituting Collateral, the Con-
solidated Senior Secured Debt Ratio for the Parent Guarantor’s most recently ended Test Period
preceding the date on which such additional Indebtedness is incurred, would be no greater than the
greater of (A) 6.00:1.00 and (B) the Consolidated Senior Secured Debt Ratio immediately prior to
giving effect to such incurrence of Indebtedness, in each determined on a Pro Forma Basis, or

(z) with respect to Indebtedness that is not secured, or any Disqualified Stock or
Preferred Stock, in each case, the Fixed Charge Coverage Ratio for the Parent Guarantor’s most
recently ended Test Period immediately preceding the date on which such additional Indebtedness
is incurred or such Disqualified Stock or such Preferred Stock is issued, as the case may be, would
be no less than the lesser of (A) 2.00:1.00 and (B) the Fixed Charge Coverage Ratio immediately
prior to giving effect to such incurrence of Indebtedness or the issuance of such Disqualified Stock
or Preferred Stock, in each case determined on a Pro Forma Basis;

provided that, the aggregate principal amount of such Indebtedness incurred or Disquali-
fied Stock or Preferred Stock issued under this clause (13)(i) by Restricted Subsidiaries that are
not Guarantors, shall not exceed the greater of (1) $30.00 million and (2) 30% of LTM EBITDA;

(ii) so long as not created in contemplation of such acquisition or investment, (I) Indebtedness or
Disqualified Stock that is assumed by the Parent Guarantor or any of its Restricted Subsidiaries in connec-
tion with an acquisition or investment (or other purchase of assets) and (II) Indebtedness, Disqualified
Stock or Preferred Stock of Persons that are acquired by the Parent Guarantor or any of its Restricted Sub-
sidiaries or merged into, amalgamated or consolidated with, the Parent Guarantor or any of its Restricted
Subsidiaries in accordance with the terms of this Indenture, in each case, in an aggregate outstanding prin-
cipal amount or liquidation preference under this clause (ii), not to exceed an unlimited amount of Indebt-
edness, Disqualified Stock or Preferred Stock under this clause (ii) so long as, after giving pro forma effect
to the assumption or acquisition of such Indebtedness, Disqualified Stock or Preferred Stock and such ac-
quisition or investment (or other purchase of assets), the Fixed Charge Coverage Ratio for the Parent Guar-
antor’s most recently ended Test Period immediately preceding the date on which such additional Indebted-
ness is incurred or such Disqualified Stock or such Preferred Stock is issued, as the case may be, would be
no less than the lesser of (A) 2.00:1.00 and (B) the Fixed Charge Coverage Ratio immediately prior to giv-
ing effect to such incurrence of Indebtedness or the issuance of such Disqualified Stock or Preferred Stock,
in each case determined on a Pro Forma Basis;

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 (14) (i) the incurrence by the Parent Guarantor or its Restricted Subsidiaries of Indebtedness
arising from agreements providing for guarantees, indemnification, adjustments of purchase price or, in
each case, similar obligations, incurred in connection with the disposition of any business, assets, Capital
Stock, Person or Restricted Subsidiary of the Parent Guarantor (other than Guarantees of Indebtedness in-
curred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the
purpose of financing such acquisition), so long as the principal amount of such Indebtedness incurred in
connection with a disposition does not exceed the gross proceeds (including non-cash proceeds) actually
received by the Parent Guarantor or any of its Restricted Subsidiaries in connection with such disposition,
(ii) Indebtedness incurred by the Parent Guarantor or any of its Restricted Subsidiaries in any transaction or
arrangement not prohibited under this Indenture constituting indemnification obligations or obligations in
respect of purchase price (including earn-outs) or other similar adjustments and obligations in respect of
transaction Tax benefits and (iii) consisting of obligations of the Parent Guarantor or any of its Restricted
Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connec-
tion with the Arrangement Transactions, Permitted Acquisitions or any other permitted Investment;

(15) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of Indebted-
ness arising in connection with (i) endorsement of instruments for collection or deposit in the ordinary
course of business and (ii) Cash Management Services;

(16) Indebtedness consisting of the financing of insurance premiums;

(17) Contribution Indebtedness;

(18) Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries, the proceeds of
which are applied to defease or discharge the Notes pursuant to Article 8 or 11 hereof;

(19) take-or-pay obligations contained in supply arrangements entered into by the Parent
Guarantor or any of its Restricted Subsidiaries in the ordinary course of business;

(20) (i) Indebtedness related to unfunded pension fund and other employee benefit plan obli-
gations and liabilities to the extent they are permitted to remain unfunded under applicable law and (ii) In-
debtedness representing deferred compensation or similar arrangements to employees and independent con-
tractors of the Parent Guarantor (and any direct or indirect parent thereof) or any of its Restricted Subsidiar-
ies, in each case, incurred in the ordinary course of business;

(21) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of additional
Indebtedness or the issuance by the Parent Guarantor of Disqualified Stock or the issuance by any Re-
stricted Subsidiary of Preferred Stock in an aggregate principal amount (or accreted value, as applicable)
or liquidation value at any time outstanding, including all Indebtedness incurred to renew, refund, re-
finance, replace, defease or discharge any Indebtedness or liquidation value incurred pursuant to this Sec-
tion 4.09(b)(21), not to exceed the greater of (x) $75.00 million and (y) 75% of LTM EBITDA, at any one
time outstanding, plus in the case of any refinancing of any Indebtedness permitted under this clause or
any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest,
premiums and other costs and expenses incurred in connection with such refinancing;

(22) Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries supported by a
letter of credit issued pursuant to any Credit Agreement in a principal amount not in excess of the stated
amount of such letter of credit;

(23) Indebtedness consisting of promissory notes issued by the Parent Guarantor or any Re-
stricted Subsidiary to current or former managers, officers, directors, advisors, service providers, consult-
ants or employees, their respective permitted transferees, assigns, estates, spouses or former spouses to fi-
nance the purchase or redemption of Equity Interests of the Parent Guarantor or any of its direct or indirect
parent entities permitted by Section 4.07 hereof;

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 (24) [reserved];

(25) the incurrence of Indebtedness arising out of any Sale/Leaseback Transaction incurred in
the ordinary course of business;

(26) [reserved];

(27) to the extent constituting Indebtedness, customer deposits and advance payments (includ-
ing progress payments) received in the ordinary course of business from customers for goods and services
purchased in the ordinary course of business;

(28) Indebtedness incurred by the Parent Guarantor or any of its Restricted Subsidiaries in
connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of re-
ceivables for credit management purposes, in each case incurred or undertaken in the ordinary course of
business on arm’s length commercial terms;

(29) [reserved];

(30) to the extent constituting Indebtedness, and obligations under or in respect of Qualified
Securitization Transactions, Qualified Receivables Facilities or Receivables Facilities;

(31) Indebtedness incurred by the Parent Guarantor or any Restricted Subsidiary as a result of
the refinancing of any loans or other Indebtedness assigned to the Parent Guarantor or any Restricted Sub-
sidiary pursuant to the provisions of any assignment or buyback provision in the definitive documentation
for any Indebtedness permitted hereunder which has not been cancelled or terminated and with respect to
which such amount has not otherwise increased capacity under other category described in this covenant, as
long as such Indebtedness would be Refinancing Indebtedness with respect to such Indebtedness;

(32) Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries in an aggregate
principal amount not greater than 100.0% of the aggregate amount of Restricted Payments in respect of Eq-
uity Interests which could be made at the time of such incurrence pursuant to clauses (13) and (17) and Sec-
tion 4.07(a); provided that the amount available for making Restricted Payments in respect of Equity Inter-
ests pursuant to clauses (13) and (17) and Section 4.07(a) shall be reduced by an amount equal to 100.0%
of the aggregate principal amount of Indebtedness incurred pursuant to this clause (32); provided, further,
that the aggregate principal amount of such Indebtedness pursuant to this clause (32) by Restricted Subsidi-
aries that are not Guarantors shall not exceed the greater of (1) $30.00 million and (2) 30.0% of LTM
EBITDA;

(33) all premiums (if any), penalties, make-whole, payments, interest (including interest paid
in-kind, default interest and post-petition interest), fees, expenses, charges and additional or contingent in-
terest on obligations described in the term “Ratio Debt” and in clauses (1) through (32) above.

(c) Neither the Co-Issuers nor the Parent Guarantor will incur, and will not permit any Guarantor to
incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any
other Indebtedness of the Co-Issuers, the Parent Guarantor or such Guarantor unless such Indebtedness is also con-
tractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical
terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment
to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.

(d) For purposes of determining compliance with this Section 4.09, in the event that an item of Indebt-
edness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (33)
of Section 4.09(b), or is entitled to be incurred as Ratio Debt pursuant to Section 4.09(a) hereof, the Parent Guaran-
tor will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a
portion of such item of Indebtedness, in any manner that complies with this Section 4.09; provided that Indebtedness

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under the ABL Credit Agreement outstanding on the Completion Date will be deemed to have been incurred in reli-
ance on Section 4.09(b)(1). The accrual of interest or Preferred Stock dividends, the accretion or amortization of
original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the
same terms, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the
payment of dividends on Preferred Stock or Disqualified Stock in the form of additional shares of Preferred Stock or
Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Preferred Stock or Dis-
qualified Stock for purposes of this Section 4.09 or Section 4.12 hereof; provided, in each such case, that the amount
thereof shall be included in Fixed Charges of the Parent Guarantor as accrued. For purposes of determining compli-
ance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent prin-
cipal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency
exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in
the case of revolving credit debt; provided, that if such Indebtedness is incurred to refinance other Indebtedness de-
nominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated re-
striction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing,
such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount
of such refinancing Indebtedness does not exceed (a) the principal amount of such Indebtedness being refinanced
plus (b) the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums (including,
without limitation, tender premiums) and other costs and expenses (including, without limitation, original issue dis-
count, upfront fees or similar fees) incurred in connection with such refinancing (and with respect to Indebtedness
under Designated Revolving Commitments, including an amount equal to any unutilized Designated Revolving
Commitments being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently termi-
nated at the time of incurrence of such Refinancing Indebtedness). Notwithstanding any other provision of this Sec-
tion 4.09, the maximum amount of Indebtedness that the Parent Guarantor or any of its Restricted Subsidiaries may
incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange
rates or currency values. The principal amount of Indebtedness outstanding under any clause of this covenant will
be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other
Indebtedness.

(e) The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with origi-
nal issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the speci-
fied Person, the lesser of:

(A) the Fair Market Value of such assets at the date of determination; and

(B) the amount of the Indebtedness of the other Person.

Section 4.10 Asset Sales.

(a) The Parent Guarantor and the Co-Issuers will not, and the Parent Guarantor will not permit
any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Parent Guarantor, the Co-Issuers (or the Restricted Subsidiary, as the case may be)
receives consideration (including, by way of relief from, or by any other Person assuming responsibility
for, any liabilities, contingent or otherwise) at the time of the Asset Sale at least equal to the Fair Market
Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or
Equity Interests issued or sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration received
in the Asset Sale (including, by way of relief from, or by any other Person assuming responsibility for, any

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 liabilities, contingent or otherwise) by the Parent Guarantor, the Co-Issuers or such Restricted Subsidiary is
in the form of cash or Cash Equivalents. For purposes of this Section 4.10(a)(2), each of the following will
be deemed to be cash:

(A) any liabilities (other than liabilities that are by their terms subordinated to the
Notes or any Note Guarantee), contingent or otherwise of the Parent Guarantor, a Co-Issuer or
such Restricted Subsidiary (as shown on the Parent Guarantor’s, a Co-Issuer’s or such Restricted
Subsidiary’s most recent consolidated balance sheet or in the notes thereto or, if incurred or ac-
crued subsequent to the date of such balance sheet, such liabilities that would have been reflected
on the Parent Guarantor’s, a Co-Issuer’s or such Restricted Subsidiary’s balance sheet or in the
notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance
sheet in the good faith determination of the Parent Guarantor) that are extinguished in connection
with the transactions relating to such Asset Sale or are assumed by the transferee of any such as-
sets pursuant to a customary novation or indemnity agreement that releases the Parent Guarantor,
Co-Issuer or such Restricted Subsidiary from or indemnifies against further liability;

(B) any securities, notes or other obligations or assets received by the Parent Guar-
antor, the Co-Issuers or such Restricted Subsidiary from such transferee that are within 180 days
following the closing of such Asset Sale converted by the Parent Guarantor, the Co-Issuers or such
Restricted Subsidiary into cash or Cash Equivalents;

(C) any Designated Non-cash Consideration received by the Parent Guarantor, a Co-
Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value,
taken together with all other Designated Non-cash Consideration received pursuant to this Section
4.10(a)(2)(C) that is at that time outstanding, not to exceed the greater of (x) $15.00 million and
(y) 15% of LTM EBITDA at the time of the receipt of such Designated Non-cash Consideration
(with the Fair Market Value of each item of Designated Non-cash Consideration being measured,
at the Parent Guarantor’s option, either at the time of contractually agreeing to such Asset Sale or
at the time received and without giving effect to subsequent changes in value) , net of any such
Designated Non-cash Consideration subsequently converted into cash and Cash equivalents;

(D) consideration consisting of Indebtedness of the Parent Guarantor, a Co-Issuer or

a Restricted Subsidiary that is not Subordinated Indebtedness received from such transferee; and

(E) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidi-

ary as a result of such Asset Sale (other than intercompany debt owed to the Parent Guarantor or
any of its Restricted Subsidiaries), to the extent that the Parent Guarantor, the Co-Issuers and each
other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in
connection with such Asset Sale.

(b) Within 540 days after the receipt of any Net Proceeds from an Asset Sale, the Parent Guar-
antor, the Co-Issuers or the applicable Restricted Subsidiary (as the case may be) may (subject, in the case of
clause (1) or (2) below, to the provisions on any Intercreditor Agreement then in effect, including, for the
avoidance of doubt, any Asset Sale involving both Fixed Asset Priority Collateral and ABL Priority Collat-
eral) apply an amount equal to such Net Proceeds:

(1) to the extent such Net Proceeds are from an Asset Sale of Fixed Asset Priority Collateral,
to repay either, (i) Obligations under the Notes or (ii) First Lien Obligations (other than the Notes), and, if
the Indebtedness being repaid is revolving credit Indebtedness, to correspondingly permanently reduce
commitments with respect thereto; provided that in the case of any repayment pursuant to clause (ii), the
Parent Guarantor, the Co-Issuers or such Restricted Subsidiary shall equally and ratably redeem or repur-
chase the Notes with any First Lien Obligations repaid pursuant to clause (ii) repaid with such Net Proceeds
as described in Section 3.07 hereof or by making an offer (in accordance with the procedures set forth be-
low for an Asset Sale Offer) to all Holders to purchase a pro rata principal amount of the Notes at 100% of
the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of re-
payment;

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 (2) to the extent such Net Proceeds are from an Asset Sale of ABL Priority Collateral, to re-
pay either (i) Obligations under the ABL Credit Agreement, (ii) Obligations under the Notes or (iii) First
Lien Obligations, other than the Notes, (and, if the Indebtedness being repaid under this clause (iii) is re-
volving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto);
provided that in the case of any repayment pursuant to clause (iii), the Parent Guarantor, the Co-Issuers or
such Restricted Subsidiary shall equally and ratably redeem or repurchase the Obligations under the Notes
with any First Lien Obligations repaid pursuant to clause (iii) with such Net Proceeds, as described in Sec-
tion 3.07 hereof or by making an offer (in accordance with the procedures set forth below for an Asset Sale
Offer) to all Holders to purchase a pro rata principal amount of the Notes at 100% of the principal amount
thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repayment;

(3) if the assets that are the subject of such Asset Sale do not constitute Collateral, to repay
either (i) Obligations under the ABL Credit Agreement, (ii) Obligations under the Notes or (iii) Obligations
under any other Senior Indebtedness (and, if the Indebtedness being repaid under this clause (iii) is revolv-
ing credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto); pro-
vided that in the case of any repayment pursuant to clause (iii), the Parent Guarantor, the Co-Issuers or such
Restricted Subsidiary shall equally and ratably redeem or repurchase the Obligations under the Notes with
any First Lien Obligations repaid pursuant to clause (iii) with such Net Proceeds as described in Section
3.07 hereof or by making an offer (in accordance with the procedures set forth below for an Asset Sale Of-
fer) to all Holders to purchase a pro rata principal amount of the Notes at 100% of the principal amount
thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repayment;

(4) to repay any Indebtedness of a Restricted Subsidiary of the Parent Guarantor that is not a
Guarantor (other than Indebtedness owed to a Co-Issuer or another Restricted Subsidiary);

(5) to acquire all or substantially all of the assets of, or any Capital Stock of, a Permitted
Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or be-
comes a Restricted Subsidiary of the Parent Guarantor;

(6) to make (a) acquisitions of properties (including fee and leasehold interests) and other
assets, (b) a capital expenditure; and (c) other expenditures made in connection with the construction or
development of facilities operated or to be operated by the Parent Guarantor, a Co-Issuer or a Restricted
Subsidiary of the Parent Guarantor that, in each of (a), (b) and (c) either (i) are or will be used or useful in a
Permitted Business or (ii) replace the businesses, properties and/or assets that are the subject of such Asset
Sale;

(7) to acquire other assets that are not classified as current assets under IFRS and that are
used or useful in a Permitted Business; provided that, to the extent that such Net Proceeds are derived
from an Asset Sale of Collateral, such other assets shall be added to the Collateral securing the Notes to
the extent required by this Indenture or any of the Security Documents; or

(8) any combination of the foregoing.

The Parent Guarantor or the Co-Issuers will be deemed to have complied with the provisions set forth in
clause (5), (6) or (7) of this Section 4.10(b) if, (i) within 540 days after the receipt of the Net Proceeds from the As-
set Sale that generated the Net Proceeds, the Parent Guarantor or the Co-Issuers (or the applicable Restricted Subsid-
iary) have entered into and not abandoned or rejected a binding agreement to acquire all or substantially all of such
assets of, or any Capital Stock of, another Permitted Business or to make a capital expenditure or acquire such other
assets that are not classified as current assets under IFRS and that are used or useful in a Permitted Business and that
acquisition or capital expenditure is thereafter completed within 180 days after the end of such 540-day period or (ii)
in the event such binding agreement described in the preceding clause (i) is canceled or terminated for any reason
before such Net Proceeds are applied, the Co-Issuers (or the applicable Restricted Subsidiary) enter into another
such binding commitment within 180 days of such cancellation or termination of the prior binding commitment;
provided that if any second binding commitment is later canceled or terminated for any reason before such Net Pro-
ceeds are applied within 180 days of such second binding commitment, then such Net Proceeds shall constitute Ex-
cess Proceeds.

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 Pending the final application of any such amount of Net Proceeds, the Parent Guarantor, the Co-Issuers or
any Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise
invest or utilize such Net Proceeds in any manner not prohibited by this Indenture.

(c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Sec-
tions 4.10(a) and (b) hereof will constitute “Excess Proceeds”; provided that any amount of proceeds offered
to Holders in accordance with Section 4.10(b)(1) or (2) or pursuant to an Asset Sale Offer (as defined below)
made at any time after the Asset Sale shall be deemed to have been applied as required and shall not be
deemed to be Excess Proceeds without regard to the extent to which such offer is accepted by the Holders.
When the aggregate amount of Excess Proceeds exceeds $60.0 million, the Co-Issuers will make an Asset
Sale Offer to all Holders of the Notes and, if required by the terms of other First Lien Obligations (in the
case of an Asset Sale of Collateral) or other Senior Indebtedness (in the case of an Asset Sale of assets that
do not constitute Collateral) that in each case, contain provisions similar to those set forth in this Indenture
with respect to offers to purchase, prepay or redeem with an amount equal to the proceeds of sales of assets
to purchase, prepay or redeem on a pro rata basis the maximum principal amount (or accreted value, if appli-
cable) of Notes, such other First Lien Obligations and such Senior Indebtedness (plus all accrued interest on
the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection there-
with) that may be purchased, prepaid or redeemed with an amount equal to the Excess Proceeds. The offer
price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid inter-
est, if any, to, but not including, the date of purchase, prepayment or redemption, subject to the right of
Holders of Notes on a relevant record date to receive interest due on an interest payment date occurring on
or prior to the purchase date, and will be payable in cash. The Co-Issuers may satisfy the foregoing obliga-
tions with respect to such Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to
such Net Proceeds at any time prior to the expiration of the application period or by electing to make an As-
set Sale Offer with respect to such Net Proceeds. If an amount equal to the Excess Proceeds exceeds the
amount paid in connection with the consummation of an Asset Sale Offer (any such excess amount, “Re-
tained Declined Proceeds”), the Co-Issuers may use those Retained Declined Proceeds for any purpose not
otherwise prohibited by this Indenture. If the aggregate principal amount of Notes or the other First Lien
Obligations or Senior Indebtedness, as applicable, tendered in (or required to be prepaid or redeemed in con-
nection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Co-Issuers will select the
Notes and such other First Lien Obligations or Senior Indebtedness, as applicable, to be purchased on a pro
rata basis, based on the amounts tendered or required to be prepaid or redeemed and thereafter the Co-Trus-
tees will select the Notes to be purchased on a pro rata basis (subject to DTC’s applicable procedures with
respect to the global notes) based on the principal amount tendered (with, in each case, such adjustments as
may be deemed appropriate by the Co-Issuers or the Co-Trustee, as applicable, so that only Notes in mini-
mum denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased; pro-
vided that any unpurchased portion of a Note must be in a minimum denomination of $2,000). Upon com-
pletion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

(d) Notwithstanding any other provisions of this Section 4.10, (i) to the extent that the applica-
tion of any or all of the Net Proceeds of any Asset Sale by a Subsidiary that is not formed under the laws of
Canada or any province or territory thereof (a “Foreign Disposition”) would be (x) prohibited or delayed by
applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to
other organizational or administrative impediments if distributed by the Foreign Subsidiary to the Co-Issuers
(either directly or indirectly through the applicable Subsidiaries), an amount equal to the portion of such Net
Proceeds so affected will not be required to be applied in compliance with this Section 4.10; provided that if
at any time within one year following the date on which the respective payment would otherwise have been
required, such distribution of any of such affected Net Proceeds would be permitted under the applicable local
law, the applicable organizational document or agreement or the applicable other impediment, an amount
equal to such amount of Net Proceeds so permitted to be distributed will be promptly applied (net of any
Taxes, costs or expenses that would be payable or reserved against if the Net Proceeds were actually distrib-
uted whether or not they are distributed) in compliance with this Section 4.10 and (ii) to the extent that the
Co-Issuers have determined in good faith that the distribution by the applicable Foreign Subsidiary of any or
all of the Net Proceeds of any Foreign Disposition to the Co-Issuers (either directly or indirectly through the
applicable Subsidiaries) could have a material adverse tax consequence to the Co-Issuers or any of the Sub-
sidiaries of the Parent Guarantor, Affiliates or direct or indirect owners (which, for the avoidance of doubt,

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 includes, but is not limited to, the incurrence of any non-de minimis Tax liability (determined in good faith by
the Parent Guarantor), including as a result of a dividend or a withholding tax), an amount equal to such Net
Proceeds will not be required to be applied in compliance with this Section 4.10, provided that if at any time
within one year following the date on which the payment would otherwise have been required, such distribu-
tion of any of such affected Net Proceeds would not result in such an adverse tax consequence, an amount
equal to such amount of Net Proceeds will be promptly applied (net of any Taxes, costs or expenses that
would be payable or reserved against if the Net Proceeds were actually distributed whether or not they are
distributed) in compliance with this covenant. The non-application of any prepayment amounts as a conse-
quence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of
Default. For the avoidance of doubt, nothing in this Indenture shall be construed to require any Subsidiary to
repatriate cash.

(e) The Co-Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent those laws and regulations are applica-
ble in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the pro-
visions of any securities laws or regulations conflict with the provisions of Section 3.11 hereof or this Sec-
tion 4.10, the Co-Issuers will comply with the applicable securities laws and regulations and will not be
deemed to have breached their obligations under Section 3.11 hereof or this Section 4.10 by virtue of such
compliance.

Section 4.11 Transactions with Affiliates.

(a) The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to,
make any payment to or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or pur-
chase any property or assets from, or enter into or make or amend any transaction, contract, agreement, un-
derstanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Parent Guarantor
(each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of the greater of
$10.0 million and 10% of LTM EBITDA, unless the Affiliate Transaction is on terms that are not materially
less favorable, taken as a whole, to the Parent Guarantor or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction at the time of such transaction or the execution of the
agreement providing for such transaction in arm’s length dealings with a Person who is not such an Affiliate.

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will
not be subject to the provisions of Section 4.11(a) hereof:

(1) (i) employment, consulting and severance arrangements between the Parent Guarantor
and the Restricted Subsidiaries (or any Parent Company) and their respective future, present or former of-
ficers, employees, independent contractors, advisor, service provider and/or consultants (or their respective
Controlled Investment Affiliates or Immediate Family Members), in each case, in the ordinary course of
business and (ii) transactions pursuant to any shareholder, employee or director equity plan or stock option
plan or any other management or employee benefit plan or agreement, or any equity subscription, co-invest
agreement or shareholder agreement, including any arrangement including Equity Interests rolled over or
otherwise re-invested by management of the Parent Guarantor or any Parent Company in connection with
the Arrangement Transactions;

(2) (a) transactions between or among the Parent Guarantor and/or its Restricted Subsidiaries
(or entity that becomes a Restricted Subsidiary as a result of such transaction) or between or among Re-
stricted Subsidiaries (or entity that becomes a Restricted Subsidiary as a result of such transaction), (b) any
customary transaction with a Securitization Entity effected as part of a Qualified Securitization Transac-
tion, including in respect of Standard Securitization Undertakings, any disposition of Securitization Assets
or related assets in connection with any Qualified Securitization Transaction and any repurchase of Securit-
ization Assets pursuant to a Securitization Repurchase Obligation (c) any merger, arrangement, consolida-
tion or amalgamation of a Co-Issuer and any Parent Company; provided that such merger, arrangement,
consolidation or amalgamation of a Co-Issuer is otherwise in compliance with the terms of this Indenture,
and (d) for the avoidance of doubt, any customary transaction between or among the Parent Guarantor
and/or its Restricted Subsidiaries effected as part of a Qualified Receivables Facility, including in respect

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of Standard Receivables Undertakings, and any repurchase of Receivables Assets pursuant to a Receivables
Repurchase Obligation;

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Parent Guarantor)
that is an Affiliate of the Parent Guarantor solely because the Parent Guarantor owns, directly or through a
Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4) payment of compensation, fees, indemnities and reimbursements of expenses to (pursuant

to indemnity arrangements (including under customary insurance policies) or otherwise), and employee
benefit and pension expenses and severance arrangements provided on behalf of or for the benefit of, offic-
ers, directors, employees, advisors, service provider or consultants or independent contractors (or their
Controlled Investment Affiliates or Immediate Family Members or permitted transferees thereof) of the
Parent Guarantor or any of its Restricted Subsidiaries or any direct or indirect parent of the Parent Guaran-
tor;

(5) any issuance of Equity Interests (other than Disqualified Stock) of the Parent Guarantor
or any direct or indirect parent of the Parent Guarantor to Affiliates of the Parent Guarantor;

(6) (a) Restricted Payments (other than Section 4.07(b)(18)(ii)) that do not violate Section
4.07 and Section 4.09 and (b) Permitted Investments;

(7) the payment of management, monitoring, oversight, consulting, advisory and similar fees
pursuant to a Sponsor Management Agreement or other arrangement with the Sponsor, management com-
panies associated with the Sponsor, any other Permitted Holder or their respective advisors in a maximum
amount for all such agreements and arrangements not to exceed 2.00% of LTM EBITDA of the Parent
Guarantor in any fiscal year, and transaction fees to the foregoing Persons not to exceed in the aggregate
1.00% of the applicable gross transaction value and indemnities and other expenses pursuant to a Sponsor
Management Agreement or other arrangement with the foregoing Persons (including any transaction fee
payable in connection with the Arrangement Transactions), plus any unpaid management, monitoring,
transaction fees, indemnities and expenses accrued in any prior year to the extent such fee or expense is
otherwise permitted to be paid pursuant to this clause (7) in such prior year;

(8) issuances, sales or transfers of Equity Interests of the Parent Guarantor or any Parent
Company to Affiliates of the Parent Guarantor or its Restricted Subsidiaries not otherwise prohibited by
this Indenture and the granting of registration and other customary rights in connection therewith;

(9) transactions with an Affiliate where the only consideration paid is Qualifying Equity In-
terests of the Parent Guarantor;

(10) transactions in which the Parent Guarantor or any of its Restricted Subsidiaries, as the
case may be, delivers to the Co-Trustees a letter from an Independent Financial Advisor stating that such
transaction (i) is fair to the Parent Guarantor or such Restricted Subsidiary from a financial point of view,
(ii) meets the requirements of Section 4.11(a) hereof or (iii) has been approved by a majority of Disinter-
ested Directors of the Parent Guarantor;

(11) payments, loans, advances or guarantees (or cancellation of loans, advances or guaran-
tees) to future, present or former employees, officers, directors, managers, consultants, advisors, service
providers, independent contractors or guarantees in respect thereof that are approved by the board of direc-
tors of the Parent Guarantor in good faith and that are otherwise permitted by this Indenture;

(12) any agreement as in effect as of the Completion Date or any amendment thereto or re-
placement thereof (so long as any such agreement together with all amendments thereto, taken as a whole,
is not more disadvantageous to the Holders of the Notes in any material respect in the good faith judgment
of the Board of Directors of the Parent Guarantor than the original agreement as in effect on the Comple-
tion Date) or any transaction contemplated thereby;

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 (13) payments to or the receipt of payments from, and entry into and the consummation of
transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business
(including, without limitation, any cash management activities related thereto);

(14) any contributions to the common equity capital of the Parent Guarantor;

(15) pledges of Equity Interests of Unrestricted Subsidiaries;

(16) the issuances of securities or other payments, awards or grants in cash, securities or other-
wise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or
similar employee benefit plans approved by the Board of Directors of the Parent Guarantor or any direct or
indirect parent of the Parent Guarantor, or of a Restricted Subsidiary of the Parent Guarantor, as appropri-
ate, in good faith;

(17) the entry into any tax-sharing or funding arrangements or other equity agreements be-
tween the Parent Guarantor or any of its Restricted Subsidiaries and any of their direct or indirect parent
entities on customary terms to the extent attributable to the ownership or operation of the Parent Guarantor
and its Subsidiaries;

(18) transactions with customers, clients, lessors, landlords, suppliers, contractors, joint ven-
ture partners or purchasers or sellers of goods or services that are Affiliates, or transactions otherwise relat-
ing to the purchase or sale of goods and services, in each case, in the ordinary course of business and other-
wise in compliance with the terms of this Indenture which are fair to the Parent Guarantor and its Restricted
Subsidiaries, in the reasonable determination of the Board of Directors of the Parent Guarantor or senior
management thereof, or are on no less favorable terms than those that might reasonably have been obtained
at such time from an unaffiliated party;

(19) transactions between the Parent Guarantor and any of its Restricted Subsidiaries and any
Person a director of which is also a member of the Board of Directors of the Parent Guarantor or any direct
or indirect parent of the Parent Guarantor; provided, however, that such director abstains from voting as a
member of the Board of Directors of the Parent Guarantor or such direct or indirect parent, as the case may
be, on any matter involving such other Person;

(20) payments by the Parent Guarantor or any of its Restricted Subsidiaries for any financial
advisory, financing, underwriting or placement services or in respect of other investment banking activities,
including, without limitation, in connection with the acquisitions or divestitures, which payments are ap-
proved by, or made pursuant to arrangements approved by, a majority of the Board of Directors of the Par-
ent Guarantor in good faith;

(21) payment to any Sponsor or any Co-Investor (i) of all out of pocket costs or expenses in-
curred by such Sponsor or any Co-Investor (or their Affiliates) in connection with its direct or indirect in-
vestment in the Parent Guarantor and its Subsidiaries and (ii) of indemnification and similar amounts to and
reimbursement of expenses to Sponsor or any Co-Investor and their respective officers, directors, employ-
ees and Affiliates;

(22) the Arrangement Transactions and any transactions constituting a Permitted Reorganiza-
tion or IPO Reorganization Transaction, and the payment of all fees, costs and expenses incurred in con-
nection therewith (including dividends to any direct or indirect parent entities of the Parent Guarantor to
fund payment) and all legal, accounting and other professional fees, costs and expenses related thereto;

(23) any purchases by the Parent Guarantor’s Affiliates of Indebtedness or Disqualified Stock
of the Parent Guarantor or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqual-
ified Stock is purchased by Persons who are not the Parent Guarantor’s Affiliates; provided that such pur-
chases by the Parent Guarantor’s Affiliates are on the same terms as such purchases by such Persons who
are not the Parent Guarantor’s Affiliates;

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 (24) (i)(x) investments by Affiliates in securities or loans of the Parent Guarantor or any of its
Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in con-
nection therewith) so long as the investment is being offered by the Parent Guarantor or such Restricted Subsid-
iary generally to other investors on the same or more favorable terms, and (y) payments to Affiliates in respect
of securities or loans of the Parent Guarantor or any of its Restricted Subsidiaries contemplated in the foregoing
subclause (x) or that were acquired from Persons other than the Parent Guarantor and its Restricted Subsidiar-
ies, in each case, in accordance with the terms of such securities or loans, and (ii) transactions with Affiliates
solely in their capacity as holders of Indebtedness or preferred Equity Interests of the Parent Guarantor or any
of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate
holders) and such Affiliates are treated no more favorably than all other holders of such class generally;

(25) any subscription agreement or similar agreement pertaining to the repurchase of Equity Inter-
ests pursuant to put/call rights or similar rights with current, former or future officers, directors, employees,
managers, consultants and independent contracts of any Co-Issuer, Subsidiary or Parent Company;

(26) any lease entered into between the Parent Guarantor or any of its Restricted Subsidiaries, as
lessee, and any Affiliate of the Parent Guarantor, as lessor, and any transaction(s) pursuant to that lease, which
lease is approved by the Board of Directors or senior management of the Parent Guarantor in good faith;

(27) intellectual property licenses or sublicenses in the ordinary course of business;

(28) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and
indemnities provided to owners of Equity Interests of the Parent Guarantor or any Parent Company pursuant to
any stockholders agreement or registration rights agreement entered into on or after the Issue Date; and

(29) transactions permitted by, and complying with, Section 4.10 solely for the purpose of (a)
forming a holding company or (b) reincorporating the Parent Guarantor or a Co-Issuer in a new jurisdiction.

Section 4.12 Liens.

(a) Neither the Parent Guarantor nor the Co-Issuers will, and the Parent Guarantor will not
permit any of its Restricted Subsidiaries that are Guarantors, to, directly or indirectly, create, incur, assume
or suffer to exist any Lien of any kind (other than Permitted Liens), securing Indebtedness of the Co-Issuers,
the Parent Guarantor or the Parent Guarantor’s Restricted Subsidiaries that are Guarantors, if any, on any
property or assets now owned or hereafter acquired or any interest therein or any income or profits there-
from, unless in each case:

(1) in the case of Liens on any Collateral, (i) such Lien expressly has Junior Lien Priority on
the Collateral relative to the Notes and the Guarantees or (ii) such Lien is a Permitted Lien; and

(2) in the case of any Lien on any asset or property that is not Collateral, (i) the Notes (or a
Guarantee in the case of Liens of a Guarantor) are equally and ratably secured, with (or on a senior basis to,
in the case such Lien secures any Subordinated Indebtedness) the obligations secured by such Lien until
such time as such obligations are no longer secured by a Lien or (ii) such Lien is a Permitted Lien.

(b) With respect to any Lien securing Indebtedness that was permitted to secure such Indebt-
edness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any
Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any in-
crease in the amount of such Indebtedness in connection with any accrual of interest, the accretion of ac-
creted value, the amortization of original issue discount, the payment of interest in the form of additional
Indebtedness with the same terms, accretion of original issue discount or liquidation preference, any fees,
underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred in con-
nection therewith (including any refinancing thereof) and increases in the amount of Indebtedness outstand-
ing solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property
securing Indebtedness.

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Section 4.13 [Reserved].

Section 4.14 Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, each Holder of Notes will have the right to require the Co-
Issuers to repurchase all or any portion (equal to a minimum denomination of $2,000 or an integral multiple
of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the
terms set forth in this Indenture; provided that any unpurchased portion of a Note must be in a minimum de-
nomination of $2,000. In the Change of Control Offer, the Co-Issuers will offer a Change of Control Pay-
ment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and un-
paid interest, if any, on the Notes repurchased to the date of purchase (such payment, the “Change of Con-
trol Payment,” and such date of purchase, the “Change of Control Payment Date”), subject to the rights of
Holders of Notes on a relevant record date to receive interest due on an interest payment date occurring on
or prior to the Change of Control Payment Date. Within 30 days following any Change of Control, except to
the extent the Co-Issuers have delivered notice to the Co-Trustees of their intention to redeem Notes pursu-
ant to Section 3.07 hereof, the Co-Issuers will mail (or with respect to global notes to the extent permitted or
required by DTC’s applicable procedures or regulations, send electronically) a notice to each Holder, with a
copy to the Co-Trustees, describing the transaction or transactions that constitute the Change of Control and
stating:

(1) that the Change of Control Offer is being made pursuant to this Section 4.14 and that all
Notes tendered will be accepted for payment;

(2) the purchase price and the Change of Control Payment Date, which date shall be no ear-
lier than 30 days and no later than 90 days from the date such notice is mailed or sent, pursuant to the pro-
cedures required by this Indenture;

(3) that any Note not tendered will continue to accrue interest;

(4) that, unless the Co-Issuers default in the payment of the Change of Control Payment, all
Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the
Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer
will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” at-
tached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address speci-
fied in the notice prior to the close of business on the third Business Day preceding the Change of Control
Payment Date;

(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not
later than the close of business on the second Business Day preceding the Change of Control Payment
Date, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Notes
delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes pur-
chased or a withdrawal of the Note by book-entry transfer;

(7) that Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased option
must be equal to a minimum denomination of $2,000 or an integral multiple of $1,000 in excess thereof;

(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the
Change of Control Offer is conditional on the occurrence of such Change of Control and describing each
such condition, and if applicable, stating that, in the Co-Issuers’ discretion, the Change of Control Payment
Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered) as
any or all such conditions shall be satisfied, or that such purchase may not occur and such notice may be

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 rescinded in the event that the Co-Issuers shall determine that any or all of such conditions shall not have
been satisfied by the Change of Control Payment Date (as so delayed, if applicable); and

(9) the other instructions, as determined by the Co-Issuers, consistent with this Section 4.14,
that a Holder must follow in order to have its Notes repurchased.

The Co-Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with
the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section 4.14, the Co-Issuers will comply with the applicable
securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.14 by
virtue of such compliance.

(b) On the Change of Control Payment Date, the Co-Issuers will, to the extent lawful:

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

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in re-
spect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Co-Trustees the Notes properly accepted together
with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being
purchased by the Co-Issuers.

The Paying Agent will promptly deliver to each Holder of Notes properly tendered the Change of Control
Payment for such Notes, and the Co-Trustees, as applicable, will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the
Notes surrendered, if any. The Co-Issuers will publicly announce the results of the Change of Control Offer on or as
soon as practicable after the Change of Control Payment Date.

(c) The Co-Issuers will not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered
and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given to the Co-
Trustees pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable re-
demption price.

(d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may
be made in advance of a Change of Control, or conditioned upon the consummation of such Change of Con-
trol, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is
made.

Section 4.15 Additional Amounts.

(a) All payments made by or on behalf of the Co-Issuers under or with respect to the Notes, or by or
on behalf of any Guarantor under or with respect to any Note Guarantee, are required to be made free and clear of
and without withholding or deduction for or on account of any Taxes imposed or levied by or on behalf of the gov-
ernment of Canada or any province or territory of Canada, or by or on behalf of any other jurisdiction in which a Co-
Issuer or any Guarantor is organized, or is otherwise carrying on business in, or is otherwise resident for tax pur-
poses or any jurisdiction from or through which any payment is made or, in each case, any political subdivision or
any authority or agency therein or thereof having power to tax (each, a “Relevant Taxing Jurisdiction”), unless any
Person is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.

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 (b) If any applicable withholding agent is required (by law or the interpretation or administration
thereof) to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction in
respect of any payment made under or with respect to the Notes or a Note Guarantee, the Co-Issuers and the Guaran-
tors (each, a “Payor” and collectively, the “Payors”) will be required to pay such additional amounts (“Additional
Amounts”) as may be necessary so that the net amount received by a beneficial owner of Notes (including Addi-
tional Amounts) after such withholding or deduction (including any such withholding or deduction in respect of Ad-
ditional Amounts) will be equal to the amount that such beneficial owner of Notes would have received if such
Taxes (including Taxes on any Additional Amounts) had not been withheld or deducted; provided, however, that the
foregoing obligations to pay Additional Amounts do not apply to:

(1) any Canadian Taxes imposed because the relevant holder or beneficial owner of Notes
does not deal at arm’s length (within the meaning of the Income Tax Act (Canada) (the “Tax Act”)) with
the Payor at the time of the payment, other than where the non-arm’s length relationship arises solely as a
result of the existence, exercise or enforcement of any Note or Note Guarantee;

(2) any Canadian Taxes to the extent such Taxes are assessed or imposed by reason of the
relevant holder or beneficial owner of the Note being a “specified shareholder” as defined in subsection
18(5) of the Tax Act of the Payor of such payment or not dealing at arm’s length (for purposes of the Tax
Act) with a “specified shareholder” of the Payor of such payment, other than where the holder or beneficial
owner of the Notes is a “specified shareholder,” or does not deal at arm’s length with a “specified share-
holder,” solely as a result of the existence, exercise or enforcement of any Note or Note Guarantee;

(3) any tax, assessment, withholding, or deduction required by Sections 1471 through 1474
of the Code (“FATCA”) (and any amended or successor version that is substantively comparable and not
materially more onerous to comply with) and any current or future Treasury regulations or rulings promul-
gated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing
FATCA, any intergovernmental agreement between the United States and any other jurisdiction to imple-
ment FATCA, or any agreement with the U.S. Internal Revenue Service under FATCA;

(4) any Taxes that would not have been imposed but for the existence of any present or for-
mer connection between the relevant holder or beneficial owner of Notes and the Relevant Taxing Jurisdic-
tion, including being organized or having its principal office therein, being or having been a citizen, resi-
dent or national thereof, or being or having been engaged in a trade or business therein or maintaining a
permanent establishment or other physical presence in or otherwise having a connection with the Relevant
Taxing Jurisdiction (other than a connection arising solely from the acquisition, ownership, holding or dis-
position of such Note or a beneficial interest therein, the enforcement of rights thereunder or under a Note
Guarantee, or the receipt of any payment in respect thereof or in respect of a Note Guarantee) (“Other Con-
nection Taxes”);

(5) any Taxes imposed to the extent the payment could have been made without such with-
holding or deduction if the beneficiary of the payment had presented the Note for payment within 30 days
after the date on which such payment became due and payable or the date on which payment thereof is duly
provided for, whichever is later (except to the extent that the relevant holder or beneficial owner of Notes
would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-
day period);

(6) any Taxes to the extent imposed as a result of the holder’s or beneficial owner’s failure to
comply with any certification, documentation, information or other evidentiary requirement concerning
such holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing
Jurisdiction if such compliance is required by law, regulation, administrative practice or an applicable
treaty as a precondition to any exemption from, or a reduction in the rate of deduction or withholding of,
such Taxes to which such holder or beneficial owner is entitled;

(7) any Taxes imposed with respect to any payment to a holder of a Note on behalf of a bene-
ficial owner, which holder is a fiduciary or partnership or any person other than the sole beneficial owner of
such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such

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partnership or a beneficial owner would not have been entitled to the Additional Amounts with respect to
such payment had such beneficiary, settlor, member or beneficial owner received directly its beneficial or
distributive share of such payment;

(8) any estate, inheritance, gift, personal property, sales, use, excise, transfer or other similar
Tax imposed with respect to such payment;

(9) any Taxes that are not payable by withholding or deduction; or

(10) any combination of any of the above clauses.

(c) The applicable Payor, if it is the applicable withholding agent, will make any required
withholding or deduction and remit the full amount deducted or withheld to the Relevant Taxing Jurisdic-
tion in accordance with applicable law. The Parent Guarantor will provide the Co-Trustees (and, upon re-
quest, a holder or beneficial owner of Notes) with official receipts or other documentation evidencing the
payment of the Taxes with respect to which Additional Amounts are paid.

(d) If a Payor is or will become obligated to pay Additional Amounts under or with respect to
any payment made on the Notes or a Note Guarantee, at least 30 days prior to the date of such payment
(unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such
date, in which case it shall be promptly thereafter), such Payor will deliver to the Co-Trustees an Officer’s
Certificate stating that Additional Amounts will be payable and the amount so payable and such other in-
formation necessary to enable the Paying Agent to pay Additional Amounts to holders on the relevant pay-
ment date.

(e) Whenever in this Indenture there is mentioned in any context: (a) the payment of princi-
pal; (b) redemption prices or purchase prices in connection with a redemption or purchase of Notes; (c) in-
terest; or (d) any other amount payable on or with respect to any of the Notes or any Note Guarantee, such
reference shall be deemed to include payment of Additional Amounts as described under this Section 4.15
to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(f) The Co-Issuers and the Guarantors will indemnify and hold harmless a holder or benefi-
cial owner of Notes for the amount of any Tax payable pursuant to Regulation 803 of the Income Tax Reg-
ulations (Canada) that are levied or imposed and paid by such holder or beneficial owner of Notes as a re-
sult of payments made under or with respect to the Notes or any Note Guarantee, and with respect to any
reimbursements under this clause (other than (i) by reason of a transfer of the Notes to a Person resident in
Canada with whom the transferor does not deal at arm’s length for the purposes of the Tax Act, or (ii) to
the extent an Additional Amount is paid in respect of such Tax).

(g) The Co-Issuers and the Guarantors will pay any present or future stamp, court or docu-
mentary taxes or any other excise, property or similar Taxes, charges or levies that arise in any Relevant
Taxing Jurisdiction from the execution, delivery, or registration of, or the receipt of any payments with re-
spect to, the Notes, the Note Guarantees, this Indenture or any other document or instrument in relation
thereof, or any such Taxes imposed by any jurisdiction in respect of the enforcement of the Notes, the Note
Guarantees, this Indenture or any other document or instrument in relation thereof, except any such Taxes
that are Other Connection Taxes, and we agree to indemnify the holders or beneficial owners of Notes for
any such amounts (including penalties, interest and other liabilities related thereto) paid by such holders or
beneficial owners of Notes.

(h) The obligations described under this Section 4.15 will survive any termination, defea-
sance or discharge of this Indenture and will apply, mutatis mutandis, to any successor Person to the Co-
Issuers or any Guarantor and to any Relevant Taxing Jurisdiction with respect to any such successor Per-
son.

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Section 4.16 Future Guarantees.

(a) If, after the Completion Date, (a) any Restricted Subsidiary (subject to the Agreed Security Princi-
ples in the case of any Non-North American Restricted Subsidiary) guarantees the ABL Credit Agreement or Cer-
tain Capital Markets Debt of the Parent Guarantor, the Co-Issuers or any Subsidiary Guarantor (in each case, includ-
ing any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded
Subsidiary) that is not then a Co-Issuer or a Guarantor guarantees or incurs any Indebtedness under the ABL Credit
Agreement or guarantees or incurs any capital markets Indebtedness of the Co-Issuers, the Parent Guarantor or any
of the Parent Guarantor’s Restricted Subsidiaries with an aggregate principal amount in excess of $100.0 million
(“Certain Capital Markets Debt”) or (b) the Parent Guarantor otherwise elects to have any Restricted Subsidiary
become a Guarantor, then, in each such case, and subject to, in the case of the Non-North American Guarantors
and/or Non-North American Collateral, the Agreed Security Principles, the Parent Guarantor shall cause such Re-
stricted Subsidiary to execute and deliver to the Co-Trustees a supplemental indenture to this Indenture pursuant to
which such Restricted Subsidiary shall become a Guarantor under this Indenture and shall provide a Note Guarantee
by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to
the other Guarantors and execute and deliver to the Co-Trustee joinders to the Security Documents or new Security
Documents together with any other filings and agreements required by the Security Documents to create or perfect
(or make opposable against third parties in the case of Quebec) the Liens (subject to, in respect of the Non-North
American Guarantors and/or Non-North American Collateral, the Agreed Security Principles and Legal Reserva-
tions) for the benefit of the Holders of the Notes in the Collateral of such Restricted Subsidiary; provided that, in the
case of clause (a), such supplemental indenture, joinders to the Security Documents or new Security Documents to-
gether with any other such filings and agreements shall be executed and delivered to the Co-Trustees within 20
Business Days after the date that such Indebtedness under the ABL Credit Agreement or the agreement governing
such Certain Capital Markets Debt has been guaranteed or incurred by such Restricted Subsidiary.

(b) Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be
guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as it relates to such Restricted Sub-
sidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affect-
ing the rights of creditors generally and any other limitations customary for such guarantees in the jurisdiction of
incorporation or organization of the relevant Guarantor.

(c) Each Note Guarantee shall be released upon the terms and in accordance with the provisions of
Article 10.

Section 4.17 Designation of Restricted Subsidiaries and Unrestricted Subsidiaries.

(a) After the Completion Date, the Board of Directors of the Parent Guarantor may designate any Re-
stricted Subsidiary (other than either of the Co-Issuers) to be an Unrestricted Subsidiary if that designation would
not cause a Default. If such Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair
Market Value of all outstanding Investments in such Restricted Subsidiary by the Parent Guarantor and its Re-
stricted Subsidiaries will be deemed to be an Investment made as of the time of the designation and will reduce the
amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition
of “Permitted Investments,” as determined by the Parent Guarantor. That designation will only be permitted if the
Investment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary.

(b) Any designation of a Subsidiary of the Parent Guarantor as an Unrestricted Subsidiary will be evi-
denced to the Co-Trustees by filing with the Co-Trustees a certified copy of a resolution of the Board of Directors of
the Parent Guarantor giving effect to such designation and an Officer’s Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.

(c) The Board of Directors of the Parent Guarantor may at any time designate any Unrestricted Sub-
sidiary to be a Restricted Subsidiary of the Parent Guarantor; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of the Parent Guarantor of any outstanding Indebtedness of
such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted by

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Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the ap-
plicable reference period; and (2) no Event of Default under clause (2) or solely with respect to the Parent Guaran-
tor, clause (6) or (7) of Section 6.01 would be in existence following such designation. Any designation of an Unre-
stricted Subsidiary as a Restricted Subsidiary shall be evidenced to the Co-Trustees by delivery to the Co-Trustees
of an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permit-
ted by Section 4.09 hereof.

Section 4.18 [Reserved].

Section 4.19 Changes in Covenants When Notes Rated Investment Grade.

(a) If on any date following the Completion Date:

(1) the Notes are rated Baa3 or better by Moody’s and BBB- or better by S&P (or, if either
such entity ceases to rate the Notes for reasons outside of the control of the Parent Guarantor, the equiva-
lent investment grade credit rating from any other “nationally recognized statistical rating organization”
registered under Section 15E of the Exchange Act selected by the Parent Guarantor as a replacement
agency); and

(2) no Default or Event of Default shall have occurred and be continuing,

then, beginning on that day and continuing at all times thereafter and subject to the provisions of Section 4.19(c),
Sections 4.07, 4.08, 4.09, 4.10 and 4.11 hereof (collectively, the “Suspended Covenants”) will be suspended.

(b) During any period that the Suspended Covenants have been suspended, the Parent Guaran-
tor’s Board of Directors may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to
Section 4.17 hereof unless the Parent Guarantor’s Board of Directors would have been able, under the terms
of this Indenture, to designate such Subsidiaries as Unrestricted Subsidiaries if the Suspended Covenants
were not suspended. Notwithstanding that the Suspended Covenants may be reinstated, the failure to com-
ply with the Suspended Covenants during the Suspension Period (including any action taken or omitted to be
taken with respect thereto) will not give rise to a Default or Event of Default under this Indenture.

(c) Notwithstanding the foregoing, if the rating assigned to the Notes by either such rating
agency subsequently declines to below Baa3 or BBB-, respectively, the Suspended Covenants will be rein-
stituted as of and from the date of such rating decline (any such date, a “Reversion Date”). The period of
time between the suspension of covenants as set forth above and the Reversion Date is referred to as the
“Suspension Period.” All Indebtedness incurred and Disqualified Stock or Preferred Stock issued during the
Suspension Period will be deemed to have been incurred or issued in reliance on the exception provided by
Section 4.09(b)(2) Calculations under the reinstated Section 4.07 will be made as if Section 4.07 had been in
effect prior to but not during the Suspension Period. For purposes of determining compliance with Section
4.10 hereof, the Excess Proceeds from all Asset Sales not applied in accordance with Section 4.10 hereof
will be deemed to be reset to zero after the Reversion Date. In addition, for purposes of Section 4.11 hereof,
all agreements and arrangements entered into by the Parent Guarantor and any Restricted Subsidiary with an
Affiliate of the Parent Guarantor during the Suspension Period prior to such Reversion Date will be deemed
to have been entered pursuant to Section 4.11(b)(12), and for purposes of Section 4.08 hereof, all contracts
entered into during the Suspension Period prior to such Reversion Date that contain any of the restrictions
contemplated by such covenant will be deemed to have been entered pursuant to Section 4.08(b)(1) hereof.

(d) In addition, this Indenture will also permit, without causing a Default or Event of Default,
the Parent Guarantor and the Restricted Subsidiaries of the Parent Guarantor to honor, comply with or other-
wise perform any contractual commitments to take actions following a Reversion Date; provided that such
contractual commitments were entered into during the Suspension Period and not in contemplation of a re-
version of the Suspended Covenants.

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 (e) The Co-Issuers shall provide an Officer’s Certificate to the Co-Trustees indicating the oc-
currence of any Suspension Period or Reversion Date. The Co-Trustees shall have no obligation to inde-
pendently determine or verify if such events have occurred or notify the Holders of Notes of any Suspension
Period or Reversion Date. The Co-Trustees may provide a copy of such Officer’s Certificate to any Holder
of Notes upon request.

(f) There can be no assurance that the Notes will ever achieve an investment grade rating or
that any such rating will be maintained.

Section 4.20 Holding Company Covenants.

Neither Holdings Guarantor nor Holdings GP will engage in any operating or business activities; provided that
the following and any activities incidental thereto shall be permitted in any event: (i) its, direct or indirect, owner-
ship of the Equity Interests of the Parent Guarantor and its Subsidiaries and activities incidental thereto, including
payment of dividends and other amounts in respect of its Equity Interests (including, for the avoidance of doubt,
with respect to taxes), (ii) the maintenance of its legal existence (including the ability to incur fees, costs and ex-
penses relating to such maintenance), (iii) the performance of its obligations with respect to the ABL Financing
Documents, the Security Documents, any other documents governing Indebtedness permitted to be incurred by
Holdings Guarantor, the Parent Guarantor or a Subsidiary pursuant to the Indenture or any documents governing any
Indebtedness permitted to be incurred by Holdings GP pursuant to this section, (iv) any public offering of its com-
mon stock or any other issuance or sale of its Equity Interests or any transaction permitted under the Indenture, (v)
the issuance of equity securities, payment of dividends, making contributions to the capital of the Parent Guarantor
(or in the case Holdings GP, Holdings Guarantor), repurchases of Indebtedness, including open market purchases
permitted under the Indenture and guaranteeing the obligations of its subsidiaries permitted hereunder in each case
solely to the extent not prohibited hereunder, (vi) participating in tax, accounting and other administrative matters as
a member of the combined group of Holdings Guarantor, Holdings GP, Parent Guarantor and/or its Subsidiaries,
(vii) holding any cash, cash equivalents or intercompany Indebtedness, (viii) providing indemnification to any fu-
ture, present or former officers and directors, (ix) transactions in connection with a Permitted Reorganization or an
IPO Reorganization Transaction and (x) any activities (including holding any property (but not operating any prop-
erty) incidental to any of the foregoing. Neither Holdings Guarantor nor Holdings GP, shall incur any Liens on Eq-
uity Interests of the Parent Guarantor, other than non-consensual Liens and those for the benefit of holders of Indebt-
edness permitted to be incurred by the Parent Guarantor or any of its Restricted Subsidiaries pursuant to the Inden-
ture which Indebtedness (and any guarantees thereof) is subject at all times to an applicable Intercreditor Agreement.
Notwithstanding the above, neither Holdings Guarantor nor Holdings GP shall merge, amalgamate, dissolve, liqui-
date, consolidate with or into another Person, or dispose of (whether in one transaction or in a series of transactions)
all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person other than
in accordance with the Indenture. Notwithstanding the foregoing, so long as no Event of Default has occurred and is
continuing or would result therefrom, Holdings Guarantor and Holdings GP may merge, amalgamate, dissolve, liq-
uidate or consolidate with any other Person; provided that (i) each of Holdings Guarantor and Holdings GP, as appli-
cable, shall be the continuing or surviving Person or (ii) if the Person formed by or surviving any such merger, amal-
gamation or consolidation is not Holdings Guarantor or Holdings GP, as applicable, or is not a Person into which
Holdings Guarantor or Holdings GP, as applicable, has been liquidated or dissolved (any such Person, the “Succes-
sor Entity”), (A) the Successor Entity shall be an entity incorporated or organized or existing under the laws any
Covered Jurisdiction, (B) the Successor Entity shall expressly assume all the obligations of Holdings Guarantor or
Holdings GP, as applicable under the Indenture and the other Security Documents to which Holdings Guarantor or
Holdings GP, as applicable, is a party pursuant to a supplement, joinder or accession thereto and (C) the Parent
Guarantor shall have delivered to the Co-Trustees and the Collateral Agent an Officer’s Certificate stating that such
merger, amalgamation, dissolution, liquidation or consolidation and such supplement, joinder or accession comply
with the Indenture; provided, further, that if the foregoing are satisfied, the Successor Entity will succeed to, and be
substituted for, Holdings Guarantor or Holdings GP, as applicable under the Indenture.

Section 4.21 After-Acquired Property.

(a) From and after the Completion Date, and subject to certain limitations and exceptions as
set forth in this Indenture and any Security Documents (including the Agreed Security Principles), if (a) any
Subsidiary becomes a Guarantor or (b) any Guarantor acquires any property or rights which are of a type

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 constituting Collateral under any Security Document (excluding, for the avoidance of doubt, any Excluded
Assets or assets not required to be Collateral pursuant to this Indenture, the Intercreditor Agreements or the
Security Documents), it will be required to execute and deliver such security instruments, financing state-
ments and such certificates as are required under this Indenture or any Security Document to vest in the Col-
lateral Agent a Lien (subject to Permitted Liens and the Intercreditor Agreements) in such after-acquired col-
lateral (or all of its assets, except Excluded Assets, in the case of a new Guarantor) such that the Collateral
Agent would have (i) a first priority perfected (or opposable against third parties in the case of Quebec) Lien
(subject to Permitted Liens, the Intercreditor Agreements and, in respect of the Non-North American Guar-
antors and/or Non-North American Collateral, the Agreed Security Principles, Legal Reservations and Per-
fection Requirements)) upon any such Fixed Asset Priority Collateral, as security for the Notes Obligations
and (ii) a second priority perfected (or opposable against third parties in the case of Quebec) Lien (subject to
Permitted Liens and the Intercreditor Agreements) upon any such ABL Priority Collateral, as security for the
Notes Obligations, in each case, subject to, in respect of Non-North American Guarantors and/or the Non-
North American Collateral, the Agreed Security Principles.

(b) If (i) any Material Real Property is acquired by any Co-Issuer or any Guarantor after the
Completion Date or (ii) any Person that becomes a Guarantor after the Completion Date owns any Material
Real Property, in each case, not constituting Excluded Assets (and, solely with respect to any Non-North
American Guarantor that acquires any Material Real Property, subject to the Agreed Security Principles), the
relevant Co-Issuer or Guarantor (as applicable) (x) shall, within 90 days after acquisition of such Material
Real Property, provide written notice to the Collateral Agent of its intent to pledge such Material Real Prop-
erty and (y) deliver to the Collateral Agent (A) counterparts of a Mortgage with respect to each Mortgaged
Property duly executed and delivered by the applicable Co-Issuer and Guarantor and corresponding UCC
fixture filings, (B) a title insurance policy or a marked-up and signed pro forma thereof for such property
available in each applicable jurisdiction (the “Mortgage Policies”) insuring the Lien of each such Mortgage
as a valid first priority perfected security interest (subject to Permitted Liens), together with such endorse-
ments, coinsurance and reinsurance as are available at commercially reasonable rates in each applicable ju-
risdiction and in such amounts which approximate (but need not exceed) the fair market value of the applica-
ble Material Real Property, (C) either ALTA surveys or such existing surveys (together with no change affi-
davits), in each case prepared by a land surveyor duly registered and licensed in the state in which the Mate-
rial Real Property described in such surveys is located and sufficient for the title company to remove all
standard survey exceptions from the Mortgage Policies and issue the endorsements required in clause (B)
above to the extent such coverage and endorsements are available in the applicable jurisdictions at commer-
cially reasonable rates, (D) copies of any existing abstracts and existing appraisals and (E) opinions of local
counsel to any Co-Issuer or Guarantor in states in which the Mortgaged Property is located confirming the
enforceability and perfection of the Mortgages and any related fixture filings.

(c) Notwithstanding the foregoing, opinions of counsel will not be required after the Comple-
tion Date in connection with any additional Guarantors entering into the Notes Security Documents or to
vest in the Collateral Agent a perfected (or opposable against third parties in the case of Quebec) security
interest or hypothec in after-acquired collateral owned by such Guarantors.

Section 4.22 Post-Issue Date Collateral.

(a) On the Completion Date (or, with respect to the Non-North American Guarantors, within 90 days
of the Completion Date), the Parent Guarantor, the Co-Issuers and each Guarantor shall have caused to be delivered
to the Collateral Agent (i) subject to, in respect of the Non-North American Collateral, the Agreed Security Princi-
ples, executed copies of the Security Documents and, in respect of the North American Guarantors, a perfection cer-
tificate (each in the form of the comparable documents delivered to the ABL Collateral Agent pursuant to the terms
of the ABL Credit Agreement, to the extent applicable), in each case, executed and delivered by the Co-Issuers party
thereto, the Guarantors party thereto and the other parties party thereto and (ii) UCC, Canadian PPSA, Register of
Personal and Movable Real Rights (the “RPMRR”), security under the Bank Act (Canada), tax (where customary)
and judgment lien searches in each relevant jurisdiction of each Co-Issuer and each Guarantor and searches of the
United States Patent and Trademark Office, United States Copyright Office and Canadian Intellectual Property Of-
fice, each as of a recent date.

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 (b) Subject to, in respect of the Non-North American Guarantors, the Agreed Security Principles, on
the Completion Date (or, with respect to the Non-North American Guarantors, within 90 days of the Completion
Date), each of the Co-Issuers and the Guarantors shall have completed all filings, delivery of instruments and equity
or unit certificates and all other actions reasonably required in connection with perfection (or opposability against
third parties in the case of Québec) of first-priority (subject to Permitted Liens, Legal Reservations and Perfection
Requirements) security interests and hypothecs in their respective Fixed Asset Priority Collateral and second-prior-
ity (subject to Permitted Liens, Legal Reservations and Perfection Requirements) security interests and hypothecs in
their respective ABL Priority Collateral in favor of the Collateral Agent pursuant to the Security Documents, this
Indenture and the ABL/Cash Flow Intercreditor Agreement.

(c) Notwithstanding anything in this Indenture or any Security Document to the contrary, the require-
ment to deliver any lien searches, insurance certificates or endorsements described in this Indenture or any Security
Document and the requirement to provide a Lien on the Collateral described in this Indenture or any Security Docu-
ment, including the delivery of documents and instruments (other than the pledge or perfection (or opposability
against third parties in the case of Québec) of Collateral of the Parent Guarantor, North Acquireco, the Co-Issuers
and other North American Guarantors for which a Lien on the Collateral may be perfected (or made opposable
against third parties in the case of Québec) solely by (x) the filing of a financing statement or financing change state-
ment or registration under the UCC or the Canadian PPSA or the publication of a deed of hypothec in the RPMRR
in the Province of Québec or (y) the delivery of stock or unit certificates, if any, representing the Equity Interests of
the Parent Guarantor, North Acquireco, IPL Finco and any other Guarantor organized in the United States or Canada
required to be pledged pursuant to the terms of this Indenture or the Security Documents, as applicable, to the extent
(i) possession of such stock or unit certificates or other certificates perfects (or makes opposable against third parties
in the case of Québec) a Lien thereon and (ii) other than in the case of stock or unit certificates representing Equity
Interests of the Parent Guarantor, North Acquireco and IPL Finco, such stock or unit certificates or other certificates
have been received from IPL Plastics Inc. after the Parent Guarantor’s use of commercially reasonable efforts to re-
ceive such documents and instruments) shall not be required to be delivered on the Completion Date, but, rather, all
such searches, certificates, filings, documents, instruments and actions shall be required to be delivered or taken
within 90 days after the Completion Date (or such longer period as the ABL Collateral Agent may agree in its sole
discretion).

(d) Within 90 days of the Completion Date, the Collateral Agent shall have received, with respect to
any Material Real Property not constituting Excluded Assets, (i) counterparts of a Mortgage with respect to each
Mortgaged Property duly executed and delivered by the applicable Co-Issuer and Guarantor and corresponding UCC
fixture filings, (ii) the Mortgage Policies insuring the Lien of each such Mortgage as a valid first priority perfected
security interest (subject to Permitted Liens), together with such endorsements, coinsurance and reinsurance as are
available at commercially reasonable rates in each applicable jurisdiction and in such amounts which approximate
(but need not exceed) the fair market value of the applicable Material Real Property, (iii) either ALTA surveys or
such existing surveys together with no change affidavits, in each case prepared by a land surveyor duly registered
and licensed in the state in which the Material Real Property described in such surveys is located and sufficient for
the title company to remove all standard survey exceptions from the Mortgage Policies and issue the endorsements
required in clause (ii) above to the extent such coverage and endorsements are available in the applicable jurisdic-
tions at commercially reasonable rates, (iv) copies of any existing abstracts and existing appraisals and (v) opinions
of local counsel to any Co-Issuer or Guarantor in states in which the Mortgaged Property is located confirming the
enforceability and perfection of the Mortgages and any related fixture filings.

ARTICLE 5
SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of Assets.

Neither the Parent Guarantor nor either of the Co-Issuers will, directly or indirectly: (1) consolidate, amal-
gamate or merge with or into another Person (whether or not the Parent Guarantor or Co-Issuer is the surviving cor-
poration) or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or
assets of the Parent Guarantor and its Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person, unless:

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 (1) either: (a) the Parent Guarantor, or a Co-Issuer, as applicable, is the surviving or continu-
ing corporation; or (b) the Person formed by or surviving or continuing following any such consolidation,
arrangement, amalgamation or merger (if other than the Parent Guarantor, or a Co-Issuer, as applicable) or
to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity
organized or existing under the laws of the United States, any state of the United States or the District of
Columbia or incorporated or organized under the laws of Canada or any province or territory thereof (such
Person, the “Surviving Entity”) and, if such entity is not a corporation, a co-obligor of the Notes is a corpo-
ration organized or existing under any such laws;

(2) the Surviving Entity (if other than the Parent Guarantor, or a Co-Issuer, as applicable) or
the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made
assumes all the obligations of the Parent Guarantor, or a Co-Issuer, as applicable, under the Notes, this In-
denture and the Security Documents, pursuant to a supplemental indenture or other documents or instru-
ments in form reasonably satisfactory to the Co-Trustees;

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

(4) [reserved];

(5) Co-Issuers shall deliver, or cause to be delivered, to the Co-Trustees an Officer’s Certifi-
cate and an opinion of counsel, each to the effect that such consolidation, arrangement, amalgamation, mer-
ger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of
this Indenture;

(6) to the extent any assets of the Person which is merged, consolidated or amalgamated with
or into the Surviving Entity are assets of the type which would constitute Collateral under the Security Docu-
ments, the Surviving Entity will take such action as may be reasonably necessary to cause such property and
assets to be made subject to the Liens of the Security Documents in the manner and to the extent required in
this Indenture or any of the Security Documents and shall take all reasonably necessary action so that such
Liens are perfected (or opposable against third parties in the case of Quebec) to the extent required by the
Security Documents (subject to, in respect of the Non-North American Collateral, the Agreed Security Prin-
ciples, Legal Reservations and Perfection Requirements); and

(7) the Collateral owned by or transferred to the Surviving Entity shall: (a) continue to consti-
tute Collateral under this Indenture and the Security Documents, (b) be subject to the Liens in favor of the
Collateral Agent for the benefit of the Notes Secured Parties, and (c) not be subject to any Liens other than
Permitted Liens.

This Section 5.01 will not apply to (i) any sale, assignment, transfer, conveyance, lease or other disposition
of assets between or among the Parent Guarantor, any Co-Issuer and/or any other Guarantor, (ii) any consolidation,
amalgamation or other combination or merger of the Parent Guarantor, any Co-Issuer with or into an Affiliate for
purpose of changing the legal domicile of such Parent Guarantor or Co-Issuer, reincorporating such or changing the
legal form of such Parent Guarantor or Co-Issuer in another jurisdiction so long as the amount of Indebtedness of the
Parent Guarantor and its Restricted Subsidiaries is not increased thereby, (iii) any consolidation, amalgamation or
other combination, merger or transfer of all or part of the properties and assets of any Restricted Subsidiary to or
with any of the Parent Guarantor, the Co-Issuers or Guarantors, (iv) any consolidation, amalgamation or other com-
bination, merger or transfer of all or part of the properties and assets of any Restricted Subsidiary to or with any
other Restricted Subsidiary and (v) any Permitted Reorganization or IPO Reorganization Transaction.

Section 5.02 Successor Corporation Substituted.

Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the properties or assets of the Parent Guarantor or a Co-Issuer in a
transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, (a) the successor Person
formed by such consolidation or into or with which the Parent Guarantor or Co-Issuer is merged or amalgamated to

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which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substi-
tuted for (so that from and after the date of such consolidation, merger, amalgamation, sale, assignment, transfer,
lease, conveyance or other disposition, the provisions of this Indenture referring to the “Co-Issuers” or the “Parent
Guarantor” shall refer instead to the successor Person and not to the Co-Issuers or the Parent Guarantor, as applica-
ble), and may exercise every right and power of the Co-Issuers or the Parent Guarantor, as applicable, under this In-
denture with the same effect as if such successor Person had been named as a Co-Issuer or the Parent Guarantor or
such predecessor Person, as the case may be (except in the case of a lease), shall be released from its obligations un-
der this Indenture and the Notes.

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest on the Notes;

(2) default in the payment when due (at maturity, upon redemption, offer to purchase or oth-
erwise) of the principal of, or premium, if any, on, the Notes;

(3) failure by the Parent Guarantor or any of its Restricted Subsidiaries for 60 days after no-
tice by the Trustee and/or Co-Trustee to the Parent Guarantor or by the Holders of at least 30% in aggregate
principal amount of the Notes then outstanding voting as a single class to the Parent Guarantor and the Co-
Trustees to comply with any of the agreements in this Indenture (other than a default referred to in clause
(1) or (2) of this Section 6.01); provided that in the case of a failure to comply with Section 4.03, such pe-
riod of continuance of such default or breach shall be 270 days after written notice described in this clause
(3) of Section 6.01 has been given;

(4) default under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent Guaran-
tor or any of the Parent Guarantor’s Restricted Subsidiaries that is a Significant Subsidiary (or the payment
of which is guaranteed by the Parent Guarantor or any of the Parent Guarantor’s Restricted Subsidiaries
that is a Significant Subsidiary) other than Indebtedness owed to the Parent Guarantor or any of the Parent
Guarantor’s Restricted Subsidiaries, whether such Indebtedness or Guarantee now exists, or is created after
the date of this Indenture, if that default:

(A) is caused by a failure to pay principal of, or premium, if any, on any such In-
debtedness at final Stated Maturity (after giving effect to any applicable grace periods) (a “Pay-
ment Default”); or

(B) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment Default or the ma-
turity of which has been so accelerated, aggregates the greater of $25.00 million and 25% of LTM
EBITDA or more;

(5) failure by the Parent Guarantor or any of the Parent Guarantor’s Restricted Subsidiaries
that is a Significant Subsidiary to pay final non-appealable judgments entered by a court or courts of com-
petent jurisdiction aggregating in excess of the greater of $25.00 million and 25% of LTM EBITDA (other
than any judgments covered by indemnities or insurance policies issued by creditworthy companies), which
judgments are not paid, discharged or stayed, for a period of 60 days, after the applicable judgment be-
comes final and non-appealable, and in the event such judgment is covered by insurance, an enforcement

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proceeding has been commenced by any creditor upon such judgment or decree which is not promptly
stayed;

(6) the Parent Guarantor or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of Restricted Subsidiaries of the Parent Guarantor that, taken together (as of the latest audited
consolidated financial statements of the Parent Guarantor and its Restricted Subsidiaries) would constitute a
Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law:

(A) commences a voluntary case or proceeding,

(B) consents to the entry of an order for relief against it in an involuntary case or
proceeding,

(C) consents to the appointment of a custodian, interim receiver, receiver, receiver

and manager, trustee, monitor or similar official of it or for all or substantially all of its property,

(D) makes a general assignment for the benefit of its creditors, or

(E) admits in writing its inability to pay its debts as they become due;

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

(A) is for relief against either of the Parent Guarantor or any of its Restricted Subsid-
iaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Parent Guaran-
tor that, taken together (as of the latest audited consolidated financial statements of the Parent
Guarantor and its Restricted Subsidiaries) would constitute a Significant Subsidiary in an involun-
tary case or proceeding;

(B) appoints a custodian, interim receiver, receiver, receiver and manager, monitor
or similar official of either of the Parent Guarantor or any of its Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Parent Guarantor that, taken
together, would constitute a Significant Subsidiary or for all or substantially all of the property of
either of the Parent Guarantor or any of its Restricted Subsidiaries that is a Significant Subsidiary
or any group of Restricted Subsidiaries of Parent Guarantor that, taken together (as of the latest
audited consolidated financial statements of the Parent Guarantor and its Restricted Subsidiaries)
would constitute a Significant Subsidiary; or

(C) orders the liquidation or winding-up of either of the Parent Guarantor or any of
its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries
of the Parent Guarantor that, taken together (as of the latest audited consolidated financial state-
ments of the Parent Guarantor and its Restricted Subsidiaries), would constitute a Significant Sub-
sidiary;

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

(8) except as permitted by this Indenture, any Note Guarantee of a Significant Subsidiary of
the Parent Guarantor is held in any judicial proceeding to be unenforceable or invalid or ceases for any rea-
son to be in full force and effect (except as contemplated by the terms hereof), or any Significant Subsidi-
ary of the Parent Guarantor, or any Person acting on behalf of such Significant Subsidiary of the Parent
Guarantor, denies or disaffirms its obligations under its Note Guarantee and any such Default continues for
10 days;

(9) any of the Security Documents shall for any reason not be or shall cease to be in full
force and effect or is declared to be null and void (other than pursuant to the terms thereof or as a result of

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 the failure of the Collateral Agent to maintain control over possessory collateral actually received by it),
any Lien in favor of the Collateral Agent in any material portion of the Collateral purported to be covered
by any of the Security Documents shall be invalid or not perfected (or not opposable against third parties in
the case of Quebec) except as expressly permitted by the terms hereof (including, for the avoidance of
doubt, in respect of the Non-North American Guarantors and/or Non-North American Collateral, the
Agreed Security Principles) or thereof (other than the failure of the Collateral Agent to maintain control
over possessory collateral actually received by it), any lien subordination provision in respect of material
Collateral shall be determined to be invalid or the Parent Guarantor, a Co-Issuer or any other Guarantor
terminates or repudiates in writing or rescinds any Security Document executed by it or any of its obliga-
tions thereunder.

However, a Default under clause (3), (4) or (5) of this Section 6.01 will not constitute an Event of Default
until the Co-Trustees or the Holders of at least 30% in principal amount of the outstanding Notes notify the Parent
Guarantor of the Default and, with respect to clauses (3) and (5), the Parent Guarantor does not cure such Default
within the time specified in clause (3) or (5) of this Section 6.01 after receipt of such notice; provided that a notice
of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two
years prior to such notice of Default.

Section 6.02 Acceleration.

In the case of an Event of Default specified in clause (6) or (7) of Section 6.01 hereof with respect to either
the Parent Guarantor, any Domestic Restricted Subsidiary of the Parent Guarantor that is a Significant Subsidiary or
any group of Domestic Restricted Subsidiaries of the Parent Guarantor that, taken together, would constitute a Sig-
nificant Subsidiary, all outstanding principal of the Notes and any accrued but unpaid interest thereon will become
due and payable immediately without further action or notice. If any other Event of Default occurs and is continu-
ing, the Co-Trustees or the Holders of at least 30% in aggregate principal amount of the then outstanding Notes by
notice to the Parent Guarantor (with a copy to the Co-Trustees if given by Holders of Notes) may declare all out-
standing principal of the Notes and any accrued but unpaid interest thereon) to be due and payable immediately.

Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding
Notes may direct the Co-Trustees in its exercise of any trust or power. The Trustee and/or Co-Trustee may withhold
from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding no-
tice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if
any, and interest, if any.

In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is
continuing as a result of the acceleration of any Indebtedness described in Section 6.01(4) hereof (excluding any re-
sulting payment default under this Indenture or the Notes), the declaration of acceleration of the Notes shall be auto-
matically annulled if the Holders of all Indebtedness described in Section 6.01(4) hereof have rescinded the declara-
tion of acceleration in respect of such Indebtedness within 30 days of the date of such declaration of acceleration of
the Notes, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the
Notes that became due solely because of the acceleration of the Notes, have been cured or waived and all amounts
owing to the Co-Trustees have been paid.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Co-Trustees may pursue any available remedy to col-
lect the payment of principal of, premium on, if any, or interest on, the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

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

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Section 6.04 Waiver of Past Defaults.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to
the Co-Trustees may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing De-
fault or Event of Default and its consequences under this Indenture, if the rescission would not conflict with any
judgment or decree, except a continuing Default or Event of Default specified in clause (1) or (2) of Section 6.01
hereof; (except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of
the acceleration of the Notes).

If a Default for a failure to report or failure to deliver a required certificate in connection with another de-
fault (the “Initial Default”) occurs, then at the time such Initial Default is cured, such Default for a failure to report
or failure to deliver a required certificate in connection with another default that resulted solely because of that Ini-
tial Default will also be cured without any further action. Any Default or Event of Default for the failure to comply
with the time periods prescribed in Section 4.03 or otherwise to deliver any notice or certificate pursuant to any
other provision of this Indenture shall be deemed to be cured upon the delivery of any such report required by such
covenant or such notice or certificate, as applicable, even though such delivery is not within the prescribed period
specified in this Indenture. Any time period in this Indenture to cure any actual or alleged Default or Event of De-
fault may be extended or stayed by a court of competent jurisdiction.

Section 6.05 Control by Majority.

Subject to the provisions of the Intercreditor Agreements, Holders of a majority in aggregate principal
amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exer-
cising any remedy available to the Co-Trustees or the Collateral Agent or of exercising any trust or power conferred
on the Co-Trustees or the Collateral Agent. However, the Co-Trustees or the Collateral Agent, as applicable, may
refuse to follow any direction that conflicts with law or this Indenture, that the Co-Trustees or the Collateral Agent,
as applicable, determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the
Co-Trustees or the Collateral Agent, as applicable, in personal liability.

Section 6.06 Limitation on Suits.

In case an Event of Default occurs and is continuing, the Co-Trustees will be under no obligation to exer-
cise any of the rights or powers under this Indenture at the request or direction of any Holders of Notes unless such
Holders have offered to the Co-Trustees indemnity or security satisfactory to the Co-Trustees against any loss, lia-
bility or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any,
when due, no Holder of a Note may pursue any remedy with respect to this Indenture, the Notes or any Note Guar-
antee unless:

(1) such Holder has previously given the Co-Trustees written notice that an Event of Default
has occurred and is continuing;

(2) Holders of at least 30% in aggregate principal amount of the then outstanding Notes
make a written request to the Co-Trustees or the Collateral Agent, as applicable, to pursue the remedy;

(3) such Holder or Holders offer and, if requested, provide to the Co-Trustees or the Collat-
eral Agent, as applicable, security or indemnity reasonably satisfactory to the Co-Trustees or the Collateral
Agent, as applicable, against any loss, liability or expense;

(4) the Trustee, Co-Trustee or Collateral Agent, as applicable, does not comply with such
request within 60 days after receipt of the notice, request and the offer of security or indemnity; and

(5) during such 60-day period, Holders of a majority in aggregate principal amount of the
then outstanding Notes do not give the Co-Trustees or the Collateral Agent, as applicable, a direction in-
consistent with such request.

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 A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to ob-
tain a preference or priority over another Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment
of principal of, premium on, if any, or interest on, the Note, on or after the respective due dates expressed or pro-
vided for in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring
suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

Section 6.08 Collection Suit by Co-Trustees.

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, each of the Co-
Trustees is authorized to recover judgment in its own name and as trustee of an express trust against the Co-Issuers
or any Guarantor for the whole amount of principal of, premium on, if any, and interest remaining unpaid on, the
Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be suffi-
cient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of each of the Co-Trustees, its agents and counsel.

Section 6.09 Restoration of Rights and Remedies.

If either of the Co-Trustees or any Holder has instituted any proceeding to enforce any right or remedy un-
der this Indenture and such proceeding has been determined or abandoned for any reason, or has been determined
adversely to such Co-Trustee or to such Holder, then and in every such case, subject to any determination in such
proceedings or any other proceedings, the Co-Issuers, any Guarantor, the Co-Trustees and the Holders shall be re-
stored severally and respectively to their former positions hereunder and thereafter all rights and remedies hereunder
of the Co-Trustees and the Holders shall continue as though no such proceeding had been instituted.

Section 6.10 Co-Trustees May File Proofs of Claim.

Each of the Co-Trustees is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of such Co-Trustee (including any claim for the reasonable com-
pensation, expenses, disbursements and advances of such Co-Trustee, its agents and counsel) and the Holders of the
Notes allowed in any judicial proceedings relative to the Co-Issuers or any Guarantor (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money
or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is
hereby authorized by each Holder to make such payments to such Co-Trustee, and in the event that such Co-Trustee
shall consent to the making of such payments directly to the Holders, to pay to such Co-Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of such Co-Trustee, its agents and counsel,
and any other amounts due such Co-Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due such Co-Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any rea-
son, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liq-
uidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Co-Trustees to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment, composition or proposal affecting the Notes or the rights of any Holder,
or to authorize the Co-Trustees to vote in respect of the claim of any Holder in any such proceeding.

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Section 6.11 Priorities.

Subject to the provisions of the Intercreditor Agreements, if a Co-Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order:

First: to each of the Co-Trustees and the Collateral Agent, its agents and attorneys for amounts
due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred,
and all advances made, by the Co-Trustees and the costs and expenses of collection;

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

Third: to the Co-Issuers or to such party as a court of competent jurisdiction shall direct.

The Co-Trustees, upon written notice to the Co-Issuers, may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.11.

Section 6.12 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against a Co-Trus-
tee for any action taken or omitted by it as a Co-Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a
suit by the Co-Trustees, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE 7
CO-TRUSTEES

Section 7.01 Duties of Co-Trustees.

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

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

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

(2) in the absence of bad faith on its part, each of the Co-Trustees 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 Co-Trustees and conforming to the requirements of this Indenture. However, the
Co-Trustees will examine the certificates and opinions to determine whether or not they conform to the re-
quirements of this Indenture (however the Co-Trustees shall have no obligation to verify the mathematical
calculations contained therein).

(c) Neither Co-Trustee may be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

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 (1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(2) a Co-Trustee will not be liable for any error of judgment made in good faith by a Respon-
sible Officer, unless it is proved that such Co-Trustee was negligent in ascertaining the pertinent facts; and

(3) a Co-Trustee will not be liable with respect to any action it takes or omits to take in good
faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any
way relates to the Co-Trustees is subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e) No provision of this Indenture will require a Co-Trustee to expend or risk its own funds or
incur any liability. The Co-Trustees will be under no obligation to exercise any of their rights or powers un-
der this Indenture at the request or direction of any Holders, unless such Holder has offered to the Co-Trus-
tees reasonable indemnity or security satisfactory to them against any loss, liability or expense that might be
incurred by it in compliance with such request or direction.

(f) The Co-Trustees will not be liable for interest on any money received by them except as
the Co-Trustees may agree in writing with the Co-Issuers. Money held in trust by the Co-Trustees need not
be segregated from other funds except to the extent required by law. The Co-Trustees shall have no obliga-
tion to invest funds received by them pursuant to this Indenture.

Section 7.02 Rights of Co-Trustees.

(a) The Co-Trustees may conclusively rely upon any document (whether in its original or fac-
simile form) believed by them to be genuine and to have been signed or presented by the proper Person. The
Co-Trustees need not investigate any fact or matter stated in the document.

(b) Before the Co-Trustees act or refrain from acting, they may require an Officer’s Certificate
or an Opinion of Counsel or both. The Co-Trustees will not be liable for any action they take or omit to take
in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Co-Trustees may consult
with counsel and the advice of such counsel or any Opinion of Counsel will be full and complete authoriza-
tion and protection from liability in respect of any action taken, suffered or omitted by them hereunder in
good faith and in reliance thereon.

(c) The Co-Trustees may act through their attorneys, agents and other experts or assistants and
will not be responsible for the misconduct or negligence of any such person appointed with due care.

(d) The Co-Trustees will not be liable for any action they take or omit to take in good faith
that they believe to be authorized or within the rights or powers conferred upon them by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or
notice from the Co-Issuers will be sufficient if signed by an Officer of each Co-Issuer.

(f) The Co-Trustees will be under no obligation to exercise any of the rights or powers vested
in them by this Indenture or the Notes at the request or direction of any of the Holders unless such Holders
have offered to the Co-Trustees reasonable indemnity or security satisfactory to the Co-Trustees against the
losses, liabilities and expenses that might be incurred by them in compliance with such request or direction.

(g) The Co-Trustees shall not be required to give any note, bond or surety in respect of the
trusts and powers under this Indenture.

(h) The Co-Trustees may request that the Co-Issuers deliver an Officer’s Certificate setting
forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursu-

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ant to this Indenture, which Officer’s Certificate may be signed by any person authorized to sign an Of-
ficer’s Certificate, including any person specified as so authorized in such certificate previously delivered
and not superseded.

(i) Except with respect to receipt of payments of principal and interest on the Notes payable
by the Co-Issuers pursuant to Section 4.01 hereof and any Default or Event of Default information contained
in the Officer’s Certificate delivered to them pursuant to Section 4.04 hereof, the Co-Trustees shall have no
duty to monitor the Co-Issuers’ or the Guarantors’ compliance with or the breach of any representation, war-
ranty or covenant made in this Indenture.

(j) Delivery of reports, information and documents to the Co-Trustees described in Section
4.03 hereof is for informational purposes only and the Co-Trustees’ receipt of such shall not constitute con-
structive notice of any information contained therein or determinable from information contained therein,
including the Co-Issuers’ or the Guarantors’ compliance with any of its covenants hereunder (as to which
the Co-Trustees are entitled to rely conclusively on Officer’s Certificates). The Co-Trustees are under no
duty to examine such reports, information or documents to ensure compliance with the provision of this In-
denture or to ascertain the correctness or otherwise of the information or the statements contained therein.

(k) In no event shall the Co-Trustees be responsible or liable for special, indirect, punitive or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespec-
tive of whether the Co-Trustees have been advised of the likelihood of such loss or damage and regardless of
the form of action.

(l) The Co-Trustees shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of each Co-Trustee has received written notice of any event which is in fact
such a default at the Corporate Trust Office of such Co-Trustee, and such notice references the Notes and
this Indenture.

(m) The rights, privileges, protections, immunities and benefits given to the Co-Trustees, in-
cluding, without limitation, their right to be indemnified, are extended to, and shall be enforceable by, the
Co-Trustees in each of their capacities hereunder, including, without limitation, in Ankura Trust Company,
LLC’s capacity as Collateral Agent, and each agent, custodian and other Person employed to act hereunder,
including the Collateral Agent.

(n) Neither the Co-Trustees nor the Registrar shall have any obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or the
Private Placement Legend or under applicable law with respect to any transfer of any interest in any Note
(including any transfers between or among Depositary participants, members or beneficial owners in any
Global Note) other than to require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to ex-
amine the same to determine substantial compliance as to form with the express requirements hereof.

(o) The Trustee and the Co-Trustee shall not be deemed to have knowledge of any fact or mat-
ter unless such fact or matter is known to a Responsible Officer of the Trustee and the Co-Trustee.

(p) Whenever in the administration of this Indenture or the Notes the Co-Trustees shall deem
it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder
or thereunder, the Trustee or the Co-Trustee (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith or willful misconduct on its part conclusively rely upon an Officer’s Certificate.

(q) The permissive rights of the Trustee and the Co-Trustee enumerated herein and under the
Security Documents shall not be construed as duties of the Trustee or the Co-Trustee.

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Section 7.03 Individual Rights of Trustee.

Each of the Co-Trustees in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Co-Issuers or any Affiliate of the Co-Issuers with the same rights it would have if it
were not a Co-Trustee. However, in the event that either Co-Trustee acquires any conflicting interest as defined in
the TIA it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and
duties. The Co-Trustees are also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

The Co-Trustees will not be responsible for and make no representation as to the validity or adequacy of
this Indenture or the Notes, they shall not be accountable for the Co-Issuers’ use of the proceeds from the Notes or
any money paid to the Co-Issuers or upon the Co-Issuers’ direction under any provision of this Indenture, they will
not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and
they will not be responsible for any statement or recital herein or any statement in the Notes or any other document
in connection with the sale of the Notes or pursuant to this Indenture other than their certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to the Co-Trustees, the Co-Trus-
tees will send to Holders of Notes a notice of the Default or Event of Default within 90 days after the Co-Trustees
obtain knowledge thereof. Except in the case of a Default or Event of Default in payment of principal of, premium
on, if any, or interest on, any Note, the Co-Trustees may withhold the notice if and so long as a committee of each
Co-Trustee’s Responsible Officers in good faith determines that withholding the notice is in the interests of the
Holders of the Notes.

Section 7.06 [Reserved].

Section 7.07 Compensation and Indemnity.

(a) The Co-Issuers will pay to the Co-Trustees from time to time such compensation as is
agreed to in writing by the Co-Issuers and the Co-Trustees for their acceptance of this Indenture and services
hereunder. The Co-Trustees’ compensation will not be limited by any law on compensation of a trustee of
an express trust. The Co-Issuers will reimburse the Co-Trustees promptly upon request for all reasonable
out-of-pocket disbursements, advances and expenses incurred or made by them in addition to the compensa-
tion for their services except for any such disbursements, advance or expense as shall have been caused by
the requesting Trustee’s or Co-Trustee’s, as the case may be, negligence or willful misconduct, as deter-
mined by a final order of a court of competent jurisdiction. Such expenses will include the reasonable out -
of-pocket compensation, disbursements and expenses of the Co-Trustees’ agents, experts and counsel. Any
amount due and owing pursuant to the Co-Trustees’ fee that remains unpaid by the Co-Issuers 30 days after
request for payment will bear interest from the expiration of such period at a rate per annum equal to the
then current rate charged by the Co-Trustees, payable by the Co-Issuers on demand by the Co-Trustees.

(b) The Co-Issuers and the Guarantors will indemnify on a joint and several basis each of the
Co-Trustees (including its officers, directors, employees and agents) and save them harmless against all ac-
tions, proceedings, liability, claims, damages, costs and expenses (including reasonable expert consultant
and legal fees and disbursements on a solicitor and client basis) whatsoever arising out of or in connection
with the acceptance or administration of their duties under this Indenture, including the reasonable costs and
expenses of enforcing this Indenture against the Co-Issuers and the Guarantors (including this Section 7.07)
and defending itself against any claim (whether asserted by the Co-Issuers, the Guarantors, any Holder or
any other Person) or liability in connection with the exercise or performance of any of their respective pow-
ers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its neg-
ligence or willful misconduct. Neither the Co-Issuers nor any Guarantor need pay for any settlement made
without its consent, which consent will not be unreasonably withheld.

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 (c) The obligations of the Co-Issuers and the Guarantors under this Section 7.07 will survive
the satisfaction and discharge of this Indenture and the resignation or removal of the Co-Trustees.

(d) To secure the Co-Issuers’ and the Guarantors’ payment obligations in this Section 7.07,
the Co-Trustees will have a Lien prior to the Notes on all money or property held or collected by the Co-
Trustees, except that held in trust to pay principal of, premium on, if any, or interest on, particular Notes.
Such Lien will survive the satisfaction and discharge of this Indenture and the resignation or removal of the
Co-Trustees. The Co-Trustees’ respective rights to receive payment of any amounts due under this Section
7.07 shall not be subordinate to any other liability or Indebtedness of the Co-Issuers.

(e) Without prejudice to any other rights available to the Co-Trustees under applicable law,
when the Co-Trustees incur expenses or render services after an Event of Default specified in clauses (6) and
(7) of Section 6.01 hereof occurs, the expenses and the compensation for the services (including the fees and
expenses of its agents and counsel) are intended to constitute expenses of administration under any Bank-
ruptcy Law.

Section 7.08 Replacement of Trustee and Co-Trustee.

(a) A resignation or removal of a Co-Trustee and appointment of a successor Co-Trustee will

become effective only upon the successor Co-Trustee’s acceptance of appointment as provided in this Sec-
tion 7.08.

(b) A Co-Trustee may resign at any time upon 30 days’ prior written notice to the Co-Issuers
and be discharged from the trust hereby created by so notifying the Co-Issuers. The Holders of a majority in
aggregate principal amount of the then outstanding Notes may remove the Co-Trustees upon 30 days written
notice to such Co-Trustee and the Co-Issuers. The Co-Issuers may remove a Co-Trustee if:

(1) such Co-Trustee fails to comply with Section 7.10 hereof;

(2) such Co-Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
with respect to such Co-Trustee under any Bankruptcy Law;

(3) a custodian or public officer takes charge of such Co-Trustee or its property; or

(4) such Co-Trustee becomes incapable of acting.

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

(d) If a successor Co-Trustee does not take office within 60 days after the retiring Co-Trustee
resigns or is removed, the Co-Issuers, the retiring Co-Trustee, or the Holders of at least 10% in aggregate
principal amount of the then outstanding Notes may, in each case at the expense of the Co-Issuers, petition
any court of competent jurisdiction for the appointment of a successor Co-Trustee.

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

(f) A successor Co-Trustee will deliver a written acceptance of its appointment to the retiring
Co-Trustee and to the Co-Issuers. Thereupon, the resignation or removal of the retiring Co-Trustee will be-
come effective, and the successor Co-Trustee will have all the rights, powers and duties of the Co-Trustee
under this Indenture. The successor Co-Trustee will send a notice of its succession to Holders. The retiring

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 Co-Trustee will promptly transfer all property held by it as Co-Trustee to the successor Co-Trustee; pro-
vided all sums owing to the Co-Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.07 hereof. Notwithstanding replacement of a Co-Trustee pursuant to this Section 7.08, the Co-
Issuers’ and the Guarantors’ obligations under Section 7.07 hereof will continue for the benefit of the retir-
ing Co-Trustee.

Section 7.09 Successor Trustee or Co-Trustee by Merger, etc.

If a Co-Trustee consolidates, merges, amalgamates or converts into, or transfers all or substantially all of its
corporate trust business to, another corporation, the successor corporation without any further act will be the succes-
sor Co-Trustee.

Section 7.10 Eligibility; Disqualification.

There will at all times be a Co-Trustee hereunder that is a corporation or national banking association orga-
nized and doing business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus as required by Section 310(a)(2) of the Trust Indenture Act .

For so long as required by the provisions of (a) the Canada Business Corporations Act and the regulations
thereunder as amended or re-enacted from time to time, and (b) the provisions of any other applicable statute of
Canada or any province thereof, in each case, relating to trust indentures and the rights, duties and obligations of
trustees under trust indentures and of corporations issuing debt obligations under trust indentures to the extent that
such provisions are at such time in force and applicable to this Indenture, and in the absence of an exemption or dis-
pensation from the requirements thereof, there shall be a Canadian trustee under this Indenture. The Canadian trus-
tee shall at all times be a corporation incorporated under the laws of Canada or a province thereof and authorized to
carry on the business of a trust company. If at any time the Canadian trustee shall cease to be eligible in accordance
with this Section 7.10, it shall resign immediately in the manner and with the effect specified in this Article 7.

Section 7.11 Security Documents; Intercreditor Agreements.

By their acceptance of the Notes, the Holders hereby authorize and direct the Co-Trustees and the Collateral
Agent, as the case may be, to execute and deliver the Intercreditor Agreements and any other Security Documents in
which either of the Co-Trustees or the Collateral Agent, as applicable, is named as a party, including any Security Doc-
uments executed after the Issue Date. It is hereby expressly acknowledged and agreed that, in doing so, the Co-Trus-
tees and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or en-
forceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering
into, or taking (or forbearing from) any action under, the Intercreditor Agreements or any other Security Documents,
each of the Co-Trustees and the Collateral Agent shall have all of the rights, immunities, indemnities and other protec-
tions granted to it under this Indenture (in addition to those that may be granted to it under the terms of such other
agreement or agreements).

Section 7.12 Anti-Money Laundering.

The Co-Trustees shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of
information or for any other reason whatsoever, the Co-Trustees, in their sole judgment, determine that such act
might cause them to be in non-compliance with any applicable anti-money laundering, anti-terrorist financings or
economic sanctions legislation, regulation or guideline. Further, should the Co-Trustees, in their sole judgment, de-
termine at any time that their acting under this Indenture has resulted in their being in non-compliance with any ap-
plicable anti-money laundering, anti-terrorist financing or economic sanctions legislation, regulation or guideline,
then they shall have the right to resign on 10 days’ written notice to the Co-Issuers, provided the (i) the Co-Trustees’
written notice shall describe the circumstances of such non-compliance, and (ii) if such circumstances are rectified
to the Co-Trustees’ satisfaction within such 10-day period, then such resignation shall not be effective.

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Section 7.13 Limitation on Duty of Co-Trustees in Respect of Collateral; Indemnification.

(a) Beyond the exercise of reasonable care in the custody thereof, the Co-Trustees shall have
no duty as to any Collateral in their possession or control or in the possession or control of any agent or
bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertain-
ing thereto and the Co-Trustees shall not be responsible for filing any financing or continuation statements
or recording any documents or instruments in any public office at any time or times or otherwise perfecting
(or making opposable against third parties in the case of Quebec) or maintaining the perfection (or opposa-
bility against third parties in the case of Quebec) of any security interest or hypothec in the Collateral. The
Co-Trustees shall be deemed to have exercised reasonable care in the custody of the Collateral in their pos-
session if the Collateral is accorded treatment substantially equal to that which a Co-Trustee accords its own
property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral,
by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the
Co-Trustees in good faith.

(b) Neither Co-Trustee nor the Collateral Agent shall be responsible for the existence, genu-
ineness or value of any of the Collateral or for the validity, perfection (or opposability against third parties in
the case of Quebec), priority or enforceability of the Liens in any of the Collateral, whether impaired by op-
eration of law or by reason of any action or omission to act on its part hereunder, except to the extent such
action or omission constitutes gross negligence, bad faith or willful misconduct on the part of such Co-Trus-
tee and Collateral Agent, as determined by a final order of a court of competent jurisdiction, for the validity
or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title
of the Co-Issuers to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assess-
ments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Co-Trustees
shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this In-
denture or the Security Documents by the Co-Issuers, the Guarantors, the ABL Collateral Agent, or any
other ABL Secured Parties or Additional First Lien Secured Parties.

Section 7.14 Joint Trustees.

The rights, powers, duties and obligations conferred and imposed upon the trustee under the Indenture are
conferred and imposed upon and shall be exercised and performed by the Trustee and the Co-Trustee individually ex-
cept where explicitly noted that certain acts be performed jointly by both the Trustee and the Co-Trustee or specifically
by the Trustee or the Co-Trustee, and neither the Trustee nor the Co-Trustee shall be liable or responsible for the acts or
omissions of the other trustee.

ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance and Covenant Defeasance.

The Co-Issuers may at any time, at the option of the Parent Guarantor’s Board of Directors evidenced by
resolutions set forth in an Officer’s Certificate, elect to have either Section 8.02 or 8.03 hereof applied to all out-
standing Notes (including the Note Guarantees) upon compliance with the conditions set forth below in this Article
8.

Section 8.02 Legal Defeasance and Discharge.

Upon the Co-Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the
Co-Issuers and each of the Guarantors, if any, will, subject to the satisfaction of the conditions set forth in Section
8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (includ-
ing the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).
For this purpose, Legal Defeasance means that the Co-Issuers and the Guarantors, if any, will be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees),

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which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sec-
tions of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under
such Notes, the Note Guarantees and this Indenture (and the Co-Trustees, on demand of and at the expense of the
Parent Guarantor, shall execute proper instruments acknowledging the same), except for the following provisions
which will survive until otherwise terminated or discharged hereunder.

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal
of, premium on, if any, and interest, if any, on, such Notes when such payments are due from the trust re-
ferred to in Section 8.04 hereof;

(2) the Co-Issuers’ obligations with respect to such Notes under Sections 2.06, 2.07 and 4.02
hereof;

(3) the rights, powers, trusts, duties and immunities of the Co-Trustees under this Indenture,
and the Co-Issuers’ and the Guarantors’, if any, obligations in connection therewith (including without lim-
itation, those contained in Article 7 hereof); and

(4) this Article 8.

Subject to compliance with this Article 8, the Co-Issuers may exercise its option under this Section 8.02
notwithstanding the prior exercise of their option under Section 8.03 hereof. Notwithstanding anything to the con-
trary contained herein, the Co-Issuer’s and the Guarantors’ obligations under Section 7.07 shall survive a Legal De-
feasance.

Section 8.03 Covenant Defeasance.

Upon the Co-Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the
Co-Issuers and the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.14, 4.16 and 4.17 hereof and clause (3) of Section 5.01 hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant De-
feasance”), the Note Guarantees will be released pursuant to Section 10.05 hereof and the Notes and Note Guaran-
tees will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or
act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be
deemed “outstanding” for all other purposes hereunder (it being understood that such Notes and the Note Guarantees
will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes and Note Guarantees, the Co-Issuers and the Guarantors, if any, may omit to com-
ply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any
reference in any such covenant to any other provision herein or in any other document and such omission to comply
will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the
Co-Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfac-
tion of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) (to the extent relating to the covenants that
are subject to Covenant Defeasance), (4), (5), (8) and (9) hereof will not constitute Events of Default. Notwith-
standing anything to the contrary contained herein, the Co-Issuers’ and the Guarantors’ obligations under Section
7.07 shall survive a Covenant Defeasance.

Section 8.04 Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03
hereof:

(1) the Co-Issuers must irrevocably deposit with the Trustee or a Co-Trustee for the benefit
of the Holders of the Notes, cash in U.S. dollars in an amount, non-callable Government Securities, the
scheduled payments of principal of and interest thereon will be in an amount, or a combination thereof in

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 amounts, as will be sufficient, without consideration of any reinvestment of interest, in the opinion of a na-
tionally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the
principal of, premium on, if any, and interest, if any, on, the outstanding notes to the stated date for pay-
ment thereof or to the applicable redemption date, as the case may be, and all interest, if any, accrued to
such dates, and the Co-Issuers must specify whether the Notes are being defeased to such stated date for
payment or to a particular redemption date;

(2) in the case of an election under Section 8.02 hereof, the Co-Issuers must deliver to the
Co-Trustees an opinion of counsel reasonably acceptable to the Co-Trustees confirming that: (a) the Co-
Issuers have received from, or there has been published by, the Internal Revenue Service a ruling; or (b)
since the date of this Indenture, there has been a change in the applicable federal income tax law, in either
case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders of the out-
standing Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of
such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of an election under Section 8.03 hereof, the Co-Issuers must deliver to the
Co-Trustees an opinion of counsel reasonably acceptable to the Co-Trustees confirming that the Holders of
the outstanding notes will not recognize income, gain or loss for U.S. federal income tax purposes as a re-
sult 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 time, as would have been the case if such Covenant Defeasance had not
occurred;

(4) in the case of Legal Defeasance or Covenant Defeasance, the Co-Issuers must deliver to
the Co-Trustees an opinion of counsel in Canada reasonably acceptable to the Co-Trustees confirming that
the beneficial owners of the outstanding notes will not recognize income, gain or loss for Canadian federal,
provincial or territorial income or withholding tax purposes as a result of such Legal Defeasance or Cove-
nant Defeasance, and will be subject to Canadian federal, provincial and territorial income and withholding
tax on the same amounts, in the same manner and at the same time, as would have been the case if such
Legal Defeasance or Covenant Defeasance had not occurred;

(5) no Default or Event of Default has occurred and is continuing on the date of such deposit
(other than a Default or Event of Default resulting from the borrowing of funds to be applied to such de-
posit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure
such borrowings);

(6) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of,
or constitute a default under, any material agreement or instrument (other than this Indenture and the agree-
ments governing any other Indebtedness being defeased, discharged or replaced) to which either of the Co-
Issuers or any of the Guarantors is a party or by which the Parent Guarantor or any of the Guarantors is
bound;

(7) the Co-Issuers must deliver to the Co-Trustees an Officer’s Certificate stating that the
deposit was not made by the Co-Issuers with the intent of preferring the Holders of Notes over the other
creditors of the Co-Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of
the Co-Issuers or others; and

(8) Co-Issuers must deliver to the Co-Trustees an Officer’s Certificate and an opinion of
counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defea-
sance have been complied with.

The Collateral will be released from the Lien securing the Notes, as provided in Section 12.02 hereof, upon a
defeasance in accordance with the provisions described above.

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Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds
thereof) deposited with the Co-Trustees pursuant to Section 8.04 hereof in respect of the outstanding Notes will be
held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including either of the Co-Issuers acting as Paying Agent) as
the Co-Trustees 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, if any, but such money need not be segregated from other funds except to
the extent required by law.

The Co-Issuers will pay and indemnify the Co-Trustees against any tax, fee or other charge imposed on or
assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the
principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Co-Trustees will deliver or pay to the Co-
Issuers from time to time upon the written request of the Co-Issuers any money or non-callable Government Securi-
ties held by them as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of inde-
pendent public accountants expressed in a written certification thereof delivered to the Co-Trustees (which may be
the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to the Co-Issuers.

Any money deposited with the Co-Trustees or any Paying Agent, or then held by the Co-Issuers, in trust for
the payment of the principal of, premium on, if any, or interest, if any, on, any Note and remaining unclaimed for
two years after such principal, premium, if any, or interest, if any, has become due and payable shall be paid to the
Co-Issuers on their request or (if then held by the Co-Issuers) will be discharged from such trust; and the Holder of
such Note will thereafter be permitted to look only to the Co-Issuers for payment thereof, and all liability of the Co-
Trustees or such Paying Agent with respect to such trust money, and all liability of the Co-Issuers as trustee thereof,
will thereupon cease; provided, however, that the Co-Trustees or such Paying Agent, before being required to make
any such repayment, may at the expense of the Co-Issuers cause to be published once, in The New York Times and
The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified
therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance
of such money then remaining will be repaid to the Co-Issuers.

Section 8.07 Reinstatement.

If the Co-Trustees or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securi-
ties in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Co-Issuers’
and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and re-
instated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Co-Trustees
or Paying Agent are permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case
may be; provided, however, that, if the Co-Issuers make any payment of principal of, premium on, if any, or interest,
if any, on, any Note following the reinstatement of their obligations, the Co-Issuers will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the Co-Trustees or Paying Agent.

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 ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, without the consent of any Holder of Notes, the Co-Issuers, the Guar-
antors, the Co-Trustees and the Collateral Agent may amend or supplement this Indenture (including the form of
agreements attached thereto as exhibits), the Notes, the Note Guarantees or the Security Documents (including the
form of agreements attached thereto as exhibits):

(1) to (a) cure any ambiguity, omission, mistake, defect, error or inconsistency contained in
this Indenture or reduce minimum denominations or (b) make such other provisions in regard to matters or
questions arising under this Indenture, that shall not materially and adversely affect the interests of the
Holders of the Notes, as the Board of Directors of Parent Guarantor may deem necessary or desirable;

(2) to provide for uncertificated notes in addition to or in place of certificated notes or to alter
the provisions of this Indenture relating to the form of the Notes (including related definitions);

(3) to provide for the assumption of the Co-Issuers’ or any Guarantor’s obligations to Hold-
ers of Notes and Note Guarantees in the case of a merger, arrangement, amalgamation or consolidation or
sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the Co-Issu-
ers’ or such Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the Holders of
Notes or that does not adversely affect the legal rights under this Indenture of any Holder;

(5) at the Co-Issuers’ election, to comply with requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable or re-
quired;

(6) to conform the text of this Indenture, the Notes, the Note Guarantees or the Security Doc-
uments to any provision of the “Description of the Notes” section of the Offering Memorandum;

(7) to provide for the issuance of Additional Notes, as determined in good faith by the Co-
Issuer, in accordance with the limitations set forth in this Indenture;

(8) to add an obligor or a Guarantor under this Indenture or allow any Guarantor to execute a
supplemental indenture and/or a Note Guarantee with respect to the Notes in accordance with the terms of
this Indenture;

(9) to evidence and provide for the acceptance and appointment under this Indenture of a
successor Trustee or a successor Co-Trustee to provide for the accession by the Trustee or Co-Trustee to
any notes documentation;

(10) to make any amendment to the provisions of this Indenture relating to the transfer and
legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance
and administration of Notes; provided, however, that (i) compliance with this Indenture as so amended
would not result in Notes being transferred in violation of the Securities Act or any applicable securities
law and (ii) such amendment does not adversely affect the rights of Holders to transfer Notes in any mate-
rial respect;

(11) to comply with the rules and procedures of any applicable securities depositary

(12) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent
for the benefit of the Notes Secured Parties, as additional security for the payment and performance of all

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 or any portion of the Obligations in respect of the Notes, 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 Co-Trustees or the Collateral Agent pursuant to this Indenture, any of the Security Docu-
ments or otherwise;

(13) to release Collateral from the Lien of this Indenture and the Security Documents when
permitted or required by the Security Documents or this Indenture; and

(14) to add ABL Obligations, Additional First Lien Obligations or Permitted Junior Lien Obli-
gations and the Holders thereof and/or any representatives thereof and to add any additional Restricted Sub-
sidiary that is a borrower, issuer or guarantor, as applicable, for any such obligations to the Intercreditor
Agreements.

No provisions of the Escrow Agreement (including, without limitation, those relating to the release of the
Escrowed Property) may be amended or waived in a manner that would materially adversely affect the Holders (as
determined in good faith by the Co-Issuers) without the consent of the Holders of a majority in principal amount of
the Notes then outstanding. Notwithstanding the foregoing, without the consent of any Holder, the Co-Issuers may
amend the Escrow Agreement to conform the text thereof to any provision of the “Description of Notes” section in
the Offering Memorandum. In executing any such amendment, the Co-Trustees will be entitled to receive and shall
be fully protected in conclusively relying, without liability, upon an Officer’s Certificate stating that such amend-
ment is authorized and permitted by this Indenture.

Upon the request of the Co-Issuers accompanied by a resolution of the Board of Directors of the Parent
Guarantor authorizing the execution of any such amended or supplemental indenture or amendment or supplement
of the Notes, any Note Guarantee or any Security Document, and upon receipt by the Co-Trustees of the documents
described in Section 9.06, 13.04 and 13.05 hereof, the Co-Trustees and/or the Collateral Agent, as applicable, will
join with the Co-Issuers and the Guarantors, if any, in the execution of any amended or supplemental indenture or
amendment or supplement of the Notes, any Note Guarantee or any Security Document, authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein con-
tained, but the Co-Trustees or the Collateral Agent, as applicable, will not be obligated to enter into such amended
or supplemental indenture or amendment or supplement of the Notes, any Note Guarantee or any Security Docu-
ment, that affects their own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the fore-
going, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of
a Guarantor under this Indenture upon execution and delivery by such Guarantor, the Co-Trustees and the Collateral
Agent of a supplemental indenture to this Indenture, the form of which is attached as Exhibit E hereto and any sup-
plement to the Security Documents and the Intercreditor Agreements in connection with the same.

Notwithstanding the foregoing, no Holder consent is required for the Collateral Agent to enter into, or to
effect any amendment, modification or supplement to any Intercreditor Agreement or other intercreditor agreement
or arrangement permitted under, referred to in or contemplated by the Indenture or in any document pertaining to
any Indebtedness permitted thereby that is permitted to be secured by the Collateral, for the purpose of adding the
holders of such Indebtedness (or their representative) as a party thereto and otherwise causing such Indebtedness to
be subject thereto, in each case as contemplated by the terms of any such Intercreditor Agreement or such other in-
tercreditor agreement or arrangement permitted under, referred to in or contemplated by this Indenture (it being un-
derstood that any such amendment or supplement may make such other changes to the applicable intercreditor
agreement as, in the good faith determination of the Trustee or Collateral Agent, are required to effectuate the fore-
going and provided that such other changes are not directly adverse, in any material respect (taken as a whole), to
the interests of the Holders of the Notes); provided, further, that no such agreement shall amend, modify or other-
wise affect the rights or duties of the Trustee or Notes Collateral under the Indenture without the prior written con-
sent of the Trustee or Collateral Agent, as applicable.

Section 9.02 With Consent of Holder of Notes.

Except as provided below in this Section 9.02, this Indenture (including the form of agreements attached
thereto as exhibits), the Notes, the Note Guarantees or the Security Documents (including the form of agreements
attached thereto as exhibits) may be amended or supplemented with the consent of the Holders of at least a majority

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in an aggregate principal amount of the then outstanding Notes other than the Notes beneficially owned by the Par-
ent Guarantor or its Affiliates (including, without limitation, Additional Notes treated as the same class as the Initial
Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes), and any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium on, if any, or interest, if any, on, the Notes,
except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision
of this Indenture or the Notes or the Note Guarantees or the Security Documents may be waived with the consent of
the Holders of at least a majority in an aggregate principal amount of the then outstanding Notes other than the
Notes beneficially owned by the Parent Guarantor or its Affiliates (including, without limitation, Additional Notes
treated as the same class as the Initial Notes, if any) voting as a single class (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) ; provided that (x) if any
such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding un-
der this Indenture, then only the consent of the Holders of a majority in principal amount of the Notes of such series
then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer for
Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Notes in a man-
ner different and materially adverse relative to the manner such amendment or waiver affects other series of Notes,
then the consent of the Holders of a majority in principal amount of the Notes of such adversely affected series then
outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer for
Notes) shall be required. Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstand-
ing” for purposes of this Section 9.02.

Upon the request of the Co-Issuers accompanied by a resolution of the Board of Directors of the Parent
Guarantor authorizing the execution of any such amended or supplemental indenture, and upon the filing with the
Co-Trustees of evidence reasonably satisfactory to the Co-Trustees of the consent of the Holders of Notes as afore-
said, and upon receipt by the Co-Trustees of the documents described in Section 9.06, 13.04 and 13.05 hereof, the
Co-Trustees and/or the Collateral Agent, as applicable, will join with the Co-Issuers and the Guarantors in the exe-
cution of such amended or supplemental indenture or security document unless such amended or supplemental in-
denture or security document directly affects the Co-Trustees’ and/or the Collateral Agent’s, as applicable, own
rights, duties or immunities under this Indenture or otherwise, in which case the Co-Trustees and/or the Collateral
Agent may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture or secu-
rity document.

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular
form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance
thereof. A consent to any amendment or waiver under this Indenture or the Escrow Agreement by any Holder of
Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Co-Issuers will
send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Co-Issuers to send such notice, or any defect therein, will not, however, in any way impair or affect the
validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may
waive compliance in a particular instance by the Co-Issuers or Guarantors with any provision of this Indenture, the
Notes or any Note Guarantees. However, without the consent of each Holder of Notes affected, an amendment, sup-
plement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, sup-
plement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of
the provisions relating to the dates on which the Notes may be redeemed (other than altering or waiving
any of the provisions relating to the dates for the redemption periods set forth in this Indenture to the extent
that such alteration or waiver does not adversely affect the Holders of the Notes) or the redemption price
thereof with respect to the redemption of the Notes (other than provisions relating to Change of Control and
Asset Sales);

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 (3) reduce the rate of or change the time for payment of interest, including default interest,
on any Note (other than provisions relating to Change of Control and Asset Sales);

(4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or
interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a
majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default
that resulted from such acceleration);

(5) make any Note payable in anything other than U.S. dollars;

(6) impair the right of any Holder to institute suit for the enforcement of any payment of
principal of and interest on such Holder’s Notes on or after the due dates therefor;

(7) modify the obligation of the Co-Issuers to repurchase Notes pursuant to Section 3.11,
4.10 or 4.14 hereof, after the date of an event giving rise to such repurchase obligation; or

(8) make any change in the preceding amendment and waiver provisions.

In addition, without the consent of the Holders of at least 66 2/3% in principal amount of Notes then
outstanding, no amendment, supplement or waiver may modify any Security Document, the Intercreditor Agreements
or the provisions in this Indenture dealing with the Collateral or the Security Documents that would have the effect of
releasing all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the
terms of this Indenture, the Security Documents and the Intercreditor Agreements) or change or alter the priority of the
Liens in the Collateral.

Section 9.03 Net Short Holders.

In connection with any determination as to whether the requisite Holders have (A) consented (or not consented)
to any amendment, modification or waiver of any provision of the Indenture, any Security Document or any Inter-
creditor Agreement or any departure by the Parent Guarantor or any Restricted Subsidiary therefrom, (B) otherwise
acted on any matter related to the Indenture, any Security Document or any Intercreditor Agreement or (C) directed
or required by the Co-Trustees or the Collateral Agent to undertake any action (or refrain from taking any action)
with respect to, or under, the Indenture, any Security Document or any Intercreditor Agreement, any Holder (or any
Affiliate of such Person (provided that for purposes of this paragraph, Affiliates shall not include Persons that are
subject to customary procedures to prevent the sharing of confidential information between such Holders and such
Person and such Person is managed having independent fiduciary duties to the investors or other equityholders of
such Person) (other than any Holder that is a Regulated Bank) that, as a result of its (or its Affiliates’) interest in any
total return swap, total rate of return swap, credit default swap or other derivative contract (other than any such total
return swap, total rate of return swap, credit default swap or other derivative contract entered into pursuant to bona
fide market making activities), has a net short position on the date, if any, that such Holder consents to such amend-
ment, modification or waiver or takes an action of the type specified in clause (B) or (C) above (such later date, the
“date of determination”) with respect to the Notes or with respect to any other tranche, class or series of Indebted-
ness for borrowed money incurred or issued by the Parent Guarantor or any of its Restricted Subsidiaries on such
date of determination (including commitments with respect to any revolving credit facility) (each such item of In-
debtedness, including the Notes, “Specified Indebtedness”) (each such Holder, a “Net Short Holder”) shall be
deemed to have voted its interest as a Holder without discretion in the same proportion as the allocation of voting
with respect to such matter by Holders who are not Net Short Holders (including in any plan of reorganization). For
purposes of determining whether a Holder (alone or together with its Affiliates) has a “net short position” on any
date of determination: (i) derivative contracts with respect to any Specified Indebtedness and such contracts that are
the functional equivalent thereof shall be counted at the notional amount of such contract in Dollars, (ii) notional
amounts in other currencies shall be converted to the Dollar equivalent thereof by such Holder in a commercially
reasonable manner consistent with generally accepted financial practices and based on the prevailing conversion rate
(determined on a mid-market basis) on the date of determination, (iii) derivative contracts in respect of an index that
includes the Parent Guarantor or any Restricted Subsidiary or any instrument issued or guaranteed by the Parent
Guarantor or any Restricted Subsidiary shall not be deemed to create a short position with respect to such Specified

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Indebtedness, so long as (x) such index is not created, designed, administered or requested by such Holder or its Af-
filiates and (y) the Parent Guarantor and the Restricted Subsidiaries and any instrument issued or guaranteed by the
Parent Guarantor or the Restricted Subsidiaries, collectively, shall represent less than 5% of the components of such
index, (iv) derivative transactions that are documented using either the 2014 ISDA Credit Derivatives Definitions or
the 2003 ISDA Credit Derivatives Definitions (collectively, the “ISDA CDS Definitions”) shall be deemed to create
a short position with respect to the relevant Specified Indebtedness if such Holder or its Affiliates is a protection
buyer or the equivalent thereof for such derivative transaction and (x) the relevant Specified Indebtedness is a “Ref-
erence Obligation” under the terms of such derivative transaction (whether specified by name in the related docu-
mentation, included as a “Standard Reference Obligation” on the most recent list published by Markit, if “Standard
Reference Obligation” is specified as applicable in the relevant documentation or in any other manner), (y) the rele-
vant Specified Indebtedness would be a “Deliverable Obligation” under the terms of such derivative transaction or
(z) the Parent Guarantor or any Restricted Subsidiary is designated as a “Reference Entity” under the terms of such
derivative transaction and (v) credit derivative transactions or other derivatives transactions not documented using
the ISDA CDS Definitions shall be deemed to create a short position with respect to any Specified Indebtedness if
such transactions offer the Holder or its Affiliates protection against a decline in the value of such Specified Indebt-
edness, or in the credit quality of the Parent Guarantor or any other Restricted Subsidiary, in each case, other than as
part of an index so long as (x) such index is not created, designed, administered or requested by such Holder or its
Affiliates and (y) the Parent Guarantor and the Restricted Subsidiaries, and any instrument issued or guaranteed by
the Parent Guarantor or the other Restricted Subsidiaries, collectively, shall represent less than 5% of the compo-
nents of such index. In connection with any amendment, modification or waiver of the Indenture, any Security Doc-
ument or any Intercreditor Agreement, each Holder (other than any Holder that is a Regulated Bank) will be deemed
to have represented to the Co-Issuers and the Co-Trustees that it does not constitute a Net Short Holder, in each
case, unless such Holder shall have notified the Co-Issuers and the Co-Trustees prior to the requested response date
with respect to such amendment, modification or waiver that it constitutes a Net Short Holder (it being understood
and agreed that the Co-Issuers and the Co-Trustees shall be entitled to rely on each such representation and deemed
representation). In no event shall the Co-Trustees be obligated to ascertain, calculate, monitor, inquire or otherwise
make any determination as to whether any Holder is a Net Short Holder. In any case in which the Holder is DTC or
its nominee, each beneficial owner of the Notes agrees to notify DTC if it is a Net Short Holder and DTC shall be
entitled to conclusively rely thereon in delivering its consent to any amendment, modification or waiver of any pro-
vision of the Indenture, any Security Document or any Intercreditor Agreement.

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a

continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evi-
dences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.
However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Co-
Trustees receive written notice of revocation before the date on which the Co-Trustees receive an Officer’s Certifi-
cate certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore re-
voked such consent) to the amendment, supplement or waiver. An amendment, supplement or waiver becomes ef-
fective in accordance with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

The Co-Trustees may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Co-Issuers in exchange for all Notes may issue and the Co-Trustees shall, upon
receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

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

Section 9.06 Co-Trustees to Sign Amendments, etc.

The Co-Trustees and/or the Collateral Agent, as applicable, will sign any amended or supplemental inden-
ture or amendment or supplement of the Notes, any Note Guarantee or any Security Document, authorized pursuant
to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities

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of the Co-Trustees and/or the Collateral Agent, as applicable. The Co-Issuers may not sign an amended or supple-
mental indenture until the Board of Directors of the Parent Guarantor approves it. In executing any amended or sup-
plemental indenture or amendment or supplement of the Notes, any Note Guarantee or any Security Document, the
Co-Trustees and/or the Collateral Agent, as applicable, will be entitled to receive and (subject to Section 7.01
hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an
Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental inden-
ture or amendment or supplement of the Notes, any Note Guarantee or any Security Document, is authorized or per-
mitted by this Indenture and to the extent applicable, the Security Documents and that such supplemental indenture
or amendment or supplement of the Notes, any Note Guarantee or any Security Document, constitutes the legal,
valid and binding obligation of the Co-Issuers and the Guarantors, subject to customary exceptions.

Notwithstanding the foregoing, no Holder consent is required for the Collateral Agent to enter into, or to ef-
fect any amendment, modification or supplement to any Intercreditor Agreement or other intercreditor agreement or
arrangement permitted under, referred to in or contemplated by this Indenture or in any document pertaining to any In-
debtedness permitted thereby that is permitted to be secured by the Collateral, for the purpose of adding the holders of
such Indebtedness (or their representative) as a party thereto and otherwise causing such Indebtedness to be subject
thereto, in each case as contemplated by the terms of any such Intercreditor Agreement or such other intercreditor
agreement or arrangement permitted under, referred to in or contemplated by this Indenture, as applicable (it being un-
derstood that any such amendment or supplement may make such other changes to the applicable Intercreditor Agree-
ment as, in the good faith determination of the Co-Trustees or Collateral Agent, are required to effectuate the foregoing
and provided that such other changes are not directly adverse, in any material respect (taken as a whole), to the interests
of the Holders of the Notes); provided, further, that no such agreement shall amend, modify or otherwise affect the
rights or duties of the Co-Trustees or Notes Collateral under this Indenture without the prior written consent of the Co-
Trustees or Collateral Agent, as applicable.

ARTICLE 10
NOTE GUARANTEES

Section 10.01 Guarantee.

(a) Subject to this Article 10, each of the Guarantors that executes this Indenture or a supple-
mental indenture hereto, from and after the date of such execution, jointly and severally, irrevocably, fully
and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Co-Trustees and
to the Co-Trustees and their successors and assigns, irrespective of the validity and enforceability of this In-
denture, the Notes or the obligations of the Co-Issuers hereunder or thereunder, that:

(1) the principal of, premium on, if any, and interest on, the Notes will be promptly paid in
full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of, premium on, if any, and interest on, the Notes, if lawful, and all other obligations of the Co-
Issuers to the Holders or the Co-Trustees hereunder or thereunder will be promptly paid in full or per-
formed, all in accordance with the terms hereof and thereof (including, without limitation, interest accruing
after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, ar-
rangement, receivership or like proceeding, relating to the Co-Issuers or any Guarantor whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Sec-
tion 7.07); and

(2) in case of any extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees
that this is a guarantee of payment and not a guarantee of collection.

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 (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespec-
tive of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or
thereof, the recovery of any judgment against the Co-Issuers, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.
Each Guarantor hereby waives (to the fullest extent permitted by law) diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the Co-Issuers, any right
to require a proceeding first against the Co-Issuers, protest, notice and all demands whatsoever and cove-
nants that this Note Guarantee will not be discharged except by complete performance of the obligations
contained in the Notes and this Indenture.

(c) If any Holder or Co-Trustee is required by any court or otherwise to return to the Co-Issu-
ers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the
Co-Issuers or the Guarantors, any amount paid by either the Co-Trustees or such Holder, this Note Guaran-
tee, to the extent theretofore discharged, will be reinstated in full force and effect.

(d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to
the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaran-
teed hereby.

(e) Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the
Holders and the Co-Trustees, on the other hand, (1) the maturity of the obligations guaranteed hereby may
be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed
hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6
hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the
Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Hold-
ers under the Note Guarantee.

Section 10.02 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all
such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance or transfer
at undervalue for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal, state, provincial or territorial law to the extent applicable to any Note Guarantee.
To effectuate the foregoing intention, the Co-Trustees, the Holders and the U.S. Guarantors hereby irrevocably agree
that the obligations of such U.S. Guarantor will be limited to the maximum amount that will, after giving effect to
such maximum amount and all other contingent and fixed liabilities of such U.S. Guarantor that are relevant under
such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by
or on behalf of any other Guarantor in respect of the obligations of such other U.S. Guarantor under this Article 10,
result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or convey-
ance.

The guarantee of any Non-North American Restricted Subsidiary that becomes a Guarantor after the Com-
pletion Date shall be subject to any limitations relating to that Non-North American Restricted Subsidiary on the
amount guaranteed or to the extent of the recourse of the beneficiaries of the guarantee as set out in the relevant
supplemental indenture and agreed with the Co-Trustees (acting reasonably and in accordance with the Agreed Secu-
rity Principles).

Section 10.03 Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a nota-
tion of such Note Guarantee substantially in the form attached as Exhibit D hereto will be endorsed by the manual or
facsimile signature of an Officer of such Guarantor on each Note authenticated and delivered by the Co-Trustees and

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that this Indenture or a supplemental indenture hereto will be executed on behalf of such Guarantor by one of its Of-
ficers.

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will remain in full
force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer whose signature is on this Indenture or a supplemental indenture hereto or on the Note Guar-
antee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is en-
dorsed, the Note Guarantee will be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due de-
livery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

In the event that the Parent Guarantor or any of its Restricted Subsidiaries creates or acquires any Wholly-
Owned Domestic Restricted Subsidiary, Wholly-Owned Canadian Restricted Subsidiary or Wholly-Owned U.K.
Restricted Subsidiary after the Completion Date, if required by Section 4.16 hereof, the Parent Guarantor will cause
such Wholly-Owned Domestic Restricted Subsidiary, Wholly-Owned Canadian Restricted Subsidiary or Wholly-
Owned U.K. Restricted Subsidiary to comply with the provisions of Section 4.16 hereof and this Article 10, to the
extent applicable.

Neither the Parent Guarantor nor any Guarantor shall be required to make a notation on the Notes to reflect
a Note Guarantee or any release, termination or discharge thereof.

Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.

Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or
substantially all of its assets to, or consolidate with or merge or amalgamate with or into (whether or not such Guar-
antor is the surviving Person) another Person, other than the Co-Issuers or another Guarantor, unless either:

(1) subject to Section 10.05 hereof, the Person acquiring the property in any such
sale or disposition or the Person formed by or surviving or continuing following any such consoli-
dation, amalgamation or merger unconditionally assumes all the obligations of that Guarantor un-
der its Note Guarantee and this Indenture, on the terms set forth therein or herein, pursuant to a
supplemental indenture; or

(2) such sale, other disposition, consolidation, amalgamation or merger is permitted

and the Net Proceeds of such sale or other disposition if any and if required are applied in accord-
ance with, in each case, the applicable provisions of this Indenture, including without limitation,
Section 4.10 hereof.

In case of any such consolidation, merger, amalgamation, sale or conveyance and upon the assumption by
the successor Person, by supplemental indenture, executed and delivered to the Co-Trustees and satisfactory in form
to the Co-Trustees, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed
to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such suc-
cessor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the
Notes issuable hereunder which theretofore shall not have been signed by the Co-Issuers and delivered to the Co-
Trustees. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this In-
denture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as
though all of such Note Guarantees had been issued at the date of the execution hereof.

Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes will
prevent any consolidation, amalgamation or merger of a Guarantor with or into the Co-Issuers or another Guarantor,
or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to
the Co-Issuers or another Guarantor.

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Section 10.05 Releases.

A Note Guarantee of a Subsidiary Guarantor will be automatically and unconditionally released and dis-
charged upon:

(1) the sale, exchange, disposition or other transfer (including through merger, arrangement,
amalgamation or consolidation) of (x) the Capital Stock of such Guarantor to a Person that is not (either
before or after giving effect to such transaction) either of the Co-Issuers or a Restricted Subsidiary of the
Parent Guarantor, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or (y) all or
substantially all the assets of such Guarantor if such sale, exchange, disposition or other transfer is made in
compliance with this Indenture and such entity is not a guarantor or a borrower (if applicable) of the obliga-
tions under the ABL Credit Agreement (or is contemporaneously released therefrom);

(2) the Co-Issuers designating such Guarantor to be an Unrestricted Subsidiary in accordance

with the provisions set forth under Section 4.07 and the definition of “Unrestricted Subsidiary;”

(3) in the case of any Restricted Subsidiary that after the Completion Date is required to
guarantee the Notes pursuant Section 4.16, the release or discharge of the guarantee by such Restricted
Subsidiary of Indebtedness that gave rise to such guarantee whether such release or discharge occurs upon
any action, event, circumstance or occurrence in accordance with the terms thereof or the repayment of the
Indebtedness, in each case, that resulted in the obligation to guarantee the Notes, except if a release or dis-
charge is by or as a result of payment in connection with the enforcement of remedies under such other
guarantee or Indebtedness (it being understood that a release subject to a contingent reinstatement is still
considered a release and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated
to the extent that such Guarantor would then be required to provide a Guarantee pursuant Section 4.16);

(4) in the case of any Subsidiary Guarantor that becomes an Excluded Subsidiary, the release
or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Co-Issuers under the
ABL Credit Agreement whether such release or discharge occurs upon any action, event, circumstance or
occurrence in accordance with the terms thereof or the repayment of the Indebtedness, in each case, under
the ABL Credit Agreement and any other then-outstanding Certain Capital Markets Debt, except if a re-
lease or discharge is by or as a result of payment in connection with the enforcement of remedies under
such other guarantee or Indebtedness (except to the extent that such Guarantor would then be required to
provide a Guarantee pursuant Section 4.16);

(5) the Co-Issuers’ exercise of their legal defeasance option or covenant defeasance option as
described under Article 8, or if the Co-Issuers’ Obligations under this Indenture are discharged in accord-
ance with the terms of this Indenture; and

(6) such Guarantor ceasing to be a guarantor (or borrower, if applicable) under the ABL
Credit Agreement in accordance with the terms thereof, in each case, other than pursuant to a repayment or
refinancing of the ABL Credit Agreement (other than in connection with the termination or payoff of the
ABL Credit Agreement) (except to the extent that such Guarantor would then be required to provide a
Guarantee pursuant to Section 4.16).

Section 10.06 Independent Obligation.

As an original and independent obligation, each Guarantor shall (i) indemnify each Co-Trustee and Holder
and their successors, endorsees, transferees and assigns and keep the Co-Trustees and Holders indemnified against all
costs, losses, expenses and liabilities of whatever kind resulting from the failure by the Co-Issuers, or any of them, to
make due and punctual payment of any of the obligations guaranteed under this Article 10 or resulting from any of
such obligations being or becoming void, voidable, unenforceable or ineffective against any Co-Issuer or Guarantor
(including, but without limitation, all legal and other costs, charges and expenses incurred by the Co-Trustees or
Holders, or any of them, in connection with preserving or enforcing, or attempting to preserve or enforce, its rights
under this Article 10); and (ii) pay on demand the amount of such costs, losses, expenses and liabilities whether or not

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any of the Co-Trustees or Holders has attempted to enforce any rights against any Co-Issuer or Guarantor or any other
Person or otherwise.

ARTICLE 11
SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

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

(1) either:

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes
that have been replaced or paid and Notes for whose payment money has been deposited in trust
and thereafter repaid to the Co-Issuers or discharged from such trust, have been cancelled or deliv-
ered to the Trustee or Co-Trustee for cancellation; or

(b) all such Notes have become due and payable at final maturity or by reason of the
mailing of a notice of redemption or will become due and payable within one year or will be re-
deemed within one year under arrangements satisfactory to the Co-Trustees for the giving of a no-
tice of redemption in the name and at the expense of the Co-Issuers and the Co-Issuers or any
Guarantor has irrevocably deposited or caused to be deposited with the Trustee or Co-Trustee as
trust funds in trust solely for the benefit of the Holders, (i) cash in U.S. dollars in an amount, (ii)
non-callable Government Securities, the scheduled payments of principal of and interest thereon
will be in an amount, or (iii) a combination thereof in amounts, as will be sufficient (in case Gov-
ernment Securities have been deposited, in the opinion of a nationally recognized investment
bank, appraisal firm or firm of independent public accountants certified in writing to the Co-Trus-
tees), without consideration of any reinvestment of interest, to pay and discharge the entire Indebt-
edness on such Notes for principal of, premium on, if any, and interest, if any, on, the Notes to the
date of maturity or redemption;

(2) the Co-Issuers have or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and

(3) the Co-Issuers have delivered irrevocable instructions to the Trustee or the Co-Trustee as
applicable (with a copy to the Trustee or Co-Trustee, as applicable) under this Indenture to apply the depos-
ited money toward the payment of the Notes to maturity or to the redemption date, as the case may be.

In addition, the Co-Issuers must deliver an Officer’s Certificate and an opinion of counsel to the Co-Trustees stating
that all conditions precedent to satisfaction and discharge have been satisfied.

Section 11.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money and non-callable Government Securities (in-
cluding the proceeds thereof) deposited with the Co-Trustees pursuant to Section 11.01 hereof shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly
or through any Paying Agent (including the either Co-Issuer acting as its own Paying Agent) as the Co-Trustees may
determine, to the Persons entitled thereto, of the principal, premium, if any, and interest for whose payment such
money has been deposited with the Co-Trustees; but such money need not be segregated from other funds except to
the extent required by law.

If either of the Co-Trustees or Paying Agent is unable to apply any money or Government Securities in ac-
cordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Co-Issuers’ and

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any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit
had occurred pursuant to Section 11.01 hereof; provided that if the Co-Issuers have made any payment of principal
of, premium on, if any, or interest on, any Notes because of the reinstatement of their obligations, the Co-Issuers
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Govern-
ment Securities held by the Co-Trustees or Paying Agent.

The Co-Issuers will pay and indemnify the Co-Trustees against any tax, fee or other charge imposed on or
assessed against the cash or non-callable Government Securities deposited pursuant to Section 11.01 hereof or the
principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 11 to the contrary, the Co-Trustees will deliver or pay to the Co-
Issuers from time to time upon the request of the Co-Issuers any money or non-callable Government Securities held
by it as provided in Section 11.01 hereof which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Co-Trustees, are in excess of the amount
thereof that would then be required to be deposited to effect a discharge in accordance with this Article 11.

ARTICLE 12
COLLATERAL

Section 12.01 The Collateral.

From and after the Completion Date, the due and punctual payment of the principal of, premium, if any,
and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest
payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of
and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other
obligations of the Co-Issuers and the Guarantors under this Indenture, and the Notes and the Security Documents,
shall be secured as provided in the Security Documents (upon the entry into such documents), which will define the
terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements and, in the
case of the Non-North American Guarantors and/or Non-North American Collateral, the Agreed Security Principles.
The Co-Issuers and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for its
benefit and for the benefit of all of the Holders and the Co-Trustees, in each case pursuant to the terms of the Secu-
rity Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and de-
liver the Security Documents and the Intercreditor Agreements. Each Holder, by its acceptance of any Notes, con-
sents and agrees to the terms of the Security Documents and the Intercreditor Agreements (including the provisions
providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or may be
amended from time to time in accordance with their terms and this Indenture and the Intercreditor Agreements, and
authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreements on
the Completion Date, and at any time after the Completion Date, and to perform its obligations and exercise its
rights thereunder in accordance therewith. The Collateral Agent, the Co-Trustees and each Holder, by accepting the
Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor
Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collat-
eral Agent and the Co-Trustees, and that the Lien of this Indenture and the Security Documents in respect of the
Collateral Agent, the Co-Trustees and the Holders is subject to and qualified and limited in all respects by the Secu-
rity Documents and the Intercreditor Agreements and actions that may be taken thereunder.

From and after the Completion Date, subject to the limitations set forth in the Security Documents, the Co-
Issuers and each of the Guarantors will execute, deliver and file, if applicable any and all documents, financing
statements, financing change statements, registrations, agreements and instruments, and take all action that may be
reasonably required under applicable law (including the filing of continuation financing statements and amendments
to financing statements or equivalent Canadian financing statements or registrations), or that the Collateral Agent
may reasonably request, in order to grant, preserve, protect and perfect (or make opposable against third parties in
the case of Quebec) the validity and priority of the Liens created or intended to be created by the Security Docu-
ments in the Collateral, subject to the terms of the Intercreditor Agreements and, in the case of the Non-North Amer-
ican Guarantors and/or Non-North American Collateral, the Agreed Security Principles and Legal Reservations.

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Section 12.02 Release of Collateral.

(A) In addition to releases pursuant to any Intercreditor Agreement, the Co-Issuers and the Guarantors
will be entitled to the release of property and other assets constituting Collateral from the Liens securing the Notes
and the Notes Obligations under any one or more of the following circumstances:

(1) to enable a Co-Issuer or a Guarantor to consummate the sale, transfer or other disposition
(including by the termination of capital leases or the repossession of the leased property in a capital lease
by the lessor) of such property or assets (to a Person that is not a Co-Issuer or a Guarantor) to the extent not
prohibited under Section 4.10;

(2) upon the release of a Guarantor from its Guarantee with respect to the Notes pursuant to
this Indenture;

(3) to the extent such Collateral otherwise becomes Excluded Assets;

(4) as described under Article 9;

(5) upon any release or termination of the Lien on any ABL Priority Collateral securing the
ABL Credit Agreement other than pursuant to a repayment or refinancing of the ABL Credit Agreement; or

(6) with respect to any Non-North American Guarantor, in accordance with the Agreed Secu-
rity Principles.

(B) The Liens on the Collateral securing the Notes and the Guarantees also will be automatically re-
leased (i) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all
other Obligations under this Indenture, the Guarantees and the Security Documents that are due and payable at or
prior to the time such principal, together with accrued and unpaid interest, are paid, (ii) upon a legal defeasance or
covenant defeasance under this Indenture as described under Article 8 or upon the satisfaction and discharge of this
Indenture as described under Article 11 or (iii) pursuant to any Intercreditor Agreement. The Holders also irrevoca-
bly authorize the Collateral Agent (a) to enter into and sign for and on behalf of the Notes Secured Parties, the Secu-
rity Documents (including any subordination or intercreditor agreements with respect to Indebtedness and Liens per-
mitted under this Indenture to the extent the Collateral Agent is otherwise contemplated under this Indenture as be-
ing a party to such intercreditor or subordination agreement) for the benefit of the Notes Secured Parties and (b) to
release or subordinate any Lien on any property granted to or held by the Collateral Agent to the holder of any Lien
on such property that is permitted by clause (6) of the definition of “Permitted Liens” to the extent required by the
holder of, or pursuant to the terms of any agreement governing, the obligations secured by such Liens.

(C) In each case described in the foregoing, upon receipt of an Officer’s Certificate stating that all
conditions precedent under this Indenture and the Security Documents, as applicable, to such release have been met
and any necessary or proper instruments of termination, satisfaction or release prepared by the Co-Issuers, the Col-
lateral Agent will, at the Co-Issuers’ expense, execute and deliver to the Co-Issuers or the applicable Guarantor such
documents as the Co-Issuers or such Guarantor may reasonably request to evidence the release of such item of Col-
lateral from the Lien granted under the Security Documents or to subordinate its interest in such item, or to evidence
the release of such Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of
this Indenture and applicable Security Documents.

(D) The release of any Collateral in accordance with the terms of this Indenture and the Security Doc-
uments shall not be deemed to impair the security under this Indenture on any remaining Collateral or affect the Lien
of this Indenture or the Security Documents on any remaining Collateral pursuant to this Indenture, the Security
Documents or the Intercreditor Agreements.

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Section 12.03 Suits to Protect the Collateral.

Subject to the provisions of Article 7 and the Security Documents and the Intercreditor Agreements, the
Co-Trustees may or may direct the Collateral Agent to take all actions it determines in order to:

(a) enforce any of the terms of the Security Documents; and

(b) collect and receive any and all amounts payable in respect of the Obligations hereunder.

Subject to the provisions of the Security Documents and the Intercreditor Agreements, the Co-Trustees and the Col-
lateral Agent shall have the power to institute and to maintain such suits and proceedings as the Co-Trustees may
determine to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of
the Security Documents or this Indenture, and such suits and proceedings as the Co-Trustees may determine to pre-
serve or protect its interests and the interests of the Holders in the Collateral. Nothing in this Section 12.03 shall be
considered to impose any such duty or obligation to act on the part of the Co-Trustees or the Collateral Agent.

Section 12.04 Authorization of Receipt of Funds by the Co-Trustees Under the Security Documents.

Subject to the provisions of the Intercreditor Agreements, the Co-Trustees are authorized to receive any
funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of
such funds to the Holders according to the provisions of this Indenture.

Section 12.05 Purchaser Protected.

In no event shall any purchaser in good faith of any property purported to be released hereunder be bound
to ascertain the authority of the Collateral Agent or the Co-Trustees to execute the release or to inquire as to the sat-
isfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the appli-
cation of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee
of any property or rights permitted by this Article 12 to be sold be under any obligation to ascertain or inquire into
the authority of the Co-Issuers or the applicable Guarantor to make any such sale or other transfer.

Section 12.06 Powers Exercisable by Receiver or Trustee.

In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers con-
ferred in this Article 12 upon the Co-Issuers or a Guarantor with respect to the release, sale or other disposition of
such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee
shall be deemed the equivalent of any similar instrument of the Co-Issuers or a Guarantor or of any Officer or Offic-
ers thereof required by the provisions of this Article 12; and if the Co-Trustees shall be in the possession of the Col-
lateral under any provision of this Indenture, then such powers may be exercised by the Trustee.

Section 12.07 Release Upon Termination of the Co-Issuers’ Obligations.

In the event that the Co-Issuers deliver to the Co-Trustees an Officer’s Certificate certifying that (i) pay-
ment in full of the principal of, together with accrued and unpaid interest and Additional Amounts on, the Notes and
all other Obligations under this Indenture, the Notes, the Guarantees and the Security Documents that were due and
payable at or prior to the time such principal, together with accrued and unpaid interest and Additional Amounts,
were paid, (ii) the Co-Issuers shall have exercised their Legal Defeasance option or its Covenant Defeasance option,
in each case in compliance with the provisions of Article 8, or (iii) the Co-Issuers have discharged this Indenture and
the Security Documents described under Article 11, and in each case, an Opinion of Counsel stating that all condi-
tions precedent to such Legal Defeasance, Covenant Defeasance or discharge, as applicable, have been satisfied, the
Co-Trustees and/or the Collateral Agent, as applicable, shall deliver to the Co-Issuers a release of Lien in the Collat-
eral without recourse, representations or warranties and shall do or cause to be done (at the expense of the Co-Issu-
ers) all acts reasonably requested of them to promptly release such Lien.

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Section 12.08 Collateral Agent.

(a) The Co-Trustees and each of the Holders by acceptance of the Notes hereby designates
and appoints the Collateral Agent as its agent under this Indenture, the Security Documents and the Inter-
creditor Agreements and the Co-Trustees and each of the Holders by acceptance of the Notes hereby irrevo-
cably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture,
the Security Documents and the Intercreditor Agreements and to exercise such powers and perform such du-
ties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Security Documents
and the Intercreditor Agreements, and consents and agrees to the terms of the Intercreditor Agreements and
each Security Document, as the same may be in effect or may be amended, restated, supplemented or other-
wise modified from time to time in accordance with their respective terms. The Collateral Agent agrees to
act as such on the express conditions contained in this Section 12.08. Each Holder agrees that any action
taken by the Collateral Agent in accordance with the provision of this Indenture, the Intercreditor Agree-
ments and the Security Documents, and the exercise by the Collateral Agent of any rights or remedies set
forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to
the contrary contained elsewhere in this Indenture, the Security Documents and the Intercreditor Agree-
ments, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral
Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security
Documents and the Intercreditor Agreements to which the Collateral Agent is a party, nor shall the Collat-
eral Agent have or be deemed to have any trust or other fiduciary relationship with the Co-Trustees, any
Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Indenture, the Security Documents and the Intercreditor Agreements or otherwise exist
against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term
“agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such
term is used merely as a matter of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.

(b) The Collateral Agent may perform any of its duties under this Indenture, the Security Doc-
uments or the Intercreditor Agreements by or through receivers, agents, employees, attorneys-in-fact or with
respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees,
agents, advisors and attorneys-in-fact of such Person and its Affiliates and branches (a “Related Person”),
and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be enti-
tled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by
legal counsel. The Collateral Agent shall not be responsible for the negligence or misconduct of any re-
ceiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made
in good faith and with due care.

(c) None of the Collateral Agent or any of its respective Related Persons shall (i) be liable for
any action taken or omitted to be taken by any of them under or in connection with this Indenture or the
transactions contemplated hereby (except for its own gross negligence or willful misconduct) or under or in
connection with any Security Document or the Intercreditor Agreements or the transactions contemplated
thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to
any of the Co-Trustees or any Holder for any recital, statement, representation, warranty, covenant or agree-
ment made by Co-Issuers or any other Grantor (as defined in a Security Agreement or similar term used in a
Security Agreement) or Affiliate of any Grantor, or any Officer or Related Person thereof, contained in this
Indenture, the Security Documents or the Intercreditor Agreements, or in any certificate, report, statement or
other document referred to or provided for in, or received by the Collateral Agent under or in connection
with, this Indenture, the Security Documents or the Intercreditor Agreements, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Indenture, the Security Documents or the Intercreditor
Agreements, or for any failure of any Grantor or any other party to this Indenture, the Security Documents
or the Intercreditor Agreements to perform its obligations hereunder or thereunder. None of the Collateral
Agent or any of its respective Related Persons shall be under any obligation to the Co-Trustees or any
Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in,
or conditions of, this Indenture, the Security Documents or the Intercreditor Agreements or to inspect the
properties, books, or records of any Grantor or any Grantor’s Affiliates.

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 (d) The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon
any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, tele-
phone message, statement, or other communication, document or conversation (including those by telephone
or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Per-
son or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to
the Co-Issuers or any other Grantor), independent accountants and other experts and advisors selected by the
Collateral Agent. The Collateral Agent shall not be bound to make any investigation into the facts or mat-
ters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, or other paper or document. The Collateral Agent shall be fully justified in
failing or refusing to take any action under this Indenture, the Security Documents or the Intercreditor
Agreements unless it shall first receive such request, direction, instruction or consent of the Holders of a ma-
jority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be in-
demnified to its satisfaction by the Holders against any and all liability and expense which may be incurred
by it by reason of taking or continuing to take any such action. The Collateral Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Indenture, the Security Documents or the
Intercreditor Agreements in accordance with a request, direction, instruction or consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes and such request and any action taken
or failure to act pursuant thereto shall be binding upon all of the Holders.

(e) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence
of any Default or Event of Default, unless a Responsible Officer of the Collateral Agent shall have received
written notice from the Co-Trustees or the Co-Issuers referring to this Indenture, describing such Default or
Event of Default and stating that such notice is a “notice of default.” The Collateral Agent shall take such
action with respect to such Default or Event of Default as may be requested in accordance with Article 6 by
the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 12.08).

(f) The Collateral Agent may resign at any time by notice to the Co-Trustees (if one of the
Co-Trustees is not also acting as Collateral Agent hereunder) and the Co-Issuers, such resignation to be ef-
fective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral
Agent resigns under this Indenture, the Co-Issuers shall appoint a successor collateral agent. If no successor
collateral agent is appointed prior to the intended effective date of the resignation of the Collateral Agent (as
stated in the notice of resignation), the Trustee, at the direction of the Holders of a majority of the aggregate
principal amount of the Notes then outstanding, may appoint a successor collateral agent, subject to the con-
sent of the Co-Issuers (which consent shall not be unreasonably withheld and which shall not be required
during a continuing Event of Default). If no successor collateral agent is appointed and consented to by the
Co-Issuers pursuant to the preceding sentence within thirty (30) days after the intended effective date of res-
ignation (as stated in the notice of resignation) the Collateral Agent shall be entitled to petition a court of
competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collat-
eral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the
retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the
retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. Af-
ter the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 12.08 (and Section
7.07) shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of such resig-
nation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it
was the Collateral Agent under this Indenture.

(g) Ankura Trust Company, LLC shall initially act as Collateral Agent and shall be authorized
to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided
herein or in the Security Documents or the Intercreditor Agreements, neither the Collateral Agent nor any of
its respective officers, directors, employees or agents or other Related Persons shall be liable for failure to
demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obli-
gation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other
action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent shall be accounta-
ble only for amounts that it actually receives as a result of the exercise of such powers, and neither the Col-
lateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure

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to act hereunder, except for its own gross negligence or willful misconduct, as determined by a final order of
a court of competent jurisdiction.

(h) The Collateral Agent is authorized and directed to (i) enter into the Security Documents to
which it is party, whether executed on or after the Issue Date, (ii) enter into the Intercreditor Agreements,
(iii) make the representations of the Holders set forth in the Security Documents and Intercreditor Agree-
ments, (iv) bind the Holders on the terms as set forth in the Security Documents and the Intercreditor Agree-
ments and (v) perform and observe its obligations under the Security Documents and the Intercreditor
Agreements.

(i) If at any time or times the Co-Trustees shall receive (i) by payment, foreclosure, set-off or
otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relat-
ing to, this Indenture, except for any such proceeds or payments received by the Co-Trustees from the Col-
lateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Collateral Agent in excess of
the amount required to be paid to the Co-Trustees pursuant to Article 6, the Co-Trustees shall promptly turn
the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate
the same to the Collateral Agent such proceeds to be applied by the Collateral Agent pursuant to the terms of
this Indenture, the Security Documents and the Intercreditor Agreements.

(j) The Collateral Agent is each Holder’s agent for the purpose of perfecting (or making op-
posable against third parties in the case of Quebec) the Holders’ security interest or hypothecs in assets
which, in accordance with Article 9 of the Uniform Commercial Code, the Canadian PPSA or the STA can
be perfected (or made opposable against third parties in the case of Quebec) only by possession. Should the
Co-Trustees obtain possession of any such Collateral, upon request from the Co-Issuers, the Co-Trustees
shall notify the Collateral Agent thereof and promptly shall deliver such Collateral to the Collateral Agent or
otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.

(k) The Collateral Agent shall have no obligation whatsoever to the Co-Trustees or any of the
Holders to assure that the Collateral exists or is owned by any Grantor or is cared for, protected, or insured
or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully
created, perfected (or made opposable against third parties in the case of Quebec), protected, maintained or
enforced or are entitled to any particular priority, or to determine whether all or the Grantor’s property con-
stituting collateral intended to be subject to the Lien of the Security Documents has been properly and com-
pletely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency
thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure,
or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the
Collateral Agent pursuant to this Indenture, any Security Document or the Intercreditor Agreements other
than pursuant to the instructions of the Co-Trustees or the Holders of a majority in aggregate principal
amount of the Notes or as otherwise provided in the Security Documents.

(l) If the Co-Issuers or any Guarantor (i) incurs any obligations in respect of First Lien Obli-
gations, ABL Obligations or Permitted Junior Lien Obligations at any time when no applicable intercreditor
agreement is in effect or at any time when Indebtedness constituting First Lien Obligations, ABL Obliga-
tions or Permitted Junior Lien Obligations entitled to the benefit of an existing Intercreditor Agreement is
concurrently retired, and (ii) delivers to the Collateral Agent an Officer’s Certificate so stating and request-
ing the Collateral Agent to enter into an intercreditor agreement (on substantially the same terms as the ap-
plicable Intercreditor Agreement) in favor of a designated agent or representative for the holders of the First
Lien Obligations, ABL Obligations or Permitted Junior Lien Obligations so incurred, together with an Opin-
ion of Counsel, the Collateral Agent shall (and is hereby authorized and directed to) enter into such inter-
creditor agreement (at the sole and reasonable expense and cost of the Co-Issuers, including reasonable legal
fees and expenses of outside counsel to the Collateral Agent), bind the Holders on the terms set forth therein
and perform and observe its obligations thereunder; provided that neither an Officer’s Certificate nor an
Opinion of Counsel shall be required in connection with the applicable Intercreditor Agreements to be en-
tered into by the Collateral Agent on the Completion Date.

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 (m) No provision of this Indenture, the Intercreditor Agreements or any Security Document
shall require the Collateral Agent (or the Co-Trustees) to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take
any action hereunder or thereunder or take any action at the request or direction of Holders (or the Co-Trus-
tees in the case of the Collateral Agent) if it shall have received indemnity satisfactory to the Collateral
Agent and the Co-Trustees against potential costs and liabilities incurred by the Collateral Agent relating
thereto. Notwithstanding anything to the contrary contained in this Indenture, the Intercreditor Agreements
or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to
foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral
Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct
any studies of any property under the mortgages or take any such other action if the Collateral Agent has
determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on
or from, the Collateral or such property, of any hazardous substances. The Collateral Agent shall at any time
be entitled to cease taking any action described in this clause if it no longer reasonably deems any indem-
nity, security or undertaking from the Parent Guarantor or the Holders to be sufficient.

(n) The Collateral Agent (i) shall not be liable for any action taken or omitted to be taken by it
in connection with this Indenture, the Intercreditor Agreements and the Security Documents or instrument
referred to herein or therein, except to the extent that any of the foregoing are found by a final, non-appeala-
ble judgment of a court of competent jurisdiction to have resulted from its own gross negligence or willful
misconduct, (ii) shall not be liable for interest on any money received by it except as the Collateral Agent
may agree in writing with the Co-Issuers and (iii) may consult with counsel of its selection and the advice or
opinion of such counsel shall be full and complete authorization and protection from liability in respect of
any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such
counsel. The grant of permissive rights or powers to the Collateral Agent shall not be construed to impose
duties to act.

(o) Neither the Collateral Agent nor the Co-Trustees shall be liable for delays or failures in
performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God,
strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire,
communication line failures, computer viruses, power failures, earthquakes or other disasters. Neither the
Collateral Agent nor the Co-Trustees shall be liable for any indirect, special, punitive, incidental or conse-
quential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the
likelihood thereof and regardless of the form of action.

(p) The Collateral Agent does not assume any responsibility for any failure or delay in perfor-
mance or any breach by the Parent Guarantor or any other Grantor under this Indenture, the Intercreditor
Agreements and the Security Documents. The Collateral Agent shall not be responsible to the Holders or
any other Person for any recitals, statements, information, representations or warranties contained in this In-
denture, the Security Documents, the Intercreditor Agreements or in any certificate, report, statement, or
other document referred to or provided for in, or received by the Collateral Agent under or in connection
with, this Indenture, the Intercreditor Agreements or any Security Document; the execution, validity, genu-
ineness, effectiveness or enforceability of the Intercreditor Agreements and any Security Documents of any
other party thereto; the genuineness, enforceability, collectability, value, sufficiency, location or existence of
any Collateral, or the validity, effectiveness, enforceability, sufficiency, extent, perfection (or opposability
against third parties in the case of Quebec) or priority of any Lien therein; the validity, enforceability or col-
lectability of any Obligations; the assets, liabilities, financial condition, results of operations, business, cre-
ditworthiness or legal status of any obligor; or for any failure of any obligor to perform its Obligations under
this Indenture, the Intercreditor Agreements and the Security Documents. The Collateral Agent shall have
no obligation to any Holder or any other Person to ascertain or inquire into the existence of any Default or
Event of Default, the observance or performance by any obligor of any terms of this Indenture, the Intercred-
itor Agreements and the Security Documents, or the satisfaction of any conditions precedent contained in
this Indenture, the Intercreditor Agreements and any Security Documents. The Collateral Agent shall not be
required to initiate or conduct any litigation or collection or other proceeding under this Indenture, the Inter-
creditor Agreements and the Security Documents unless expressly set forth hereunder or thereunder. The

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Collateral Agent shall have the right at any time to seek instructions from the Holders with respect to the
administration of this Indenture, the Security Documents and the Intercreditor Agreements.

(q) The parties hereto and the Holders hereby agree and acknowledge that neither the Collat-
eral Agent nor the Co-Trustees shall assume, be responsible for or otherwise be obligated for any liabilities,
claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages
(including foreseeable and unforeseeable), judgments, expenses and costs (including but not limited to, any
remediation, corrective action, response, removal or remedial action, or investigation, operations and
maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind
whatsoever, pursuant to any environmental law as a result of this Indenture, the Intercreditor Agreements,
the Security Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the
Holders hereby agree and acknowledge that in the exercise of its rights under this Indenture, the Intercreditor
Agreements and the Security Documents, the Collateral Agent may hold or obtain indicia of ownership pri-
marily to protect the security interest or hypothec of the Collateral Agent in the Collateral and that any such
actions taken by the Collateral Agent shall not be construed as or otherwise constitute any participation in
the management of such Collateral. In the event that the Collateral Agent or the Co-Trustees is required to
acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto which in
the Collateral Agent’s or the Trustee’s, as applicable, sole discretion may cause the Collateral Agent or the
Co-Trustees to be considered an “owner or operator” under the provisions of the Comprehensive Environ-
mental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise
cause the Collateral Agent or the Co-Trustees to incur liability under CERCLA or any other federal, state,
provincial, territorial, local or foreign law, each of the Collateral Agent and the Trustee, as applicable, re-
serves the right, instead of taking such action, to either resign as the Collateral Agent or the Co-Trustees or
arrange for the transfer of the title or control of the asset to a court-appointed receiver. Neither the Collateral
Agent nor the Co-Trustees shall be liable to the Co-Issuers, the Guarantors or any other Person for any envi-
ronmental claims or contribution actions under any federal, state, provincial, territorial, local or foreign law,
rule or regulation by reason of the Collateral Agent or the Trustee’s actions and conduct as authorized, em-
powered and directed hereunder or relating to the discharge, release or threatened release of hazardous mate-
rials into the environment. If at any time it is necessary or advisable for property to be possessed, owned,
operated or managed by any Person (including the Collateral Agent or the Co-Trustees) other than the Co-
Issuers or the Guarantors, a majority in interest of Holders shall direct the Collateral Agent or the Co-Trus-
tees to appoint an appropriately qualified Person (excluding the Collateral Agent or the Trustee) who they
shall designate to possess, own, operate or manage, as the case may be, the property.

(r) Upon the receipt by the Collateral Agent of a written request of the Co-Issuers signed by
an Officer (a “Security Document Order”), the Collateral Agent is hereby authorized to execute and enter
into, and shall execute and enter into, without the further consent of any Holder or the Trustee, any Security
Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being
delivered to the Collateral Agent pursuant to, and is a Security Document Order referred to in, this Section
12.08(r), and (ii) instruct the Collateral Agent to execute and enter into such Security Document and the Col-
lateral Agent shall (without any obligation to review or negotiate the terms of such Security Document) sign
any such Security Document. Any such execution of a Security Document shall be at the direction and ex-
pense of the Co-Issuers, upon delivery to the Collateral Agent of an Officer’s Certificate and Opinion of
Counsel stating that all conditions precedent to the execution and delivery of the Security Document have
been satisfied. The Holders, by their acceptance of the Notes, hereby authorize and direct the Collateral
Agent to execute such Security Documents without risk of liability. Notwithstanding the foregoing, in no
event shall the Collateral Agent be required to execute and enter into any such Security Document if the
Collateral Agent determines in its reasonable discretion that such Security Document is reasonably likely to
adversely affect any of the Collateral Agent’s rights, benefits, immunities, privileges or indemnities hereun-
der, require the Collateral Agent to expend or risk its own funds or cause the Collateral Agent to incur any
loss, liability or expense.

(s) Subject to the provisions of the applicable Security Documents and the Intercreditor
Agreements, each Holder, by acceptance of the Notes, agrees that the Collateral Agent shall execute and de-
liver the Intercreditor Agreements and the Security Documents to which it is a party and all agreements,

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documents and instruments incidental thereto, and act in accordance with the terms thereof. For the avoid-
ance of doubt, the Collateral Agent shall have no discretion under this Indenture, the Intercreditor Agree-
ments or the Security Documents and shall not be required to make or give any determination, consent, ap-
proval, request or direction without the written direction of the Holders of a majority in aggregate principal
amount of the then outstanding Notes, the Co-Trustees or, as expressly set forth herein, the Co-Issuers, as
applicable, subject, in each case, to all the rights, protections, privileges, indemnities and immunities af-
forded the Collateral Agent and the Co-Trustees hereunder and under the Security Documents.

(t) After the occurrence and continuance of an Event of Default, the Co-Trustees, acting at the
direction of the Holders of a majority of the aggregate principal amount of the Notes then outstanding, may
direct the Collateral Agent in connection with any action required or permitted by this Indenture, the Secu-
rity Documents or the Intercreditor Agreements.

(u) The Collateral Agent is authorized to receive any funds for the benefit of itself, the Co-
Trustees and the Holders distributed under the Security Documents or the Intercreditor Agreements and to
the extent not prohibited under the Intercreditor Agreements, for turnover to the Co-Trustees to make further
distributions of such funds to itself, the Co-Trustees and the Holders in accordance with the provisions of
Section 6.13 and the other provisions of this Indenture.

(v) In each case that the Collateral Agent may or is required hereunder or under any Security
Document or any Intercreditor Agreement to take any action (an “Action”), including without limitation to
make any determination, to give consents, to exercise rights, powers or remedies, to release or sell Collateral
or otherwise to act hereunder or under any Security Document or any Intercreditor Agreement, the Collateral
Agent may seek direction from the Holders of a majority in aggregate principal amount of the then outstand-
ing Notes. The Collateral Agent shall not be liable with respect to any Action taken or omitted to be taken
by it in accordance with the direction from the Holders of a majority in aggregate principal amount of the
then outstanding Notes. Subject to the provisions of Article IX, if the Collateral Agent shall request direc-
tion from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect
to any Action, the Collateral Agent shall be entitled to refrain from such Action unless and until the Collat-
eral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the
then outstanding Notes, and the Collateral Agent shall not incur liability to any Person by reason of so re-
fraining.

(w) Notwithstanding anything to the contrary in this Indenture or in any Security Document or
any Intercreditor Agreement, in no event shall the Collateral Agent or the Co-Trustees be responsible for, or
have any duty or obligation with respect to, the recording, filing, registering, perfection (or opposability
against third parties in the case of Quebec), protection or maintenance of the Liens intended to be created by
this Indenture, the Security Documents or the Intercreditor Agreements (including without limitation the fil-
ing or continuation of any UCC financing or continuation statements, Canadian PPSA financing statements,
financing change statements or similar registrations, documents or instruments), nor shall the Collateral
Agent or the Co-Trustees be responsible for, and neither the Collateral Agent nor the Co-Trustees makes any
representation regarding, the validity, effectiveness or priority of any of the Security Documents or the Liens
intended to be created thereby.

(x) Before the Collateral Agent acts or refrains from acting in each case at the request or di-
rection of the Co-Issuers or the Guarantors, it may require an Officer’s Certificate and Opinion of Counsel,
which shall conform to the provisions of this Section 12.08 and Section 13.04. The Collateral Agent shall
not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.

(y) Notwithstanding anything to the contrary contained herein, the Collateral Agent shall act
pursuant to the instructions of the Holders, the Co-Trustees and, as expressly set forth herein, the Co-Issuers,
solely with respect to the Security Documents and the Collateral, except as otherwise set forth in any Inter-
creditor Agreement.

(z) For the purposes of holding any hypothec granted pursuant to the laws of the Province of
Quebec, each of the Holders hereby irrevocably appoints and authorizes the Collateral Agent and, to the extent

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 necessary, ratifies the appointment and authorization of the Collateral Agent to act as the hypothecary repre-
sentative of the Holders as contemplated under Article 2692 of the Civil Code of Quebec, and to enter into, to
take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that
are conferred upon the Collateral Agent under any related deed of hypothec. The Collateral Agent shall have
the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the
terms hereof, all rights and remedies given to the Collateral Agent in its capacity as hypothecary representative
pursuant to any such deed of hypothec and applicable law. Any person who becomes a Holder in accordance
with the terms of this Indenture, shall be deemed to have consented to and confirmed the Collateral Agent as
the person acting as hypothecary representative holding the aforesaid hypothecs as aforesaid and to have rati-
fied as of the date it becomes a Holder, all actions taken by the Collateral Agent in such capacity. The substitu-
tion of the Collateral Agent pursuant to the provisions of Article 7 shall also constitute the substitution of the
Collateral Agent as hypothecary representative as aforesaid without any further act or formality being required
to appoint such successor Collateral Agent as the successor hypothecary representative for the purposes of any
then-existing deeds of hypothec.

Section 12.09 Junior Lien Priority Intercreditor Agreements.

In the event that the Co-Issuers or any of the Guarantors incur Indebtedness required to be secured on a
Junior Lien Priority basis, subject to Section 12.08, the Collateral Agent will enter into a Junior Lien Priority Inter-
creditor Agreement which shall set forth the relative rights and obligations of the ABL Collateral Agent, the Collat-
eral Agent, on behalf of the Holders, and the holders of such Indebtedness.

ARTICLE 13
MISCELLANEOUS

Section 13.01 [Reserved].

Section 13.02 Notices.

Any notice or communication by the Co-Issuers, any Guarantor or the Co-Trustees to the others or to them
by the Holders is duly given if in writing and delivered in person or by first class mail (registered or certified, return
receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ ad-
dress:

If to the Co-Issuers or any Guarantor:

c/o Madison Dearborn Partners, LLC

Three First National Plaza
Suite 4600
70 West Madison Street
Chicago, Illinois 60602
Facsimile: (312) 895-1001
Attention: Thomas S. Souleles
Richard H. Copans
Drew Macha
Legal Department

with a copy to:

Kirkland & Ellis LLP

300 N. LaSalle
Chicago, Illinois 60654
Facsimile: (312) 862-2200
Attention: Robert M. Hayward, P.C.

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 If to the Trustee and/or the Collateral Agent:

Ankura Trust Company, LLC

140 Sherman Street, 4th Floor
Fairfield, CT 06824
Attention: Lisa Price, Managing Director
Email: lisa.price@ankura.com

If to the Co-Trustee:

Computershare Trust Company of Canada

1500 Robert-Bourassa Blvd., Suite 700
Montréal, QC H3A 3S8
Canada
Facsimile No.: (514) 982-7677
Email: NoticesCTMontreal@computershare.com
Attention: General Manager, Corporate Trust Department

The Co-Issuers, any Guarantor or the Co-Trustees, by notice to the others, may designate additional or dif-
ferent addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile or e-mail; and the next Business Day af-
ter timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder will be electronically delivered or mailed by first class mail, cer-
tified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address
shown on the register kept by the Registrar. Failure to send a notice or communication to a Holder or any defect in
it will not affect its sufficiency with respect to other Holders.

If a notice or communication is sent in the manners provided above within the time prescribed, it is duly
given, whether or not the addressee receives it, except that notices to the Co-Trustees and the Collateral Agent shall
be effective only upon actual receipt thereof.

If the Co-Issuers send a notice or communication to Holders, they will send a copy to the Co-Trustees and
each Agent at the same time.

The Co-Trustees agree to accept and act upon notice, instructions or directions pursuant to this Indenture
sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods; provided, how-
ever, that the Co-Trustees shall have received an incumbency certificate listing persons designated to give such in-
structions or directions and containing specimen signatures of such designated persons, which such incumbency cer-
tificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Co-Issu-
ers elect to give the Co-Trustees e-mail or facsimile instructions (or instructions by a similar electronic method) and
the Co-Trustees in their discretion elect to act upon such instructions, the Co-Trustees’ understanding of such in-
structions shall be deemed controlling. The Co-Trustees shall not be liable for any losses, costs or expenses arising
directly or indirectly from their reasonable reliance upon and compliance with such notice, instructions or directions
notwithstanding such notice, instructions or directions conflict or are inconsistent with a subsequent notice, instruc-
tions or directions. The Co-Issuers agree to assume all risks arising out of the use of such electronic methods to sub-
mit instructions and directions to the Co-Trustees, including without limitation the risk of the Co-Trustees acting on
unauthorized instructions, and the risk or interception and misuse by third parties.

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Section 13.03 [Reserved].

Section 13.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Co-Issuers or a Guarantor to the Co-Trustees to take any action un-
der this Indenture, the Co-Issuers or such Guarantor, as applicable, shall furnish to the Trustee:

(1) an Officer’s Certificate in form reasonably satisfactory to the Co-Trustees (which must
include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all condi-
tions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have
been satisfied; provided, that such Officer’s Certificate shall not be required to be furnished to the Co-Trus-
tees in connection with the authentication and delivery of the Initial Notes on the Issue Date; and

(2) an Opinion of Counsel in form reasonably satisfactory to the Co-Trustees (which must
include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

Section 13.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this In-
denture must include:

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

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

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

(4) a statement as to whether or not, in the opinion of such Person, such condition or cove-
nant has been satisfied;

provided that an issuer of an Opinion of Counsel may rely as to matters of fact on an Officer’s Certificate or a certif-
icate of a public official and an Officer executing an Officer’s Certificate may rely as to legal conclusions on an
Opinion of Counsel.

Section 13.06 Rules by Co-Trustees and Agents.

The Co-Trustees may make reasonable rules for action by or at a meeting of Holders. The Registrar, Pay-
ing Agent or Transfer Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07 No Personal Liability of Directors, Officers, Employees and Equity Holders, including Members.

No director, officer, employee, incorporator or equity holder, including members, of the Co-Issuers or any
Guarantor, as such, will have any liability for any obligations of the Co-Issuers, or the Guarantors under the Notes,
this Indenture, the Note Guarantees, the Security Documents or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liabil-
ity. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective
to waive liabilities under the federal securities laws.

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Section 13.08 Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES AND THE SECURITY
DOCUMENTS (OTHER THAN SECURITY DOCUMENTS GOVERNED BY APPLICABLE FOREIGN LAW)
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

Section 13.09 Consent to Jurisdiction; Agent for Service.

Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contem-
plated hereby may be instituted in the federal courts of the United States of America located in the City of New
York or the courts of the State of New York in each case located in the City of New York (collectively, the “Speci-
fied Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit,
action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under
any applicable statute or rule of court) to such party’s address set forth in Section 13.02 hereof shall be effective ser-
vice of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and un-
conditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified
Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other pro-
ceeding has been brought in an inconvenient forum. Nothing in this Section 13.09 shall affect the right of any of the
parties hereto to serve legal process in any other manner permitted by law.

Each of the Co-Issuers and the Guarantors have appointed CT Corporation System, with offices on the date
hereof at 28 Liberty Street, New York, New York 10005, or any successor, as its authorized agent (the “Authorized
Agent”), upon whom process may be served in any suit, action or proceeding arising out of or based upon this Inden-
ture, the Note Guarantees or the Notes or the transactions contemplated herein. Each of the Co-Issuers and the Guar-
antors hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to
act as said agent for service of process, and the Co-Issuers and the Guarantors agree to take any and all action, in-
cluding the filing of any and all documents that may be necessary to continue such respective appointment in full
force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effec-
tive service of process upon the Co-Issuers and the Guarantors.

Section 13.10 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Parent Guar-
antor or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to in-
terpret this Indenture.

Section 13.11 Successors.

All agreements of the Co-Issuers in this Indenture and the Notes will bind its successors. All agreements of
the Co-Trustees in this Indenture will bind their successors. All agreements of each Guarantor in this Indenture will
bind its successors, except as otherwise provided in Section 10.05 hereof.

Section 13.12 Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, le-
gality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 13.13 Intercreditor Agreements.

Reference is made to the Intercreditor Agreements. Each Holder, by its acceptance of a Note, (a) consents
to the subordination of Liens on the ABL Priority Collateral provided for in the Intercreditor Agreements, (b) agrees
that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements and (c)

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authorizes and instructs the Co-Trustees and the Collateral Agent to enter into the Intercreditor Agreements as Co-
Trustees and as Collateral Agent, as the case may be, and on behalf of such Holder, including without limitation,
making the representations of the Holders contained therein. The foregoing provisions are intended as an induce-
ment to the lenders under the ABL Credit Agreement to extend credit and such lenders are intended third party bene-
ficiaries of such provisions and the provisions of the Intercreditor Agreements.

Section 13.14 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all
of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this In-
denture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counter-
part of this Indenture. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their
original signatures for all purposes. In furtherance of the foregoing, the words “execution”, “signed”, “signature”,
“delivery” and words of like import in or relating to any document to be signed in connection with this Indenture
and the transactions contemplated hereby or thereby shall be deemed to include Electronic Signatures, deliveries or
the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the
case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in
Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other simi-
lar state laws based on the Uniform Electronic Transactions Act. As used herein, “Electronic Signature” means an
electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Per-
son with the intent to sign, authenticate or accept such contract or other

Section 13.15 Table of Contents, Headings, etc.

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

Section 13.16 Privacy

The parties acknowledge that the Co-Trustee may, in the course of providing services hereunder, collect or
receive financial and other personal information about such parties and/or their representatives, as individuals, or
about other individuals related to the subject matter hereof, and use such information for the following purposes:

(1) to provide the services required under this Indenture and other services that may be re-
quested from time to time;

(2) to help the Co-Trustee manage its servicing relationships with such individuals;

(3) to meet the Co-Trustee’s legal and regulatory requirements; and

(4) if Social Insurance Numbers are collected by the Co-Trustee, to perform tax reporting
and to assist in verification of an individual’s identity for security purposes.

Each party acknowledges and agrees that the Co-Trustee may receive, collect, use and disclose personal
information provided to it or acquired by it in the course of this Indenture for the purposes described above and, gen-
erally, in the manner and on the terms described in its privacy code, which the Co-Trustee shall make available on
its website, www.computershare.com, or upon request, including revisions thereto. The Co-Trustee may transfer
personal information to other companies in or outside of Canada that provide data processing and storage or other
support in order to facilitate the services it provides. Further, each party agrees that is shall not provide or cause to
be provided to the Co-Trustee any personal information relating to an individual who is not a party to this Indenture
unless that party has assured itself that such individual understands and has consented to the aforementioned terms,
uses and disclosures.

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Section 13.17 Force Majeure.

In no event shall the Co-Trustees 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, governmental action or judicial order, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes, epidemics, pandemics or acts of God, and interruptions, loss
or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that
the Co-Trustees shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances. Performance times under this Indenture shall be
extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section
13.17.

Section 13.18 Waiver of Jury Trial.

EACH OF THE CO-ISSUERS, THE GUARANTORS (IF ANY), EACH HOLDER OF A NOTE BY ITS
ACCEPTANCE THEREOF AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE
GUARANTEES OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 13.19 Foreign Account Tax Compliance Act (FATCA).

The Co-Issuers agree (i) to provide the Co-Trustees with such reasonable information as it has in its posses-
sion to enable the Co-Trustees to determine whether any payments pursuant to this Indenture are subject to the with-
holding requirements described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471
through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof (“Appli-
cable Law”), and (ii) that the Co-Trustees shall be entitled to make any withholding or deduction from payments
under this Indenture to the extent necessary to comply with Applicable Law.

[Signatures on following page]

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 SIGNATURES

Dated as of September 11, 2020

INTELLIGENT PACKAGING LIMITED FINCO INC.

By:
Name: Richard Copans
Title: Vice President

INTELLIGENT PACKAGING LIMITED CO-ISSUER LLC

By:
Name: Richard Copans
Title: Vice President

INTELLIGENT PACKAGING SUB LIMITED

PARTNERSHIP

By: Intelligent Packaging Limited GP Inc., its general partner

By:
Name: Richard Copans
Title: Vice President

ANKURA TRUST COMPANY, LLC, as Trustee and Collat-

eral Agent

By:
Name:
Title:

COMPUTERSHARE TRUST COMPANY OF CANADA, as

Co-Trustee

By:
Name:
Title:

[Project North – Indenture]

 SIGNATURES

Dated as of September 11, 2020

INTELLIGENT PACKAGING LIMITED FINCO INC.

By:
Name: Richard Copans
Title: Vice President

INTELLIGENT PACKAGING LIMITED CO-ISSUER LLC

By:
Name: Richard Copans
Title: Vice President

INTELLIGENT PACKAGING SUB LIMITED

By: Intelligent Packaging Limited GP Inc., its general partner

By:
Name: Richard Copans
Title: Vice President

ANKURA TRUST COMPANY, LLC, as Trustee and Collat-

eral Agent

By:
Name: Lisa J. Price
Title: Managing Director

COMPUTERSHARE TRUST COMPANY OF CANADA, as

Co-Trustee

By:
Name:
Title:

[Project North – Indenture]