Common use of Amendments or Supplements Without Consent of Holders Clause in Contracts

Amendments or Supplements Without Consent of Holders. The Issuer, any Guarantor (with respect to any amendment relating to its Guarantee or this Indenture) and the Trustee, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture, the Notes and any Guarantee without the consent of any Holder, for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder; (3) to comply with Article Eight of this Indenture; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent; (10) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; (13) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) to secure the Notes and/or the related Guarantees; and (15) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03.

Amendments or Supplements Without Consent of Holders. The Issuer, any Guarantor (with respect to any amendment relating to its Guarantee or this Indenture) and the Trustee, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture, the Notes and any Guarantee without the consent of any Holder, for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder; (3) to comply with Article Eight of this Indenture; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying AgentAgent hereunder pursuant to the terms hereof; (10) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; (13) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) to secure the Notes and/or the related Guarantees; and (15) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03.

Amendments or Supplements Without Consent of Holders. The Issuer, any Guarantor (with respect In addition to any permitted amendment relating or supplement to its Guarantee or this the Indenture pursuant to Section 9.1 of the Original Indenture) , the Company, the Subsidiary Guarantors and the Trustee, at any time and from time to time, Trustee may by a supplemental indenture hereto amend or supplement this Indenture, the Indenture or the Notes and any Guarantee without notice to or the consent of any Holder, for any Holder of the following purposesNotes: (1a) to cure any ambiguity, omission, mistake, defect or inconsistencycomply with Section 4.02 hereof; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes or to alter the provisions are issued in registered form for purposes of this Indenture relating to the form Section 163(f) of the Notes (including the related definitions) Code or in a manner such that does not materially adversely affect any Holderthe uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (3c) to comply add Guarantees with Article Eight of this Indenturerespect to the Notes, including any Subsidiary Guarantees, or to secure the Notes; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect; (6d) to add to the covenants of the Company or any Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or any Subsidiary Guarantor; (7e) to provide for the issuance of Additional Notes in accordance with the terms limitations set forth in the Indenture as of this Indenturethe Issue Date; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent; (10) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12f) to conform the text of this the Indenture, the Guarantees Notes or any Subsidiary Guarantee to the Notes to any provision of the section entitled “Description of the Notes” section of as set forth in the Offering Memorandum Prospectus Supplement, to the extent that such provision in of the “Description of Notes” the Indenture, the Notes or such Subsidiary Guarantee was intended to be a verbatim recitation of a such provision of this Indenture, the Guarantees or “Description of the Notes;”; or (13g) to make any amendment to the provisions of this the Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (14) to secure the Notes and/or the related Guarantees; and (15) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03.

Amendments or Supplements Without Consent of Holders. The Issuer, any Guarantor (with respect to any amendment relating to its Guarantee or this Indenture) and the TrusteeTrustee (and any other agent party thereto (to the extent applicable)), as the case may be, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture, the Notes and any Guarantee without the consent of any Holder, for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that such Notes are in registered form for purposes of Section 163(f) of the Code) or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder; (3) to comply with Article Eight of this Indenture; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect; (6) to add or modify covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying AgentAgent (or any other applicable agent); (10) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; (13) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) to secure the Notes and/or the related Guarantees; and; (15) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture; (16) to comply with the rules of any applicable securities depositary; and (17) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee, as additional security for the payment and performance of all or any portion of the Obligations, in any property or assets, including any which are required to be mortgaged, pledged, or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee pursuant to this Indenture or otherwise. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03. For the avoidance of doubt, no amendment to, or deletion of any of the covenants described in Section 10.16, Section 10.17 or Article Ten or action taken in compliance with the covenants in effect at the time of such action, shall be deemed to impair or affect any legal rights of any Holders of the Notes to receive payment Notes or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes.

Amendments or Supplements Without Consent of Holders. The IssuerNotwithstanding the foregoing, without the consent of any Holder, the Issuers and any Guarantor (with respect to any amendment relating to its a Guarantee or this Indenture) Indenture to which it is a party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture, any Guarantee and the Notes and any Guarantee without in form satisfactory to the consent of any HolderTrustee, for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (3) to comply with Article Eight hereof or to evidence the succession of this Indenture; (4) another Person to the Company or to any Guarantor and to provide for the assumption of the Issuer’s Issuers’ or any Guarantor’s obligations to the Holders pursuant to Holders, in each case in accordance with the terms of this Indenturehereof; (4) to comply with Section 13.08 hereof; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respectHolder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorIssuers; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent;pursuant to the requirements of Sections 6.09 and 6.10; or (10) 8) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes Guarantor under this Indenture; (11) . The consent of the holders of the notes is not necessary under the indenture to comply with approve the rules particular form of any applicable securities depositary; (12) to conform proposed amendment. It is sufficient if such consent approves the text of this Indenture, the Guarantees or the Notes to any provision substance of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; (13) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) to secure the Notes and/or the related Guarantees; and (15) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03proposed amendment.

Amendments or Supplements Without Consent of Holders. The Issuer, any Guarantor (with respect to any amendment relating to its Guarantee or this Indenture) ), the Trustee and the TrusteeNotes Collateral Agent, as applicable, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture, any Security Document, the Notes and any Guarantee without the consent of any Holder, for any of the following purposes: (1) to cure any ambiguity, defect, omission, mistake, defect mistake or inconsistency; (2) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Notes Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Notes Obligations under this Indenture and 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 Trustee or the Notes Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (3) to provide for the release of Collateral from the Lien under this Indenture and the Security Documents when permitted or required by the Security Documents, the Intercreditor Agreement or this Indenture; (4) to secure any Permitted Additional Parity Debt under the Security Documents and to appropriately include the same in the Intercreditor Agreement; (5) to provide for uncertificated Notes 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 the related definitions) in a manner that does not materially adversely affect any Holdernotes; (3) to comply with Article Eight of this Indenture; (46) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders in the Holders pursuant to case of a merger, consolidation, Division, amalgamation or other combination of the terms Issuer or any Guarantor or sale of this Indentureall or substantially all of the Issuer’s or such Guarantor’s assets; (57) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the legal rights under this Indenture of any such Holder in any material respectunder this Indenture, the Security Documents or the Intercreditor Agreement; (68) to alter the form of Notes to provide for any changes in applicable tax laws to the extent that such changes do not materially adversely affect the rights or interests of any Holder; (9) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (10) to provide for a successor trustee or collateral agent in accordance with the terms of this Indenture or to otherwise comply with any requirement of this Indenture; (11) to conform the text of this Indenture, the Guarantees, the Notes, the Intercreditor Agreement or the Security Documents to any provision of the “Description of notes” section of the Offering Memorandum to the extent that such provision in the “Description of notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees, the Notes, the Intercreditor Agreement or the Security Documents, as certified in an Officer’s Certificate; (12) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (713) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of qualify this Indenture under the Trust Indenture ActTIA, if applicableand to the extent this Indenture becomes so qualified; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent; (1014) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes Guarantor under this Indenture or to release a Guarantor from its Guarantee in accordance with this Indenture;; and (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; (1315) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this 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 materially and adversely affect the rights of Holders to transfer Notes; (14) to secure the Notes and/or the related Guarantees; and (15) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For the avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03.

Amendments or Supplements Without Consent of Holders. The Issuer, any Guarantor (with respect to any amendment relating to its Guarantee or this Indenture) Issuer and the Trustee, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture, the Notes and any Guarantee without the consent of any Holder, may amend the Notes and this Indenture for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (3) to comply with Article Eight of this Indenture; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorIssuer; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) 8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying AgentAgent under this Indenture; (109) to add a Guarantor, a guarantee of a Parent Entity any Guarantor or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; (1310) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (1411) to secure the Notes and/or the any related Guarantees; andNote Guarantee; (1512) to release any Guarantor a Guarantor, if any, from its Note Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, ; (13) to release and discharge any Lien securing the Issuer need not be a party to any supplemental indenture entered into Notes when permitted by this Indenture (including pursuant to the second paragraph of Section 10.15 or 12.0310.12); and (14) to comply with the rules of any applicable securities depositary.

Amendments or Supplements Without Consent of Holders. (a) The Issuer, Issuer and any Guarantor (with respect to any amendment relating to its Guarantee or this Indenture, the First Lien/Second Lien Intercreditor Agreement or any other Security Document to which it is a party) and the TrusteeTrustee and the Notes Collateral Agent, at any time and from time to time, may by a supplemental indenture hereto or other amendment or supplement amend or supplement this Indenture, the Notes and Notes, any Guarantee Guarantee, the First Lien/Second Lien Intercreditor Agreement or any other Security Document without the consent of any Holder, for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series 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 the related definitions) in a manner that does not materially adversely affect any Holder; (3) to comply with Article Eight of this Indenture; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee Xxxxxxx, a successor Paying Agent or a successor Paying AgentNotes Collateral Agent thereunder pursuant to the requirements hereof; (10) to add a Guarantor, a guarantee of a Parent Entity Guarantor or a co-obligor of the Notes under this Indenture, the First Lien/Second Lien Intercreditor Agreement and/or the other Security Documents; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees Guarantees, the Notes, the First Lien/Second Lien Intercreditor Agreement or the Notes other Security Documents to any provision of the “Description of Notes” section of the Offering Memorandum Notes to the extent that such provision in the “Description of Notes” Notes was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees Guarantees, the Notes, the First Lien/Second Lien Intercreditor Agreement or the Notesother Security Documents; (13) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) to secure add Collateral with respect to the Notes and/or the related Guarantees; and; (15) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. ; (16) to make any amendment to the provisions of this Indenture, the Guarantees and/or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of GAAP; (17) to enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the First Lien/Second Lien Intercreditor Agreement, taken as a whole, or any joinder thereto; (18) with respect to the Security Documents, the First Lien/Second Lien Intercreditor Agreement, as provided in the relevant Security Document and the First Lien/Second Lien Intercreditor Agreement; and (19) to enter into any other intercreditor agreement to the extent contemplated hereby and with such changes as contemplated above or any joinder thereto. (b) For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or Section 12.03. Further, for avoidance of doubt, the Trustee and the Notes Collateral Agent need not be a party to any supplemental indenture entered into pursuant to Section 9.01(a)(10).

Amendments or Supplements Without Consent of Holders. The Issuer, any Guarantor (with respect a) In addition to any permitted amendment relating or supplement to its Guarantee or this the Indenture pursuant to Section 10.01 of the Base Indenture) , the Company and the Trustee, at any time and from time to time, Trustee may by a supplemental indenture hereto amend or supplement this Indenture, the Indenture or the Notes and any Guarantee without notice to or the consent of any Holder, for any Holder of the following purposesNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder; (3) to comply with Article Eight of this Indenture; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect; (6i) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorCompany; (7ii) to appoint a successor trustee with respect to the Notes; (iii) to provide for the issuance assumption by a Successor of Additional Notes in accordance with the terms Company’s obligations under the Indenture as described under Section 5.01 of the Base Indenture or Section 4.07 of this Supplemental Indenture;, including to give effect to the change to the Conversion Rate as set forth in Section 4.07 of this Supplemental Indenture; or (8) to comply with requirements iv) irrevocably elect a Settlement Method or a Specified Dollar Amount. (b) The below specified subclauses of Section 10.01 of the SEC Base Indenture shall be modified in order their application to effect or maintain the qualification of Notes as follows: (i) the phrase “in this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent; (10) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent in a manner that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; (13) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect to a material extent the rights of Holders to transfer Notes; any Holder” shall be added after “cure any ambiguity, omission, defect or inconsistency” in subclause (141) to secure of Section 10.01 of the Notes and/or the related GuaranteesBase Indenture; and (15ii) in applying subclause (11) of Section 10.01 of the Base Indenture to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubtthe Notes, the Issuer need not reference therein to the “final offering memorandum” shall be a party deemed to any supplemental indenture entered into pursuant be to Section 10.15 or 12.03the prospectus dated June 28, 2016, as supplemented by the Preliminary Prospectus Supplement dated November 15, 2016 and the related Pricing Term Sheet, dated November 16, 2016 with respect to the Notes.

Amendments or Supplements Without Consent of Holders. The IssuerNotwithstanding Section 9.02 hereof, without the consent of any Holder, the Company, any Guarantor (with respect to any amendment relating to its a Guarantee or this Indenture) Indenture to which it is a party), the Trustee and the Collateral Trustee, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture, the Notes and Security Documents, any Guarantee without or the consent of any HolderNotes, for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, that the uncertificated Notes or to alter the provisions are issued in registered form for purposes of this Indenture relating to the form Section 163(f) of the Notes (including the related definitions) in a manner that does not materially adversely affect any HolderCode; (3) to comply with Article Eight of this Indenture; (4) hereof and to provide for the assumption of the IssuerCompany’s or any such Guarantor’s obligations to the Holders pursuant to the terms of this Indenturein connection therewith; (54) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder under this Indenture in any material respect; (65) to add covenants for the benefit of the Holders or to surrender any right or power conferred in this Indenture upon the Issuer Company or any a Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (96) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying AgentCollateral Trustee pursuant to the requirements of Section 6.09 and 6.10 hereof; (107) to add a Guarantor, a guarantee of a Parent Entity Guarantor or a co-any other obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12) 8) to conform the text of this Indenture, the Guarantees Guarantees, the Security Documents or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in this Indenture, the Guarantees, the Security Documents or the Notes was intended to be a substantially verbatim recitation of the “Description of Notes” was intended to be a verbatim recitation section of a provision of this Indenture, the Guarantees or the NotesOffering Memorandum; (139) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Trustee for the benefit of itself, the Trustee, the Holders of the notes (and the holders or lenders of ABL Liens or Parity Lien Notes Debt), as security for the payment and performance of all or any portion of the Indenture Obligations or any Parity Lien Notes Debt in any property or assets and to add any Parity Lien Notes Debt to any Security Document; (10) to comply with the rules of any applicable securities depositary; (11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (A) 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 (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (1412) to secure provide for the Notes and/or the related Guarantees; and (15) to release any of a Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture; (13) to provide for the release of Collateral from the Note Lien and the Security Documents when permitted or required by any of the Security Documents or this Indenture; or (14) to add customary provisions allowing for the issuance of Additional Notes into escrow. For the avoidance of doubt, the Issuer need term “all or substantially all,” when applied to the Collateral, as set forth herein shall not be read to mean “any” of the Collateral as a party result of the Company or the relevant Subsidiary being in the “zone of insolvency.” In addition, without the consent of any Holder, the Trustee and the Collateral Trustee will be authorized to amend the Intercreditor Agreement or the Security Documents (i) to add additional secured parties holding, and to secure any, Parity Lien Notes Debt or Permitted ABL Obligations permitted by this Indenture with the same Lien priorities and rights as provided in the Intercreditor Agreement, (ii) to enter into intercreditor arrangements with the holders of any such Indebtedness set forth in clause (i) so long as the terms of such intercreditor arrangements are not less favorable to the Holders of Notes (as evidenced by an officer’s certificate) than the intercreditor provisions contained in the Security Agreement and the Intercreditor Agreement, (iii) to add parties (including collateral agents, administrative and other agents, trustees and lenders) to the Security Documents or Intercreditor Agreement in respect of the incurrence of Indebtedness secured by Permitted Liens set forth in clause (35) of the definition thereof and (iv) to release any Guarantors when such Guarantors are released from their Guarantee. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents set forth in Section 6.03 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture entered authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into pursuant to Section 10.15 such amended or 12.03supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments or Supplements Without Consent of Holders. The Issuer, any Guarantor (with respect In addition to any permitted amendment relating or supplement to its Guarantee or this the Indenture pursuant to Section 9.1 of the Original Indenture) , the Company, the Subsidiary Guarantors and the Trustee, at any time and from time to time, Trustee may by a supplemental indenture hereto amend or supplement this Indenture, the Indenture or the Notes and any Guarantee without notice to or the consent of any Holder, for any Holder of the following purposesNotes: (1a) to cure any ambiguity, omission, mistake, defect or inconsistencycomply with Section 4.02 hereof; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided that the uncertificated Notes or to alter the provisions are issued in registered form for purposes of this Indenture relating to the form Section 163(f) of the Notes (including the related definitions) Code or in a manner such that does not materially adversely affect any Holderthe uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (3c) to comply add Guarantees with Article Eight of this Indenturerespect to the Notes, including any Subsidiary Guarantees, or to secure the Notes; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect; (6d) to add to the covenants of the Company or any Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or any Subsidiary Guarantor; (7e) to provide for the issuance of Additional Notes in accordance with the terms limitations set forth in the Indenture as of this Indenturethe Issue Date; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent; (10) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12f) to conform the text of this the Indenture, the Guarantees Notes or any Subsidiary Guarantee to the Notes to any provision of the section entitled “Description of the Notes” section of as set forth in the Offering Memorandum Prospectus Supplement, to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this the Indenture, the Guarantees Notes or the Notes;such Subsidiary Guarantee; or (13g) to make any amendment to the provisions of this the Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (14) to secure the Notes and/or the related Guarantees; and (15) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03.

Amendments or Supplements Without Consent of Holders. The Without the consent of any Holder, the Issuer, any Guarantor (with respect to any amendment relating to its Guarantee or this IndentureGuarantee) and the Trustee, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture, the Notes and any Guarantee without related Guarantee, in form satisfactory to the consent of any HolderTrustee, for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (3) to comply with Article Eight of this Indenturehereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this IndentureHolders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under this Indenture of any such Holder in any material respectHolder; (6) to secure the Notes and/or the related Guarantees or to add collateral thereto; (7) to add covenants for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying AgentAgent pursuant to the requirements of Sections 6.09 and 6.10 hereof; (9) to provide for the issuance of Additional Notes, in accordance with this Indenture; (10) to add a Guarantor, a guarantee of a Parent Entity Guarantor or a co-obligor of the Notes parent guarantor under this Indenture, provided that only the Issuer, the Trustee and the Guarantor or parent guarantor being added need to sign any such supplement or amendment; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notesthe notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes;Memorandum; or (1312) to make any amendment to amend the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; providedprovided that, however, that (A) 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 (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) to secure the Notes and/or the related Guarantees; and (15) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03.

Amendments or Supplements Without Consent of Holders. The Issuer, any Guarantor (with respect to any amendment relating to its Note Guarantee or this Indenture, other than any amendment or supplement the sole purpose of which is to add an additional Guarantor) and the Trustee, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture, the Notes and any Guarantee without the consent of any Holder, may amend the Notes, the Note Guarantee and this Indenture for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (3) to comply with Article Eight of this Indenture; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying AgentAgent under this Indenture; (10) to add a GuarantorGuarantor , a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees Notes or the NotesNote Guarantees; (1312) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (1413) to secure the Notes and/or the related Note Guarantees; and; (1514) to release any Guarantor from its Note Guarantee pursuant to this Indenture when permitted or required by this Indenture; (15) to release and discharge any Lien securing the Notes when permitted by this Indenture (including pursuant to the second paragraph of Section 10.12); and (16) to comply with the rules of any applicable securities depositary. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03.

Amendments or Supplements Without Consent of Holders. The Issuer, any Guarantor (with respect to any amendment relating to its Note Guarantee or this Indenture) , the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement or the Security Documents to which it is a party and excluding any amendment or supplement the sole purpose of which is to add an additional Guarantor), the Trustee, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture, the Notes and any Guarantee Collateral Agent, without the consent of any HolderHolders, may amend the Notes, the Note Guarantee, this Indenture, the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement or the Security Documents, for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (3) to comply with Article Eight of this Indenture; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this Indenture, the Equal Priority Intercreditor Agreement, the Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement (if any) or any Security Document; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee Trustee, a successor Paying Agent or a successor Paying AgentNotes Collateral Agent under this Indenture; (10) to add a GuarantorGuarantor , a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture, the Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement and/or the Security Documents; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement, the Security Documents, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement, any Security Document, the Notes or the NotesNote Guarantees; (1312) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (1413) to secure add Collateral with respect to any or all of the Notes and/or the related Note Guarantees; and; (1514) to release any Guarantor from its Note Guarantee pursuant to this Indenture when permitted or required by this Indenture; (15) to release any Collateral from the Lien securing the Notes when permitted or required by the Security Documents, this Indenture (including pursuant to the second paragraph of Section 10.12) and including any release of any Lien that is not then otherwise required by this Indenture to be pledged as security for the Notes or the Equal Priority Intercreditor Agreement; and (16) to comply with the rules of any applicable securities depositary; (17) to add any Additional Equal Priority Secured Parties to any Security Documents or the Equal Priority Intercreditor Agreement or add any Junior Priority Secured Parties to any Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement; (18) to enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the Equal Priority Intercreditor Agreement, taken as a whole, or any joinder thereto or to enter into any Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement; (19) in the case of any Security Document, to include therein any legend required to be set forth therein pursuant to the Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement, or to modify any such legend as required by the Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement; (20) with respect to the Security Documents, the Equal Priority Intercreditor Agreement and any Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement, as provided in the relevant Security Document, Equal Priority Intercreditor Agreement, Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement, as applicable; or (21) to provide for the succession of any parties to the Security Documents, the Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement or Acceptable Junior Priority Intercreditor Agreement (and any amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Senior Credit Facilities or any other agreement that is not prohibited by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03.

Amendments or Supplements Without Consent of Holders. The IssuerCompany, any Guarantor (with respect to any amendment relating to its Guarantee or this Indenture) when authorized by the resolutions of the Board of Directors, and the Trustee, at any time and from time to timethe Company’s expense, may by a supplemental indenture hereto amend or supplement this Indenture, Indenture or the Notes and or waive any Guarantee provision hereof or thereof without the consent of any Holder, Holder for any one or more of the following purposes: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) 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 assumption by a successor corporation of the Notes (including obligations of the related definitions) in a manner that does not materially adversely affect any Holder; (3) to comply with Article Eight of Company under this Indenture; (4c) to provide for the assumption of the Issuer’s or any Guarantor’s obligations add guarantees with respect to the Holders pursuant to the terms of this IndentureNotes; (5d) to make any change that would provide any additional rights or benefits to secure the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respectNotes; (6e) add to add the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorCompany; (7f) to provide increase the Conversion Rate as provided for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) g) make any change that does not adversely affect the rights of any Holder; (h) appoint a successor trustee or agent with respect to comply with requirements of the SEC in order Notes; (i) irrevocably elect a Settlement Method or a Cash Amount, or eliminate the right to effect or maintain elect a particular Settlement Method; (j) conform the qualification provisions of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent; (10) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section in the Offering Memorandum, as supplemented by the related pricing term sheet, as evidenced in an Officers’ Certificate; or (k) in connection with any transaction described under Section 4.07, provide that the Notes are convertible into Reference Property, subject to the provisions described under Section 4.03, and make certain related changes to the terms of the Offering Memorandum Notes to the extent that such provision expressly required by Section 4.07. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the “Description execution of Notes” was intended to be a verbatim recitation of a provision of this Indentureany such supplemental indenture, the Guarantees or the Notes; (13) to make any amendment to further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Indenture relating to Section 7.01 may be executed by the transfer Company, the Trustee and legending of Notes as permitted by this Indenture, including, the Paying Agent without limitation, to facilitate the issuance and administration consent of the Notes; provided, however, that such amendment does not materially and adversely affect the rights Holders of Holders to transfer Notes; (14) to secure any of the Notes and/or at the related Guarantees; and (15) to release time outstanding, notwithstanding any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to provisions of Section 10.15 or 12.037.02.

Amendments or Supplements Without Consent of Holders. The Without the consent of any Holder, the Issuer, any Guarantor (with respect to any amendment relating to its Guarantee or this IndentureGuarantee) and the Trustee, at any time and from time to time, Trustee may by a supplemental indenture hereto amend or supplement this Indenture, the Notes and any Guarantee without related Guarantee, in form satisfactory to the consent of any HolderTrustee, for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (3) to comply with Article Eight of this Indenturehereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this IndentureHolders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respectHolder; (6) to secure the Notes or add covenants for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements of Sections 609 and 610 hereof; (8) to provide for the issuance of Additional Notes Notes, in accordance with the terms of this Indenture; (8) 9) to add a co-issuer, Guarantor or a parent guarantor under this Indenture, provided that only the Trustee and the co-issuer, Guarantor or parent guarantor being added need to sign any such supplement or amendment; (10) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture ActTIA, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent; (10) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the NotesDocument; (1312) to make any amendment to amend the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; providedprovided that, however, that (A) 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 (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;; or (1413) to secure comply with the Notes and/or the related Guarantees; and (15) to release rules of any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03applicable securities depositary.

Amendments or Supplements Without Consent of Holders. The Without the consent of any Holder, the Issuer, any Guarantor (with respect to any amendment relating to its Guarantee or this IndentureGuarantee) and the Trustee, at any time and from time to time, Trustee may by a supplemental indenture hereto amend or supplement this Indenture, the Notes and any Guarantee without the consent of any Holder, for any of the following purposesrelated Guarantee: (1i) to cure any ambiguity, omission, mistake, defect or inconsistency; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided, that the uncertificated Notes or to alter the provisions are issued in registered form for purposes of this Indenture relating to the form Section 163(f) of the Notes (including the related definitions) in a manner that does not materially adversely affect any HolderCode; (3iii) to comply with Article Eight of this Indenture‎Article 8 hereof; (4iv) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this IndentureHolders; (5v) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respectHolder; (6vi) to secure the notes or add covenants for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9vii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agentpursuant to the requirements of Sections ‎6.09 and ‎6.10 hereof; (10viii) to add a Guarantorprovide for the issuance of Additional Notes, a guarantee of a Parent Entity or a co-obligor of the Notes under in accordance with this Indenture; (11ix) to comply with add a Guarantor or a parent guarantor under this Indenture, provided that only the rules of Trustee and the Guarantor or parent guarantor being added need to sign any applicable securities depositarysuch supplement or amendment; (12x) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the NotesDocument; (13xi) to make any amendment to amend the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; providedprovided that, however, that (A) 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 (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14xii) comply with any requirement of the SEC relating to the qualification of this Indenture under the Trust Indenture Act, to the extent the Indenture is qualified thereunder; or (xiii) to secure comply with the Notes and/or the related Guarantees; and (15) to release rules of any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03applicable securities depositary.

Amendments or Supplements Without Consent of Holders. The Issuer, any Guarantor (with respect In addition to any permitted amendment relating or supplement to its Guarantee or this the Indenture pursuant to Section 11.01 of the Original Indenture) , the Company and the Trustee, at any time and from time to time, Trustee may by a supplemental indenture hereto amend or supplement this Indenture, the Indenture or the Notes and any Guarantee without notice to or the consent of any Holder, for any Holder of the following purposesNotes to: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place evidence the succession of certificated Notes or to alter the provisions of this Indenture relating another Person to the form Company under the Indenture, or successive successions, and the assumption by the successor Person of the Notes (including covenants, agreements and obligations of the related definitions) in a manner that does not materially adversely affect any Holder; (3) Company pursuant to comply with Article Eight of this the Indenture; (4b) add to the covenants applicable to the Company such further covenants, restrictions, conditions or provisions as the Board of Directors and the Trustee shall consider to be for the protection of the Holders, and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions, conditions or provisions a default or Event of Default with respect to the Notes permitting the enforcement of all or any of the several remedies provided in the Indenture; provided, however, that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the assumption case of other defaults) or may provide for an immediate enforcement upon such default or may limit the Issuer’s or any Guarantor’s obligations remedies available to the Holders pursuant to the terms of this IndentureTrustee upon such default; (5c) cure any ambiguity or to correct or supplement any provision contained in the Indenture or in any supplemental indenture which may be defective or inconsistent with any other provision contained in the Indenture or in any supplemental indenture; (d) convey, transfer, assign, mortgage or pledge any property to or with the Trustee; (e) make any change that would provide any additional rights other provisions in regard to matters or benefits to questions arising under the Holders or that does Indenture as shall not adversely affect the legal rights under this Indenture interests of any such Holder in any material respectthe Holders; (6f) evidence and provide for the acceptance of appointment by another Person as a successor trustee and to add covenants for the benefit to or change any of the Holders provisions of the Indenture as shall be necessary to provide for or to surrender any right or power conferred upon facilitate the Issuer or any Guarantoradministration of the trusts under the Indenture by more than one trustee; (7g) modify, amend or supplement the Indenture in such a manner as to permit the qualification of any supplemental indenture under the Trust Indenture Act of 1939 as then in effect, except that nothing contained in the Indenture shall permit or authorize the inclusion in any supplemental indenture of the provisions referred to in Section 316(a)(2) of the Trust Indenture Act of 1939; (h) establish any additional form of Debt Security and to provide for the issuance of Additional Notes in accordance with the terms any additional series of this IndentureDebt Securities; (8) i) add guarantees with respect to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent; (10) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; (13j) to make any amendment to secure the Notes; or (k) conform the provisions of this the Indenture relating to the transfer “Description of notes” as set forth in the final prospectus supplement related to the offering and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration sale of the Notes; providedNotes dated March 10, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) to secure the Notes and/or the related Guarantees; and (15) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.032009.

Amendments or Supplements Without Consent of Holders. The Issuer, any Guarantor (Section 9.1 of the Original Indenture shall not apply with respect to the Notes, and any amendment relating reference in the Original Indenture to its Guarantee or this Indenture) Section 9.1 thereof shall be deemed to be a reference to Section 10.01 hereof. The Issuer and the Trustee, at any time and from time to time, Trustee may by a supplemental indenture hereto amend or supplement this Indenture, the Indenture or the Notes and any Guarantee without notice to or the consent of any Holder, for any Holder of the following purposesNotes to: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes inconsistency 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 the related definitions) in a manner that does not materially adversely affect any Holder; (3) to comply with Article Eight of this Indenture; (4b) to provide for the assumption of the Issuer’s obligations of the Issuer or any Guarantor’s obligations to Guarantor by a successor of the Holders pursuant to the terms of this IndentureIssuer or such Guarantor as set forth in Section 3.01; (5c) to make comply with any change that would provide any additional rights or benefits to requirements of the Holders or that does not adversely affect SEC in connection with the legal rights qualification of the indenture under this Indenture of any such Holder in any material respectthe TIA; (6d) evidence and provide for the acceptance of appointment with respect to the Notes by a successor Trustee in accordance with the Indenture, and add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one trustee; (e) provide for uncertificated or unregistered securities and to make all appropriate changes for such purpose; provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (f) secure the Notes; (g) add Guarantees with respect to the Notes, including any senior guarantees; (h) add to the covenants of the Issuer or any Guarantor or Events of Default for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7i) make any change that does not adversely affect the rights of any Holder; (j) to provide for the issuance of Additional additional Notes in accordance with the terms limitation set forth in the Indenture as of this Indenturethe date thereof; (8) to comply with requirements k) conform the provisions of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent; (10) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees Notes or the Notes any Guarantee to any provision of the “Description of the Amortizing Notes” section of the Offering Memorandum Prospectus Supplement to the extent that such provision in of the “Description of Notes” Indenture, the Notes or such Guarantee was intended to be a verbatim recitation of a such provision in the “Description of this Indenture, the Guarantees or the Amortizing Notes;”; or (13l) to make any amendment to the provisions of this the Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act, or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders holders to transfer Notes; (14) to secure the Notes and/or the related Guarantees; and (15) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03.

Amendments or Supplements Without Consent of Holders. The IssuerWithout the consent of any Holder, the Co-Issuers, any Guarantor (with respect to any amendment relating to its a Guarantee or this Indenture) Indenture to which it is a party), the Trustee and the Trusteeapplicable Notes Collateral Agent, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture, any Guarantee, the Notes and or any Guarantee without of the consent of any Holder, Security Documents for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (3) to comply with Article Eight of this Indenturehereof; (4) to provide for the assumption of the Issuer’s Co-Issuers’ or any Guarantor’s obligations to the Holders pursuant to the terms of this IndentureHolders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respectHolder; (6) to add or modify covenants for the benefit of the Holders or to surrender any right or power conferred in this Indenture, any Guarantee, the Notes or the Security Documents upon the Issuer, the Co-Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under the First Lien Intercreditor Agreement and Security Documents of any new or successor notes collateral agent thereunder pursuant to the requirements thereof; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent thereunder pursuant to the requirements of Sections 609 and 610 hereof; (9) to add a Guarantor or obligor of the Notes under this Indenture or to add additional assets as Collateral or add any security for the First Lien Obligations or make, complete or confirm any grant of security interest in any property or assets as additional Collateral securing the obligations under this Indenture, the Notes, the Guarantees and the Security Documents, including when permitted or required by this Indenture or any of the Security Documents or any release, termination or discharge of Collateral when permitted or required by this Indenture or any of the Security Documents; (10) to conform the text of this Indenture, Guarantees, the Notes or any of the Security Documents to any provision of the “Description of notes” section of the Offering Memorandum to the extent that such provision in the “Description of notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees, the Notes or any of the Security Documents; (11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (A) 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 (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (12) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent; (10) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; (13) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) to secure the Notes and/or the related Guarantees; and; (1514) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture and to release and discharge any Lien securing the Notes when permitted or required by this Indenture or the Security Documents; or (15) to release Collateral from the Lien pursuant to this Indenture and the Security Documents when permitted or required by this Indenture, or the Security Documents. For avoidance of doubtIn addition, the Issuer need not be Co-Issuers, the Trustee and the applicable Notes Collateral Agents may amend the Security Documents to provide for the addition of any creditors to such agreements to the extent a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03pari passu lien for the benefit of such creditor is permitted by the terms of this Indenture.

Amendments or Supplements Without Consent of Holders. The Without the consent of any Holder, the Issuer, any Guarantor (with respect to any amendment relating to its Guarantee or this IndentureNote Guarantee) and the Trustee, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture, the Notes and any Guarantee without related Note Guarantee, in form reasonably satisfactory to the consent of any HolderTrustee, for any of the following purposes: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) 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 the related definitions) in a manner that does not materially adversely affect any HolderNotes; (3) to comply with Article Eight of this Indenture; (4c) to provide for the assumption of the Issuer’s or any a Guarantor’s obligations to Holders of the Holders pursuant Notes and the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable, or to the terms of this Indenturecomply with Article Eight; (5d) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under this Indenture of any such Holder in any material respectHolder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Paying Agent; (10) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12e) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the NotesMemorandum; (13f) to make provide for the issuance of Additional Notes, in accordance with this Indenture; (g) to allow any amendment Guarantor to execute a supplemental indenture or Note Guarantee with respect to the Notes; provided that any such supplemental indenture may be signed by the Issuer, the Guarantor providing the Note Guarantee, and the Trustee. (h) to secure the Notes or add covenants for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Issuer or any Guarantor; (i) at the Issuer’s election, to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (j) to amend the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, including to facilitate the issuance and administration of the Notes; provided, however, that 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 materially and adversely affect the rights of Holders to transfer Notes; (14k) to secure evidence and provide for the Notes and/or acceptance and appointment under this Indenture of a successor Trustee pursuant to the related Guarantees; andrequirements of Sections 6.09 and 6.10 hereof; (15l) to release any a Guarantor of the Notes upon its sale or other permitted release from its Guarantee pursuant to this Indenture when permitted Note Guarantee; provided that such sale, designation, or required by release is in accordance with the applicable provisions of this Indenture. For avoidance of doubt, the Issuer need not be a party ; or (m) to any supplemental indenture entered into pursuant to Section 10.15 comply with SEC rules and regulations or 12.03changes in applicable law.

Amendments or Supplements Without Consent of Holders. The Without the consent of any Holder, the Issuer, any Guarantor (with respect to any amendment relating to its a Guarantee or this IndentureIndenture to which it is a party) and the Trustee, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture, any Guarantee, or the Notes and any Guarantee without the consent of any Holder, for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any HolderNotes; (3) to comply with Article Eight of this Indenture8 hereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this IndentureHolders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respectHolder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorIssuer; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) 8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements of Sections 6.09 and 6.10; (9) to provide for the issuance of exchange notes or a successor Paying Agentprivate exchange notes, which are identical to exchange notes except that they are not freely transferable; (10) to add or release a Guarantor, a guarantee Guarantor under this Indenture in accordance with the terms of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” was intended (as evidenced by an Officers’ Certificate of the Issuer delivered to the Trustee) to be a verbatim recitation of a provision of this Indenture, the Guarantees Guarantees, or the Notes; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (13) to make any changes with respect to the rights or obligations of the Trustee or other provisions relating to the Trustee that do not adversely affect the rights of any Holder in any material respect; or (14) 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, limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of the Holders to transfer the Notes; (14) to secure the Notes and/or the related Guarantees; and (15) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03.

Amendments or Supplements Without Consent of Holders. The IssuerCompany, any Guarantor (with respect to any amendment relating to its Guarantee or this Indenture) when authorized by the resolutions of the Board of Directors, and the Trustee, at any time and from time to timethe Company’s expense, may by a supplemental indenture hereto amend or supplement this Indenture, Indenture or the Notes and or waive any Guarantee provision hereof or thereof without the consent of any Holder, Holder for any one or more of the following purposes: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) 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 assumption by a successor corporation of the Notes (including obligations of the related definitions) in a manner that does not materially adversely affect any Holder; (3) to comply with Article Eight of this Company under the Indenture; (4c) to provide for the assumption of the Issuer’s or any Guarantor’s obligations add guarantees with respect to the Holders pursuant to the terms of this IndentureNotes; (5d) to make any change that would provide any additional rights or benefits to secure the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respectNotes; (6e) add to add the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorCompany; (7f) to provide increase the Conversion Rate as provided for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements g) make any change that does not adversely affect the rights of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicableany Holder; (9h) to evidence and provide for the acceptance and appointment under this Indenture of appoint a successor Trustee trustee or a successor Paying Agent; (10) agent with respect to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes; (13i) irrevocably elect a Settlement Method or a Cash Amount of eliminate the right to elect a particular Settlement Method; or (j) conform the provisions of the Indenture to the “Description of notes” section in the Offering Memorandum, as supplemented by the related pricing term sheet, as evidenced in an Officers’ Certificate. Upon the written request of the Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any amendment to further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Indenture relating to Section 7.01 may be executed by the transfer Company, the Trustee and legending of Notes as permitted by this Indenture, including, the Paying Agent without limitation, to facilitate the issuance and administration consent of the Notes; provided, however, that such amendment does not materially and adversely affect the rights Holders of Holders to transfer Notes; (14) to secure any of the Notes and/or at the related Guarantees; and (15) to release time outstanding, notwithstanding any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to provisions of Section 10.15 or 12.037.02.

Amendments or Supplements Without Consent of Holders. The Issuer, any Guarantor (with respect to any amendment relating to its Guarantee or this Indenture, the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement or any other Security Document to which it is a party) and the TrusteeTrustee and the Notes Collateral Agent, at any time and from time to time, may by a supplemental indenture hereto amend or supplement this Indenture, the Notes and Notes, any Guarantee Guarantee, the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement or any other Security Document without the consent of any Holder, for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series 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 the related definitions) in a manner that does not materially adversely affect any Holder; (3) to comply with Article Eight of this Indenture; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders pursuant to the terms of this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee Trustee, a successor Paying Agent or a successor Paying AgentNotes Collateral Agent thereunder pursuant to the requirements hereof; (10) to add a Guarantor, a guarantee of a Parent Entity or a co-obligor of the Notes under this Indenture, the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement and/or the other Security Documents; (11) to comply with the rules of any applicable securities depositary; (12) to conform the text of this Indenture, the Guarantees Guarantees, the Notes, the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement or the Notes other Security Documents to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees Guarantees, the Notes, the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement or the Notesother Security Documents; (13) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) to secure add Collateral with respect to the Notes and/or the related Guarantees; and; (15) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture; (16) to make any amendment to the provisions of this Indenture, the Guarantees and/or the Notes to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP”; (17) to enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the ABL Intercreditor Agreement or the First Lien Intercreditor Agreement, in each case, taken as a whole, or any joinder thereto; (18) with respect to the Security Documents, the ABL Intercreditor Agreement and the First Lien Intercreditor Agreement, as provided in the relevant Security Document, the ABL Intercreditor Agreement and the First Lien Intercreditor Agreement; and (19) to enter into any other intercreditor agreement to the extent contemplated hereby and with such changes as contemplated above or any joinder thereto. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03. Further, for avoidance of doubt, the Trustee and the Notes Collateral Agent need not be a party to any supplemental indenture entered into pursuant to Section 9.01(10).

Amendments or Supplements Without Consent of Holders. The IssuerNotwithstanding Section 9.2 hereof, without notice to or the consent of any Guarantor (with respect to any amendment relating to its Guarantee or this Indenture) Holder, the Guarantors, the Issuer and the Trustee, at any time and from time to time, may by a enter into an indenture or indentures supplemental indenture hereto amend or supplement this Indenture, the Notes and any Guarantee without the consent of any Holderhereto, for any of the following purposes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder; (3) to comply with Article Eight of this Indenture; (4a) to provide for the assumption of any Guarantor’s or the Issuer’s obligations under this Indenture and the Notes by a successor Person in the case of a merger or consolidation of any Guarantor’s obligations to Guarantor or the Holders pursuant to Issuer or the terms conveyance of this Indentureall or substantially all of the assets of such Guarantor or the Issuer; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder in any material respect; (6b) to add to the covenants of any Guarantor or the Issuer for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorHolders; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable; (9c) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements of Sections 6.9 and 6.10 hereof or a successor Paying Agentseparate trustee or co-trustee pursuant to Section 6.12 hereof; (10d) to cure any ambiguity or to correct or supplement any provision herein which may be defective or which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this indenture which shall not materially adversely affect the interests of the Holders of Notes then Outstanding, as determined by the Issuer and the Guarantors: (e) to add a Guarantor, a guarantee any additional Events of a Parent Entity or a co-obligor Default with respect to Notes for the benefit of the Holders of the Notes; (f) to provide for the issuance of Additional Notes under in accordance with the limitations set forth in this Indenture; (11g) to comply with secure the rules Notes or to provide a guarantee of any applicable securities depositarythe Notes or provide for one or more additional Issuers; (12h) to qualify this Indenture under the Trust Indenture Act; or (i) to conform the text of this Indenture, the Guarantees Indenture or the Notes to any provision of the “Description of Notes” section included in the offering memorandum dated August 23, 2022 relating to the initial offering of the Offering Memorandum to Notes with the extent that such provision in the “Description intention of Notes” was intended to be representing a verbatim recitation of a provision such provision. Upon the request of the Issuer and receipt by the Trustee of the documents described in Section 9.3 hereof, the Trustee shall join with the Issuer in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture, the Guarantees or the Notes; (13) Indenture and to make any amendment further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to the provisions of enter into such supplemental indenture that affects its own rights, duties or immunities under this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) to secure the Notes and/or the related Guarantees; and (15) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. For avoidance of doubt, the Issuer need not be a party to any supplemental indenture entered into pursuant to Section 10.15 or 12.03otherwise.