Common use of Amendments Without Consent of Holders Clause in Contracts

Amendments Without Consent of Holders. The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document without notice to or the consent of any Holder, to: (i) cure any ambiguity, defect, omission or inconsistency in this Indenture, the Notes, the Intercreditor Agreement or any Security Document, or to make any changes or modifications of this Indenture necessary in connection with the qualification of this Indenture under the TIA; (ii) comply with the provisions in Section 5.01; (iii) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this Indenture; (v) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder.

Amendments Without Consent of Holders. The Company, the Subsidiary GuarantorsIssuer, the JV Subsidiary Guarantors and the Trustee Trustee, as applicable, may amend amend, supplement or supplement waive this Indenture, the Intercreditor Agreement Notes or any Security Document the Guarantees without notice to or the consent of any Holder, to: (ia) to evidence the succession of another Person to the Issuer or the Company or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Issuer or the Company herein and in the Notes or the Guarantees; (b) to add to the covenants of the Issuer or the Company such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes, or to surrender any right or power herein conferred upon the Issuer or the Company, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenants, restrictions, conditions or provisions such amendment, supplemented indenture or waiver may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (c) to cure any ambiguity, defect, omission defect or inconsistency in this Indenture, the Notes, Notes or the Intercreditor Agreement or Guarantees; (d) to comply with any Security Document, or to make any changes or modifications requirements of this Indenture necessary the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; (iie) comply with the provisions in Section 5.01; (iii) to evidence and provide for the acceptance of an appointment hereunder by a successor or replacement Trustee; (ivf) add any Subsidiary Guarantor to provide for uncertificated Notes in addition to, or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this Indenturein place of, Certificated Notes; (vg) to provide for any Guarantee of the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this IndentureNotes; (vih) to add security to or for the benefit of the Notes or to confirm and evidence the release, termination or discharge of any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by Guarantee of the terms of this IndentureNotes; (viii) add additional Collateral to secure provide for, or confirm the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateralissuance of, Additional Notes; (viiij) in to evidence compliance with Section 4.14; (k) to make any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to change that does not adversely affect the provisions of this Indenture without the consent legal rights of any Holder;; or (ixl) effect to conform any changes to this Indenture in a manner necessary to comply with the applicable procedures provision of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment Notes or the Guarantees to the ‘‘Description of any common security trustee or collateral agent under any Intercreditor Agreement Notes’’ contained in the Offering Circular to hold the Collateral on behalf extent that the ‘‘Description of the Holders and the holders Notes’’ was intended to be a verbatim recitation of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness a provision in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of Notes or the Board of Directors, does not materially and adversely affect the rights of any HolderGuarantees.

Amendments Without Consent of Holders. The (a) Without the consent of any Holder of Notes, the Company, the Subsidiary GuarantorsGuarantors (if any), the JV Subsidiary Guarantors Trustee and the Canadian Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document without notice to Indenture or the consent of any Holder, Notes or the Guarantees thereof issued thereunder to: (i) cure any ambiguity, defect, omission ambiguity or inconsistency in this Indenture, the Notes, the Intercreditor Agreement or any Security Document, defect or to make correct or supplement any changes or modifications of this Indenture necessary in connection provision herein that may be inconsistent with the qualification of this Indenture under the TIAany other provision herein; (ii) comply with evidence the provisions in Section 5.01succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and, to the extent applicable, to the Notes; (iii) provide for uncertificated Notes in addition to or in place of certificated Notes; (iv) add a Subsidiary Guarantee and cause any Person to become a Subsidiary Guarantor, and/or to evidence the succession of another Person to a Subsidiary Guarantor and the assumption by any such successor of the Subsidiary Guarantee of such Subsidiary Guarantor herein; (v) secure the Notes; (vi) add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders or the Notes or to surrender any right or power therein conferred upon the Company and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as set forth therein; provided, that in respect of any such additional covenant, restriction, condition or provision, 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 case of other Defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee or Canadian Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (vii) make any change to any provision of this Indenture that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the rights or interests of any such Holder; (viii) provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture on the date of this Indenture; (ix) add any additional Defaults or Events of Default in respect of the Notes; (x) change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there no Notes outstanding created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (xi) evidence and provide for the acceptance of an appointment hereunder by a successor Trusteetrustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of this Indenture or the requirements of law; (ivxii) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted evidence the removal of Canadian Trustee if no longer required by the terms of this Indenturelaw; (vxiii) provide for conform the issuance text of Additional this Indenture (and/or any supplemental indenture) or any Notes and PIK issued hereunder to any provision of a description of such Notes appearing in a prospectus or prospectus supplement or an offering memorandum or offering circular pursuant to which such Notes were offered to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture (and/or any supplemental indenture) or any Notes or Guarantees issued thereunder; (xiv) add a corporate co-issuer in accordance with the limitations set forth in this Indenture;Section 5.01; or (vixv) modify, eliminate or add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without to such extent as shall be necessary to effect the consent qualification of such indenture under the Trust Indenture Act, or under any similar federal statute subsequently enacted, and to add to such Indenture such other provisions as may be expressly required under the Trust Indenture Act. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any Holder; (ix) effect such amended or supplemental indenture, and upon receipt by the Trustee and the Canadian Trustee of the documents described in Section 9.03 hereof, the Trustee and the Canadian Trustee are hereby authorized to join with the Company and any changes Subsidiary Guarantor in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer, assignment, mortgage, charge or pledge of any property thereunder, but the Trustee and the Canadian Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s or the Canadian Trustee’s own rights, duties or immunities under this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holderotherwise.

Amendments Without Consent of Holders. The Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document Note Documents without notice to or the consent of any Holder, toHolder of any Note: (i1) to cure any ambiguity, omission, mistake, defect, omission error or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indentureaddition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, the Notes, the Intercreditor Agreement or any Security Document, or as applicable; (4) to make any changes change that would provide any additional rights or modifications benefits to the Holders or that does not adversely affect the legal rights under the Note Documents with respect to any Holder; (5) at the Company’s election, to comply with any requirement of this Indenture necessary the SEC in connection with the qualification of this Indenture under the TIA, if the Company elects to so qualify this Indenture, and, if so qualified, maintain the qualification of this Indenture under the TIA; (ii6) comply with to conform the provisions in Section 5.01text of this Indenture, the Note Guarantees, the Notes or any other Note Document to any provision of the “Description of the Notes” section of the Offering Memorandum, relating to the offering of the Initial Notes, to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees, the Notes or such other Note Document; (iii7) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this Indenture; (v) to provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi8) to evidence and provide for the acceptance of appointment by a successor Trustee or Collateral Agent with respect to the Notes pursuant to the requirements of the Note Documents or to provide for the accession by the Trustee or Collateral Agent to any Note Document or evidence and provide for the acceptance and appointment under the Intercreditor Agreement or any other Collateral Document of a successor party thereto pursuant to the requirements thereof; (9) add to allow any Guarantor to execute a supplemental indenture (including without limitation to evidence its Note Guarantee) and/or a Note Guarantee with respect to the Notes; provided that any such supplemental indenture need be signed only by the Company, the added Guarantor, the Trustee and the Collateral Agent; (10) to provide for any Subsidiary Guarantor Pledgor of CF Holdings or any other Person to provide a Note Guarantee, to add Note Guarantees with respect to the Notes, to add security to or for the benefit of Holders of the Notes, or to confirm and evidence the release, termination or discharge of (i) any Note Guarantee of the Notes or (ii) any Lien securing the Notes, when required or not prohibited by this Indenture and the Collateral Documents; (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 to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not adversely affect the rights of Holders of Notes to transfer Notes in any material respect; (12) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent with respect to the Notes for its benefit and the benefit of the Trustee, the Holders of the Notes and the holders of any other First-Priority Lien Obligations, as additional security for the payment and performance of all or any portion of the First-Priority Lien Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, the Collateral Documents or otherwise; (13) provide for the release of Collateral from the Lien, or the subordination of such Lien, pursuant to this Indenture and the Intercreditor Agreement when required or not prohibited by the Collateral Documents and this Indenture; or (14) (i) to execute Collateral Documents, or to secure any Subsidiary Guarantor Pledgor other Obligations of CF Holdings or any of its Subsidiaries (including future First-Priority Lien Obligations) to the extent not prohibited by this Indenture and the Collateral Documents, (ii) include any First-Priority Lien Obligations in the Intercreditor Agreement to the extent not prohibited by this Indenture and the Collateral Documents, (iii) join any party to the Intercreditor Agreement to the extent required or not prohibited by the terms of this Indenture, the Collateral Documents and any other document governing the First-Priority Lien Obligations then outstanding or (iv) to supplement any schedules to any Collateral Document to the extent required or not prohibited by the terms thereof and by the terms of this Indenture and any other document governing the First-Priority Lien Obligations then outstanding. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and/or the Collateral Agent, as provided applicable, of the documents described in Section 7.02 hereof, the Trustee and/or the Collateral Agent, as applicable, will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture; (vii) add additional Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and/or the Collateral Agent, as applicable, will not be obligated to secure the Notes enter into such amended or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to that adversely affects its own rights, duties or immunities under this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holderotherwise.

Amendments Without Consent of Holders. The Company, the Subsidiary GuarantorsIssuer, the JV Subsidiary Guarantors and the Senior Trustee may amend amend, supplement or supplement this Indenture, waive the Intercreditor Agreement Indenture or any Security Document the Notes without notice to or the consent of any Holder, to: (ia) to convey, transfer, assign, mortgage or pledge to the Senior Trustee as security for the Notes any property or assets; (b) to evidence the succession of another Person to the Issuer or the Company or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Issuer or the Company herein and in the Notes or the Guarantees; (c) to add to the covenants of the Issuer or the Company such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes, or to surrender any right or power herein conferred upon the Issuer or the Company, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenants, restrictions, conditions or provisions such amendment, supplemented indenture or waiver may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Senior Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (d) to confirm and evidence the termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by the Indenture; (e) to cure any ambiguity, defect, omission defect or inconsistency in this Indenture, the Indenture or the Notes, ; (f) to evidence compliance with Section 4.14; (g) to comply with any requirements of the Intercreditor Agreement or any Security Document, or to make any changes or modifications of this Indenture necessary Commission in connection with the qualification of this the Indenture under the TIATrust Indenture Act; (iih) comply with the provisions in Section 5.01; (iii) to evidence and provide for the acceptance of an appointment hereunder by a successor Senior Trustee; (ivi) add any Subsidiary Guarantor to provide for uncertificated Notes in addition to, or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this Indenturein place of, Certificated Notes; (vj) to provide for any Guarantee of the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee and create and register Liens on of or Lien securing the Notes when such additional Collateralrelease, termination or discharge is permitted by the Indenture; (viiik) in any other case where a supplemental indenture to this Indenture is required provide for or permitted to be entered into pursuant to confirm the provisions issuance of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture)Additional Notes; or (xil) to make any other change that, in the good faith opinion of the Board of Directors, that does not materially and adversely affect the legal rights of any Holder.

Amendments Without Consent of Holders. The CompanyIssuers, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee (as applicable) may amend amend, supplement or supplement waive this Indenture, the Intercreditor Agreement Notes or any Security Document the Guarantees without notice to or the consent of any Holder, to: (ia) to evidence a Successor to the Company, the Corporate Issuer or a Guarantor as permitted pursuant to Section 4.14, and the assumption by the Successor of the covenants, agreements and obligations of the Company, the Corporate Issuer or such Guarantor, as the case may be, herein and in the Notes or the Guarantees; (b) to add to the covenants of the Issuers such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes, or to surrender any right or power herein conferred upon the Issuers, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenants, restrictions, conditions or provisions such amendment, supplemented indenture or waiver may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (c) to cure any ambiguity, defect, omission defect or inconsistency in this Indenture, the Notes, Notes or the Intercreditor Agreement or Guarantees; (d) to comply with any Security Document, or to make any changes or modifications requirements of this Indenture necessary the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; (iie) comply with the provisions in Section 5.01; (iii) to evidence and provide for the acceptance of an appointment hereunder by a successor or replacement Trustee; (ivf) to provide for uncertificated Notes in addition to, or in place of, Certificated Notes; (g) to provide for any Guarantee of the Notes, to add security to or for the benefit of the Notes or to confirm and evidence the release, termination or discharge of any Subsidiary Guarantor Guarantee of the Notes when such release, termination or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or discharge is permitted by the terms of this Indenture; (vh) to make any other change that does not adversely affect the legal rights of any Holder in any material respect as determined in good faith by the Company; (i) to conform any provision of this Indenture, the Notes or the Guarantees to the “Description of the Notes” contained in the Offering Memorandum to the extent that the “Description of the Notes” was intended to be a verbatim recitation of a provision in this Indenture, the Notes or the Guarantees; (j) to provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in as permitted under this Indenture;; or (vik) add to make any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant amendment to the provisions of this Indenture without relating to the consent transfer and legending of any Holder; Notes; provided, however, that (ixa) effect any changes to compliance with this Indenture as so amended would not result in a manner necessary to comply with Notes being transferred in violation of the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement Securities Act or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders other applicable securities law and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xib) make any other change that, in the good faith opinion of the Board of Directors, such amendment does not materially and adversely affect the rights of the Holders to transfer Notes. After an amendment under this Section becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any Holderdefect therein, shall not impair or affect the validity of an amendment under this Section.

Amendments Without Consent of Holders. The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend this Indenture or supplement this Indenture, the Intercreditor Agreement or any Security Document Notes without notice to or the consent of any Holder, Holder to: (ia) convey, transfer, assign, mortgage or pledge any property or assets to the trustee as security for the Notes; (b) evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company or any Subsidiary Guarantor under the Indenture pursuant to Article 9; (c) add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes; (d) cure any ambiguity, defect, omission ambiguity or inconsistency correct or supplement any provision contained in this the Indenture that may be defective or inconsistent with any other provision contained in the Indenture, the Notes, the Intercreditor Agreement or any Security Document, make such other provisions in regard to matters or to make any changes or modifications of this Indenture necessary in connection with the qualification of this Indenture questions arising under the TIAIndenture as the Board of Directors may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of Notes; (ii) comply with the provisions in Section 5.01; (iiie) evidence and provide for the acceptance of an appointment hereunder under the Indenture by a successor Trusteetrustee with respect to the Notes 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 the one trustee pursuant to the requirements of the Indenture; (ivf) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (g) make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company or a Subsidiary Guarantor (or any Representative thereof) under such subordination provisions; (h) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or additional Guarantees with respect to the Notes and release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by in accordance with the terms Section 4.06 of this the Second Supplemental Indenture; (vi) to provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this IndentureNotes; (vij) add any Subsidiary Guarantor Pledgor conform the text of the Indenture or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or to any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf provision of the Holders and the holders Description of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture)Notes; or (xik) comply with any requirement of the Commission in connection with the qualification of the Indenture under the TIA. An amendment under this Section 8.01 may not make any other change that, in that adversely affects the good faith opinion rights under Article 13 of the Board Indenture or Article 5 of Directorsthe Second Supplemental Indenture of any holder of Senior Indebtedness of the Company or a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 8.01 becomes effective, does the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not materially and adversely impair or affect the rights validity of any Holder.an amendment under this Section 8.01

Amendments Without Consent of Holders. The Without the consent of any Noteholder, the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this the Indenture, the Intercreditor Agreement or any Security Document without notice to Notes or the consent of any Holder, Subsidiary Guarantees to: (i1) cure any ambiguityambiguity or defect or to correct or supplement any provision in the Indenture or the Notes that may be inconsistent with any other provision therein; (2) evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and, defectto the extent applicable, omission to the Notes; (3) provide for uncertificated Notes in addition to or inconsistency in place of certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) add a Subsidiary Guarantee and cause any Person to become a Subsidiary Guarantor, and/or to evidence the succession of another Person to a Subsidiary Guarantor and the assumption by any such successor of the Subsidiary Guarantee of such Subsidiary Guarantor herein; (5) secure the Notes; (6) add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Noteholders or to surrender any right or power herein conferred upon the Company and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in the Indenture; provided that in respect of any such additional covenant, restriction, condition or provision, 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 case of other Defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (7) make any change to any provision of the Indenture that would provide any additional rights or benefits to the Noteholders or that does not adversely affect the rights or interests of any such Holder; (8) provide for the issuance of Additional Notes in accordance with the provisions set forth in the Indenture on the date of the Indenture; (9) add any additional Defaults or Events of Default in respect of the Notes; (10) change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no debt security outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (11) establish the form or terms of debt securities of any series as permitted under this Indenture, the Notes, the Intercreditor Agreement or including to reopen any Security Document, or to make series of any changes or modifications of this Indenture necessary in connection with the qualification of this Indenture under the TIAdebt securities as permitted hereunder; (ii) comply with the provisions in Section 5.01; (iii12) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee with respect to the Notes and to 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 hereunder by more than one Trustee, pursuant to the requirements hereof; (iv13) add conform the text of the Indenture (and/or any supplemental indenture) or the Notes to any provision of the “Description of notes” appearing in the offering memorandum dated September 12, 2016 related to the Initial Notes, to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture (and/or any supplemental indenture) or the Notes or Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this IndentureGuarantees issued hereunder; (v14) provide for the issuance of Additional Notes and PIK Notes add a corporate co-issuer in accordance with the limitations set forth in this Indenture;Section 5.01 hereof; or (vi15) modify, eliminate or add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this the Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner such extent as shall be necessary to comply with effect the applicable procedures qualification of Euroclear the Indenture under the Trust Indenture Act, or under any similar federal statute subsequently enacted, and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments add to the Security Documents or this Indenture, Indenture such other provisions as may be expressly required under the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any HolderTrust Indenture Act.

Amendments Without Consent of Holders. The Without the consent of any Noteholder, the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this the Indenture, the Intercreditor Agreement or any Security Document without notice to Notes or the consent of any Holder, Subsidiary Guarantees to: (i1) cure any ambiguity, defect, omission ambiguity or inconsistency in this Indenture, the Notes, the Intercreditor Agreement or any Security Document, defect or to make correct or supplement any changes provision in the Indenture or modifications of this Indenture necessary in connection the Notes that may be inconsistent with the qualification of this Indenture under the TIAany other provision therein; (ii2) comply evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and, to the extent applicable, to the Notes; (3) provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) add a Subsidiary Guarantee and cause any Person to become a Subsidiary Guarantor, and/or to evidence the succession of another Person to a Subsidiary Guarantor and the assumption by any such successor of the Subsidiary Guarantee of such Subsidiary Guarantor herein; (5) secure the Notes; (6) add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Noteholders or to surrender any right or power herein conferred upon the Company and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in the Indenture; provided that in respect of any such additional covenant, restriction, condition or provision, 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 case of other Defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (7) make any change to any provision of the Indenture that would provide any additional rights or benefits to the Noteholders or that does not adversely affect the rights or interests of any such Holder; (8) provide for the issuance of Additional Notes in accordance with the provisions set forth in Section 5.01the Indenture on the date of the Indenture; (iii9) add any additional Defaults or Events of Default in respect of the Notes; (10) establish the form or terms of Additional Notes as permitted by the Indenture; (11) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee with respect to the Notes and to 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 hereunder by more than one Trustee, pursuant to the requirements hereof; (iv12) add conform the text of the Indenture (and/or any supplemental indenture) or the Notes to any provision of the “Description of Notes” appearing in the offering memorandum dated September 29, 2012 related to the Initial Notes, to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture (and/or any supplemental indenture) or the Notes or Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this IndentureGuarantees issued hereunder; (v13) provide for the issuance of Additional Notes and PIK Notes add a corporate co-issuer in accordance with the limitations set forth in this Indenture;Section 5.01 hereof; or (vi14) modify, eliminate or add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this the Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner such extent as shall be necessary to comply with effect the applicable procedures qualification of Euroclear the Indenture under the Trust Indenture Act, or under any similar federal statute subsequently enacted, and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments add to the Security Documents or this Indenture, Indenture such other provisions as may be expressly required under the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any HolderTrust Indenture Act.

Amendments Without Consent of Holders. (a) The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors Company and the Trustee Trustee, or the Collateral Agent, as applicable, may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document Documents and the Notes without notice to or the consent of any Holder, to: (i1) to cure any ambiguity, defect, omission defect or inconsistency in this Indenture, Indenture or the Notes, provided that such amendments or supplements shall not adversely affect the Intercreditor Agreement interest of the Holders of the applicable Notes in any material respect; (2) to comply with Section 4.07 or Article 5; (3) to comply with any Security Document, or to make any changes or modifications requirements of this Indenture necessary the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; (ii4) comply with the provisions in Section 5.01; (iii) to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv5) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this Indenture; (v) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, that does not materially and adversely affect the rights of any Holder; (6) to provide for uncertificated Notes in addition to or in place of certificated Notes; (7) to add Guarantees with respect to the Notes in accordance with the applicable provisions of this Indenture; (8) to add additional collateral for the Notes or to release the security interest of the Trustee in any Collateral in accordance with this Indenture or the Security Documents; or (9) to conform any provision contained in this Indenture or any Security Document to the Section titled “Description of notes” contained in the Offering Memorandum. At the direction of the Company but without the consent of any Holder of Notes, the Trustee shall enter into a subordination agreement with respect to the Seller Note providing that the Company’s obligations under the Seller Note shall be subordinated to the Company’s obligations under the Notes on terms that, taken as a whole, are not materially less favorable to Holders of the Notes than the terms of the subordination agreement of the Seller Note to the Credit Agreement. Additionally, at the direction of the Company but without the consent of any Holder of Notes, the Trustee shall enter into one or more intercreditor agreements (or amend any existing intercreditor agreements) with the holders of Indebtedness permitted by clause (a)(1) of Section 4.03 or one or more agents for such holders for purposes of subordinating the Liens securing the Notes Obligations to any Liens securing Indebtedness permitted by clause (a)(1) of Section 4.03 so long as the terms of any such intercreditor agreement (or in the case of an amendment to any existing intercreditor agreement, such agreement as proposed to be amended), taken as a whole, are not materially less favorable to the Holders than the terms of the Initial Intercreditor Agreement. Upon the execution of any such intercreditor agreement, it shall thereby become the Intercreditor Agreement for the purposes hereof.

Amendments Without Consent of Holders. The CompanyIssuer, the Subsidiary Guarantors, the JV Subsidiary Guarantors Trustee and the Trustee Second-Lien Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreement Notes, the Note Guarantees or any the Second-Priority Security Document Documents without notice to or the consent of any Holder, toNoteholder: (i1) to cure any ambiguity, defectomission, omission mistake, defect or inconsistency in this Indenture, the Notes, the Intercreditor Agreement Note Guarantees or any the Second-Priority Security Document, or to make any changes or modifications of this Indenture necessary in connection with the qualification of this Indenture under the TIADocuments; (ii2) to comply with the provisions in Section 5.01Article 5; (iii3) to evidence and provide for the acceptance of an appointment hereunder by a successor Trusteetrustee under this Indenture or a successor collateral agent under the Second-Priority Security Documents; (iv4) to provide for uncertificated Notes in addition to or in place of certificated Notes; (5) to provide for any Guarantee of the Notes, to add security to or for the benefit of the Notes or to effect, confirm and evidence the release, termination, subordination or discharge of any Subsidiary Guarantor Guarantee of or JV Subsidiary Guarantor Lien securing the Notes when such release, termination, subordination or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or discharge is permitted by this Indenture and the terms Second-Priority Security Documents; (6) to provide for or confirm the issuance of Additional Notes; (7) 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; (8) to conform any provision to the “Description of Notes” section of the Offering Circular; (9) to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of additional First-Priority Lien Obligations or Second-Priority Lien Obligations permitted by this Indenture; (v10) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in to add additional obligors under this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure , the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral;the Note Guarantees; or (viii11) in to make any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant amendment to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments relating to the Security Documents or transfer and legending of the Notes as permitted by this Indenture, the appointment provided that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders applicable securities law and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xiii) make any other change that, in the good faith opinion of the Board of Directors, such amendment does not materially and adversely affect the rights of any Holderthe Holders of the Notes to transfer Notes.

Amendments Without Consent of Holders. (a) The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenture, the Notes, the Security Documents or the Intercreditor Agreement or any Security Document without notice to or the consent of any Holder, Noteholder to: (i1) cure any ambiguity, defect, omission defect or inconsistency in this Indenture, the Notes, the Security Documents or the Intercreditor Agreement or any Security DocumentAgreement, or to make any changes or modifications of including conforming this Indenture necessary to the description of the Notes in connection with the qualification of this Indenture under offering memorandum relating to the TIANotes; (ii2) comply with the provisions provide for uncertificated Notes in Section 5.01addition to or in place of Certificated Notes; (iii3) provide for the assumption of the Company's or any Guarantor's obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's or such Guarantor's assets; (4) evidence and provide for the acceptance of an appointment hereunder by of a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this Indenture; (v5) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi6) add provide for the issuance of a Note Guarantee with respect to the Notes; (7) make any Subsidiary Guarantor Pledgor change that would provide any additional rights or release benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any Subsidiary Guarantor Pledgor such Holder; or (8) comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act. (A) The Trustee shall (and is hereby authorized to) amend or supplement the Intercreditor Agreement or any of the Security Documents or enter into one or more additional or replacement security documents or intercreditor agreements, or amend or supplement one or more additional or replacement security documents or intercreditor agreements (collectively, the "Intercreditor Documentation") upon receipt of an Officers' Certificate stating that such amendments, supplements, replacements or additional Intercreditor Documentation is necessary to give effect to the granting of a Permitted Lien: (i) ranking senior to the Liens securing the Notes or any Note Guarantee ("Note Lien") to the extent contemplated by the Intercreditor Agreement or any Intercreditor Documentation reflecting identical terms, provided such senior Liens are permitted either by paragraph (1) or by paragraph (12) of the definition of "Permitted Liens" (and the terms of Section 3.7 of the Intercreditor Agreement, or comparable terms in any Intercreditor Documentation, shall be given effect in connection therewith) ("Priority Liens"); (ii) ranking equally and ratably with the Liens securing the Notes, provided such equal and ratable Liens are permitted by any of paragraph (1) or paragraph (9) or paragraph (12) of the definition of "Permitted Liens" (and such other contractual adjustments as shall be necessary to establish such equal and ratable status shall be effected) ("Parity Liens"); or (iii) ranking junior to the Liens Securing the Notes, provided such junior Liens are permitted by any of paragraph (1) or paragraph (9) or paragraph (12) of the definition of "Permitted Liens" ("Subordinated Liens"); provided that the Trustee shall not be required to execute any such document on terms which, in the Trustee's reasonable opinion, would expose the Trustee to or create any liability for which the Trustee is not, in its sole discretion, adequately compensated or indemnified; provided further that no such amendment, supplement or additional agreement shall adversely affect the rights of the holders of the Notes in any other respect with respect to the Collateral. Prior to the execution and delivery by the Trustee of any such amendment, supplement or additional agreement, the Trustee shall be entitled to receive an Officers' Certificate from the Company, in a form reasonably satisfactory to it, which shall designate whether the Permitted Lien shall be a Priority Lien, a Parity Lien or a Subordinated Lien and shall include (where appropriate) calculations establishing that such Permitted Lien is permitted by the terms of this Indenture and an Opinion of Counsel stating that such amendments, supplements or additional agreements are authorized or permitted by this Indenture and comply with this Section 9.01(b). The Trustee shall be fully protected in relying on any such Officers' Certificate and Opinion of Counsel, subject to Sections 7.01 and 7.02 of this Indenture. For the avoidance of doubt, the Trustee and each Noteholder by accepting a Note agrees that (i) the Note Liens and the Parity Liens on any Collateral (other than Primary Collateral) are, as set forth in the Intercreditor Agreement or any Intercreditor Documentation, subordinate in ranking to all present and future Priority Liens, (ii) the Note Liens upon any and all Collateral shall be of equal ranking with all Parity Liens, (iii) the Note Liens will be senior in ranking to all Subordinated Liens and (iv) any Person holding a Parity Lien (or a collateral agent on its behalf) shall be granted a perfected security interest in all Collateral pursuant to security documents on terms comparable to those granted to the Trustee and any such person shall have the independent right to take action with respect to Collateral pursuant to Intercreditor Documentation on terms comparable to those granted to the Trustee under the Intercreditor Agreement, mutatis mutandis. (B) Notwithstanding (i) anything to the contrary contained in the Intercreditor Documentation or any document or agreement evidencing or controlling the terms of the Indebtedness in respect of Liens, (ii) the time, order or method of attachment of the Note Liens, the Priority Liens, the Parity Liens or the Subordinated Liens, (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral, (iv) the time of taking possession or control over any Collateral, (v) the rules for determining priority under the Uniform Commercial Code or any other law governing relative priorities of secured creditors, (vi) that any Priority Lien may not have been perfected or (vii) any other circumstance of any kind or nature whatsoever, consistent with the foregoing: (1) The Note Liens and the Parity Liens will in all circumstances be subordinate in ranking to all Priority Liens, whenever granted upon any present or future Collateral (other than Primary Collateral); (vii2) add additional Collateral The Note Liens will in all circumstances be of equal ranking with all Parity Liens, whenever granted with respect to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional CollateralIndebtedness secured by Parity Liens; (viii3) The Note Liens will in all circumstances be senior to all Indebtedness Secured by Subordinated Liens, whenever granted on any other case where present or future Collateral. The provisions set forth in this Section 9.01(b)(B) are intended to be effective among the holders of Note Liens, Priority Liens, Parity Liens and Subordinated Liens notwithstanding the Trustee's failure or refusal to execute any amendment, supplement, replacement or additional Intercreditor Documentation otherwise complying with Section 9.01(b)(A), and the holders of such Liens shall be entitled to rely upon the terms set forth in this Section 9.01(b)(B) as a supplemental indenture to this Indenture third party beneficiary. (C) Each Noteholder, by accepting a Note, agrees that (i) no consent of the Holders of the Notes is required or permitted to be entered into pursuant to in connection with effectuating any of the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (foregoing, including, without limitation, permitting in connection with the Trustee's actions related to the execution, delivery and performance of any and all amendments, supplements, replacements or additional Intercreditor Documentation consistent with the terms set forth above, and to the terms of such amended, supplemented, replacement or additional Intercreditor Documentation set forth in this Section 9.01(b), and (ii) the Trustee shall have no liability in connection with actions taken in furtherance of the foregoing, subject to enter into, the Intercreditor Agreement or any amendments to the Security Documents or Section 7.01(c) of this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder.

Amendments Without Consent of Holders. The Notwithstanding Section 9.02 hereof, without the consent of any Holder, the Company, the any Subsidiary Guarantors, the JV Guarantor (with respect to its Subsidiary Guarantors Guarantor or this Indenture) and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document without notice to or Notes and the consent of any Holder, Subsidiary Guarantees to: (i1) cure any ambiguity, defectomission, omission mistake, defect or inconsistency in inconsistency; (2) comply with Article 5; (3) provide for the assumption by a successor entity (or co-issuer) of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes, the Intercreditor Agreement Notes or any Security DocumentSubsidiary Guarantee (whether through merger, consolidation, sale of all or to make any changes substantially all of assets and properties or modifications of this Indenture necessary in connection with the qualification of this Indenture under the TIAotherwise); (ii4) provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (5) comply with the provisions in Section 5.01rules of any applicable depositary; (iii6) add Guarantees with respect to the Notes or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or this Indenture in accordance with the applicable provisions of this Indenture; (7) secure the Notes and the Subsidiary Guarantees; (8) add to the covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of the Holders or to make changes that would provide additional rights to Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor; (9) make any change that does not materially adversely affect the rights of any Holder under this Indenture; (10) evidence and or provide for the acceptance appointment under this Indenture of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee trustee; provided that the successor trustee is otherwise qualified and eligible to act as provided or permitted by such under the terms of this Indenture; (v11) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in under this Indenture; (vi12) add comply with the provisions described under Article 10 or Section 4.15; (13) conform the text of this Indenture (including any supplemental indenture or other instrument pursuant to which Additional Notes are issued), the Notes or the Subsidiary Guarantor Pledgor Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated June 17, 2020 to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or release the Subsidiary Guarantees as confirmed to the Trustee by an Officers’ Certificate, or, with respect to any Subsidiary Guarantor Pledgor as provided Additional Notes or permitted by any supplemental indenture or other instrument pursuant to which Additional Notes or any supplemental indenture or other instrument pursuant to which Additional Notes are issued, to any provision of the “Description of Notes” relating to the issuance of the Additional Notes solely to the extent that the “Description of Notes” provides for terms of such Additional Notes that differ from the terms of this Indenture;the Initial Notes; or (vii14) add additional Collateral to secure the Notes or make any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant amendment to the provisions of this Indenture without relating to the consent transfer and legending of any Holder; (ix) effect any changes to Notes as permitted by this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (Indenture, including, without limitationlimitation to facilitate the issuance and administration of the Notes; provided, permitting however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Trustee to enter into, the Intercreditor Agreement Securities Act or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders applicable securities law and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xiB) make any other change that, in the good faith opinion of the Board of Directors, such amendment does not materially and adversely affect the rights of Holders to transfer Notes. After an amendment or supplement under this Indenture becomes effective, the Company is required to deliver or mail to the Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to deliver or mail such notice to all the Holders, or any Holderdefect in the notice, shall not impair or affect the validity of the amendment, supplement or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.04 and Section 12.03 hereof, as applicable, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments Without Consent of Holders. (a) The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document may be amended, without notice to or the consent of any Holder, to: (i) cure any ambiguity, defect, omission or inconsistency in this the Indenture, the NotesIntercreditor Agreement, the Intercreditor Agreement Notes or any Security Document, or ; provided that such actions pursuant to make any changes or modifications this clause (i) do not materially and adversely affect the interests of this Indenture necessary in connection with the qualification of this Indenture under the TIAHolders; (ii) comply with the provisions in Section 5.01Article 5; (iii) evidence and provide for the acceptance of an appointment hereunder by a successor TrusteeTrustee or a Shared Security Agent; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor Guarantor, or any Subsidiary Guarantee or JV Subsidiary Guarantee Guarantee, or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee Guarantee, as the case may be, as provided or permitted by the terms of this Indenture; (v) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor (including the corresponding Collateral relating to such Subsidiary Guarantor Pledgor) as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or Notes, any Subsidiary Guarantee and create and register Liens on such additional Collateralor any JV Subsidiary Guarantee; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and or Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee and the Shared Security Agent to enter into, supplement or amend the Intercreditor Agreement or any amendments to Agreement, the Security Documents or this IndentureIndenture as applicable, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and permitting the holders of Permitted Pari Passu Secured Indebtedness (or their representatives) to accede to the Intercreditor Agreement, to release and taking de-register the Liens in accordance with this Indenture, and take any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness Indebtedness, in accordance with this Indenture); or; (xi) make any other change that, in the good faith opinion of the Board of Directors, that does not materially and adversely affect the rights of any Holder; or (xii) conform the text of this Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees to any provision described under the caption “Description of the Notes” in the offering circular of the Company dated April 4, 2019 to the extent that such provision described under the caption “Description of the Notes” in such offering circular was intended to be a verbatim recitation of a provision in this Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees.

Amendments Without Consent of Holders. (a) The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement (if any) or any Security Document may be amended, without notice to or the consent of any Holder, to: (i) cure any ambiguity, defect, omission or inconsistency in this the Indenture, the Notes, the Intercreditor Agreement (if any), the Notes or any Security Document, or ; provided that such actions pursuant to make any changes or modifications this clause (i) do not materially and adversely affect the interests of this Indenture necessary in connection with the qualification of this Indenture under the TIAHolders; (ii) comply with the provisions in Section 5.01Article 5; (iii) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor Guarantor, or any Subsidiary Guarantee or JV Subsidiary Guarantee Guarantee, or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee Guarantee, as the case may be, as provided or permitted by the terms of this Indenture; (v) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor (including the corresponding Collateral relating to such Subsidiary Guarantor Pledgor) as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or Notes, any Subsidiary Guarantee and create and register Liens on such additional Collateralor any JV Subsidiary Guarantee; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and or Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee and the Collateral Agent to enter into, supplement or amend the Intercreditor Agreement (if any), appointment of a common collateral agent or any amendments to an intercreditor agent, the Security Documents or this IndentureIndenture as applicable, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and permitting the holders of Permitted Pari Passu Secured Indebtedness (or their representatives) to accede to the Intercreditor Agreement (if any), to release and taking de-register the Liens in accordance with this Indenture, and take any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness Indebtedness, in accordance with this Indenture); or; (xi) make any other change that, in the good faith opinion of the Board of Directors, that does not materially and adversely affect the rights of any Holder; or (xii) conform the text of this Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees to any provision described under the caption “Description of the Notes” in the offering circular of the Company dated April 25, 2013 to the extent that such provision described under the caption “Description of the Notes” in such offering circular was intended to be a verbatim recitation of a provision in this Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees.

Amendments Without Consent of Holders. The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors Trustee and the Trustee Notes Collateral Agent, at the Company’s expense, may from time to time and at any time amend or supplement this Indenture, the Notes Security Documents and the Intercreditor Agreement for one or any Security Document without notice to or more of the consent of any Holder, tofollowing purposes: (ia) to cure any ambiguity, defectomission, omission defect or inconsistency in inconsistency; (b) to provide for the assumption by a Successor Person of the obligations of the Company or a Subsidiary Guarantor under the Notes and this Indenture pursuant to ARTICLE 11; (c) to add guarantees with respect to the Notes; (d) to provide for the issuance of additional Notes; (e) to add to the covenants or Events of Default of the Company or the Subsidiary Guarantors for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor under this Indenture, the Notes, the Intercreditor Agreement or any Security Document, or ; (f) to make any change that does not adversely affect the rights of any Holder in any material respect; (g) in connection with any Common Stock Change Event, subject to the provisions of Section 14.02, to provide that the Notes are convertible into Reference Property and make such related changes or modifications to the terms of this Indenture necessary the Notes to the extent expressly required by Section 14.07; (h) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; (iii) comply to appoint a successor trustee with respect to the provisions in Section 5.01Notes; (iiij) evidence to irrevocably elect or eliminate one of the Settlement Methods and/or irrevocably elect a minimum Specified Dollar Amount (k) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Notes Collateral Agent or other representative for the benefit of the Holders, as additional security for the payment and performance of all or any portion of the Notes Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Notes Collateral Agent pursuant to this Indenture, any of the Notes Security Documents or the Intercreditor Agreement; (l) to add parties to any Notes Security Documents or any amendment to the Intercreditor Agreement that adds additional creditors permitted to become a party thereto as contemplated under the terms of this Indenture and the Intercreditor Agreement; (m) to provide for the acceptance succession of any parties to the Notes Security Documents or the Intercreditor Agreement (and other amendments that are administrative or ministerial in nature) in connection with an appointment hereunder amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Credit Agreement that is not prohibited by a successor Trusteethis Indenture; (ivn) add to enter into any amendment to the Intercreditor Agreement that is necessary to permit the Company or the Subsidiary Guarantor or JV Subsidiary Guarantor or Guarantors to take any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted action that is not otherwise prohibited by the terms of this Indenture; (vo) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or to release any Subsidiary Guarantor Pledgor as provided or permitted by Collateral from the terms Liens of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness Security Documents in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter intoIndenture, the Intercreditor Agreement or Notes Security Documents; or (p) to permit additional Indebtedness to be secured by the Collateral in accordance with the terms of this Indenture, Notes Security Documents and the Intercreditor Agreement as applicable. Notwithstanding the foregoing, without the consent of the Required Holders, no amendment may (A) make any amendments change in any Notes Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Notes Obligations or (B) change or alter the priority of the Liens securing the Notes Obligations in any material portion of the Collateral in any way materially adverse, taken as a whole, to the Security Documents or Holders, other than, in each case, as provided under the terms of this Indenture, the appointment of any common security trustee Notes Security Documents or collateral agent under any Intercreditor Agreement then in effect. Upon the written request of the Company and the Subsidiary Guarantors, the Trustee and the Notes Collateral Agent are hereby authorized to hold join with the Company and the Subsidiary Guarantors in the execution of any such amendment of or supplement to this Indenture, the Notes Security Documents and the Intercreditor Agreement, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Notes Collateral on behalf Agent shall not be obligated to, but may in their respective discretion, enter into any such amendment or supplement that affects their respective rights, duties or immunities under this Indenture or otherwise. Any amendment of or supplement to this Indenture, the Notes Security Documents and the Intercreditor Agreement authorized by the provisions of this Section 10.01 may be executed by the Company, the Subsidiary Guarantors, the Trustee and the Notes Collateral Agent without the consent of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board Notes at the time outstanding, notwithstanding any of Directors, does not materially and adversely affect the rights provisions of any HolderSection 10.02.

Amendments Without Consent of Holders. The Company, the Subsidiary Issuer, the Guarantors, the JV Subsidiary Guarantors Trustee, the Collateral Agent and the Trustee Mortgage Tax Collateral Agent, as applicable, may amend amend, supplement or supplement waive this Indenture, the Intercreditor Agreement Notes, the Guarantees or any the Security Document Documents without notice to or the consent of any Holder, to: (ia) to evidence the succession of another Person to the Issuer or the Company or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Issuer or the Company herein and in the Notes or the Guarantees; (b) to add to the covenants of the Issuer or the Company such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes, or to surrender any right or power herein conferred upon the Issuer or the Company, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenants, restrictions, conditions or provisions such amendment, supplemented indenture or waiver may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (c) to cure any ambiguity, defect, omission defect or inconsistency in this Indenture, the Notes, the Intercreditor Agreement Guarantees or the Security Documents; (d) to comply with any Security Document, or to make any changes or modifications requirements of this Indenture necessary the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; (iie) comply with the provisions in Section 5.01; (iii) to evidence and provide for the acceptance of an appointment hereunder by a successor Trusteeor replacement Trustee or under the Security Documents of a successor or replacement Collateral Agent or Mortgage Tax Collateral Agent; (ivf) to provide for uncertificated Notes in addition to, or in place of, Certificated Notes; (g) to provide for any Guarantee of the Notes; (h) to add security to or for the benefit of the Notes and, in the case of the Security Documents, to or for the benefit of the other secured parties named therein, or to confirm and evidence the release, termination or discharge of any Subsidiary Guarantor Guarantee of the Notes or JV Subsidiary Guarantor Lien securing the Notes or any Subsidiary Guarantee when such release, termination or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or discharge is permitted by this Indenture and the terms Security Documents; (i) to provide for, or confirm the issuance of, Additional Notes; (j) to evidence compliance with Section 4.14; (k) to make any other change that does not adversely affect the legal rights of any Holder; or (l) to conform any provision of this Indenture; (v) , the Notes, the Guarantees or the Security Documents to the ‘‘Description of Notes’’ contained in the Offering Circular to the extent that the ‘‘Description of Notes’’ was intended to be a verbatim recitation of a provision in this Indenture, the Notes, the Guarantees or the Security Documents. By receiving Notes, Holders of the Notes are hereby deemed to have consented for purposes of this Indenture and the Security Documents, and the Collateral Agent and the Trustee are hereby authorized and directed by the Holders of the Notes, upon receipt of an Officers’ Certificate more fully described below, to amend, supplement or otherwise modify the Security Documents to add or provide for additional secured parties to the issuance extent Liens securing Indebtedness and other Obligations held by such parties are permitted under this Indenture (and to reflect any differing level of Additional Notes Lien priorities among the holders of First-Priority Lien Obligations); provided that after so securing any such additional secured parties, the amount of First-Priority Lien Obligations, Second-Priority Lien Obligations and PIK Notes Junior-Priority Lien Obligations does not exceed the amount set forth under clause (i) of the definition of “Permitted Liens.” In executing any such amendment, supplement, consent or waiver or other modification of a Security Document (or in accordance with entering into a new intercreditor agreement or other Security Document described in the limitations preceding paragraph), the Trustee and the Collateral Agent shall be entitled to receive and (subject to their duties set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor shall be fully protected in relying upon an Officers’ Certificate stating that the execution of such amendment, supplement, consent or release any Subsidiary Guarantor Pledgor as provided waiver or new agreement is authorized or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee applicable Security Document and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to complies with the provisions thereof and of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder.this

Amendments Without Consent of Holders. The (a) Without the consent of any Holder of Notes, the Company, the Subsidiary GuarantorsGuarantors (if any), the JV Subsidiary Guarantors Trustee and the Canadian Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document without notice to Indenture or the consent of any Holder, Notes or the Guarantees thereof issued thereunder to: (i) cure any ambiguity, defect, omission ambiguity or inconsistency in this Indenture, the Notes, the Intercreditor Agreement or any Security Document, defect or to make correct or supplement any changes or modifications of this Indenture necessary in connection provision herein that may be inconsistent with the qualification of this Indenture under the TIAany other provision herein; (ii) comply with evidence the provisions in Section 5.01succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and, to the extent applicable, to the Notes; (iii) evidence HoldCo as a co-issuer of the Notes pursuant to Section 5.03(a); (iv) evidence the assumption by HoldCo of all of the obligations of the Company under the Notes and this Indenture pursuant to Section 5.03(b); (v) provide for uncertificated Notes in addition to or in place of certificated Notes; (vi) add a Subsidiary Guarantee and cause any Person to become a Subsidiary Guarantor, and/or to evidence the succession of another Person to a Subsidiary Guarantor and the assumption by any such successor of the Subsidiary Guarantee of such Subsidiary Guarantor herein; (vii) secure the Notes; (viii) add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Holders or the Notes or to surrender any right or power therein conferred upon the Company and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as set forth therein; provided, that in respect of any such additional covenant, restriction, condition or provision, 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 case of other Defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee or Canadian Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (ix) make any change to any provision of this Indenture that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the rights or interests of any such Holder; (x) provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture on the date of this Indenture; (xi) add any additional Defaults or Events of Default in respect of the Notes; (xii) change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there no Notes outstanding created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (xiii) evidence and provide for the acceptance of an appointment hereunder by a successor Trusteetrustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of this Indenture or the requirements of law; (ivxiv) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted evidence the removal of Canadian Trustee if no longer required by the terms of this Indenturelaw; (vxv) provide for conform the issuance text of Additional this Indenture (and/or any supplemental indenture) or any Notes and PIK issued hereunder to any provision of a description of such Notes appearing in a prospectus or prospectus supplement or an offering memorandum or offering circular pursuant to which such Notes were offered to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture (and/or any supplemental indenture) or any Notes or Guarantees issued thereunder; (xvi) add a corporate co-issuer in accordance with the limitations set forth in this Indenture;Section 5.01; or (vixvii) modify, eliminate or add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without to such extent as shall be necessary to effect the consent qualification of such indenture under the Trust Indenture Act, or under any similar federal statute subsequently enacted, and to add to such Indenture such other provisions as may be expressly required under the Trust Indenture Act. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any Holder; (ix) effect such amended or supplemental indenture, and upon receipt by the Trustee and the Canadian Trustee of the documents described in Section 9.03 hereof, the Trustee and the Canadian Trustee are hereby authorized to join with the Company and any changes Subsidiary Guarantor in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer, assignment, mortgage, charge or pledge of any property thereunder, but the Trustee and the Canadian Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s or the Canadian Trustee’s own rights, duties or immunities under this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holderotherwise.

Amendments Without Consent of Holders. The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document without notice to or the consent of any Holder, to: (i) cure any ambiguity, defect, omission or inconsistency in this Indenture, the Notes, the Intercreditor Agreement or any Security Document, or to make any changes or modifications of this Indenture necessary in connection with the qualification of this Indenture under the TIA; (ii) comply with the provisions in Section 5.01; (iii) evidence and provide for the acceptance of an appointment hereunder by a successor TrusteeXxxxxxx; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this Indenture; (v) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holder.

Amendments Without Consent of Holders. (a) The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document Indenture without notice to or the consent of any Holder, to: (i) to cure any ambiguity, defect, omission or inconsistency in this Indenture, Indenture or the Notes, the Intercreditor Agreement or any Security Document, or to make any changes or modifications of this Indenture necessary in connection with the qualification of this Indenture under the TIA; (ii) to comply with the provisions in Section 5.01Article 5; (iii) to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this Indenture; (v) to provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (viv) add any Subsidiary Guarantor Pledgor to provide collateral or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional CollateralGuarantee; (viiivi) to effect any changes to this Indenture in a manner necessary to comply with the procedures of Euroclear or Clearstream; (vii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ixviii) to effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstreamthe relevant clearing system; (ix) to add any Subsidiary Guarantor or any Subsidiary Guarantee or release any Subsidiary Guarantor from any Subsidiary Guarantee as provided or permitted by the terms of this Indenture; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with to conform the terms text of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of Notes or the Subsidiary Guarantees to any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf provision of the Holders and “Description of the holders Notes” section of Permitted Pari Passu Secured Indebtedness and taking any other action necessary the offering memorandum of the Company relating to permit the creation and registration Notes dated August 3, 2017 to the extent that such provision in the “Description of Liens on the Collateral Notes” was intended to secure Permitted Pari Passu Secured Indebtedness in accordance with be a verbatim recitation of a provision of this Indenture), the Notes or the Subsidiary Guarantees; or (xi) to make any other change that, in the good faith opinion of the Board of Directors, that would provide any additional right or benefit to Holders or that does not materially and adversely affect the rights of any Holder.

Amendments Without Consent of Holders. The Company, the Subsidiary Issuer, the Guarantors, the JV Subsidiary Guarantors Trustee, the Collateral Agent and the Trustee Wilmington Trust Company (as applicable) may amend amend, supplement or supplement waive this Indenture, the Intercreditor Agreement Notes, the Guarantees or any the Security Document Documents without notice to or the consent of any Holder, to: (ia) to evidence the succession of another Person to the Issuer or the Company or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Issuer or the Company herein and in the Notes or the Guarantees; (b) to add to the covenants of the Issuer or the Company such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes, or to surrender any right or power herein conferred upon the Issuer or the Company, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenants, restrictions, conditions or provisions such amendment, supplemented indenture or waiver may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (c) to cure any ambiguity, defect, omission defect or inconsistency in this Indenture, the Notes, the Intercreditor Agreement Guarantees or the Security Documents; (d) to comply with any Security Document, or to make any changes or modifications requirements of this Indenture necessary the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; (iie) comply with the provisions in Section 5.01; (iii) to evidence and provide for the acceptance of an appointment hereunder by a successor Trusteeor replacement Trustee or under the Security Documents of a successor or replacement Collateral Agent or Mortgage Tax Collateral Agent; (ivf) add any Subsidiary Guarantor to provide for uncertificated Notes in addition to, or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this Indenturein place of, Certificated Notes; (vg) to provide for any Guarantee of the issuance Notes, to add security to or for the benefit of Additional the Notes and, in the case of the Security Documents, to or for the benefit of the other secured parties named therein, or to confirm and PIK evidence the release, termination or discharge of any Guarantee of the Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure Lien securing the Notes or any Subsidiary Guarantee when such release, termination or discharge is permitted by this Indenture and create and register Liens on such additional Collateralthe Security Documents; (viiih) in to provide for, or confirm the issuance of, Additional Notes; (i) to evidence compliance with Section 4.14; (j) to make any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to change that does not adversely affect the provisions of this Indenture without the consent legal rights of any Holder;; or (ixk) effect to conform any changes to this Indenture in a manner necessary to comply with the applicable procedures provision of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment Notes, the Guarantees or the Security Documents to the ‘‘Description of any common security trustee Notes’’ contained in the Issuer’s Confidential Offering Circular dated October 5, 2009 to the extent that the ‘‘Description of Notes’’ was intended to be a verbatim recitation of a provision in this Indenture, the Notes, the Guarantees or collateral agent under any Intercreditor Agreement to hold the Security Documents. In addition, the Collateral on behalf Agent, the Trustee and Wilmington Trust Company (as applicable) may amend the Security Documents to add additional secured parties to the extent Liens securing Indebtedness and other Obligations held by such parties are permitted under this Indenture, including that after so securing any such additional secured parties, the amount of First-Priority Lien Obligations does not exceed the amounts permitted by clauses (i)(a) and (i)(b) of the Holders and the holders definition of “Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any HolderLiens.”

Amendments Without Consent of Holders. (a) The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document Indenture without notice to or the consent of any Holder, to: (i) cure any ambiguity, defect, omission or inconsistency in this Indenture, Indenture or the Notes, the Intercreditor Agreement or any Security Document, or to make any changes or modifications of this Indenture necessary in connection with the qualification of this Indenture under the TIA; (ii) comply with the provisions in Section 5.01Article 5; (iii) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this Indenture; (v) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (viv) add any Subsidiary Guarantor Pledgor provide collateral or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional CollateralGuarantee; (viiivi) effect any changes to this Indenture in a manner necessary to comply with the procedures of DTC, Euroclear or Clearstream; (vii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ixviii) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstreamthe relevant clearing system; (ix) add any Subsidiary Guarantor or any Subsidiary Guarantee or release any Subsidiary Guarantor from any Subsidiary Guarantee as provided or permitted by the terms of this Indenture; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with conform the terms text of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of Notes or the Subsidiary Guarantees to any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf provision of the Holders and “Description of the holders Notes” section of Permitted Pari Passu Secured Indebtedness and taking any other action necessary the offering memorandum of the Company relating to permit the creation and registration Notes dated December 1, 2015 to the extent that such provision in the “Description of Liens on the Collateral Notes” was intended to secure Permitted Pari Passu Secured Indebtedness in accordance with be a verbatim recitation of a provision of this Indenture), the Notes or the Subsidiary Guarantees; or (xi) make any other change that, in the good faith opinion of the Board of Directors, that would provide any additional right or benefit to Holders or that does not materially and adversely affect the rights of any Holder.

Amendments Without Consent of Holders. (a) The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document may be amended, without notice to or the consent of any Holder, to: (i) cure any ambiguity, defect, omission or inconsistency in this the Indenture, the NotesIntercreditor Agreement, the Intercreditor Agreement Notes or any Security Document, or ; provided that such actions pursuant to make any changes or modifications this clause (i) do not materially and adversely affect the interests of this Indenture necessary in connection with the qualification of this Indenture under the TIAHolders; (ii) comply with the provisions in Section 5.01Article 5; (iii) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor Guarantor, or any Subsidiary Guarantee or JV Subsidiary Guarantee Guarantee, or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee Guarantee, as the case may be, as provided or permitted by the terms of this Indenture; (v) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor (including the corresponding Collateral relating to such Subsidiary Guarantor Pledgor) as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or Notes, any Subsidiary Guarantee and create and register Liens on such additional Collateralor any JV Subsidiary Guarantee; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and or Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee and the Shared Security Agent to enter into, supplement or amend the Intercreditor Agreement or any amendments to Agreement, the Security Documents or this IndentureIndenture as applicable, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and permitting the holders of Permitted Pari Passu Secured Indebtedness (or their representatives) to accede to the Intercreditor Agreement, to release and taking de-register the Liens in accordance with this Indenture, and take any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness Indebtedness, in accordance with this Indenture); or; (xi) make any other change that, in the good faith opinion of the Board of Directors, that does not materially and adversely affect the rights of any Holder; or (xii) conform the text of this Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees to any provision described under the caption “Description of the Notes” in the offering circular of the Company dated February 21, 2017 to the extent that such provision described under the caption “Description of the Notes” in such offering circular was intended to be a verbatim recitation of a provision in this Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees.

Amendments Without Consent of Holders. The Without the consent of any Noteholder, the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this the Indenture, the Intercreditor Agreement or any Security Document without notice to Notes or the consent of any Holder, Subsidiary Guarantees to: (i1) cure any ambiguity, defect, omission ambiguity or inconsistency in this Indenture, the Notes, the Intercreditor Agreement or any Security Document, defect or to make correct or supplement any changes provision in the Indenture or modifications of this Indenture necessary in connection the Notes that may be inconsistent with the qualification of this Indenture under the TIAany other provision therein; (ii2) comply evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and, to the extent applicable, to the Notes; (3) provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) add a Subsidiary Guarantee and cause any Person to become a Subsidiary Guarantor, and/or to evidence the succession of another Person to a Subsidiary Guarantor and the assumption by any such successor of the Subsidiary Guarantee of such Subsidiary Guarantor herein; (5) secure the Notes; (6) add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Noteholders or to surrender any right or power herein conferred upon the Company and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in the Indenture; provided that in respect of any such additional covenant, restriction, condition or provision, 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 case of other Defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (7) make any change to any provision of the Indenture that would provide any additional rights or benefits to the Noteholders or that does not adversely affect the rights or interests of any such Holder; (8) provide for the issuance of Additional Notes in accordance with the provisions set forth in Section 5.01the Indenture on the date of the Indenture; (iii9) add any additional Defaults or Events of Default in respect of the Notes; (10) establish the form or terms of Additional Notes as permitted by the Indenture; (11) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee with respect to the Notes and to 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 hereunder by more than one Trustee, pursuant to the requirements hereof; (iv12) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this Indenture; (v) provide for the issuance of Additional Notes and PIK Notes a corporate co-issuer in accordance with the limitations set forth in this Indenture;Section 5.01 hereof; or (vi13) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure if the Notes become subject to the Trust Indenture Act, modify, eliminate or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant add to the provisions of this the Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner such extent as shall be necessary to comply with effect the applicable procedures qualification of Euroclear the Indenture under the Trust Indenture Act, or under any similar federal statute subsequently enacted, and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments add to the Security Documents or this Indenture, Indenture such other provisions as may be expressly required under the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any HolderTrust Indenture Act.

Amendments Without Consent of Holders. The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors Trustee and the Collateral Trustee (in the case of this Indenture, the Security Documents, the Intercreditor Agreement and the Collateral Trust Agreement) may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document Note Documents without notice to or the consent of any Holder, toNoteholder: (i1) to cure any ambiguity, defect, omission defect or inconsistency in this Indenture, Indenture or the Notes, the Intercreditor Agreement or any Security Document, or to make any changes or modifications of this Indenture necessary in connection with the qualification of this Indenture under the TIAother Note Documents; (ii2) to comply with the provisions in Section 5.01Article 5; (iii3) to evidence and provide for the acceptance of an appointment hereunder by of a successor Trustee or successor Collateral Trustee; (iv4) add any Subsidiary Guarantor to provide for uncertificated Notes in addition to or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms in place of this Indenturecertificated Notes; (v5) to provide for any Guarantee of the Notes; (6) to provide for or confirm the issuance of Additional Notes and PIK Notes Notes; (7) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the other Note Documents; (8) to release or subordinate Liens on Collateral in accordance with the limitations set forth in this IndentureNote Documents; (vi9) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor with respect to the Note Documents, as provided or permitted by in the terms of this IndentureIntercreditor Agreement and the Collateral Trust Agreement; (vii10) add additional Collateral to secure conform the Notes text of this Indenture or any Subsidiary Guarantee and create and register Liens on other Note Documents to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such additional Collateralprovision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture or any other Note Document; (viii11) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, that does not materially and adversely affect the rights of any Holder; or (12) to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes or the Note Guarantees when such release, termination or discharge is provided for in accordance with the terms of this Indenture, the Security Documents, the Intercreditor Agreement or the Collateral Trust Agreement. In addition, the Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with their terms and without the consent of any Holder or the Trustee with the consent of the parties thereto or otherwise in accordance with their terms, including to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding, in each case to the extent permitted by the Secured Debt Documents. The Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Trustee in connection with any amendments to corresponding security documents creating Priority Liens. Any such additional party and the Credit Agreement Agent, Trustee and the Collateral Trustee shall be entitled to rely upon an Officers’ Certificate certifying that such Parity Lien Obligations, Priority Lien Obligations or Junior Lien Obligations, as the case may be, were issued or borrowed in compliance with the Senior Credit Facility, this Indenture, the Intercreditor Agreement and the Security Documents and no Opinion of Counsel shall be required in connection therewith.

Amendments Without Consent of Holders. The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors Company and the Trustee may amend or supplement this Indenturethe Indenture or the Notes (and the Company, the Intercreditor Agreement Trustee or any the Collateral Agent may amend of supplement the Security Document Documents) without notice to or the consent of any Holder, to:Noteholder (i1) to cure any ambiguity, defect, omission defect or inconsistency in this Indenture, the Indenture or the Notes, ; (2) to comply with Article 5; (3) to comply with any requirements of the Intercreditor Agreement or any Security Document, or to make any changes or modifications of this Indenture necessary Commission in connection with the qualification of this the Indenture under the TIATrust Indenture Act; (ii4) comply with the provisions in Section 5.01; (iii) to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv5) add any Subsidiary Guarantor to provide for uncertificated Notes in addition to or JV Subsidiary Guarantor in place of certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this Indenturesuccessor provision; (v6) to provide for any Guarantee of the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Subsidiary Guarantee and create and register Liens on of or Lien securing the Notes when such additional Collateralrelease, termination or discharge is permitted by the Indenture; (viii7) in any other case where a supplemental indenture to this Indenture is required provide for or permitted to be entered into pursuant to confirm the provisions issuance of this Indenture without the consent of any HolderAdditional Notes; (ix) effect any changes 8) to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, that does not materially and adversely affect the rights of any Holder; (9) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Offering Circular, as certified by an Officers’ Certificate; or (10) to evidence the issuance of any Pari-Passu Obligations and secure such obligations with Liens on the Collateral. In addition, the Company, the Collateral Agent and the Trustee may amend the Security Documents or execute or deliver such agreements, instruments or other documents (including the Spectrum Registration Rights Agreement, the Spectrum Stockholder Agreement and any other agreement with respect to equityholders’ rights to which the Company or any Guarantor is a party) to permit, or in connection with, the accession of or succession of any parties to the Security and Pledge Agreement or the Collateral Trust Agreement or this Indenture to the extent necessary to effect the pledge of the related equity interests (including in respect of any incurrence of Pari-Passu Obligations).

Amendments Without Consent of Holders. (a) The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document may be amended, without notice to or the consent of any Holder, to: (i) cure any ambiguity, defect, omission or inconsistency in this the Indenture, the NotesIntercreditor Agreement, the Intercreditor Agreement Notes or any Security Document, or ; provided that such actions pursuant to make any changes or modifications this clause (i) do not materially and adversely affect the interests of this Indenture necessary in connection with the qualification of this Indenture under the TIAHolders; (ii) comply with the provisions in Section 5.01Article 5; (iii) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor Guarantor, or any Subsidiary Guarantee or JV Subsidiary Guarantee Guarantee, or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee Guarantee, as the case may be, as provided or permitted by the terms of this Indenture; (v) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor (including the corresponding Collateral relating to such Subsidiary Guarantor Pledgor) as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or Notes, any Subsidiary Guarantee and create and register Liens on such additional Collateralor any JV Subsidiary Guarantee; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and or Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee and the Shared Security Agent to enter into, supplement or amend the Intercreditor Agreement or any amendments to Agreement, the Security Documents or this IndentureIndenture as applicable, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and permitting the holders of Permitted Pari Passu Secured Indebtedness (or their representatives) to accede to the Intercreditor Agreement, to release and taking de-register the Liens in accordance with this Indenture, and take any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness Indebtedness, in accordance with this Indenture); or; (xi) make any other change that, in the good faith opinion of the Board of Directors, that does not materially and adversely affect the rights of any Holder; or (xii) conform the text of this Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees to any provision described under the caption “Description of the Notes” in the offering circular of the Company dated November 15, 2017 to the extent that such provision described under the caption “Description of the Notes” in such offering circular was intended to be a verbatim recitation of a provision in this Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees.

Amendments Without Consent of Holders. (a) The Company, the Subsidiary GuarantorsGuarantors (except that with respect to clause (i), (iv) and (x) below, the JV Subsidiary signatures of the other Guarantors shall not be required) and the Trustee may amend or supplement this Indenture, Indenture or the Intercreditor Agreement or any Security Document Notes without notice to or the consent of any Holder, toNoteholder: (i) add Guarantors with respect to the applicable series of Notes, including any Guarantors, or to secure the Notes; (ii) add covenants for the protection of the Holders of any series of Notes; (iii) add any additional Events of Default; (iv) cure any ambiguity, defectomission, omission mistake, defect or inconsistency in this Indenture; (v) add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; (vi) supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Notes so long as any such action shall not adversely affect the interests of any Holder of such series of Notes or any other series of debt securities issued thereunder; (vii) prohibit the authentication and delivery of additional series of Notes; (viii) provide for uncertificated Notes in addition to or in place of certificated Notes subject to applicable laws; (ix) make any change to this Indenture that does not adversely affect the rights of any holder of any series of debt securities, including the Notes; (x) secure any series of debt securities, including the Intercreditor Agreement Notes; (xi) evidence the acceptance of appointment by a successor trustee and to add to or arrange any Security Document, or to make any changes or modifications provisions of this Indenture necessary for or to facilitate the administration of the trusts created under this Indenture by more than one trustee; (xii) comply with Article 5 of this Indenture; (xiii) in connection with the qualification case of subordinated debt securities, make any change to the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Senior Debt under the TIAsuch provisions (but only if each such holder of Senior Debt under such provisions consents to such change); (ii) comply with the provisions in Section 5.01; (iiixiv) evidence and provide for the acceptance release of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by pursuant to the terms of this Indenture; (v) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vixv) add to, change, or eliminate any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent with respect to one or more series of Notes, so long as any Holder; (ix) effect any changes to such addition, change or elimination not otherwise permitted under this Indenture in a manner necessary shall: (A) neither apply to comply with any series including the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (includingNotes, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments created prior to the Security Documents or this Indenture, execution of such supplemental indenture and entitled to the appointment benefit of any common security trustee or collateral agent under any Intercreditor Agreement to hold such provision nor modify the Collateral on behalf rights of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary such Notes with respect to permit the creation and registration benefit of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture)such provision; or (B) become effective only when there is no such prior security outstanding; or (xixvi) make any other change that, conform this Indenture and/or the Notes to the description of the Notes in the good faith opinion Offering Memorandum applicable to such Notes at the time of the Board of Directors, does not materially and adversely affect the rights of any Holderinitial sale thereof.

Amendments Without Consent of Holders. The Notwithstanding Section 9.02 hereof, without the consent of any Holder, the Company, the any Subsidiary Guarantors, the JV Guarantor (with respect to its Subsidiary Guarantors Guarantor or this Indenture) and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document without notice to or Notes and the consent of any Holder, Subsidiary Guarantees to: (i1) cure any ambiguity, defectomission, omission mistake, defect or inconsistency in this Indenture, the Notes, the Intercreditor Agreement or any Security Document, or to make any changes or modifications of this Indenture necessary in connection with the qualification of this Indenture under the TIAinconsistency; (ii2) comply with Article 5; (3) provide for the assumption by a successor entity (or co-issuer) of the obligations of the Company or any Subsidiary Guarantor under this Indenture and the Notes or Subsidiary Guarantee (whether through merger, consolidation, sale of all or substantially all of assets and properties or otherwise); (4) provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (5) comply with the provisions in Section 5.01rules of any applicable depositary; (iii6) add Guarantees with respect to the Notes or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or this Indenture in accordance with the applicable provisions of this Indenture; (7) secure the Notes and the Subsidiary Guarantees; (8) add to the covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of the Holders or to make changes that would provide additional rights to Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor; (9) make any change that does not materially adversely affect the rights of any Holder under this Indenture; (10) evidence and or provide for the acceptance appointment under this Indenture of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee trustee; provided that the successor trustee is otherwise qualified and eligible to act as provided or permitted by such under the terms of this Indenture; (v11) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in under this Indenture; (vi12) add comply with the provisions described under Article 10 or Section 4.15; (13) conform the text of this Indenture (including any supplemental indenture or other instrument pursuant to which Additional Notes are issued), the Notes or the Subsidiary Guarantor Pledgor Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated September 7, 2017 to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or release the Subsidiary Guarantees, as confirmed to the Trustee by an Officer’s Certificate, or, with respect to any Subsidiary Guarantor Pledgor as provided Additional Notes or permitted by any supplemental indenture or other instrument pursuant to which Additional Notes or any supplemental indenture or other instrument pursuant to which Additional Notes are issued, to any provision of the “Description of Notes” relating to the issuance of the Additional Notes solely to the extent that the “Description of Notes” provides for terms of such Additional Notes that differ from the terms of this Indenture;the Initial Notes; or (vii14) add additional Collateral to secure the Notes or make any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant amendment to the provisions of this Indenture without relating to the consent transfer and legending of any Holder; (ix) effect any changes to Notes as permitted by this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (Indenture, including, without limitationlimitation to facilitate the issuance and administration of the Notes; provided, permitting however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Trustee to enter into, the Intercreditor Agreement Securities Act or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders applicable securities law and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xiB) make any other change that, in the good faith opinion of the Board of Directors, such amendment does not materially and adversely affect the rights of Holders to transfer Notes. After an amendment or supplement under this Indenture becomes effective, the Company is required to deliver or mail to the Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to deliver or mail such notice to all the Holders, or any Holderdefect in the notice, shall not impair or affect the validity of the amendment, supplement or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.04 and Section 12.03 hereof, as applicable, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments Without Consent of Holders. (a) The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Intercreditor Agreement or any Security Document Notes without notice to or the consent of any Holder, to: (i) cure any ambiguity, defect, omission or inconsistency in this Indenture, the Notes, Notes or the Intercreditor Agreement or any Security Document, or to make any changes or modifications of this Indenture necessary in connection with the qualification of this Indenture under the TIASubsidiary Guarantees; (ii) comply with the provisions in Section 5.01Article 5; (iii) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this Indenture; (v) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (viv) add effect any Subsidiary Guarantor Pledgor change to this Indenture in a manner necessary to comply with the procedures of Euroclear or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this IndentureClearstream; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viiivi) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ixvii) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstreamthe relevant clearing system; (viii) add any Subsidiary Guarantor or any Subsidiary Guarantee or release any Subsidiary Guarantor from any Subsidiary Guarantee as provided or permitted by the terms of this Indenture; (ix) add any Liens to secure the Notes or a Subsidiary Guarantee or to enter into any intercreditor agreement or amendments or supplements thereto; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with conform the terms text of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of Notes or the Subsidiary Guarantees to any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf provision of the Holders and “Description of the holders Notes” section of Permitted Pari Passu Secured Indebtedness and taking any other action necessary the offering memorandum of the Company relating to permit the creation and registration Notes dated July 24, 2019 to the extent that such provision in the “Description of Liens on the Collateral Notes” was intended to secure Permitted Pari Passu Secured Indebtedness in accordance with be a verbatim recitation of a provision of this Indenture), the Notes or the Subsidiary Guarantees; or (xi) make any other change that, in the good faith opinion of the Board of Directors, that does not materially and adversely affect the rights of any Holder.

Amendments Without Consent of Holders. The CompanyIssuers, the Subsidiary Guarantors, the JV Subsidiary Guarantors Trustee and the Trustee Collateral Agent (as applicable) may amend amend, supplement or supplement this waive the Indenture, the Notes, the Guarantees, the Intercreditor Agreement or any the Security Document Documents without notice to or the consent of any Holder, to: (ia) to evidence a Successor to the Company, the Corporate Issuer or a Guarantor as permitted pursuant to Section 4.14, and the assumption by the Successor of the covenants, agreements and obligations of the Company, the Corporate Issuer or such Guarantor, as the case may be, herein and in the Notes or the Guarantees; (b) to add to the covenants of the Issuers such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes, or to surrender any right or power herein conferred upon the Issuers, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in the Indenture as herein set forth; provided, however, that in respect of any such additional covenants, restrictions, conditions or provisions such amendment, supplemented indenture or waiver may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (c) to cure any ambiguity, defect, omission defect or inconsistency in this the Indenture, the Notes, the Guarantees, the Intercreditor Agreement or the Security Documents; (d) to comply with any Security Document, or to make any changes or modifications requirements of this Indenture necessary the Commission in connection with the qualification of this the Indenture under the TIATrust Indenture Act; (iie) comply with the provisions in Section 5.01; (iii) to evidence and provide for the acceptance of an appointment hereunder by a successor Trusteeor replacement Trustee or under the Security Documents of a successor or replacement Collateral Agent; (ivf) to provide for uncertificated Notes in addition to, or in place of, Certificated Notes; (g) to provide for any Guarantee of the Notes, to add security to or for the benefit of the Notes and, in the case of the Security Documents, to or for the benefit of the other secured parties named therein, or to confirm and evidence the release, termination or discharge of any Subsidiary Guarantor Guarantee of the Notes or JV Subsidiary Guarantor Lien securing the Notes or any Subsidiary Guarantee when such release, termination or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or discharge is permitted by the terms of this Indenture, the Intercreditor Agreement and the Security Documents; (vh) to make any other change that does not adversely affect the legal rights of any Holder; (i) to conform any provision of the Indenture, the Notes, the Guarantees, the Intercreditor Agreement or the Security Documents to the “Description of the Notes” contained in the Offering Circular to the extent that the “Description of the Notes” was intended to be a verbatim recitation of a provision in the Indenture, the Notes, the Guarantees, the Intercreditor Agreement or the Security Documents; (j) to provide for the issuance of Additional Notes and PIK Notes in accordance with as permitted under the limitations set forth in this Indenture;; or (vik) add to make any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant amendment to the provisions of this the Indenture without relating to the consent transfer and legending of any Holder; Notes; provided, however, that (ixa) effect any changes to this Indenture in a manner necessary to comply compliance with the applicable procedures Indenture as so amended would not result in Notes being transferred in violation of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement Securities Act or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders other applicable securities law and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xib) make any other change that, in the good faith opinion of the Board of Directors, such amendment does not materially and adversely affect the rights of Holders to transfer Notes. In addition, the Collateral Agent and the Trustee (as applicable) may amend the Intercreditor Agreement and the Security Documents to add additional secured parties to the extent Liens securing Indebtedness and other Obligations held by such parties are permitted under the Indenture. After an amendment under this Section becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any Holderdefect therein, shall not impair or affect the validity of an amendment under this Section.

Amendments Without Consent of Holders. The Notwithstanding Section 9.02 hereof, without the consent of any Holder, the Company, the any Subsidiary Guarantors, the JV Guarantor (with respect to its Subsidiary Guarantors Guarantor or this Indenture) and the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents, the Collateral Trust Agreement and the Intercreditor Agreement or any Security Document without notice to or the consent of any Holder, to: (i1) cure any ambiguity, defectomission, omission mistake, defect or inconsistency in inconsistency; (2) comply with Article 5; (3) provide for the assumption by a successor entity (or co-issuer) of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes, the Intercreditor Agreement or any Subsidiary Guarantee, any Security Document, the Collateral Trust Agreement or to make any changes the Intercreditor Agreement (whether through merger, consolidation, sale of all or modifications substantially all of this Indenture necessary in connection with the qualification of this Indenture under the TIAassets and properties or otherwise); (ii4) provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (5) comply with the provisions in Section 5.01rules of any applicable depositary; (iii6) evidence and provide for add Guarantees with respect to the acceptance Notes or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee, this Indenture or the Security Documents in accordance with the applicable provisions of an appointment hereunder by a successor Trusteethis Indenture or the Security Documents; (iv7) add make, complete or confirm any Subsidiary Guarantor grant of Collateral permitted or JV Subsidiary Guarantor required by this Indenture or any Subsidiary Guarantee of the Security Documents or JV Subsidiary Guarantee any release, termination or release discharge of Collateral that becomes effective as set forth in this Indenture or any Subsidiary Guarantor of the Security Documents; (8) grant any Lien for the benefit of the holders of Pari Passu Lien Debt or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee Junior Lien Debt in accordance with and as provided or permitted by the terms of this Indenture, the Collateral Trust Agreement and the Intercreditor Agreement; (v9) add additional secured parties to the Collateral Trust Agreement and Intercreditor Agreement to the extent Liens securing obligations held by such parties are permitted under this Indenture; (10) mortgage, pledge, hypothecate or grant a security interest in favor of the Collateral Trustee for the benefit of the Trustee and the holders of the Notes as additional security for the payment and performance of the Company’s and any Subsidiary Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Collateral Trustee or the Trustee in accordance with the terms of this Indenture or otherwise; (11) provide for the succession of any parties to any of the Security Documents (and other amendments that are administrative or ministerial in nature), the Collateral Trust Agreement and the Intercreditor Agreement in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture, the relevant Security Document, the Collateral Trust Agreement and the Intercreditor Agreement; (12) add to the covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of the Holders or to make changes that would provide additional rights to Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor; (13) make any change that does not materially adversely affect the rights of any Holder under this Indenture; (14) evidence or provide for the appointment under this Indenture of a successor trustee or under the Security Documents of a successor collateral trustee; provided that the successor trustee or successor collateral trustee is otherwise qualified and eligible to act as such under the terms of this Indenture and of the Security Documents, as applicable; (15) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in under this Indenture; (vi16) add comply with the provisions described under Article 10 or Section 4.15; (17) conform the text of this Indenture (including any supplemental indenture or other instrument pursuant to which Additional Notes are issued), the Notes, the Subsidiary Guarantor Pledgor Guarantees, the Security Documents, the Collateral Trust Agreement or release the Intercreditor Agreement to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated March 20, 2019 to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary Guarantor Pledgor Guarantees, the Security Documents, the Collateral Trust Agreement or the Intercreditor Agreement as provided confirmed to the Trustee by an Officers’ Certificate, or, with respect to any Additional Notes or permitted by any supplemental indenture or other instrument pursuant to which Additional Notes or any supplemental indenture or other instrument pursuant to which Additional Notes are issued, to any provision of the “Description of Notes” relating to the issuance of the Additional Notes solely to the extent that the “Description of Notes” provides for terms of such Additional Notes that differ from the terms of this Indenture;the Initial Notes; or (vii18) add additional Collateral to secure the Notes or make any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant amendment to the provisions of this Indenture without relating to the consent transfer and legending of any Holder; (ix) effect any changes to Notes as permitted by this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (Indenture, including, without limitationlimitation to facilitate the issuance and administration of the Notes; provided, permitting however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Trustee to enter into, the Intercreditor Agreement Securities Act or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders applicable securities law and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xiB) make any other change that, in the good faith opinion of the Board of Directors, such amendment does not materially and adversely affect the rights of Holders to transfer Notes. The Holders of the Notes will be deemed to have consented for purposes of the Security Documents, the Collateral Trust Agreement and the Intercreditor Agreement to any Holderof the following amendments, waivers and other modifications to the Security Documents, the Collateral Trust Agreement and the Intercreditor Agreement: (1) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Pari Passu Lien Obligations that are Incurred in compliance with this Indenture and (B) to establish that the Liens on any Collateral securing such Pari Passu Lien Obligations shall rank equally with the Liens on such Collateral securing the obligations under this Indenture and the Notes and the Subsidiary Guarantees, all on the terms provided for in the Collateral Trust Agreement and Intercreditor Agreement in effect immediately prior to such amendment; and (2) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Junior Lien Obligations that are Incurred in compliance with this Indenture and (B) to establish that the Liens on any Collateral securing such Junior Lien Obligations shall be junior to the Liens securing the Pari Passu Lien Obligations (including the obligations under this Indenture, the Notes and the Subsidiary Guarantees), all on the terms provided for in the Collateral Trust Agreement in effect immediately prior to such amendment. The consent of Holders representing at least two-thirds of the aggregate principal amount of outstanding Notes will be required to modify any Security Document or release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, other than in accordance with this Indenture. After an amendment or supplement under this Indenture becomes effective, the Company is required to deliver or mail to the Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to deliver or mail such notice to all the Holders, or any defect in the notice, shall not impair or affect the validity of the amendment, supplement or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.04 and Section 13.03 hereof, as applicable, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments Without Consent of Holders. The Notwithstanding Section 9.02 hereof, without the consent of any Holder, the Company, the any Subsidiary Guarantors, the JV Guarantor (with respect to its Subsidiary Guarantors Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document without notice to or Notes and the consent of any Holder, Subsidiary Guarantees to: (i1) cure any ambiguity, defectomission, omission mistake, defect or inconsistency in inconsistency; (2) comply with Article 5; (3) provide for the assumption by a successor entity (or co-issuer) of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes, the Intercreditor Agreement Notes or any Security DocumentSubsidiary Guarantee (whether through merger, consolidation, sale of all or to make any changes substantially all of assets and properties or modifications of this Indenture necessary in connection with the qualification of this Indenture under the TIAotherwise); (ii4) provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes (provided, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (5) comply with the provisions in Section 5.01rules of any applicable depositary; (iii6) add Guarantees or a co-obligor with respect to the Notes or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or this Indenture (or confirm and evidence the release, termination or discharge of a Subsidiary Guarantee) in accordance with the applicable provisions of this Indenture; (7) secure the Notes and the Subsidiary Guarantees; (8) add to the covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of the Holders or to make changes that would provide additional rights or benefits to Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor; (9) make any change that does not materially adversely affect the rights of any Holder under this Indenture; (10) evidence and or provide for the acceptance appointment under this Indenture of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee trustee; provided that the successor trustee is otherwise qualified and eligible to act as provided or permitted by such under the terms of this Indenture; (v11) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in under this Indenture; (vi12) add comply with the provisions described under Article 10 or Section 4.15; (13) conform the text of this Indenture (including any supplemental indenture or other instrument pursuant to which Additional Notes are issued), the Notes or the Subsidiary Guarantor Pledgor Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated September 21, 2023 to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or release the Subsidiary Guarantees as confirmed to the Trustee by an Officer’s Certificate, or, with respect to any Subsidiary Guarantor Pledgor as provided Additional Notes or permitted by any supplemental indenture or other instrument pursuant to which Additional Notes or any supplemental indenture or other instrument pursuant to which Additional Notes are issued, to any provision of the “Description of Notes” relating to the issuance of the Additional Notes solely to the extent that the “Description of Notes” provides for terms of such Additional Notes that differ from the terms of this Indenture;the Initial Notes; or (vii14) add additional Collateral to secure the Notes or make any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant amendment to the provisions of this Indenture without relating to the consent transfer and legending of any Holder; (ix) effect any changes to Notes as permitted by this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (Indenture, including, without limitationlimitation to facilitate the issuance and administration of the Notes; provided, permitting however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Trustee to enter into, the Intercreditor Agreement Securities Act or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders applicable securities law and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xiB) make any other change that, in the good faith opinion of the Board of Directors, such amendment does not materially and adversely affect the rights of Holders to transfer Notes. After an amendment or supplement under this Indenture becomes effective, the Company is required to deliver or mail to the Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to deliver or mail such notice to all the Holders, or any Holderdefect in the notice, shall not impair or affect the validity of the amendment, supplement or waiver. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.04 and Section 12.03 hereof, as applicable, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments Without Consent of Holders. (a) The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document may be amended, without notice to or the consent of any Holder, to: (i) cure any ambiguity, defect, omission or inconsistency in this the Indenture, the NotesIntercreditor Agreement, the Intercreditor Agreement Notes or any Security Document, or ; provided that such actions pursuant to make any changes or modifications this clause (i) do not materially and adversely affect the interests of this Indenture necessary in connection with the qualification of this Indenture under the TIAHolders; (ii) comply with the provisions in Section 5.01Article 5; (iii) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor Guarantor, or any Subsidiary Guarantee or JV Subsidiary Guarantee Guarantee, or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee Guarantee, as the case may be, as provided or permitted by the terms of this Indenture; (v) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor (including the corresponding Collateral relating to such Subsidiary Guarantor Pledgor) as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or Notes, any Subsidiary Guarantee and create and register Liens on such additional Collateralor any JV Subsidiary Guarantee; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and or Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee and the Shared Security Agent to enter into, supplement or amend the Intercreditor Agreement or any amendments to Agreement, the Security Documents or this IndentureIndenture as applicable, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and permitting the holders of Permitted Pari Passu Secured Indebtedness (or their representatives) to accede to the Intercreditor Agreement, to release and taking de-register the Liens in accordance with this Indenture, and take any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness Indebtedness, in accordance with this Indenture); or; (xi) make any other change that, in the good faith opinion of the Board of Directors, that does not materially and adversely affect the rights of any Holder; or (xii) conform the text of this Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees to any provision described under the caption “Description of the Notes” in the offering circular of the Company dated November 29, 2013 to the extent that such provision described under the caption “Description of the Notes” in such offering circular was intended to be a verbatim recitation of a provision in this Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees.

Amendments Without Consent of Holders. The Company(a) Without the consent of any Holder of Notes, the Subsidiary Issuers, the Guarantors, the JV Subsidiary Guarantors Collateral Agent and the Trustee Trustee, as applicable, may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document without notice to Notes or the consent of any Holder, Security Documents in order to: (i1) cure any ambiguity, defectomission, omission defect or inconsistency inconsistency; (2) provide for the assumption by a successor corporation of the obligations of any Issuer or any Guarantor under this Indenture and the Security Documents in compliance with the terms of this Indenture and the Security Documents; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (4) add additional Subsidiary Guarantees or other Notes Guarantees or to confirm and evidence the release, termination or discharge of any Notes Guarantee when such release, termination or discharge is permitted under this Indenture; (5) add additional assets as Collateral to secure the Notes and the Subsidiary Guarantees; (6) release Collateral in compliance with this Indenture, the Notes, the Term Intercreditor Agreement or the ABL Intercreditor Agreement; (7) add additional secured creditors holding Additional Term Obligations or any other Secured Indebtedness permitted to be Incurred, so long as such obligations are in compliance with this Indenture and the Security DocumentDocuments; (8) add to the covenants of any Issuer, Parent or any Restricted Subsidiary for the benefit of the Holders of Notes or to surrender any right or power conferred upon any Issuer, Parent or any Restricted Subsidiary; (9) make any changes or modifications change that does not adversely affect the rights of any Holder in any material respect, subject to the provisions of this Indenture; (10) make any amendment to the provisions of this Indenture necessary relating to the form, authentication, 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 other applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; (ii12) comply convey, transfer, assign, mortgage or pledge as security for the Notes any property or assets in accordance with the provisions in Section 5.014.08; (iii13) evidence and provide for the acceptance and appointment under this Indenture of an appointment hereunder by a successor TrusteeTrustee thereunder pursuant to the requirements thereof; (iv14) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee Additional Notes as provided or permitted by the terms of this Indenture;; or (v15) provide for conform the issuance text of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee Notes, the Subsidiary Guarantees, the Security Documents, the ABL Intercreditor Agreement or collateral agent under any the Term Intercreditor Agreement to hold the Collateral on behalf any provision of the Holders and “Description of notes” contained in the holders offering memorandum relating to the Initial Notes to the extent that such provision in the “Description of Permitted Pari Passu Secured Indebtedness and taking any other action necessary notes” was intended to permit the creation and registration be a verbatim recitation of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with a provision of this Indenture); or , the Notes, the Notes Guarantees, the Security Documents, the ABL Intercreditor Agreement or the Term Intercreditor Agreement (xi) make any other change thatsubject, in the good faith opinion case of the Board of DirectorsABL Intercreditor Agreement and the Term Intercreditor Agreement, does not materially and adversely affect to the rights of any Holderrestrictions on amendments contained therein), which intent shall be evidenced by an Officers’ Certificate to that effect.

Amendments Without Consent of Holders. The Without the consent of any Noteholder, the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this the Indenture, the Intercreditor Agreement or any Security Document without notice to Notes or the consent of any Holder, Subsidiary Guarantees to: (i1) cure any ambiguityambiguity or defect or to correct or supplement any provision in the Indenture or the Notes that may be inconsistent with any other provision therein; (2) evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and, defectto the extent applicable, omission to the Notes; (3) provide for uncertificated Notes in addition to or inconsistency in place of certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (4) add a Subsidiary Guarantee and cause any Person to become a Subsidiary Guarantor, and/or to evidence the succession of another Person to a Subsidiary Guarantor and the assumption by any such successor of the Subsidiary Guarantee of such Subsidiary Guarantor herein; (5) secure the Notes; (6) add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be appropriate for the benefit of the Noteholders or to surrender any right or power herein conferred upon the Company and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in the Indenture; provided that in respect of any such additional covenant, restriction, condition or provision, 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 case of other Defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (7) make any change to any provision of the Indenture that would provide any additional rights or benefits to the Noteholders or that does not adversely affect the rights or interests of any such Holder; (8) provide for the issuance of Additional Notes in accordance with the provisions set forth in the Indenture on the date of the Indenture; (9) add any additional Defaults or Events of Default in respect of the Notes; (10) change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no debt security outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; (11) establish the form or terms of debt securities of any series as permitted under this Indenture, the Notes, the Intercreditor Agreement or including to reopen any Security Document, or to make series of any changes or modifications of this Indenture necessary in connection with the qualification of this Indenture under the TIAdebt securities as permitted hereunder; (ii) comply with the provisions in Section 5.01; (iii12) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee with respect to the Notes and to 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 hereunder by more than one Trustee, pursuant to the requirements hereof; (iv13) add conform the text of the Indenture (and/or any supplemental indenture) or the Notes to any provision of the “Description of notes” appearing in the offering memorandum dated November 14, 2017 related to the Initial Notes, to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture (and/or any supplemental indenture) or the Notes or Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by the terms of this IndentureGuarantees issued hereunder; (v14) provide for the issuance of Additional Notes and PIK Notes add a corporate co-issuer in accordance with the limitations set forth in this Indenture;Section 5.01 hereof; or (vi15) modify, eliminate or add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this the Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner such extent as shall be necessary to comply with effect the applicable procedures qualification of Euroclear the Indenture under the Trust Indenture Act, or under any similar federal statute subsequently enacted, and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments add to the Security Documents or this Indenture, Indenture such other provisions as may be expressly required under the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any HolderTrust Indenture Act.

Amendments Without Consent of Holders. The Without the consent of any Noteholder, the Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement Notes, the Subsidiary Guarantees or any Security other Note Document without notice to or the consent of any Holder, to: (ia) cure any ambiguity, defect, inconsistency, omission or inconsistency mistake; (b) provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Subsidiary Guarantor’s properties or assets in compliance with this Indenture or to add a co-issuer; (d) to add or release Subsidiary Guarantors in compliance with this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders, add Events of Default or surrender any right or power conferred upon the Company or any Subsidiary Guarantor or that does not adversely affect in any material respect the legal rights hereunder of any Holder; provided that any change to this Indenture to conform it to the description of the Notes in the offering memorandum of the Company dated February 3, 2016, as supplemented by supplements to offering memorandum dated March 14, 2016 and March , 2016, relating to the exchange offer for the Notes that is intended to be a substantially verbatim recitation of the corresponding provision of this Indenture (which may be evidenced by an Officers’ Certificate delivered to the Trustee) shall not be deemed to adversely affect such legal rights; (f) to secure the Notes, including pursuant to the Intercreditor Agreement requirements of Section 4.08; (g) to comply with the requirements of the Commission in order to effect or any Security Document, or to make any changes or modifications of this Indenture necessary in connection with maintain the qualification of this Indenture under the TIATrust Indenture Act; (iih) to comply with requirements of the provisions in Section 5.01Depositary with respect to the Notes; (iiii) to evidence and provide for the acceptance of an appointment hereunder by of a successor Trustee; (ivj) add to make, complete or confirm any Subsidiary Guarantor grant of Collateral permitted or JV Subsidiary Guarantor or required by any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by of the terms of this IndentureNote Documents; (vk) to release, discharge, terminate or subordinate Liens on Collateral in accordance with the Note Documents and to confirm and evidence any such release, discharge, termination or subordination; or (l) to provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Exchange Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xi) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any HolderAdditional Notes.

Amendments Without Consent of Holders. The Company, the Subsidiary GuarantorsIssuer, the JV Subsidiary Guarantors and the Trustee and with respect to the Security Documents, the Collateral Agent, the Administrative Agent, the Second Lien Notes Collateral Agent, the Second Lien Notes Trustee and the Mortgage Tax Collateral Agent (as applicable) may amend amend, supplement or supplement this waive the Indenture, the Intercreditor Agreement Notes, the Guarantees or any the Security Document Documents without notice to or the consent of any Holder, to: (ia) to evidence the succession of another Person to the Issuer or the Company or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Issuer or the Company herein and in the Notes or the Guarantees; (b) to add to the covenants of the Issuer or the Company such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes, or to surrender any right or power herein conferred upon the Issuer or the Company, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenants, restrictions, conditions or provisions such amendment, supplemented indenture or waiver may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (c) to cure any ambiguity, defect, omission defect or inconsistency in this the Indenture, the Notes, the Intercreditor Agreement Guarantees or the Security Documents; (d) to comply with any Security Document, or to make any changes or modifications requirements of this Indenture necessary the Commission in connection with the qualification of this the Indenture under the TIATrust Indenture Act; (iie) comply with the provisions in Section 5.01; (iii) to evidence and provide for the acceptance of an appointment hereunder by a successor Trusteeor replacement Trustee or under the Security Documents of a successor or replacement Collateral Agent; (ivf) to provide for uncertificated Notes in addition to, or in place of, Certificated Notes; (g) to provide for any Guarantee of the Notes, to add security to or for the benefit of the Notes and, in the case of the Security Documents, to or for the benefit of the other secured parties named therein, or to confirm and evidence the release, termination or discharge of any Subsidiary Guarantor Guarantee of or JV Subsidiary Guarantor Lien securing the Notes when such release, termination or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or discharge is permitted by the terms of this IndentureIndenture and the Security Documents; (vh) to provide for or confirm the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this IndentureNotes; (vii) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indentureto evidence compliance with Section 4.14; (viij) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in make any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to change that does not adversely affect the provisions of this Indenture without the consent legal rights of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xik) make to conform any other change thatprovision of the Indenture, the Notes, the Guarantees or the Security Documents to the “Description of New Secured Notes” contained in the good faith opinion Issuer’s Confidential Offering Memorandum dated October 27, 2008 to the extent that the “Description of New Secured Notes” was intended to be a verbatim recitation of a provision in the Indenture, the Notes, the Guarantees or the Security Documents. In addition, the Collateral Agent, the Trustee, the Administrative Agent, the Second Lien Notes Collateral Agent, the Second Lien Notes Trustee and the Mortgage Tax Collateral Agent (as applicable) may amend the Security Documents to add additional secured parties to the extent Liens securing Obligations held by such parties are permitted under the Indenture, including that after so securing any such additional secured parties, the amount of First-Priority Lien Obligations and Second-Priority Lien Obligations do not exceed the amounts set forth under clauses (i)(b) and (i)(d), respectively, of the Board definition of Directors, does not materially and adversely affect the rights of any Holder“Permitted Liens.”

Amendments Without Consent of Holders. The Notwithstanding Section 9.02 hereof, without the consent of any Holder, the Company, the any Subsidiary Guarantors, the JV Guarantor (with respect to its Subsidiary Guarantors Guarantor or this Indenture) and the Trustee and the Notes Collateral Agent may amend or supplement this Indenture, the Notes, the Subsidiary Guarantees, the Security Documents and the Intercreditor Agreement or any Security Document without notice to or the consent of any Holder, Agreements to: (i1) cure any ambiguity, defectomission, omission mistake, defect or inconsistency in inconsistency; (2) comply with Article 5; (3) provide for the assumption by a successor entity (or co-issuer) of the obligations of the Company or any Subsidiary Guarantor under this Indenture, the Notes, the Intercreditor Agreement or any Subsidiary Guarantee, any Security Document, or to make any changes the Intercreditor Agreements (whether through Division, merger, amalgamation consolidation, sale of all or modifications substantially all of this Indenture necessary in connection with the qualification of this Indenture under the TIAassets and properties or otherwise); (ii4) provide for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (5) comply with the provisions in Section 5.01rules of any applicable depositary; (iii6) evidence and provide for add Guarantees with respect to the acceptance Notes or release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee, this Indenture or the Security Documents in accordance with the applicable provisions of an appointment hereunder by a successor Trusteethis Indenture or the Security Documents; (iv7) add make, complete or confirm any Subsidiary Guarantor grant of Collateral permitted or JV Subsidiary Guarantor required by this Indenture or any Subsidiary Guarantee of the Security Documents or JV Subsidiary Guarantee any release, termination or release discharge of Collateral that becomes effective as set forth in this Indenture or any Subsidiary Guarantor of the Security Documents; (8) grant any Lien for the benefit of the holders of Pari Passu Lien Debt or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee Junior Lien Debt in accordance with and as provided or permitted by the terms of this Indenture and the Intercreditor Agreements; (9) add additional secured parties to any Security Document or any Intercreditor Agreement to the extent Liens securing obligations held by such parties are permitted under this Indenture; (v10) mortgage, pledge, hypothecate or grant a security interest in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties as additional security for the payment and performance of the Company’s and any Subsidiary Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Notes Collateral Agent or the Trustee in accordance with the terms of this Indenture or otherwise; (11) provide for the succession of any parties to any of the Security Documents (and other amendments that are administrative or ministerial in nature) and any of the Intercreditor Agreements in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture, the relevant Security Document and the Intercreditor Agreements; (12) add to the covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of the Holders or to make changes that would provide additional rights to Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor; (13) make any change that does not materially adversely affect the rights of any Holder under this Indenture; (14) evidence or provide for the appointment under this Indenture of a successor trustee or under the Security Documents of a successor collateral agent; provided that the successor trustee or successor collateral agent is otherwise qualified and eligible to act as such under the terms of this Indenture and of the Security Documents, as applicable; (15) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in under this Indenture; (vi16) add comply with the provisions set forth in Article 10 or Section 4.15; (17) conform the text of this Indenture (including any supplemental indenture or other instrument pursuant to which Additional Notes are issued), the Notes, the Subsidiary Guarantor Pledgor Guarantees, the Security Documents or release the Intercreditor Agreements to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated June 23, 2020 to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Subsidiary Guarantor Pledgor Guarantees, the Security Documents or the Intercreditor Agreements as provided confirmed to the Trustee by an Officer’s Certificate, or, with respect to any Additional Notes or permitted by any supplemental indenture or other instrument pursuant to which Additional Notes are issued, to any provision of the “Description of Notes” relating to the issuance of the Additional Notes solely to the extent that the “Description of Notes” provides for terms of such Additional Notes that differ from the terms of this Indenture;the Initial Notes; or (vii18) add additional Collateral to secure the Notes or make any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant amendment to the provisions of this Indenture without relating to the consent transfer and legending of any Holder; (ix) effect any changes to Notes as permitted by this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (Indenture, including, without limitationlimitation to facilitate the issuance and administration of the Notes; provided, permitting however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Trustee to enter into, the Intercreditor Agreement Securities Act or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders applicable securities law and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xiB) make any other change that, in the good faith opinion of the Board of Directors, such amendment does not materially and adversely affect the rights of Holders to transfer Notes. The Holders of the Notes will be deemed to have consented (x) to the entry into the Second Lien Intercreditor Agreement by the Trustee and the Notes Collateral Agent with the holders of any HolderJunior Lien Obligations (or any authorized agent or trustee therefor) that are incurred in compliance with this Indenture to establish that the Liens on any Collateral securing such Junior Lien Obligations shall be junior to the Liens securing the Pari Passu Lien Obligations (including the obligations under this Indenture, the Notes and the Subsidiary Guarantees) without any further consent and (y) for purposes of the Security Documents and the Intercreditor Agreements to any of the following amendments, waivers and other modifications to the Security Documents and the Intercreditor Agreements: (1) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Pari Passu Lien Obligations that are Incurred in compliance with this Indenture and (B) to establish that the Liens on any Collateral securing such Pari Passu Lien Obligations shall rank equally with the Liens on such Collateral securing the obligations under this Indenture and the Notes and the Subsidiary Guarantees, all on the terms provided for in each of the Security Documents and the First Lien Intercreditor Agreement in effect immediately prior to such amendment; and (2) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Junior Lien Obligations that are Incurred in compliance with this Indenture and (B) to establish that the Liens on any Collateral securing such Junior Lien Obligations shall be junior to the Liens securing the Pari Passu Lien Obligations (including the obligations under this Indenture, the Notes and the Subsidiary Guarantees), all on the terms provided for in each of the Security Documents and the Second Lien Intercreditor Agreement in effect immediately prior to such amendment. After an amendment or supplement under this Indenture becomes effective, the Company is required to deliver or mail to the Holders a notice briefly describing such amendment, supplement or waiver. However, the failure to deliver or mail such notice to all the Holders, or any defect in the notice, shall not impair or affect the validity of the amendment, supplement or waiver. Upon the request of the Company and upon receipt by the Trustee of the documents described in Section 9.04 and Section 13.03 hereof, as applicable, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture or other document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture or other document that affects its own rights, duties or immunities under this Indenture or otherwise.

Amendments Without Consent of Holders. The Company, the Subsidiary Issuer, the Guarantors, the JV Subsidiary Guarantors Trustee, the Collateral Agent and the Trustee Mortgage Tax Collateral Agent, as applicable, may amend amend, supplement or supplement waive this Indenture, the Intercreditor Agreement Notes, the Guarantees or any the Security Document Documents without notice to or the consent of any Holder, to: (ia) to evidence the succession of another Person to the Issuer or the Company or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Issuer or the Company herein and in the Notes or the Guarantees; (b) to add to the covenants of the Issuer or the Company such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes, or to surrender any right or power herein conferred upon the Issuer or the Company, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenants, restrictions, conditions or provisions such amendment, supplemented indenture or waiver may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (c) to cure any ambiguity, defect, omission defect or inconsistency in this Indenture, the Notes, the Intercreditor Agreement Guarantees or the Security Documents; (d) to comply with any Security Document, or to make any changes or modifications requirements of this Indenture necessary the Commission in connection with the qualification of this Indenture under the TIATrust Indenture Act; (iie) comply with the provisions in Section 5.01; (iii) to evidence and provide for the acceptance of an appointment hereunder by a successor Trusteeor replacement Trustee or under the Security Documents of a successor or replacement Collateral Agent or Mortgage Tax Collateral Agent; (ivf) to provide for uncertificated Notes in addition to, or in place of, Certificated Notes; (g) to provide for any Guarantee of the Notes; (h) to add security to or for the benefit of the Notes and, in the case of the Security Documents, to or for the benefit of the other secured parties named therein, or to confirm and evidence the release, termination or discharge of any Subsidiary Guarantor Guarantee of the Notes or JV Subsidiary Guarantor Lien securing the Notes or any Subsidiary Guarantee when such release, termination or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or discharge is permitted by this Indenture and the terms Security Documents; (i) to provide for, or confirm the issuance of, Additional Notes; (j) to evidence compliance with Section 4.14; (k) to make any other change that does not adversely affect the legal rights of any Holder; or (l) to conform any provision of this Indenture; (v) , the Notes, the Guarantees or the Security Documents to the ‘‘Description of Notes’’ contained in the Offering Circular to the extent that the ‘‘Description of Notes’’ was intended to be a verbatim recitation of a provision in this Indenture, the Notes, the Guarantees or the Security Documents. By receiving Notes, Holders of the Notes are hereby deemed to have consented for purposes of this Indenture and the Security Documents, and the Collateral Agent and the Trustee are hereby authorized and directed by the Holders of the Notes, upon receipt of an Officers’ Certificate more fully described below, to amend, supplement or otherwise modify the Security Documents to add or provide for additional secured parties to the issuance extent Liens securing Indebtedness and other Obligations held by such parties are permitted under this Indenture; provided that after so securing any such additional secured parties, the amount of Additional First-Priority Lien Obligations, Second-Priority Lien Obligations and Junior-Priority Lien Obligations does not exceed the amount set forth under clause (i) of the definition of “Permitted Liens.” In connection with any incurrence of Indebtedness under a Credit Facility that is to be secured by Liens on the Collateral that are senior to the Liens securing the Notes and PIK the Guarantees, the Trustee and the Collateral Agent are hereby authorized and directed to, and Holders of the Notes in accordance by receiving Notes are deemed to have consented to, amend, supplement or otherwise modify the Security Documents (including, if necessary, by entering into new Security Documents) and are authorized and directed to enter into an intercreditor agreement with the trustee, agent or other representative in respect of such Credit Facility (the “Senior Representative”), pursuant to which the Collateral Agent and/or the Trustee shall agree (i) to limitations on their rights (and the rights of the Holders of the Notes) to enforce their Liens and certain other waivers on a basis substantially identical to the manner in which the holders of the Second Lien Notes have agreed to such limitations and waivers in the Intercreditor Agreement and (ii) that the Senior Representative will act as representative for all of the holders of the First-Priority Lien Obligations (including both lenders under such Credit Facility and the Holders of the Notes) for certain purposes under the Intercreditor Agreement. In executing any such amendment, supplement, consent or waiver or other modification of a Security Document (or in entering into a new intercreditor agreement or other Security Document described in the two preceding paragraphs), the Trustee and the Collateral Agent shall be entitled to receive and (subject to their duties set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor shall be fully protected in relying upon an Officers’ Certificate stating that the execution of such amendment, supplement, consent or release any Subsidiary Guarantor Pledgor as provided waiver or new agreement is authorized or permitted by the terms applicable Security Document and complies with the provisions thereof and of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) . Notwithstanding anything in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions contrary, no Opinion of this Indenture without Counsel shall be required in connection with the consent execution by the Trustee or Collateral Agent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures such amendment, supplement, consent or waiver or other modification of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents (or this Indenture, the appointment of any common security trustee entry into a new intercreditor agreement or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xiSecurity Document) make any other change that, in the good faith opinion of the Board of Directors, does not materially and adversely affect the rights of any Holderas contemplated above.

Amendments Without Consent of Holders. The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the Notes, the Intercreditor Agreement Agreement, if any, or any Security Document and the Guarantees without notice to or the consent of any Holder, to: (i) cure any ambiguity, defect, omission or inconsistency in this Indenture, the Notes, the Intercreditor Agreement or any Security Document, or to make any changes or modifications of this Indenture necessary in connection with the qualification of this Indenture under the TIA; (ii) comply with the provisions in Section 5.01; (iii) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor Trustee or JV Subsidiary Guarantor Collateral Agent; provided that the successor Trustee or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee Collateral Agent is otherwise qualified and eligible to act as provided or permitted by such under the terms of this Indenture; (viv) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viiiv) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ixvi) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear the relevant clearing system; (vii) add any Guarantor or any Guarantee or release any Guarantor from any Guarantee or add or release any Subsidiary Guarantor Pledgor and Clearstreamthe corresponding Collateral, in each case, as provided or permitted by the terms of this Indenture; (viii) add covenants of the Parent Guarantor and its Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders or to surrender any right or power conferred upon the Company or any Guarantor; (ix) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the section “Description of the Notes” in the Offering Memorandum to the extent that such provision in the section “Description of the Notes” in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Guarantees; (x) to permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee and the Collateral Agent to enter into, into the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders Indenture and the holders of Permitted Pari Passu Secured Indebtedness and taking take any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness Indebtedness, in accordance with this Indenture); (xi) to add additional Collateral to secure the Notes or any Guarantee; or (xixii) make any other change that, in the good faith opinion of the Board of Directors, that does not materially and adversely affect the rights of any HolderHolder under this Indenture, the Notes and the Guarantees.

Amendments Without Consent of Holders. The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend this Indenture or supplement this Indenture, the Intercreditor Agreement or any Security Document Notes without notice to or the consent of any Holder, Holder to: (ia) convey, transfer, assign, mortgage or pledge any property or assets to the trustee as security for the Notes; (b) evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company or any Subsidiary Guarantor under the Indenture pursuant to Article 9; (c) add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes; (d) cure any ambiguity, defect, omission ambiguity or inconsistency correct or supplement any provision contained in this the Indenture that may be defective or inconsistent with any other provision contained in the Indenture, the Notes, the Intercreditor Agreement or any Security Document, make such other provisions in regard to matters or to make any changes or modifications of this Indenture necessary in connection with the qualification of this Indenture questions arising under the TIAIndenture as the Board of Directors may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of Notes; (ii) comply with the provisions in Section 5.01; (iiie) evidence and provide for the acceptance of an appointment hereunder under the Indenture by a successor Trusteetrustee with respect to the Notes 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 the one trustee pursuant to the requirements of the Indenture; (ivf) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (g) make any change in the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness of the Company or a Subsidiary Guarantor (or any Representative thereof) under such subordination provisions; (h) add any Subsidiary Guarantor or JV Subsidiary Guarantor or any Subsidiary Guarantee or JV Subsidiary Guarantee or additional Guarantees with respect to the Notes and release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or permitted by in accordance with the terms Section 4.06 of this the First Supplemental Indenture; (vi) to provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this IndentureNotes; (vij) add any Subsidiary Guarantor Pledgor conform the text of the Indenture or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or to any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf provision of the Holders and the holders Description of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture)Notes; or (xik) comply with any requirement of the Commission in connection with the qualification of the Indenture under the TIA. An amendment under this Section 8.01 may not make any other change that, in that adversely affects the good faith opinion rights under Article 13 of the Board Indenture or Article 5 of Directorsthe First Supplemental Indenture of any holder of Senior Indebtedness of the Company or a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 8.01 becomes effective, does the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not materially and adversely impair or affect the rights validity of any Holder.an amendment under this Section 8.01

Amendments Without Consent of Holders. (a) The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document may be amended, without notice to or the consent of any Holder, to: (i) cure any ambiguity, defect, omission or inconsistency in this the Indenture, the NotesIntercreditor Agreement, the Intercreditor Agreement Notes or any Security Document, or ; provided that such actions pursuant to make any changes or modifications this clause (i) do not materially and adversely affect the interests of this Indenture necessary in connection with the qualification of this Indenture under the TIAHolders; (ii) comply with the provisions in Section 5.01Article 5; (iii) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor Guarantor, or any Subsidiary Guarantee or JV Subsidiary Guarantee Guarantee, or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee Guarantee, as the case may be, as provided or permitted by the terms of this Indenture; (v) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor (including the corresponding Collateral relating to such Subsidiary Guarantor Pledgor) as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or Notes, any Subsidiary Guarantee and create and register Liens on such additional Collateralor any JV Subsidiary Guarantee; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and or Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee and the Shared Security Agent to enter into, supplement or amend the Intercreditor Agreement or any amendments to Agreement, the Security Documents or this IndentureIndenture as applicable, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and permitting the holders of Permitted Pari Passu Secured Indebtedness (or their representatives) to accede to the Intercreditor Agreement, to release and taking de-register the Liens in accordance with this Indenture, and take any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness Indebtedness, in accordance with this Indenture); or; (xi) make any other change that, in the good faith opinion of the Board of Directors, that does not materially and adversely affect the rights of any Holder; or (xii) conform the text of this Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees to any provision described under the caption “Description of the Notes” in the offering circular of the Company dated March 12, 2018 to the extent that such provision described under the caption “Description of the Notes” in such offering circular was intended to be a verbatim recitation of a provision in this Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees.

Amendments Without Consent of Holders. The Company, the Subsidiary GuarantorsIssuer, the JV Subsidiary Guarantors and the Trustee and the Collateral Agent, Wilmington Trust Company and the Administrative Agent (with respect to the Security Documents) may amend amend, supplement or supplement this waive the Indenture, the Intercreditor Agreement Notes or any the Security Document Documents without notice to or the consent of any Holder, to: (ia) to evidence the succession of another Person to the Issuer or the Company or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Issuer or the Company herein and in the Notes or the Guarantees; (b) to add to the covenants of the Issuer or the Company such further covenants, restrictions, conditions or provisions for the protection of the Holders of Notes, or to surrender any right or power herein conferred upon the Issuer or the Company, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such additional covenants, restrictions, conditions or provisions such amendment, supplemented indenture or waiver may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; (c) to cure any ambiguity, defect, omission defect or inconsistency in this the Indenture, the Notes, the Intercreditor Agreement Guarantees or the Security Documents; (d) to comply with any Security Document, or to make any changes or modifications requirements of this Indenture necessary the Commission in connection with the qualification of this the Indenture under the TIATrust Indenture Act; (iie) comply with the provisions in Section 5.01; (iii) to evidence and provide for the acceptance of an appointment hereunder by a successor Trusteeor replacement Trustee or under the Security Documents of a successor or replacement Collateral Agent; (ivf) to provide for uncertificated Notes in addition to, or in place of, Certificated Notes; (g) to provide for any Guarantee of the Notes, to add security to or for the benefit of the Notes and, in the case of the Security Documents, to or for the benefit of the other secured parties named therein, or to confirm and evidence the release, termination or discharge of any Subsidiary Guarantor Guarantee of or JV Subsidiary Guarantor Lien securing the Notes when such release, termination or any Subsidiary Guarantee or JV Subsidiary Guarantee or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee as provided or discharge is permitted by the terms of this IndentureIndenture and the Security Documents; (vh) provide for the issuance of Additional Notes and PIK Notes in accordance to evidence compliance with the limitations set forth in this IndentureSection 4.14; (vii) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or any Subsidiary Guarantee and create and register Liens on such additional Collateral; (viii) in make any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to change that does not adversely affect the provisions of this Indenture without the consent legal rights of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee to enter into, the Intercreditor Agreement or any amendments to the Security Documents or this Indenture, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and the holders of Permitted Pari Passu Secured Indebtedness and taking any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness in accordance with this Indenture); or (xij) make to conform any other change thatprovision of the Indenture, the Notes, the Guarantees or the Security Documents to the ‘‘Description of Notes’’ contained in the good faith opinion Issuer’s Confidential Offering Circular dated May 16, 2008 to the extent that the ‘‘Description of Notes’’ was intended to be a verbatim recitation of a provision in the Indenture, the Notes, the Guarantees or the Security Documents. In addition, the Collateral Agent, the Administrative Agent, Wilmington Trust Company and the Trustee (as applicable) may amend the Security Documents to add additional secured parties to the extent Liens securing Obligations held by such parties are permitted under the Indenture, including that after so securing any such additional secured parties, the amount of First-Priority Lien Obligations does not exceed the amount set forth under clause (i)(b) of the Board definition of Directors, does not materially and adversely affect the rights of any Holder“Permitted Liens.”

Amendments Without Consent of Holders. (a) The Company, the Subsidiary Guarantors, the JV Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Intercreditor Agreement or any Security Document may be amended, without notice to or the consent of any Holder, to: (i) cure any ambiguity, defect, omission or inconsistency in this the Indenture, the NotesIntercreditor Agreement, the Intercreditor Agreement Notes or any Security Document, or ; provided that such actions pursuant to make any changes or modifications this clause (i) do not materially and adversely affect the interests of this Indenture necessary in connection with the qualification of this Indenture under the TIAHolders; (ii) comply with the provisions in Section 5.01Article 5; (iii) evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; (iv) add any Subsidiary Guarantor or JV Subsidiary Guarantor Guarantor, or any Subsidiary Guarantee or JV Subsidiary Guarantee Guarantee, or release any Subsidiary Guarantor or JV Subsidiary Guarantor from any Subsidiary Guarantee or JV Subsidiary Guarantee Guarantee, as the case may be, as provided or permitted by the terms of this Indenture; (v) provide for the issuance of Additional Notes and PIK Notes in accordance with the limitations set forth in this Indenture; (vi) add any Subsidiary Guarantor Pledgor or release any Subsidiary Guarantor Pledgor (including the corresponding Collateral relating to such Subsidiary Guarantor Pledgor) as provided or permitted by the terms of this Indenture; (vii) add additional Collateral to secure the Notes or Notes, any Subsidiary Guarantee and create and register Liens on such additional Collateralor any JV Subsidiary Guarantee; (viii) in any other case where a supplemental indenture to this Indenture is required or permitted to be entered into pursuant to the provisions of this Indenture without the consent of any Holder; (ix) effect any changes to this Indenture in a manner necessary to comply with the applicable procedures of Euroclear and or Clearstream; (x) permit Permitted Pari Passu Secured Indebtedness in accordance with the terms of this Indenture (including, without limitation, permitting the Trustee and the Shared Security Agent to enter into, supplement or amend the Intercreditor Agreement or any amendments to Agreement, the Security Documents or this IndentureIndenture as applicable, the appointment of any common security trustee or collateral agent under any Intercreditor Agreement to hold the Collateral on behalf of the Holders and permitting the holders of Permitted Pari Passu Secured Indebtedness (or their representatives) to accede to the Intercreditor Agreement, to release and taking de-register the Liens in accordance with this Indenture, and take any other action necessary to permit the creation and registration of Liens on the Collateral to secure Permitted Pari Passu Secured Indebtedness Indebtedness, in accordance with this Indenture); or; (xi) make any other change that, in the good faith opinion of the Board of Directors, that does not materially and adversely affect the rights of any Holder; or (xii) conform the text of this Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees to any provision described under the caption “Description of the Notes” in the offering circular of the Company dated August 24, 2016 to the extent that such provision described under the caption “Description of the Notes” in such offering circular was intended to be a verbatim recitation of a provision in this Indenture, the Notes, the Subsidiary Guarantees or the JV Subsidiary Guarantees.