Common use of Impairment of Security Interest Clause in Contracts

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any security interest over any of the assets comprising the Collateral for the benefit of the Holders (including the priority thereof), and the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) the rights of the holders of Permitted Liens, and (c)to the provisions governing the release of Collateral as described in Article 11, the Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might would or would could reasonably be expected to have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral for the benefit of the Holders (including the priority thereof), Trustee and the Parent will notHolders, and will not permit any Restricted Subsidiary to, grant unless such action or failure to any Person other than the Collateral Agent take action is otherwise permitted or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any interest whatsoever amendment, modification or supplement of, the Security Documents in any of way that would be adverse to the Collateral; provided Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Company and the Guarantors may incur Permitted Collateral LiensIntercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.27 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this the Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral LiensLiens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor independent financial advisor confirming the solvency of the Parent Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) . In the event that the Company complies with the requirements of this Section 4.274.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interest. The Parent shall not and shall not permit any Restricted Subsidiary to take or knowingly or negligently omit to take any action which action or omission would have the result of materially impairing the security interest with respect to the Collateral (ait being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) Subject shall under no circumstances be deemed to Sections 4.27(bmaterially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (cincluding any Additional Notes), and the Parent shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any security interest over any of the assets comprising the Collateral for the benefit of the Holders (including the priority thereof), and the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicableor Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided that the Company Parent and the Guarantors its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to Liens on the Collateral in accordance with this Indenture or permitted by the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction definition of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; providedprovided further, however, thatthat (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, in the case of clauses (ii) Security Documents and any intercreditor agreements, and (iiib) above, no any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless replaced (i) if contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company Parent delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from Trustee an Independent Financial Advisor Officers’ Certificate confirming the solvency of that the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification is solvent or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementreplacement (an “Amendment”), the Lien or Liens securing (other than in respect of Liens on assets that have been added to the Notes Collateral as a result of such Amendment) created under the any Security Documents as Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid Liens enforceable in accordance with their terms against the grantor of the Liens and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendmentAmendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, extension, renewal, restatement, supplement, modification recapitalization or replacement. (c) Nothing in this Section 4.27 will restrict similar transactions involving the release shares or replacement other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in compliance accordance with their terms against the provisions set out in Section 11.04. (d) grantor of the Liens. In the event that the Company Parent complies with the requirements of this Section 4.274.24, the Trustee and/or and the Collateral Agent and/or the International Security Agent (as including the case may bePolish Security Agent) will shall consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement Amendment without the need for instructions from Holders of the HoldersNotes.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, take any action which action or omission might or would have the result of materially impairing the security interests with respect to the Collateral (it being understood that the incurrence of Permitted Collateral Liens in accordance with this Section 4.23, including the release and re-taking of one or more liens in connection therewith, and any actions permitted under Section 4.6 and any release of assets authorized by this Indenture, shall under no circumstances be deemed to materially impair the security interest over any of with respect to the assets comprising Collateral) created by the Collateral Security Documents for the benefit of the Holders (including the priority thereof), Note holders and the Parent will Issuer shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or Trustee, the International Security Agent (as applicable), for and the benefit beneficiaries of the Holders and the other beneficiaries described in the Security Documents, Documents any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect except pursuant to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect, as permitted by Section 4.6; provided, however, that, in the case of clauses (ii) and (iii) above, no that any Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless if contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company Issuer delivers to the Trustee: , either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Trustee, from an Independent Financial Advisor independent financial advisor confirming the solvency of the Parent Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; , and an Opinion of Counsel (ii) a certificate from the board subject to any necessary qualifications relating to hardening periods and other qualifications customary for this type of directors or chief financial officer Opinion of the relevant obligor (acting in good faithCounsel), in form and substance reasonably satisfactory to the form set forth as an exhibit to this IndentureTrustee, that confirms the solvency of the Person granting such Lien confirming that, after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or replacement (iiifollowed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens or (2) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as Document so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) . In the event that the Company Issuer complies with the requirements of this Section 4.274.23, the Trustee and/or the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without and shall direct the need for instructions from the HoldersSecurity Agent to give effect to any such amendment, extension, renewal, restatement, supplement, modification or replacement.

Impairment of Security Interest. (a) Subject to Sections 4.27(bclauses (b) and (c)) below, the Parent shall Guarantor and the Company will not, and shall the Parent Guarantor will not cause or permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising the Collateral for (it being understood that the benefit incurrence of Liens on the Collateral permitted by the last paragraph of the Holders (including definition of Permitted Liens shall under no circumstances be deemed to materially impair the priority thereof), and security interest with respect to the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicableCollateral), for the benefit of the Holders Trustee, the Security Agent, the Intercreditor Agent and the other beneficiaries described in holders of Notes (including the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreementpriority thereof). (b) At the direction request of the Company Parent Guarantor and without the consent of the Holdersholders of the Notes, the Trustee and may from time to time (subject to receipt of the Collateral documents described in Section 7.02(b)) direct the Security Agent or and/or the International Security Intercreditor Agent (as applicable) may from time (and acting on such direction the Security Agent and/or the Intercreditor Agent may, to time the extent authorized and permitted by the Intercreditor Agreement), enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the Trustee, any of: (i1) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii2) a certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Parent Guarantor (acting in good faith), substantially in the form set forth attached hereto as an exhibit Exhibit F to this Indenture, that confirms confirming the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii3) an Opinion opinion of Counselcounsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the applicable Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retaking. (c) Nothing in this Section 4.27 4.21 will restrict the release or replacement of and clause (b) above will not apply to (x) any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27release, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without of any security interests in compliance with the provisions set out in Section 10.06 or (y) any Permitted Land Concession Amendment. (d) In the event that the Parent Guarantor complies with this Section 4.21, the Trustee and/or the Security Agent and/or the Intercreditor Agent, as applicable, shall (to the extent authorized and permitted under the Intercreditor Agreement and subject to customary protections and indemnifications) consent to such amendment, extension, renewal, restatement, supplement, modification, replacement or release with no need for instructions from the Holders; provided such amendments do not impose any personal obligations on the Trustee and/or the Security Agent and/or the Intercreditor Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement.

Impairment of Security Interest. (a) Subject to Sections 4.27(bclauses (b) and (c)) below, the Parent shall Guarantor and the Company will not, and shall the Parent Guarantor will not cause or permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising the Collateral for (it being understood that the benefit incurrence of Liens on the Collateral permitted by the last paragraph of the Holders (including definition of Permitted Liens shall under no circumstances be deemed to materially impair the priority thereof), and security interest with respect to the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicableCollateral), for the benefit of the Holders Trustee, the Security Agent, the Intercreditor Agent and the other beneficiaries described in holders of Notes (including the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreementpriority thereof). (b) At the direction request of the Company Parent Guarantor and without the consent of the Holdersholders of the Notes, the Trustee and may from time to time (subject to receipt of the Collateral documents described in Section 7.02(b)) direct the Security Agent or and/or the International Security Intercreditor Agent (as applicable) may from time (and acting on such direction the Security Agent and/or the Intercreditor Agent may, to time the extent authorized and permitted by the Intercreditor Agreement), enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the Trustee, any of: (i1) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii2) a certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Parent Guarantor (acting in good faith), substantially in the form set forth attached hereto as an exhibit Exhibit E to this Indenture, that confirms confirming the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii3) an Opinion opinion of Counselcounsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the applicable Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retaking. (c) Nothing in this Section 4.27 4.21 will restrict the release or replacement of and clause (b) above will not apply to (x) any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27release, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without of any security interests in compliance with the provisions set out in Section 10.06 or (y) any Permitted Land Concession Amendment. (d) In the event that the Parent Guarantor complies with this Section 4.21, the Trustee and/or the Security Agent and/or the Intercreditor Agent, as applicable, shall (to the extent authorized and permitted under the Intercreditor Agreement and subject to customary protections and indemnifications) consent to such amendment, extension, renewal, restatement, supplement, modification, replacement or release with no need for instructions from the Holders; provided such amendments do not impose any personal obligations on the Trustee and/or the Security Agent and/or the Intercreditor Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Issuer shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing any the security interest over any with respect to the Collateral (it being understood that (i) the incurrence of Permitted Collateral Liens and (ii) the release or modification of the assets comprising Liens on the Collateral in accordance with the terms of this Indenture and related Security Documents, in each case of clauses ‎(i) and ‎‎(ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including Trustee, Security Agent and the priority thereof)holders of the Notes, and the Parent will Issuer shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders Trustee and the holders of the Notes and the other beneficiaries described in the Security Documents, any interest whatsoever in Lien over any of the CollateralCollateral that is prohibited by ‎‎Section 4.07; provided that the Company Issuer and the Guarantors its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by ‎‎Section 4.07, including Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral may be discharged or released in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or applicable Security Documents. Subject to the International Security Agent (as applicable) may from time to time enter into one or more amendments to foregoing, the Security Documents to: may be amended, extended, renewed, restated or otherwise modified or released to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iviii) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, that (except where permitted by this Indenture or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Security Agent and the Trustee: , (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Parent Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04. (d) Lien is not subject. In the event that the Company complies Issuer and its Restricted Subsidiaries comply with the requirements of this Section 4.27‎‎Section 4.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes.

Impairment of Security Interest. (a) Subject to Sections 4.27(bclauses (b) and (c)) below, the Parent shall Guarantor and the Company will not, and shall the Parent Guarantor will not cause or permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising the Collateral for (it being understood that the benefit incurrence of Liens on the Collateral permitted by the last paragraph of the Holders (including definition of Permitted Liens shall under no circumstances be deemed to materially impair the priority thereof), and security interest with respect to the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicableCollateral), for the benefit of the Holders Agent, the Intercreditor Agent, the Common Security Agent and the other beneficiaries described in Lenders (including the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreementpriority thereof). (b) At Subject to the direction terms and conditions of the Company Intercreditor Agreement, at the request of the Parent Guarantor and without the consent of the Holdersany Finance Party, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time direct the Intercreditor Agent and/or the Common Security Agent (or direct the Intercreditor Agent to direct the Common Security Agent) to (and, acting on such direction the Intercreditor Agent and/or the Common Security Agent may, to the extent authorized and permitted by the Intercreditor Agreement) enter into one or more amendments to the Transaction Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders Lenders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the TrusteeAgent, any of: (i) a solvency opinion, in form satisfactory to the TrusteeAgent, from an Independent Financial Advisor confirming the solvency of the Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a customary certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Parent Guarantor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms confirming the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion opinion of Counselcounsel, in form satisfactory to the Trustee Agent confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing any of the Notes Facilities Liabilities created under the Transaction Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retaking. (c) Nothing in this Section 4.27 11 will restrict the release or replacement of and clause (b) above will not apply to (x) any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27release, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without of any security interests in compliance with provisions of the Finance Documents governing the release of the Transaction Security or (y) any Permitted Land Concession Amendment. (d) Subject to the terms and conditions of the Intercreditor Agreement, in the event that the Parent Guarantor complies with this Section 11, the Agent and/or the Common Security Agent, as applicable, shall (or, if applicable, shall direct the Intercreditor Agent to) (subject to customary protections and indemnifications) consent to such amendment, extension, renewal, restatement, supplement, modification, replacement or release with no need for instructions from any Finance Party; provided such amendments do not impose any personal obligations on the HoldersAgent and/or the Common Security Agent and/or the Intercreditor Agent or adversely affect the rights, duties, liabilities or immunities of the Agent and/or the Common Security Agent and/or the Intercreditor Agent under the Finance Documents.

Impairment of Security Interest. The Parent shall not and shall not permit any Restricted Subsidiary to take or knowingly or negligently omit to take any action which action or omission would have the result of materially impairing the security interest with respect to the Collateral (ait being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) Subject shall under no circumstances be deemed to Sections 4.27(bmaterially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders of the Notes (cincluding any Additional Notes), and the Parent shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any security interest over any of the assets comprising the Collateral for the benefit of the Holders (including the priority thereof), and the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicableor Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes (including any Additional Notes) and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided that the Company Parent and the Guarantors its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to Liens on the Collateral in accordance with this Indenture or permitted by the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction definition of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, further, however, thatthat (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, in the case of clauses (ii) Security Documents and any intercreditor agreements, and (iiib) above, no any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless replaced (i) if contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company Parent delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from Trustee an Independent Financial Advisor Officers’ Certificate confirming the solvency of that the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification is solvent or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementreplacement (an “Amendment”), the Lien or Liens securing (other than in respect of Liens on assets that have been added to the Notes Collateral as a result of such Amendment) created under the any Security Documents as Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid Liens enforceable in accordance with their terms against the grantor of the Liens and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendmentAmendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, extension, renewal, restatement, supplement, modification recapitalization or replacement. (c) Nothing in this Section 4.27 will restrict similar transactions involving the release shares or replacement other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in compliance accordance with their terms against the provisions set out in Section 11.04. (d) grantor of the Liens. In the event that the Company Parent complies with the requirements of this Section 4.274.24, the Trustee and/or and the Collateral Agent and/or the International Security Agent (as including the case may bePolish Security Agent) will shall consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement Amendment without the need for instructions from Holders of the HoldersNotes.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) the rights of the holders of Permitted Liens, and (c)to the provisions governing the release of Collateral as described in Article 11, the Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might would or would could reasonably be expected to have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral for the benefit of the Holders (including the priority thereof), Trustee and the Parent will notHolders, and will not permit any Restricted Subsidiary to, grant unless such action or failure to any Person other than the Collateral Agent take action is otherwise permitted or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any interest whatsoever amendment, modification or supplement of, the Security Documents in any of way that would be adverse to the Collateral; provided Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Company and the Guarantors may incur Permitted Collateral LiensIntercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.27 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this the Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: : (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral LiensLiens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor independent financial advisor confirming the solvency of the Parent Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) . In the event that the Company complies with the requirements of this Section 4.274.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) The Company and (c), the Parent Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral (it being understood that the incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including the priority thereof)Secured Parties, and the Parent will Company and the Issuer shall not, and will shall not permit any Restricted Subsidiary Guarantor to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders and the other beneficiaries described in the Security DocumentsSecured Parties, any interest whatsoever in Lien over any of the CollateralCollateral that is prohibited by Section 4.12; provided that the Company Issuer and the Subsidiary Guarantors may incur any Lien over any of the Collateral that is not prohibited by Section 4.12, including Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral may be discharged or released in accordance with this Indenture or and the Intercreditor Agreement or any Additional Intercreditor Agreementapplicable Security Documents. (b) At Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents may be amended, extended, renewed, restated or otherwise modified or released to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) to conform the text of the Security Documents to any provision of the “Description of Secured Notes” section of the Offering Memorandum to the extent that such provision in that “Description of Secured Notes” was intended to be a verbatim recitation of a provision of the Security Documents, which intent may be evidenced by an Officer’s Certificate to that effect; (iii) provide for any Permitted Collateral Liens; (iiiiv) add to the Collateral for the benefit of the HoldersCollateral; or (ivv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, that (except where permitted by this Indenture or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Collateral Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Collateral Agent (with a copy to the Trustee: ): (i1) a solvency opinion, in form satisfactory to the Trustee, opinion from an Independent Financial Advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Parent Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release; (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) and states that all conditions precedent in this Indenture and the Security Documents relating to any such action have been complied with; or and (iii3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Secured Notes created under the Security Documents as Document so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken are valid and perfected Liens not otherwise subject and that all conditions precedent in this Indenture and the Security Documents relating to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) action have been complied with. In the event that the Company complies Issuer and the Subsidiary Guarantors comply with the requirements of this Section 4.274.23, the Trustee and/or the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the Holders; provided that the Collateral Agent shall not be obligated to enter into any such amendment that adversely affects its own rights, duties, liabilities or immunities.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) The Parent and (c), the Parent Issuers shall not, and the Parent shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any the security interest over any with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, or the confirmation or affirmation of ​ ​ security interests in respect of the assets comprising Collateral, shall under no circumstances be deemed to materially impair the Collateral security interest with respect to the Collateral) for the benefit of the Holders (including Trustee and the priority thereof)Holders, and the Parent will and the Issuers shall not, and will the Issuers shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in Lien over any of the Collateral; provided Collateral that is prohibited by Section 4.03, provided, that the Company Parent, the Issuers and the Guarantors Restricted Subsidiaries may incur Incur any Lien over any of the Collateral that is not prohibited by Section 4.03 including Permitted Collateral Liens. , and the Collateral may be discharged, transferred or released in any circumstances not prohibited by this Indenture, the Intercreditor Agreement or the applicable Security Documents. (b) Notwithstanding the foregoingSection 4.15(a), nothing in this Section 4.27 will 4.15 shall restrict the discharge and release of the security interest with respect to the Collateral any Lien in accordance with this Indenture or Indenture, the Intercreditor Agreement or any Additional and the ABL Intercreditor Agreement. (b) At . Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that (except where permitted by this Indenture, the Intercreditor Agreement or the ABL Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness Incurred in accordance with this Indenture), no Security Document may be amended, extended, renewed, restated, or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or with any such action in clauses (ii) and (iii) in this Section 4.15(b), the Company delivers Issuers deliver to the Security Agent and the Trustee: , either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor confirming which confirms the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release (iifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same asset), (2) a certificate from the board of directors or chief financial officer or the Board of Directors of the relevant obligor (acting in good faith)Person, in form and substance reasonably satisfactory to the form set forth as an exhibit to this IndentureSecurity Agent and the Trustee, that which confirms the solvency of the Person person granting any such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or release, or (iii3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.replacement and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. ​ (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies Parent, the Issuers and the Restricted Subsidiaries comply with the requirements of this Section 4.274.15, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as subject to customary protections and indemnifications and each of the case may beTrustee and the Security Agent being indemnified and/or secured to its satisfaction) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement actions without the need for instructions from the Holders.

Impairment of Security Interest. The Parent shall not and shall not permit any Restricted Subsidiary to take or knowingly or negligently omit to take any action which action or omission would have the result of materially impairing the security interest with respect to the Collateral (ait being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) Subject shall under no circumstances be deemed to Sections 4.27(bmaterially impair the security interest with respect to the Collateral) for the benefit of the Trustee and (c)the Holders of the Notes, and the Parent shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any security interest over any of the assets comprising the Collateral for the benefit of the Holders (including the priority thereof), and the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicableor Polish Security Agent), for the benefit of the Trustee and the Holders of the Notes and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided that the Company Parent and the Guarantors its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to Liens on the Collateral in accordance with this Indenture or permitted by the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction definition of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, further, however, thatthat (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, in the case of clauses (ii) Security Documents and any intercreditor agreements, and (iiib) above, no any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless replaced (i) if contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company Parent delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from Trustee an Independent Financial Advisor Officers’ Certificate confirming the solvency of that the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification is solvent or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementreplacement (an “Amendment”), the Lien or Liens securing (other than in respect of Liens on assets that have been added to the Notes Collateral as a result of such Amendment) created under the any Security Documents as Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid Liens enforceable in accordance with their terms against the grantor of the Liens and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendmentAmendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, extension, renewal, restatement, supplement, modification recapitalization or replacement. (c) Nothing in this Section 4.27 will restrict similar transactions involving the release shares or replacement other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in compliance accordance with their terms against the provisions set out in Section 11.04. (d) grantor of the Liens. In the event that the Company Parent complies with the requirements of this Section 4.274.24, the Trustee and/or and the Collateral Agent and/or the International Security Agent (as including the case may bePolish Security Agent) will shall consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement Amendment without the need for instructions from Holders of the HoldersNotes.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) The Guarantor and (c), the Parent Issuer shall not, and shall not permit any Restricted Subsidiary Group Member to, take take, or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any security interest over any of the assets comprising the Collateral for the benefit of the Holders (including the priority thereof), and the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or for the Intercreditor Agreement or any Additional Intercreditor Agreementbenefit of the Trustee and the holders of the Notes. (b) At the direction of the Company Guarantor and without the consent of the Holdersholders of the Notes, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to or any other agreements in connection with the Security Documents and carry out any other action as may be necessary or adopt any resolutions that may be necessary or convenient to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for ratify, confirm the creation of, or cure any Permitted Collateral Liensdefect in the constitution of, such Liens over the Collateral; (iii) provide for Permitted Collateral Liens, (iv) add to the Collateral for Collateral, (v) confirm and evidence the benefit release, termination, discharge or retaking of any of the Holders; Collateral when such release, termination, discharge or retaking is provided for in the Indenture or the Security Documents or the Subordination Agreement or (ivvi) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, respect as determined in good faith by the case Board of clauses Directors of the Guarantor. (iic) Except as provided in Sections 4.20(a) or (b) above and (iii) abovepursuant to or in connection with any Permitted Reorganization, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Guarantor delivers to the TrusteeSecurity Agent either: (i) a solvency opinion, in form and substance satisfactory to the TrusteeSecurity Agent, from an Independent Financial Advisor investment banking firm, appraisal firm or accounting firm of international standing confirming the solvency of the Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from an opinion of counsel acceptable to the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of CounselSecurity Agent, in form and substance satisfactory to the Trustee Security Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents Documents, as so amended, extended, renewed, restated, supplemented, modified or replaced remain replaced, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.; or (ciii) Nothing an Officer's Certificate from the Guarantor (acting in this Section 4.27 will restrict good faith), in the release or replacement form set forth as an exhibit to the Indenture, that confirms the solvency of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent Guarantor and its subsidiaries after giving effect to any transaction related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacement without the need for instructions from the Holdersrelease.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Issuer shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing any the security interest over any with respect to the Collateral (it being understood that (i) the incurrence of Permitted Collateral Liens and (ii) the release or modification of the assets comprising Liens on the Collateral in accordance with the terms of this Indenture and related Security Documents, in each case of clauses ‎(i) and ‎‎(ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including Trustee, the priority thereof)Security Agent and the Holders, and the Parent will Issuer shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security DocumentsDocuments and any Intercreditor Agreement, any interest whatsoever in Lien over any of the CollateralCollateral that is prohibited by ‎‎Section 4.07; provided that the Company Issuer and the Guarantors its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by ‎‎Section 4.07, including Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral may be discharged or released in accordance with this Indenture or Indenture, the Intercreditor Agreement or any Additional applicable Security Documents and each Intercreditor Agreement. (b) At . Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated or otherwise modified or released to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; , (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, that (except where permitted by this Indenture or any Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Security Agent and the Trustee: , (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Parent Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04. (d) Lien is not subject. In the event that the Company complies Issuer and its Restricted Subsidiaries comply with the requirements of this Section 4.27‎‎Section 4.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral for the benefit of the Trustee and the Holders (including of the priority thereof)Notes, and the Parent will Issuer shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Trustee, for the benefit of the Trustee and the Holders of the Notes (other than Additional Notes) and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided , except as permitted in the Company Security Documents, but subject to Section 4.22(b) the Issuer and the Guarantors its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement.; (b) At the direction of the Company Issuer and without the consent of the HoldersHolders of the Notes, the Trustee and the Collateral Agent or the International Security Agent (as applicable) Trustee may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Collateral Liens; Liens to the extent permitted under this Indenture, (iii) comply with the terms of the Intercreditor Agreement, (iv) add to the Collateral Collateral, (v) evidence the succession of another Person to the Issuer and the assumption by such successor of the obligations under this Indenture, the Notes and the Security Documents, in each case, in accordance with Section 5.01, (vi) provide for the benefit release of property and assets constituting Collateral from the Lien of the Holders; Security Documents and/or the release of the Guarantee of a Subsidiary Guarantor, in each case, in accordance with (and if permitted by) the terms of this Indenture, (vii) conform the Security Documents to the provisions described in the “Description of the Notes” section of the Offering Memorandum, (viii) to evidence and provide for the acceptance of the appointment of a successor Trustee or Security Trustee or (ivix) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreplaced (otherwise than for reasons specified in clauses (i), (iii) (in connection with any enforcement action) and (iv) through (ix)), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Issuer delivers to the Trustee, either: (i) a solvency opinion, in form and substance satisfactory to the Trustee, from an Independent Financial Advisor investment banking firm, appraisal firm or accounting firm of international standing confirming the solvency of the Parent Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;; or (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of CounselCounsel acceptable to the Trustee, in form and substance satisfactory to the Trustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, limitation imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b4.21(b) and (c)) below, the Parent shall Issuer will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action action, which action or of omission might or would have the result of materially impairing any security interest over any of the assets comprising the Collateral (it being understood that the Incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens will not be deemed to materially impair the security interest with respect to any Collateral) for the benefit of the Holders (including the priority thereof), and the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company Issuer and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (iA) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (iiB) provide for any Permitted Collateral Liens; (iiiC) add to the Collateral for the benefit of the Holders; or (ivD) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Issuer delivers to the Trustee, any of: (i1) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii2) a certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Issuer (acting in good faith), substantially in the form set forth as an exhibit Exhibit F to this Indenture, that confirms confirming the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii3) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 4.21 will restrict the release or replacement of any Collateral security interests in compliance with the provisions set out in Section 11.0410.02 hereof. (d) In the event that the Company Issuer complies with the requirements of this Section 4.274.21, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders; provided such amendments do not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement.

Impairment of Security Interest. (a) Subject to Sections 4.27(bclauses (b) and (c)) below, the Parent shall Guarantor and the Company will not, and shall the Parent Guarantor will not cause or permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising the Collateral for (it being understood that the benefit incurrence of Liens on the Holders (including Collateral permitted by the priority thereof), and definition of Permitted Liens shall not be deemed to materially impair the Parent will not, and will not permit any Restricted Subsidiary to, grant security interest with respect to any Person other than the Collateral Agent or the International Security Agent (as applicableCollateral), for the benefit of the Holders Trustee, the Security Agent, the Intercreditor Agent and the other beneficiaries described in holders of Notes (including the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreementpriority thereof). (b) At the direction request of the Company Parent Guarantor and without the consent of the Holdersholders of the Notes, the Trustee and may from time to time (subject to receipt of the Collateral documents described in Section 7.02(b)) direct the Security Agent or and/or the International Security Intercreditor Agent (as applicable) may from time (and acting on such direction the Security Agent and/or the Intercreditor Agent may, to time the extent authorized and permitted by the Intercreditor Agreement), enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the Trustee, any of: (i1) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii2) a certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Parent Guarantor (acting in good faith), substantially in the form set forth attached hereto as an exhibit Exhibit F to this Indenture, that confirms confirming the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii3) an Opinion opinion of Counselcounsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the applicable Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retaking. (c) Nothing in this Section 4.27 4.23 will restrict the release or replacement of and clause (b) above will not apply to (x) any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27release, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without of any security interests in compliance with the provisions set out in Section 10.06 or (y) any Permitted Land Concession Amendment. (d) In the event that the Parent Guarantor complies with this Section 4.23, the Trustee and/or the Security Agent and/or the Intercreditor Agent, as applicable, shall (to the extent authorized and permitted under the Intercreditor Agreement and subject to customary protections and indemnifications) consent to such amendment, extension, renewal, restatement, supplement, modification, replacement or release with no need for instructions from holders of the HoldersNotes; provided such amendments do not impose any personal obligations on the Trustee and/or the Security Agent and/or the Intercreditor Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing any the security interest over any with respect to the Collateral (it being understood that (i) the incurrence of Permitted Collateral Liens and (ii) the release or modification of the assets comprising Liens on the Collateral in accordance with the terms of this Agreement and related Security Documents, in each case of clauses (i) and (ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including Administrative Agent and the priority thereof)Lenders, and the Parent will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders Administrative Agent and the Lenders and the other beneficiaries described in the Security Documents, the Intercreditor Agreement and any interest whatsoever in Additional Intercreditor Agreement, any Lien over any of the CollateralCollateral that is prohibited by Section 6.2.2; provided that the Company and the Guarantors its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by Section 6.2.2, including Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral may be discharged or released in accordance with this Indenture or Agreement, the applicable Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At . Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated or otherwise modified or released to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders Lenders in any material respect; provided, however, thatthat (except where permitted by this Agreement, the Intercreditor Agreement or any Additional Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Agreement) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Lead Borrower delivers to the Trustee: Security Agent and the Administrative Agent, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the TrusteeSecurity Agent and the Administrative Agent, from an Independent Financial Advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Parent Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04. (d) Lien is not subject. In the event that the Company complies and its Restricted Subsidiaries comply with the requirements of this Section 4.276.2.9, the Trustee and/or Administrative Agent and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersLenders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing any the security interest over any with respect to the Collateral (it being understood that (i) the incurrence of Permitted Collateral Liens and (ii) the release or modification of the assets comprising Liens on the Collateral in accordance with the terms of this Indenture and the Security Documents, in each case of clauses (i) and (ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including Trustee and the priority thereof)holders of the Notes, and the Parent will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders Trustee and the holders of the Notes and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreements, any interest whatsoever in Lien over any of the CollateralCollateral that is prohibited by Section 4.07; provided that the Company and the Guarantors its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by Section 4.07, including Permitted Collateral Liens, and the Collateral may be discharged or released in accordance with the Note Documents, including the Intercreditor Agreements. Notwithstanding Subject to the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated or otherwise modified or released to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, that (except where permitted by this Indenture or the Intercreditor Agreements or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Security Agent and the Trustee: , either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Parent Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04. (d) Lien is not subject. In the event that the Company complies and its Restricted Subsidiaries comply with the requirements of this Section 4.274.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c)the rights of the Company described below, the Parent shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, any action action, which action or omission might or would have the result of materially impairing any security interest over any of the assets comprising the Collateral for the benefit of the Holders (including the priority thereof)) and the other beneficiaries described in the Security Documents, and the Parent will shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent, the U.S. Collateral Agent or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided the Company Parent and the Guarantors Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent, the U.S. Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor independent financial advisor confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) . In the event that the Company complies with the requirements of this Section 4.274.26, the Trustee and/or Trustee, the Collateral Agent, the U.S. Collateral Agent and/or and the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent shall The Issuer will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising interests with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interests with respect to the Collateral) for the benefit of the Holders (including Trustee and the priority thereof)holders of the Notes, and the Parent Issuer will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for its benefit and the benefit of the Holders Trustee and the holders of the Notes and the other beneficiaries described in the Security Documents, the Collateral Trust Deed and the North American Intercreditor Agreement and any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, that (a) nothing in this Section 4.27 provision will restrict the discharge and or release of the security interest with respect to the Collateral in accordance with this Indenture or Indenture, the Security Documents, the Collateral Trust Deed, the North American Intercreditor Agreement or and any Additional Intercreditor Agreement. Agreement and (b) At the direction of the Company Issuer and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) its Restricted Subsidiaries may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any incur Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; providedand provided further, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified modified, replaced or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification modification, replacement or renewalrelease and retake, the Company Issuer delivers to the Trustee: Trustee either (i1) a solvency opinion, in form satisfactory to the Trustee, opinion from an Independent Financial Advisor internationally recognized investment bank or accounting firm, confirming the solvency of the Parent Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacement; release or retake, (ii2) a certificate from the board Board of directors Directors or chief financial officer (or equivalent Officer or Director) of the relevant obligor Issuer (acting in good faith), in the form set forth as an exhibit to this IndentureExhibit D hereto, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacement; or release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to customary exceptions and qualifications), in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retake, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified modified, replaced or replaced remain released are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retake. (b) At the direction of the Issuer and without the consent of the Holders, the Security Agent may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) (but subject to compliance with paragraph (a) above) provide for Permitted Collateral Liens, (iii) add to the Collateral and (iv) make any other change thereto that does not adversely affect the rights of the Holders in any material respect. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company Issuer complies with the requirements of this Section 4.274.20, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent give effect to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the or release and retake with no need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Issuer shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral (it being understood, subject to the proviso below, that the incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including Trustee and the priority thereof)Holders, and the Parent will not, and will Issuer shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided , except that (i) the Company Issuer and the Guarantors Restricted Subsidiaries may incur amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of incurring Permitted Collateral Liens. Notwithstanding , (ii) the foregoingIssuer and the Restricted Subsidiaries may amend, nothing in this extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of undertaking a Permitted Reorganization or a transaction not prohibited by Section 4.27 will restrict the discharge and release of the security interest with respect to 5.01, (iii) the Collateral may be discharged and released in accordance with this Indenture Indenture, the applicable Security Documents or the Intercreditor Agreement or any Additional Intercreditor Agreement. , (biv) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International applicable Security Agent (as applicable) Documents may be amended from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakesmistake, omission, defect defect, error or inconsistency therein; therein and (iiv) provide for the Issuer and the Restricted Subsidiaries may amend the security interests in any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto manner that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, that in the case of clauses clause (i), (ii) and or (iiiv) above, no the Security Document Documents may not be amended, extended, renewed, restated, supplemented supplemented, released or otherwise modified or replaced, unless contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company Issuer delivers to the Trustee: , either (ia) a solvency opinion, in form and substance reasonably satisfactory to the Trustee, Trustee from an Independent Financial Advisor confirming the solvency of the Parent Issuer and its Subsidiaries, taken as a wholewhole (as applicable), after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement; , (iib) a an officer’s certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith)Person, in form and substance reasonably satisfactory to the form set forth as an exhibit to this IndentureTrustee, that which confirms the solvency of the Issuer or the relevant Person granting such Lien security interest, after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement; or , or (iiic) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as Documents, so amended, extended, renewed, restated, supplemented, released, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, release, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (db) In the event that the Company Issuer complies with the requirements of this Section 4.27covenant, each of the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as subject to each of the case may beTrustee and the Security Agent being indemnified and secured to its satisfaction) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the 11.1 The Parent shall not, and shall not permit any Restricted Subsidiary to, ; (a) take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any the security interest over any with respect to the Charged Property (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the assets comprising Security interest with respect to the Collateral Charged Property) for the benefit of the Holders (including the priority thereof), Agent and the Parent will notFinance Parties, and will not permit any Restricted Subsidiary to, or (b) grant to any Person other than the Collateral Agent or the International Security Agent or, if different, any security agent under any Payment Priority Obligations, Pari Passu Secured Obligations, the Notes (as applicable)including Additional Notes) or Junior Secured Obligations that are subject to an Intercreditor Agreement, for the benefit of the Holders Security Agent and the other beneficiaries described in the Transaction Security DocumentsDocuments and any Intercreditor Agreement, and other than with respect to any Permitted Collateral Lien, any interest whatsoever in any of the Collateral; provided Charged Property, except that (i) the Company Parent and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Guarantors Charged Property may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge be discharged and release of the security interest with respect to the Collateral released in accordance with this Indenture or Agreement, the Intercreditor Agreement applicable Transaction Security Documents or any Additional Intercreditor Agreement.; and (bii) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International applicable Transaction Security Agent (as applicable) Documents may be amended from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakesmistake, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release Parent and each Obligor will, at its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or replacement of any Collateral in compliance with as the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as reasonably requests, to more fully or accurately describe the case may be) will consent assets and property intended to any such amendment, extension, renewal, restatement, supplement, modification be Charged Property or replacement without the need for instructions from obligations intended to be secured by the HoldersTransaction Security Documents.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the The Parent Guarantor shall not, not and shall not permit the Company or any other Restricted Subsidiary toto take, take or knowingly or negligently omit to take, any action action, which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral for the benefit of the Holders (including the priority thereof)Holders, and the Parent will not, Guarantor shall not and will shall not permit the Company or any Restricted Subsidiary to, to grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided , except as permitted in the Company and Security Documents, but subject to paragraph (b) the Guarantors Parent Guarantor may incur Incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company Parent Guarantor and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may shall from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Collateral Liens; , (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) Holders an Opinion of Counsel, in form and substance satisfactory to the Trustee Holders confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens (other than Liens on assets that have been added to the Collateral as a result of such amendment, extension, renewal, restatement, supplement, modification or replacement) securing the Notes (other than any Additional Notes) created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any security interest over any of the assets comprising Security Interest with respect to the Collateral (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the Security Interest with respect to the Collateral) for the benefit of the Holders (including Trustee, the priority thereof)Security Agent and the Holders, and the Parent will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Security Agent or the International ABL Security Agent (as applicable)Agent, for the benefit of the Trustee, the Security Agent and the Holders and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, as the case may be, any interest whatsoever in any of the Collateral; provided Collateral except that (i) the Company Company, and the Guarantors Restricted Subsidiaries may incur amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of Incurring Permitted Collateral Liens. Notwithstanding , (ii) the foregoingCompany, nothing in this Section 4.27 will restrict and the discharge and Restricted Subsidiaries may amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of the security interest with respect to undertaking a Permitted Reorganization, (iii) the Collateral may be discharged and released in accordance with this Indenture or Indenture, the applicable Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement. , (biv) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International applicable Security Agent (as applicable) Documents may be amended from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakesmistake, omission, defect defect, error or inconsistency therein; therein and (iiv) provide for the Company, and the Restricted Subsidiaries may amend the Security Interests in any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto manner that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, that in the case of clauses (i), (ii) and (iiiv) above, no the Security Document Documents may not be amended, extended, renewed, restated, supplemented supplemented, released or otherwise modified or replaced, unless contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company delivers to the Trustee: , either (i1) a solvency opinion, in a form reasonably satisfactory to the Trustee, Trustee from an Independent Financial Advisor confirming the solvency of the Parent Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement; , (ii2) a certificate from the board Board of directors or chief financial officer Directors of the relevant obligor (acting in good faith)Person, in the form set forth as an exhibit to this Indenture, that which confirms the solvency of the Person granting such Lien Security Interest, after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement; or , or (iii3) an Opinion of Counsel, in a form reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as Documents, so amended, extended, renewed, restated, supplemented, released, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, release, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (db) In the event that the Company Company, or an applicable Restricted Subsidiary complies with the requirements of this Section 4.274.10, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, release or other modification or replacement requested in accordance with this Section 4.10 without the need for instructions from the Holdersany Holder.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) The Parent and (c), the Parent Issuer shall not, and the Issuer shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any the Security Interest with respect to the Charged Property (it being understood that (i) the Incurrence of Permitted Collateral Liens, or the confirmation or affirmation of security interest over any interests in respect of the assets comprising Charged Property, (ii) the Collateral occurrence of or implementation or any step in the Transaction or any Permitted Transaction and (iii) the implementation of an IPO Pushdown shall under no circumstances be deemed to materially impair the Security Interest with respect to the Charged Property) for the benefit of the Holders (including Trustee and the priority thereof)Holders, and the Parent will and the Issuer shall not, and will the Issuer shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Transaction Security Documents, any interest whatsoever in any of the Collateral; provided the Company Documents and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest in any of the Charged Property that is prohibited by Section 4.11; provided, that the Parent, the Issuer and its Restricted Subsidiaries may Incur any Lien over any of the Charged Property that is not prohibited by Section 4.11, including Permitted Collateral Liens, and the Charged Property may be discharged, transferred or released in any circumstances not prohibited by this Indenture, the Intercreditor Agreement or the Transaction Security Documents. (b) At Notwithstanding Section 12.03(a), nothing in this Section 12.03 shall restrict the direction discharge, transfer or release of the Company and without the consent of the Holdersany Charged Property or Lien in any circumstance in accordance with this Indenture, the Trustee and Intercreditor Agreement, any Additional Intercreditor Agreement and/or the Collateral Agent or the International Transaction Security Agent (as applicable) may from time to time enter into one or more amendments Documents. Subject to the foregoing, the Transaction Security Documents to: may be amended, extended, renewed, restated, supplemented, replaced or otherwise modified or released (i1) to cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii2) provide for any the purposes of Incurring Permitted Collateral Liens; (iii3) to add to the Collateral Charged Property; (4) for the benefit purposes of undertaking any Permitted Transaction, a Permitted Tax Restructuring, an IPO Pushdown, the HoldersTransaction and/or a transaction not prohibited by Section 5.01; or (iv5) to make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; or (6) to amend, extend, renew, restate, supplement, replace or otherwise modify or release any Transaction Security Documents followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets; provided, however, that, that in the case of clauses (iiSections 12.03(b)(5) and (iii) above12.03(b)(6), no Transaction Security Document may be amended, extended, renewed, restated, supplemented supplemented, replaced or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, restatement supplement, replacement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Security Agent and the Trustee: , either (i) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor confirming or appraiser or investment bank of international standing which confirms the solvency of the Parent Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, replacement, modification or replacement; release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (ii) a certificate from the board of directors or chief financial officer or the Board of Directors of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person person granting any such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, replacement, modification or replacement; or release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (iii) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, replacement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Transaction Security Documents as Document, so amended, extended, renewed, restated, supplemented, replaced, modified or replaced remain released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, replacement, modification or replacementrelease and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies Issuer and its Restricted Subsidiaries comply with the requirements of this Section 4.2712.03, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as subject to the case may beprovisions of the Intercreditor Agreement and Article 7 hereof) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement actions without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c)No Indenture Obligor shall, the Parent nor shall not, and shall not it cause or permit any Restricted Subsidiary of its Obligor Subsidiaries to, take or knowingly or negligently omit to take, take any action which action or omission might or would have the result of materially affecting or impairing any the Liens and security interest over any in favor of the assets comprising the Collateral Agent for the benefit of the Holders (including the priority thereof), and the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral and no Indenture Obligor shall grant, nor shall it cause or permit any of its Obligor Subsidiaries to grant, to any Person, or suffer any Person to have any interest whatsoever in accordance with the Collateral, in each case other than as otherwise permitted by this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the HoldersIndenture, the Trustee Term Loan Agreement, the New Tranche B Notes Indenture, the New Tranche B Notes, the New Tranche A Term Notes, the Securities and the Collateral Agent Security Documents. No Indenture Obligor shall, nor shall it cause or the International Security Agent (as applicable) may from time to time permit any of its Obligor Subsidiaries to, enter into one any agreement or more amendments instrument that by its terms requires that the proceeds received from any sale of Collateral be applied to the Security Documents to: (i) cure any ambiguityrepay, mistakesredeem, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral defease or otherwise adversely affect the Holders in acquire or retire any material respect; providedIndebtedness of any Person, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit other than pursuant to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementTerm Loan Agreement, the Lien or Liens securing New Tranche B Notes Indenture, the Notes created under New Tranche B Notes, the New Tranche A Term Notes, the Securities and the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject any instrument governing Indebtedness permitted to any limitation, imperfection or new hardening period, in equity or at law, that such be secured by a Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or on the Collateral Agent and/or the International Security Agent (as the case may be) will consent pursuant to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the HoldersSection 1012 hereof.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the The Parent shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising interests with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interests with respect to the Collateral) for the benefit of the Holders (including Trustee and the priority thereof)holders of the Notes, and the Parent will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders Trustee and the holders of the Notes and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement and any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided that (a) nothing in this provision will restrict the Company discharge or release of the Collateral in accordance with the Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement and (b) the Guarantors Parent and its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge ; and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; providedprovided further, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified modified, replaced or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification modification, replacement or renewalrelease, the Company Issuer delivers to the Trustee: Trustee either (i1) a solvency opinionopinion from an internationally recognized investment bank or accounting firm, in form and substance reasonably satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacement; release, (ii2) a certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Parent (acting in good faith), in the form set forth as an exhibit to this IndentureExhibit D hereto, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacement; or release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified modified, replaced or replaced remain released are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease. (b) At the direction of the Issuer and without the consent of the Holders, the Security Agent may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) (but subject to compliance with paragraph (a) above) provide for Permitted Collateral Liens, (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the rights of the Holders in any material respect. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company Issuer complies with the requirements of this Section 4.274.21, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the with no need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b. (a) and (c)No Obligor will, the Parent shall not, and shall not nor will it cause or permit any Restricted Subsidiary of its Obligor Subsidiaries to, take or knowingly or negligently omit to take, take any action which action or omission might or would have the result of materially affecting or impairing any the Liens and security interest over any in favor of the assets comprising the Collateral Agent for the benefit of the Holders (including the priority thereof), and the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest Secured Parties with respect to the Collateral and no Obligor will grant, nor will it cause or permit any Obligor Subsidiary to grant, to any Person, or suffer any Person to have any interest whatsoever in accordance with the Collateral, in each case other than as otherwise permitted by this Indenture or Agreement, the Intercreditor Agreement or any Additional Intercreditor AgreementNew Tranche A Notes Indenture, the New Tranche B Notes Indenture, the Term Notes, the New Tranche A Notes, the New Tranche B Notes and the Security Documents. (b) At No Obligor will, and nor will it cause or permit any of its Obligor Subsidiaries to, enter into any agreement or instrument that by its terms requires that the direction proceeds received from any sale of the Company and without the consent Collateral be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of the Holdersany Person, other than pursuant to this Agreement, the Trustee New Tranche A Notes Indenture, the New Tranche B Notes Indenture, the Term Notes, the New Tranche A Notes, the New Tranche B Notes and the Collateral Agent Security Documents, or the International Security Agent (as applicable) may from time any instrument governing Indebtedness permitted to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to be secured by a Lien on the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers pursuant to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementSection 7.2.2. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent shall The Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any the security interest over any of with respect to the assets comprising the Collateral Security for the benefit of the Holders (including Trustee and the priority thereof)Holders, and the Parent Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, grant to any Person other than the Collateral Agent or the International Note Security Agent (as applicable), for the benefit of the Trustee and the Holders and the other beneficiaries described in the Note Security Documents, any interest whatsoever in any of the Collateral; provided Security, except as permitted in the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Note Security Documents to: and pursuant to Section 4.9 (iLimitation on Liens) cure any ambiguityhereof. The Company will not, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does and will not impair any security interest over permit any of the assets comprising the Collateral its Restricted Subsidiaries to amend, extend, renew, restate, supplement or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no modify or replace a Note Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedDocument, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee, either: (i1) a solvency opinion, in form and substance satisfactory to the Trustee, from an Independent Financial Advisor independent investment bank, financial advisor, accounting firm or valuation specialist (in each case, of international standing) confirming the solvency of the Parent Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii2) an Opinion of Counsel, in form and substance satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Note Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing any the security interest over any with respect to the Collateral (it being understood that (i) the incurrence of Permitted Collateral Liens and (ii) the release or modification of the assets comprising Liens on the Collateral in accordance with the terms of this Indenture and the Security Documents, in each case of clauses (i) and (ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including Trustee and the priority thereof)holders of the Notes, and the Parent will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders Trustee and the holders of the Notes and the other beneficiaries described in the Security Documents, the Intercreditor Agreements and any interest whatsoever in Additional Intercreditor Agreement, any Lien over any of the CollateralCollateral that is prohibited by Section 4.07; provided that the Company and the Guarantors its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by Section 4.07, including Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral may be discharged or released in accordance with this Indenture or the Indenture, the applicable Security Documents, the Intercreditor Agreement Agreements or any Additional Intercreditor Agreement. (b) At . Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated or otherwise modified or released to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, thatthat (except where permitted by this Indenture, the Intercreditor Agreements or any Additional Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Security Agent and the Trustee: , either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Parent Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04. (d) Lien is not subject. In the event that the Company complies and its Restricted Subsidiaries comply with the requirements of this Section 4.274.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) Topco and (c), the Parent shall not, and the Parent shall not permit the Issuer or any other Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any security interest over any of the assets comprising Security Interest with respect to the Collateral (it being understood that neither the Incurrence of Permitted Collateral Liens, nor any repayment of intercompany receivables from time to time shall under any circumstances be deemed to materially impair the Security Interests with respect to the Collateral) for the benefit of the Holders (including Trustee and the priority thereof)Holders, and Topco and the Parent shall not, and the Parent will not, and will shall not permit the Issuer or any other Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided , except that (i) Topco, the Company Parent, the Issuer and any of the Guarantors Restricted Subsidiaries may incur Incur Permitted Collateral Liens. Notwithstanding the foregoingLiens and Permitted Liens (including, nothing in this Section 4.27 will restrict the discharge and release without limitation, Permitted Liens over any property or asset of the security interest with respect Parent, the Issuer or a Guarantor subject only to a floating charge (and not any other Lien) under any Security Document, to the extent such floating charge has not crystallized into a fixed charge); (ii) the Collateral may be discharged and released and retaken in accordance with this Indenture or Indenture, the applicable Security Documents, the Intercreditor Agreement or and any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liensextent applicable in each case; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendmentfrom time to time to (A) cure any ambiguity, extensionmistake, renewalomission, restatementdefect or inconsistency therein, supplement(B) further secure the Notes (including Additional Notes), modification or renewal, the Company delivers to the Trustee: (iC) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency make provision for equal and ratable pledges of the Parent and its SubsidiariesCollateral to secure Additional Notes, taken as a whole(D) implement any Permitted Collateral Liens, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (iiE) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under amend the Security Documents as so amendedin accordance with the terms thereof, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject (F) make any other change to any limitation, imperfection such agreement that does not adversely affect the Holders in any material respect; (iv) any Permitted Reorganization or new hardening period, any transaction contemplated under Section 5.01 may be implemented in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance accordance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent Indenture; (as the case may bev) will consent any corporate reorganizations or other steps necessary or advisable to any such amendment, extension, renewal, restatement, supplement, modification consummate or replacement without the need for instructions from the Holders.facilitate the

Impairment of Security Interest. (a) Subject to Sections 4.27(b) 10.1 The Parent and (c), the Parent shall Company will not, and shall the Company will not cause or permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders Finance Parties (including the priority thereoftaken as a whole), and the Parent will not, and the Company will not and the Company will not cause or permit any of its Restricted Subsidiary Subsidiaries to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders Finance Parties and the other beneficiaries described in the Transaction Security Documents, any interest whatsoever in any of the Collateral; provided the Company Documents and the Guarantors may incur Permitted Collateral LiensIntercreditor Agreement. Notwithstanding the foregoing, nothing Nothing in this Section 4.27 will provision shall restrict the discharge and or release of the security interest with respect to the Collateral in accordance with this Indenture or Agreement, the Transaction Security Documents and the Intercreditor Agreement or any Additional Intercreditor Agreementand the Company and its Restricted Subsidiaries may incur Permitted Liens. (b) 10.2 At the direction request of the Company and without the consent of the HoldersNoteholders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Transaction Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) (but subject to compliance with the paragraph above) provide for any Permitted Collateral Liens; , (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders rights of the Finance Parties in any material respect; provided, however, that, in the case of clauses respect (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent and its Subsidiaries, taken as a whole). 10.3 In the event that Company complies with this paragraph 10 (Impairment of Security Interest), after giving effect the Agent and the Collateral Agent may (subject to any transactions related customary protections and indemnifications and the receipt of an Officers’ Certificate providing that the conditions precedent relating to the applicable requested action have been satisfied) consent to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacement; (ii) a certificate release with no need for instructions from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to Noteholders provided such amendment, extensionextensions, renewal, restatement, supplement, modification modification, replacement or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral is in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27Agreement, the Trustee and/or Transaction Security Documents and the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the HoldersIntercreditor Agreement.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the 9.1 The Parent shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including the priority thereof)Secured Parties, and the Parent will shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders Secured Parties and the other beneficiaries described in the Transaction Security Documents, any interest whatsoever in any of the CollateralCollateral that is prohibited by Section 3 (Limitation on Liens); provided provided, that the Company Parent and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Guarantors Collateral may incur Permitted Collateral Liens. be discharged, transferred or released in accordance with this Agreement, the Intercreditor Agreement or the applicable Transaction Security Documents. 9.2 Notwithstanding the foregoingabove, nothing in this Section 4.27 will 9 shall restrict the discharge and release of the any security interest with respect to the Collateral in accordance with this Indenture or Agreement and the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At . Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Transaction Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Encore Private Placement Notes in any material respect; provided, however, that, in except where permitted by this Agreement or the case of clauses (ii) and (iii) aboveIntercreditor Agreement, no Transaction Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, supplement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Parent delivers to the Trustee: Security Agent and the holders of the Encore Private Placement Notes, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the TrusteeSecurity Agent and the Required Holders, from an Independent Financial Advisor confirming or appraiser or investment bank of international standing which confirms the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release (iifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the board of directors or chief financial officer or the Board of Directors of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person person granting such Lien the security interest after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Security Agent and the Required Holders, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Transaction Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04. (d) Lien is not subject. In the event that the Company complies Parent and its Restricted Subsidiaries comply with the requirements of this Section 4.279.2, the Trustee and/or holders of the Collateral Agent and/or Encore Private Placement Notes and the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the Holdersholders of the Encore Private Placement Notes. Any capitalised terms used in Part I or this Part II of Schedule 4 or that are not otherwise defined in Part I or this Part II shall have the respective meanings given to them in Schedule A (Defined Terms) of this Agreement. Terms defined only in Schedule A (Defined Terms) of this Agreement shall be construed when they are used in this Schedule 4 (and only for those purposes), in accordance with English law, notwithstanding that this Schedule 4 is interpreted in accordance with New York law. Unless otherwise expressly stated herein references in this Part II of Schedule 4 are to the Sections of Part I of this Schedule 4.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the The Parent shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any security interest over any of the assets comprising Security Interests with respect to the Collateral (it being understood, subject to the proviso below, that the incurrence of Permitted Liens shall under no circumstances be deemed to materially impair the Security Interest with respect to the Collateral) for the benefit of the Holders (including the priority thereof)Finance Parties, and the Parent will shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable), for the benefit of the Holders Finance Parties and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided , except that (i) the Company Parent and the Guarantors its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to (ii) the Collateral may be discharged and released in accordance with this Indenture or the Intercreditor Agreement Finance Documents or any Additional Intercreditor Agreement. , (biii) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International applicable Security Agent (as applicable) Documents may be amended from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakesmistake, omission, defect defect, manifest error or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or therein and (iv) make the Parent and its Restricted Subsidiaries may amend the security interests in any other change thereto manner that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders Finance Parties in any material respect; provided, however, that, that in the case of clauses paragraphs (iii), (iii) and (iiiiv) above, no in addition to any other requirements set forth in the Finance Documents, the Security Document Documents may not be amended, extended, renewed, restated, supplemented supplemented, released or otherwise modified or replaced, unless contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company Parent delivers to the Trustee: Facility Agent, (iA) a solvency opinioneither (1) an Officer’s Certificate of the relevant Person, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming which confirms the solvency of the Parent and its Subsidiaries, taken as a wholePerson granting such security interest, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplementrelease, modification or replacement; or , or (iii2) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement, the Lien or Liens securing the Notes Security Interests created under the Security Documents as Documents, so amended, extended, renewed, restated, supplemented, released, modified or replaced remain are valid and perfected Liens Security Interests not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens Security Interests were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, release, modification or replacement. , (cB) Nothing an Officer’s Certificate stating that all conditions precedent in this Section 4.27 will restrict the release or replacement Finance Documents and the Senior Secured Note Finance Documents relating to any such action have been complied with and (C) an Opinion of Counsel stating that all conditions precedent in the Finance Documents and the Senior Secured Note Finance Documents relating to any Collateral in compliance with the provisions set out in Section 11.04. (d) such action have been complied with. In the event that the Company Parent complies with the requirements of this Section 4.27paragraph 16, the Trustee and/or Facility Agent and the Collateral Agent and/or the International Security Agent shall (as subject to customary protections and indemnifications each of the case may beFacility Agent and the Security Agent being indemnified and secured to its satisfaction) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersFinance Parties.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any the security interest over any with respect to the Collateral (it being understood, subject to the proviso below, that the incurrence of Permitted Liens relating to Collateral securing the Notes or indebtedness under Credit Facilities incurred in compliance with clause (ii) of the assets comprising definition of "Permitted Indebtedness" (a "Permitted Collateral Lien") shall under no circumstances be deemed to materially impair the Collateral security interest with respect to the Collateral) for the benefit of the Holders (including Trustee and the priority thereof)Holders, and the Parent will Company shall not, and will shall not permit any Restricted Subsidiary of the Company to, grant to any Person other than the Collateral Agent or Trustee and the International Security Agent (as applicable)Agent, for the benefit of the Trustee or the Security Agent, as the case may be, and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided , except that the Company and the Guarantors its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding Liens and the foregoingCollateral may be discharged and released in accordance with this Indenture and the Intercreditor Agreement; provided, nothing in this Section 4.27 will restrict the discharge and release of the security interest however, that, except with respect to the Collateral any discharge or release in accordance with this Indenture or the Intercreditor Agreement Agreement, the incurrence of Permitted Collateral Liens or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holdersaction expressly permitted by this Indenture, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does may not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company delivers to the Trustee: , either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Trustee, Trustee from an Independent Financial Advisor confirming the solvency of the Parent Company and its Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; , or (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii2) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as Documents, so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) . In the event that the Company complies with the requirements of this Section 4.274.23, the Trustee and/or or the Collateral Agent and/or the International Security Agent (Agent, as the case may be, shall (subject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the Holdersholders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) The Parent Guarantor and (c), the Parent Issuer shall not, and shall not permit any Restricted Subsidiary Guarantor to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing any security interest over any of the assets comprising the Collateral for the benefit of the Holders (including the priority thereof), and the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in favor of the Collateral Trustee (it being understood that the incurrence of Permitted Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral). The Parent Guarantor and the Issuer shall not, and shall not permit any Guarantor to, suffer to exist or grant to any Person other than the Collateral Trustee, for the benefit of the secured parties, any Lien over any of the Collateral that is prohibited by Section 4.07, but may suffer to exist or grant, and permit any Guarantor to grant or suffer to exist, Permitted Liens as permitted by such covenant, and may discharge, and permit any Guarantor to discharge, the Collateral may be discharged or released in accordance with Section 11.04 of this Indenture and the applicable Security Documents. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and otherwise modified without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent Holders to (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii1) provide for any Permitted Collateral Liens; (iii2) add to the Collateral; or (3) make any other change thereto that does not adversely affect the Holders of the Notes in any material respect; provided, however, that (except where permitted by this Indenture or to effect or facilitate the creation of Permitted Liens or to add to the Collateral for the benefit of the Holders; or (ivCollateral Trustee and holders of other Indebtedness incurred in accordance with this Indenture) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Parent Guarantor delivers to the Trustee: (i) a solvency opinion, in form satisfactory to Collateral Trustee and the Trustee, from : (A) an Independent Financial Advisor confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer Officer’s Certificate of the relevant obligor (acting Person which states that all conditions precedent in good faith), in this Indenture and the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect Security Documents relating to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacementaction have been complied with; or and (iiiB) an Opinion of Counsel, in form satisfactory to the Trustee Counsel confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification restatement or replacementother modification, the Lien or Liens securing the Notes created under the Security Documents as Document so amended, extended, renewed, restated, supplemented, restated or modified or replaced remain are valid and perfected Liens not otherwise subject and that all conditions precedent in this Indenture and the Security Documents relating to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) action have been complied with. In the event that the Company complies Issuer and the Guarantors comply with the requirements of this Section 4.27covenant, the Collateral Trustee and, as applicable, the Trustee and/or the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes; provided that neither the Collateral Trustee nor the Trustee shall be obligated to enter into any such amendment that adversely affects its own rights, duties, liabilities or immunities.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any security interest over any of the assets comprising the Collateral for the benefit of the Holders (including the priority thereof), and the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement[Reserved]. (b) At the direction of the Company Issuers and without the consent of the Holders, the Trustee (or its agent or designee) and the Collateral Agent or the International Security Agent (as applicable) may shall from time to time enter into one or more amendments amendments, extensions, renewals, restatements, supplements or other modifications or replacements to or of the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Collateral Liens; Liens or Liens otherwise permitted under Section 4.12, (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above), no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified modified, in each case in any material respect, or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers Issuers deliver to the TrusteeTrustee and the Collateral Agent, either: (i) a solvency opinion, in form and substance satisfactory to the Trustee, from an Independent Financial Advisor satisfactory to the Trustee confirming the solvency of the Parent BP I, BP II and its their respective Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iiiii) an Opinion of Counsel, in form and substance satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Senior Secured Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and, to the extent applicable in the jurisdiction and perfected Liens not otherwise subject to any limitationrequired under the Reference Agreement Security Principles, imperfection or new hardening periodperfected, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementLiens. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary Group Member to, take take, or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any security interest over any of the assets comprising the Collateral for the benefit of the Holders (including the priority thereof), and the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or for the Intercreditor Agreement or any Additional Intercreditor Agreement.benefit of the Trustee and the holders of the Notes.‌ (b) At the direction of the Company Parent Guarantor and without the consent of the Holdersholders of the Notes, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to or any other agreements in connection with the Security Documents and carry out any other action as may be necessary or adopt any resolutions that may be necessary or convenient to: : (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for ratify, confirm the creation of, or cure any Permitted Collateral Liensdefect in the constitution of, such Liens over the Collateral; (iii) provide for Permitted Collateral Liens, (iv) add to the Collateral for Collateral, (v) confirm and evidence the benefit release, termination, discharge or retaking of any of the Holders; Collateral when such release, termination, discharge or retaking is provided for in the Indenture, the Security Documents or the Intercreditor Agreement or (ivvi) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, respect as determined in good faith by the case Board of clauses Directors of the Parent Guarantor. (iic) Except as provided in Sections 4.20(a) or (b) above and (iii) abovepursuant to or in connection with any Permitted Reorganization, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the TrusteeSecurity Agent either: (iA) a solvency opinion, in form and substance satisfactory to the TrusteeSecurity Agent, from an Independent Financial Advisor investment banking firm, appraisal firm or accounting firm of international standing confirming the solvency of the Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iiiB) an Opinion opinion of Counselcounsel acceptable to the Security Agent, in form and substance satisfactory to the Trustee Security Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents Documents, as so amended, extended, renewed, restated, supplemented, modified or replaced remain replaced, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.; or (cC) Nothing an Officer’s Certificate from the Parent Guarantor (acting in this Section 4.27 will restrict good faith), in the release or replacement form set forth as an exhibit to the Indenture, that confirms the solvency of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent Parent Guarantor and its subsidiaries after giving effect to any transaction related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacement without the need for instructions from the Holdersrelease.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral (it being understood that the incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including Security Agent, the priority thereof)Trustee and the holders of the Notes, and the Parent will Guarantor shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of itself, the Holders Trustee and the holders of the Notes and the other beneficiaries described in the Security Documents, the Intercreditor Agreement and any interest whatsoever in Additional Intercreditor Agreement, any Lien over any of the CollateralCollateral that is prohibited by Section 4.07; provided that the Company Parent Guarantor and the Guarantors its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by Section 4.07, including Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral may be discharged or released in accordance with this Indenture or Indenture, the applicable Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At . Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated or otherwise modified or released to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, thatthat (except where permitted by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Parent Guarantor delivers to the Security Agent and the Trustee: , either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04. (d) Lien is not subject. In the event that the Company complies Parent Guarantor and its Restricted Subsidiaries comply with the requirements of this Section 4.274.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes.

Impairment of Security Interest. (a1) Subject to Sections 4.27(bparagraphs (2) and (c)3) below, the Parent Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any security interest over any of the assets comprising the Collateral for the benefit of the Holders (including the priority thereof), and the Parent will Issuer shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Trustee, for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided that nothing in this provision shall restrict the Company and the Guarantors may incur Issuer from Incurring Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement.; (b2) At the direction of the Company Issuer and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) Trustee may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Issuer delivers to the Trustee, either: (i1) a solvency opinion, in form and substance reasonably satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii2) an Opinion opinion of Counselcounsel, in form and substance satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement, which shall be substantially in the form attached to this Indenture. (c3) Nothing in this Section 4.27 will 4.17 shall restrict the release or replacement of any Collateral security interests in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27Indenture, the Trustee and/or Security Documents and the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the HoldersIntercreditor Agreement.

Impairment of Security Interest. ‌ (a) Subject to Sections 4.27(b) and (c), the The Parent Guarantor shall not, and shall not cause or permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, any action action, which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral (it being under- stood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including Trustee and the priority thereof)Holders, and the Parent will Guarantor shall not, and will shall not cause or permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Trustee, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing that (x) noth- ing in this Section 4.27 will 4.21 shall restrict the discharge and discharge, release or replacement of the security interest with respect to the Collateral in accordance with this Indenture or Indenture, the Security Documents and the Intercreditor Agreement or any Additional Intercreditor Agreement. and (by) At the direction of the Company and without the consent of the Holders, the Trustee Parent Guarantor and the Collateral Agent or the International Security Agent (as applicable) Restricted Subsidiaries may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any incur Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; and provided, howeverfurther, that, in the case of clauses (ii) and (iii) above, that no Security Secu- rity Document may be amended, extended, renewed, restated, supplemented or otherwise modified modified, re- placed or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplementsupple- ment, modification modification, replacement or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Parent Guarantor delivers to the Trustee: Trustee either (i) a solvency opinionopinion from an internationally recognized investment bank or accounting firm, in form and substance reasonably satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent Guarantor and its SubsidiariesSubsidiar- ies, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewalrenew- al, restatement, supplement, modification modification, replacement or replacement; release and retaking; or (ii) a certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Person (acting in good faith), in the form set forth as an exhibit to this Indenture, ) that confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease and retak- ing; or or (iii) an Opinion opinion of Counselcounsel, in form and substance reasonably satisfactory to the Trustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retaking, the Lien or Liens securing the Notes created under the Security Documents as so amended, extendedextend- ed, renewed, restated, supplemented, modified modified, replaced or replaced remain released and retaken are valid and perfected Liens not otherwise subject to any limitation, limitation imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retaking.‌ (b) At the direction of the Parent Guarantor and without the consent of the Holders, the Secu- rity Trustee may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) subject to compliance with paragraph (a) above, provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the rights of the Holders in any material respect. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company Parent Guarantor complies with the requirements of this Section 4.274.21, the Trustee and/or and the Collateral Agent and/or the International Security Agent Trustee shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacement without the release with no need for instructions from the Holders.

Impairment of Security Interest. ​ (a) Subject to Sections 4.27(b) The Parent and (c), the Parent Issuer shall not, and the Parent shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any the security interest over any with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, or the confirmation or affirmation of security interests in respect of the assets comprising Collateral, shall under no circumstances be deemed to materially impair the Collateral security interest with respect to the Collateral) for the benefit of the Holders (including Trustee and the priority thereof)Holders, and the Parent will and the Issuer shall not, and will the Issuer shall not permit any Restricted ​ ​ ​ Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in Lien over any of the Collateral; provided Collateral that is prohibited by Section 4.03, provided, that the Company Parent, the Issuer and the Guarantors Restricted Subsidiaries may incur Incur any Lien over any of the Collateral that is not prohibited by Section 4.03 including Permitted Collateral Liens. , and the Collateral may be discharged, transferred or released in any circumstances not prohibited by this Indenture, the Intercreditor Agreement or the applicable Security Documents. (b) Notwithstanding the foregoingSection 4.15(a), nothing in this Section 4.27 will 4.15 shall restrict the discharge and release of the security interest with respect to the Collateral any Lien in accordance with this Indenture or Indenture, the Intercreditor Agreement or any Additional and the ABL Intercreditor Agreement. (b) At . Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that (except where permitted by this Indenture, the Intercreditor Agreement or the ABL Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness Incurred in accordance with this Indenture), no Security Document may be amended, extended, renewed, restated, or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or with any such action in clauses (ii) and (iii) in this Section 4.15(b), the Company Issuer delivers to the Security Agent and the Trustee: , either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor confirming which confirms the solvency of the Parent Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release (iifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same asset), (2) a certificate from the board of directors or chief financial officer or the Board of Directors of the relevant obligor (acting in good faith)Person, in form and substance reasonably satisfactory to the form set forth as an exhibit to this IndentureSecurity Agent and the Trustee, that which confirms the solvency of the Person person granting any such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or release, or (iii3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.replacement and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. ​ (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies Parent, the Issuer and the Restricted Subsidiaries comply with the requirements of this Section 4.274.15, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as subject to customary protections and indemnifications and each of the case may beTrustee and the Security ​ ​ Agent being indemnified and/or secured to its satisfaction) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement actions without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral (it being understood that the Incurrence of Permitted Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including Security Agent, the priority thereof)Trustee and the Holders, and the Parent will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Collateral Documents, any interest whatsoever in Lien over any of the CollateralCollateral that is prohibited by Section 3.6; provided that the Company and its Restricted Subsidiaries may Incur Permitted Liens and the Guarantors Collateral may incur Permitted be discharged, transferred or released in accordance with the Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Collateral Liens. Documents. (b) Notwithstanding the foregoingSection 3.25(a), nothing in this Section 4.27 will 3.25 shall restrict the discharge and release of the security interest with respect to the Collateral any Liens in accordance with this Indenture or Indenture, the Intercreditor Agreement or and any Additional Intercreditor Agreement. (b) At . Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets (or, in the case of a Permitted Redomiciliation, substantively equivalent assets)) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Liens; (iii) add to the Collateral; (iv) undertake a Permitted Redomiciliation; or (v) make any other change thereto that does not adversely affect the Holders in any material respect. Subject to the foregoing, except where contemplated or otherwise permitted by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, no Collateral Document may be amended, extended, renewed, restated or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee: , either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor confirming independent financial advisor or appraiser or investment bank of international standing which confirms the solvency of the Parent Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release (iifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the board of directors or chief financial officer or the Board of Directors of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person person granting such Lien Liens after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or , or (iii3) an Opinion opinion of Counselcounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Collateral Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict replacement and to which the release or replacement of any Collateral in compliance with new Indebtedness secured by the provisions set out in Section 11.04. (d) Permitted Lien is not subject. In the event that the Company complies and its Restricted Subsidiaries comply with the requirements of this Section 4.273.25, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the Holders; provided that the Company or a Restricted Subsidiary may only direct the Trustee and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations or liabilities on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities, indemnities or immunities under this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Issuer shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing any the security interest over any with respect to the Collateral (it being understood that (i) the incurrence of Permitted Collateral Liens and (ii) the release or modification of the assets comprising Liens on the Collateral in accordance with the terms of this Indenture and related Security Documents, in each case of clauses ‎(i) and ‎‎(ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including Trustee, Security Agent and the priority thereof)holders of the Notes, and the Parent will Issuer shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders Trustee and the holders of the Notes and the other beneficiaries described in the Security Documents, any interest whatsoever in Lien over any of the Collateral; provided the Company and the Guarantors may incur Collateral (other than Permitted Collateral Liens). Notwithstanding Subject to the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated or otherwise modified or released to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iviii) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, that (except where permitted by this Indenture or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Security Agent and the Trustee: , (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Parent Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04. (d) Lien is not subject. In the event that the Company complies Issuer and its Restricted Subsidiaries comply with the requirements of this Section 4.27‎‎Section 4.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes.

Impairment of Security Interest. (a) Subject to Sections 4.27(b4.21(b) and (c)) below, the Parent shall Guarantor will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action action, which action or of omission might or would have the result of materially impairing any security interest over any of the assets comprising the Collateral (it being understood that the Incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens will not be deemed to materially impair the security interest with respect to any Collateral) for the benefit of the Holders (including the priority thereof), and the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company Parent Guarantor and without the consent of the Holders, the Trustee and the applicable Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (iA) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (iiB) provide for any Permitted Collateral Liens; (iiiC) add to the Collateral for the benefit of the Holders; or (ivD) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Parent Guarantor delivers to the Trustee, any of: (i1) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii2) a certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Parent Guarantor (acting in good faith), substantially in the form set forth as an exhibit Exhibit F to this Indenture, that confirms confirming the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii3) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 4.21 will restrict the release or replacement of any Collateral security interests in compliance with the provisions set out in Section 11.0410.02 hereof. (d) In the event that the Company Parent Guarantor complies with the requirements of this Section 4.274.21, the Trustee and/or the applicable Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders; provided such amendments do not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c)No Indenture Obligor shall, the Parent nor shall not, and shall not it cause or permit any Restricted Subsidiary of its Obligor Subsidiaries to, take or knowingly or negligently omit to take, take any action which action or omission might or would have the result of materially affecting or impairing any the Liens and security interest over any in favor of the assets comprising the Collateral Agent for the benefit of the Holders (including the priority thereof), and the Parent will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral and no Indenture Obligor shall grant, nor shall it cause or permit any of its Obligor Subsidiaries to grant, to any Person, or suffer any Person to have any interest whatsoever in accordance with the Collateral, in each case other than as otherwise permitted by this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the HoldersIndenture, the Trustee Term Loan Agreement, the New Tranche A Notes Indenture, the New Tranche A Notes, the New Tranche A Term Notes, the Securities and the Collateral Agent Security Documents. No Indenture Obligor shall, nor shall it cause or the International Security Agent (as applicable) may from time to time permit any of its Obligor Subsidiaries to, enter into one any agreement or more amendments instrument that by its terms requires that the proceeds received from any sale of Collateral be applied to the Security Documents to: (i) cure any ambiguityrepay, mistakesredeem, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral defease or otherwise adversely affect the Holders in acquire or retire any material respect; providedIndebtedness of any Person, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit other than pursuant to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementTerm Loan Agreement, the Lien or Liens securing New Tranche A Notes Indenture, the Notes created under New Tranche A Notes, the New Tranche A Term Notes, the Securities and the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject any instrument governing Indebtedness permitted to any limitation, imperfection or new hardening period, in equity or at law, that such be secured by a Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or on the Collateral Agent and/or the International Security Agent (as the case may be) will consent pursuant to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the HoldersSection 1012 hereof.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) The Company and (c), the Parent PAAC shall not, and shall not cause or permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or would have the result of materially affecting or impairing any the Liens and security interest over any in favor of the assets comprising the Collateral Agent for its own account and for the benefit of the Trustee and the Holders (including and the priority thereof)holders of Secured Indebtedness with respect to the Collateral and the Company shall not grant to any Person, or suffer any Person to have any interest whatsoever in the Collateral, in each case other than as otherwise permitted by this Indenture, the Term Loan Agreement or the Security Documents. The Company and PAAC shall not, and shall not permit PCAC to, grant a security interest in, or permit any Lien to exist on, the Parent St. Gabrxxx Xxxeline other than Permitted Liens or a Lien in favor of the Collateral Agent pursuant to a Security Document. The Company and PAAC shall not, and shall not cause or permit any Restricted Subsidiary to, enter into any agreement or instrument that by its terms requires that the proceeds received from any sale of Collateral be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than pursuant to this Indenture or the Term Loan Agreement. A release of any of the Collateral strictly in accordance with the terms and conditions of this Subject to the provisions of this Indenture, the Existing Term Facility, the Existing Senior Secured Indenture and the Intercreditor Agreement, the Company and PAAC will not, and will not cause or permit any of the Restricted Subsidiaries to, enter into any agreement or instrument that by its terms requires that the Company, PAAC or any such Restricted Subsidiary pledge the Capital Stock of (i) the Company and (ii) any Restricted Subsidiary to, grant to that (A) is engaged in any Person business activity other than the Collateral Agent or the International Security Agent (as applicable), for the benefit holding of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any Capital Stock of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: Subsidiaries of PAAC (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (iiImperial West, engaging in any business activity other than the holding of its Investment in Kemwater) and (iiiB) above, no Security Document may be amended, extended, renewed, restated, supplemented has assets equal to or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee: (i) greater than 5% of PAAC's total assets determined on a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency consolidated basis as of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board time of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementdetermination. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (cSection 4.17(b), the Parent Issuer and Holdings I shall not, and shall not permit any Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might reasonably or would (in the good faith determination of the Issuer), have the result of materially impairing any security interest over any of the assets comprising Security Interest with respect to the Collateral for the benefit of the Holders Trustee and the holders of the Securities (including materially impairing the priority thereof) (it being understood that any release under Section 12.06 and the incurrence of Permitted Collateral Liens shall not be deemed to so materially impair the Security Interest with respect to the Collateral), and the Parent will Issuer and Holdings I shall not, and will shall not permit any Restricted Subsidiary Subsidiaries to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Trustee and the Holders of the Securities and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; , provided the Company Issuer and the Guarantors Holdings may incur Incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company Issuer and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may shall from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Collateral Liens; , (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above), no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Issuer delivers to the Trustee, either: (i) a solvency opinion, in form and substance satisfactory to the Trustee, from an Independent Financial Advisor satisfactory to the Trustee confirming the solvency of the Parent Issuer, Holdings I and its their respective Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iiiii) an Opinion of Counsel, in form and substance satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes Securities created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at lawLiens, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission might or would have the result of materially impairing any the security interest over any with respect to the Collateral (it being understood that (i) the incurrence of Permitted Collateral Liens and (ii) the release or modification of the assets comprising Liens on the Collateral in accordance with the terms of this Indenture and related Security Documents, in each case of clauses (i) and (ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including Trustee and the priority thereof)holders of the Notes, and the Parent will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders Trustee and the holders of the Notes and the other beneficiaries described in the Security Documents, the Intercreditor AgreementAgreements and any interest whatsoever in Additional Intercreditor Agreement, any Lien over any of the CollateralCollateral that is prohibited by Section 4.07; provided that the Company and the Guarantors its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by Section 4.07, including Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral may be discharged or released in accordance with this Indenture or Indenture, the applicable Security Documents, the Intercreditor Agreement AgreementAgreements or any Additional Intercreditor Agreement. (b) At . Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated or otherwise modified or released to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, thatthat (except where permitted by this Indenture, the Intercreditor AgreementAgreements or any Additional Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Security Agent and the Trustee: , either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Parent Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04. (d) Lien is not subject. In the event that the Company complies and its Restricted Subsidiaries comply with the requirements of this Section 4.274.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (cSection 4.17(b), the Parent Issuer and Holdings I shall not, and shall not permit any Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might reasonably or would (in the good faith determination of the Issuer) have the result of materially impairing any security interest over any of the assets comprising Security Interest with respect to the Collateral for the benefit of the Holders Trustee and the holders of the Securities (including materially impairing the priority thereof) (it being understood that any release under Section 12.06 and the incurrence of Permitted Collateral Liens shall not be deemed to so materially impair the Security Interest with respect to the Collateral), and the Parent will Issuer and Holdings I shall not, and will shall not permit any Restricted Subsidiary Subsidiaries to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Trustee and the Holders of the Securities and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; , provided the Company Issuer and the Guarantors Holdings may incur Incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company Issuer and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may shall from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Collateral Liens; , (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above), no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Issuer delivers to the Trustee, either: (i) a solvency opinion, in form and substance satisfactory to the Trustee, from an Independent Financial Advisor satisfactory to the Trustee confirming the solvency of the Parent Issuer, Holdings I and its their respective Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iiiii) an Opinion of Counsel, in form and substance satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes Securities created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at lawLiens, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) The Parent and (c), the Parent Issuer shall not, and the Parent shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any the security interest over any with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, or the confirmation or affirmation of security interests in respect of the assets comprising Collateral, shall under no circumstances be deemed to materially impair the Collateral security interest with respect to the Collateral) for the benefit of the Holders (including Trustee and the priority thereof)Holders, and the Parent will and the Issuer shall not, and will the Issuer shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in Lien over any of the Collateral; provided Collateral that is prohibited by Section 4.03, provided, that the Company Parent, the Issuer and the Guarantors Restricted Subsidiaries may incur Incur any Lien over any of the Collateral that is not prohibited by Section 4.03 including Permitted Collateral Liens. , and the Collateral may be discharged, transferred or released in any circumstances not prohibited by this Indenture, the Intercreditor Agreement or the applicable Security Documents. (b) Notwithstanding the foregoingSection 4.15(a), nothing in this Section 4.27 will 4.15 shall restrict the discharge and release of the security interest with respect to the Collateral any Lien in accordance with this Indenture or Indenture, the Intercreditor Agreement or any Additional and the ABL Intercreditor Agreement. (b) At . Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that (except where permitted by this Indenture, the Intercreditor Agreement or the ABL Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness Incurred in accordance with this Indenture), no Security Document may be amended, extended, renewed, restated, or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or with any such action in clauses (ii) and (iii) in this Section 4.15(b), the Company Issuer delivers to the Security Agent and the Trustee: , either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor confirming which confirms the solvency of the Parent Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release (iifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same asset), (2) a certificate from the board of directors or chief financial officer or the Board of Directors of the relevant obligor (acting in good faith)Person, in form and substance reasonably satisfactory to the form set forth as an exhibit to this IndentureSecurity Agent and the Trustee, that which confirms the solvency of the Person person granting any such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or release, or (iii3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementreplacement and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies Parent, the Issuer and the Restricted Subsidiaries comply with the requirements of this Section 4.274.15, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as subject to customary protections and indemnifications and each of the case may beTrustee and the Security Agent being indemnified and/or secured to its satisfaction) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement actions without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the The Parent Guarantor shall not, not and shall not permit the Company or any other Restricted Subsidiary toto take, take or knowingly or negligently omit to take, any action action, which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral for the benefit of the Holders (including the priority thereof)Holders, and the Parent will not, Guarantor shall not and will shall not permit the Parent Guarantor, the Company or any Restricted Subsidiary to, to grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided , except as permitted in the Company and Security Documents, but subject to paragraph (b) the Guarantors Parent Guarantor may incur Incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company Parent Guarantor and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may shall from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Collateral Liens; , (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) Holders an Opinion of Counsel, in form and substance satisfactory to the Trustee Holders confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens (other than Liens on assets that have been added to the Collateral as a result of such amendment, extension, renewal, restatement, supplement, modification or replacement) securing the Notes (other than any Additional Notes) created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral (it being understood that, subject to the proviso below, the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including Trustee and the priority thereof)Holders, and the Parent will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Trustee acting through the Security Agent or to the International Security Agent (Agent, as applicable), under relevant law, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in Lien over any of the Collateral; provided that the Company and the Guarantors Restricted Subsidiaries may incur Incur Permitted Collateral Liens. Liens and the Collateral may be amended, extended, renewed, restated, supplemented, transferred, discharged or released in accordance with this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable Security Documents. (b) Notwithstanding the foregoingSection 4.10(a), nothing in this Section 4.27 will 4.10 shall restrict the discharge and release of the security interest with respect to the Collateral any Lien in accordance with this Indenture or Indenture, the Revolving Credit Facility, the Intercreditor Agreement or Agreement, and any Additional Intercreditor Agreement. (b) At . Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, thatthat (except with respect to any amendment, extension, renewal, restatement, supplement, replacement, transfer, discharge or release in accordance with the case of clauses (ii) applicable Security Document, this Indenture, the Intercreditor Agreement and (iii) aboveany Additional Intercreditor Agreement), no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, supplement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Trustee: Trustee and the Security Agent, any of (i1) a solvency opinion, in form and substance reasonably satisfactory to the TrusteeTrustee and the Security Agent, from an Independent Financial Advisor confirming independent financial advisor or appraiser or investment bank of international standing that confirms the solvency of the Parent Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release (iifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the board Chief Financial Officer or the Board of directors or chief financial officer Directors of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, Person that confirms the solvency of the Person granting such Lien the security interest after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or release (iiifollowed by an immediate retake of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel, in form satisfactory Counsel (subject to the Trustee any qualifications customary for this type of opinion of counsel) confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retake of a Lien of at least equivalent ranking over the same assets). (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.274.10, the Trustee and/or Company or the Collateral Agent and/or the International Security Agent (as the case may be) will consent shall take all actions necessary to any effect such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holdersrelease.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral for the benefit of the Holders (including Trustee and the priority thereof)holders of the Notes, and the Parent Issuer will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Trustee, for the benefit of the Holders Trustee and the holders of the Notes (other than Additional Notes) and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided , except as permitted in the Company Security Documents, but subject to Section 4.22(b) the Issuer and the Guarantors its Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement.; (b) At the direction of the Company Issuer and without the consent of the Holdersholders of the Notes, the Trustee and the Collateral Agent or the International Security Agent (as applicable) Trustee may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Collateral Liens; , (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Issuer delivers to the Trustee, either: (i) a solvency opinion, in form and substance satisfactory to the Trustee, from an Independent Financial Advisor investment banking firm, appraisal firm or accounting firm of international standing confirming the solvency of the Parent Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;; or (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of CounselCounsel acceptable to the Trustee, in form and substance satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, limitation imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing replacement which shall be substantially in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (form attached hereto as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.Exhibit D.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) The Issuer and (c), the Parent shall Company will not, and shall the Company will not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any the security interest over any with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, or the confirmation or affirmation of security interests in respect of the assets comprising Collateral, will under no circumstances be deemed to materially impair the Collateral security interest with respect to the Collateral) for the benefit of the Holders (including Trustee, the priority thereof)Security Agent and the Holders, and the Parent Issuer and the Company will not, and the Company will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in Lien over any of the CollateralCollateral that is prohibited by Section 4.12; provided provided, that the Issuer, the Company and its Restricted Subsidiaries may Incur any Lien over any of the Guarantors may incur Collateral that is not prohibited by Section 4.12, including Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge Liens and release of the security interest with respect to the Collateral may be discharged, transferred or released in accordance with this Indenture or Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or any Additional Intercreditor Agreementthe applicable Security Documents. (b) At the direction of the Company and without the consent of the HoldersSubject to Section 4.13(a), the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by a substantially concurrent retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, thatthat (except where permitted by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness Incurred in the case of clauses (ii) and (iii) aboveaccordance with this Indenture), no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, supplement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee: , either (i1) a solvency opinion, in form reasonably satisfactory to the Security Agent and the Trustee, from an Independent Financial Advisor confirming or appraiser or investment bank of international standing which confirms the solvency of the Parent Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; release (iifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person person granting any such Lien Liens after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or , or (iii3) an Opinion opinion of Counselcounsel (subject to any qualifications customary for this type of opinion of counsel), in form reasonably satisfactory to the Trustee Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementreplacement and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Issuer, the Company complies and its Restricted Subsidiaries comply with the requirements of this Section 4.274.13, the Trustee and/or and the Collateral Agent and/or the International Security Agent will (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (cSection 4.17(b), the Parent BP I shall not, and shall not permit any Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might reasonably or would (in the good faith determination of the Issuers), have the result of materially impairing any security interest over any the value of the assets comprising security interests taken as a whole (including the lien priority with respect thereto) with respect to the Collateral for the benefit of the Trustee and the Holders of the Senior Secured Notes (including materially impairing the lien priority thereof), of the Senior Secured Notes with respect thereto) (it being understood that any release under 12.06 and the Parent will not, and will incurrence of Permitted Liens shall not permit any Restricted Subsidiary to, grant be deemed to any Person other than the Collateral Agent or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of so materially impair the security interest interests with respect to the Collateral in accordance with this Indenture or Collateral); provided, however, that BP I, BP II and the Intercreditor Agreement or any Additional Intercreditor AgreementRestricted Subsidiaries may Incur Permitted Liens and Liens otherwise permitted pursuant to Section 4.12. (b) At the direction of the Company Issuers and without the consent of the Holders, the Trustee and the Collateral Agent (or the International Security Agent (as applicableits agent or designee) may shall from time to time enter into one or more amendments amendments, extensions, renewals, restatements, supplements or other modifications or replacements to or of the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Collateral Liens; Liens or Liens otherwise permitted under Section 4.12, (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above), no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified modified, in each case in any material respect, or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers Issuers deliver to the Trustee, either: (i) a solvency opinion, in form and substance satisfactory to the Trustee, from an Independent Financial Advisor satisfactory to the Trustee confirming the solvency of the Parent BP I, BP II and its their respective Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iiiii) an Opinion of Counsel, in form and substance satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Senior Secured Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and, to the extent applicable in the jurisdiction and perfected Liens not otherwise subject to any limitationrequired under the Agreed Security Principles, imperfection or new hardening periodperfected, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementLiens. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the The Parent shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders (including Trustee and the priority thereof)holders of the Notes, and the Parent will not, and will not cause or permit any of its Restricted Subsidiary Subsidiaries to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders Trustee and the holders of the Notes and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, that (a) nothing in this Section 4.27 will provision shall restrict the discharge and or release of the security interest with respect to the Collateral in accordance with this Indenture or Indenture, the Security Documents and the Intercreditor Agreement or any Additional Intercreditor Agreement. and (b) At the direction of the Company Parent and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) its Restricted Subsidiaries may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any incur Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; providedand provided further, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewalreplacement, restatement, supplement, modification or renewal, the Company Parent delivers to the Trustee: Trustee either (i1) a solvency opinionopinion from an internationally recognised investment bank or accounting firm, in form and substance reasonably satisfactory to the Trustee, from an Independent Financial Advisor Trustee confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; replacement or (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii2) an Opinion opinion of Counselcounsel, in form and substance reasonably satisfactory to the Trustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, limitation imperfection or new hardening period, in equity or at law, and that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementreplacement which shall be substantially in the form attached to this Indenture. (b) At the direction of the Parent and without the consent of the holder of Notes, the Security Agent may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) (but subject to compliance with paragraph (a) above) provide for Permitted Collateral Liens, (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the rights of the holders of the Notes in any material respect. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company Parent complies with the requirements of this Section 4.274.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the with no need for instructions from holders of the HoldersNotes.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) 10.1 The Parent and (c), the Parent shall Company will not, and shall the Company will not cause or permit any of its Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would have the result of materially impairing any the security interest over any of the assets comprising with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Holders Finance Parties (including the priority thereoftaken as a whole), and the Parent will not, and the Company will not and the Company will not cause or permit any of its Restricted Subsidiary Subsidiaries to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders Finance Parties and the other beneficiaries described in the Transaction Security Documents, any interest whatsoever in any of the Collateral; provided the Company Documents and the Guarantors may incur Permitted Collateral LiensIntercreditor Agreement. Notwithstanding the foregoing, nothing Nothing in this Section 4.27 will provision shall restrict the discharge and or release of the security interest with respect to the Collateral in accordance with this Indenture or Agreement, the Transaction Security Documents and the Intercreditor Agreement or any Additional Intercreditor Agreementand the Company and its Restricted Subsidiaries may incur Permitted Liens. (b) 10.2 At the direction request of the Company and without the consent of the HoldersNoteholders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Transaction Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) (but subject to compliance with the paragraph above) provide for any Permitted Collateral Liens; , (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders rights of the Finance Parties in any material respect; provided, however, that, in the case of clauses respect (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent and its Subsidiaries, taken as a whole). 10.3 In the event that Company complies with this paragraph 10 (Impairment of Security Interest), after giving effect the Agent and the Collateral Agent may (subject to any transactions related customary protections and indemnifications and the receipt of an Officers’ Certificate providing that the conditions precedent relating to the applicable requested action have been satisfied) consent to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacement; (ii) a certificate release with no need for instructions from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to Noteholders provided such amendment, extensionextensions, renewal, restatement, supplement, modification |EU-DOCS\34803319.2|| modification, replacement or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral is in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27Agreement, the Trustee and/or Transaction Security Documents and the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the HoldersIntercreditor Agreement.

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or that would have the result of materially impairing any security interest over any of the assets comprising Security Interest with respect to the Collateral for (it being understood, subject to the benefit proviso below, that the Incurrence of Liens on Collateral shall under no circumstances be deemed to materially impair the Holders (including Security Interest with respect to the priority thereofCollateral), and the Parent will Company shall not, and will shall not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or the International Security Agent (as applicable)Agent, for the benefit of the Holders Trustee and the Noteholders and the other beneficiaries described in the Security DocumentsDocuments and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any of the Collateral; provided , except that (1) the Company and the Guarantors its Restricted Subsidiaries may incur Incur Permitted Collateral Liens. Notwithstanding ; (2) the foregoingCollateral may be amended, nothing extended, renewed, restated, supplemented, released or otherwise modified or replaced (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) in accordance with this Section 4.27 will restrict Indenture, the discharge applicable Security Documents or the Intercreditor Agreement or any Additional Intercreditor Agreement, including in connection with a Permitted Reorganization or Change of Flag; and release (3) the applicable Security Document may be amended, extended, renewed, restated, supplemented, released or otherwise modified or replaced (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) from time to time (i) to cure any ambiguity, mistake, omission, defect, manifest error or inconsistency therein, (ii) to comply with, or in accordance with, the terms of the security interest Intercreditor Agreement or any Additional Intercreditor Agreement, (iii) to add Collateral, (iv) to evidence the succession of another Person as an Issuer or Guarantor (or addition of a Co-issuer of the Notes) and the assumption by such successor (or such co-issuer) of the obligations under this Indenture, the Notes, the Intercreditor Agreement and the Security Documents, in each case, including a Permitted Reorganization or in accordance with Article V, (v) to evidence and provide for the acceptance of the appointment of a successor Trustee or Security Agent or (vi) in any manner that does not adversely affect the Noteholders in any material respect; provided, however, that, except with respect to the Collateral any discharge or release in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holders, the Trustee and the Incurrence of Permitted Collateral Agent Liens or any action expressly permitted by this Indenture or the International Security Agent Intercreditor Agreement or any Additional Intercreditor Agreement (as applicableincluding for the avoidance of doubt, clause (3) may from time to time enter into one or more amendments to above), the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does may not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented supplemented, released or otherwise modified or replacedreplaced (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company delivers to the Trustee: , either (i) a solvency opinion, in form satisfactory to the Trustee, opinion from an Independent Financial Advisor confirming the solvency of the Parent relevant Person and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplementrelease, modification or replacement without the need for instructions from the Holders.(followed by an immediate retaking of a Lien of at least

Impairment of Security Interest. (a) Subject to Sections 4.27(b) and (c), the Parent The Company shall not, and shall not permit any Restricted Subsidiary Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might reasonably or would (in the good faith determination of the Company), have the result of materially impairing any security interest over any the value of the assets comprising security interests taken as a whole (including the lien priority with respect thereto) with respect to the Collateral for the benefit of the Holders Collateral Agent, the Third Lien Trustee and the holders of the New Third Lien Secured Notes (including materially impairing the lien priority thereof), of the New Third Lien Secured Notes with respect thereto) (it being understood that any release described under Section 12.05 and the Parent will not, and will incurrence of Permitted Liens shall not permit any Restricted Subsidiary to, grant be deemed to any Person other than the Collateral Agent or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral; provided the Company and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.27 will restrict the discharge and release of so materially impair the security interest interests with respect to the Collateral in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor AgreementCollateral). (b) At the direction of the Company and without the consent of the Holders, the Trustee and but subject to compliance with Section 9.06, the Collateral Agent and the Third Lien Trustee (or the International Security Agent (as applicableits agent or designee) may shall from time to time enter into one or more amendments amendments, extensions, renewals, restatements, supplements or other modifications or replacements to or of the Third Lien Security Documents to: , but subject in all cases to the First Lien/Second Lien/Third Lien Intercreditor Agreements: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; therein that does not adversely affect the interests of the Holders of the New Third Lien Secured Notes in any material respect; (ii) provide for any Permitted Collateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or or (iviii) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders of the New Third Lien Secured Notes in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from an Independent Financial Advisor confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. (d) In the event that the Company complies with the requirements of this Section 4.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.