Common use of Without Consent of Holders of Notes Clause in Contracts

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding the provisions of Section 9.02 hereof, the Issuer, the Guarantors Issuer and the Trustee may amend or supplement this Indenture and Indenture, the Notes or any Guarantee or Notes of the Security Documents without the consent of any Holder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated NotesNotes in a manner that does not materially adversely affect any Holder; (3) to comply with Section 5.01 hereof; (4c) to provide for the assumption of the Issuer’s or any Guarantor’s 's obligations to the HoldersHolders by a successor to the Issuer pursuant to Article 5 hereof; (5d) to make changes in the Security Documents determined by the Issuer to be necessary or appropriate in connection with the execution and delivery by the Issuer of the initial New Credit Facility, provided that no such change shall terminate the Lien on any of the Collateral provided for in the Pledge Agreement, subordinate such Lien to the Lien of any other Person, other than Liens securing Indebtedness and obligations under the New Credit Facility, or otherwise materially and adversely affect such Lien; (e) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture hereunder or thereunder of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10f) to make any amendment comply with requirements of the SEC in order to effect or maintain the provisions qualification of this Indenture relating to under the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofTIA. Upon the request of the Issuer accompanied by a resolution of its board of directors Board Resolution authorizing the execution of any such amended or supplemental indentureIndenture or other such amendment, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture Indenture or other such amendment authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein containedIndenture, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture Indenture or other such amendment that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02 hereof9.02, the IssuerIssuers, Holdings (with respect to the Guarantors Holdings Guarantee or this Indenture), any Note Guarantor (with respect to its Note Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture Indenture, the Notes, the Holdings Guarantee and any Guarantee or Notes the Note Guarantees without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code; (3) to comply with Section 5.01 hereof5.01; (4) to provide for the assumption of the any Issuer’s ’s, Holdings’ or any Note Guarantor’s obligations to the HoldersHolders under this Indenture and the Notes; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer any Issuer, Holdings or any Note Guarantor; (7) to comply with requirements of the SEC in order to effect the qualification of this Indenture under the Trust Indenture Act; (8) to secure the Notes, the Holdings’ Guarantee and the Note Guarantees; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) 10) to provide for the issuance of Additional Notes; (11) to add a Note Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent GuarantorIndenture; (912) to conform the text of this Indenture, the Holdings Guarantee, the Note Guarantees or the Notes to any provision of the “Description of the Notesnotes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Note Guarantee, the Holdings Guarantee or Notes; or; (1013) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; (1114) to add additional assets as Collateral make any change that does not adversely affect the rights of any Holder in any material respect; or (15) to confirm and evidence the release, termination or to release any Collateral from the liens securing the Notes, discharge of a Note Guarantee in each case pursuant to accordance with the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer Issuers accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indentureindenture or any amendment or supplement to the Holdings Guarantee and the Note Guarantees, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.06, the Trustee shall join with the Issuer Issuers, Holdings and the Note Guarantors in the execution of any amended or supplemental indenture or any amendment or supplement to the Holdings Guarantee and the Note Guarantees, in each case, authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture or any amendment or supplement to the Holdings Guarantee and the Note Guarantees, in each case, that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder of Notes, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes or Notes without the consent of any HolderNote Guarantees: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4c) to provide for the assumption of the Issuer’s Issuers’ or any a Guarantor’s obligations to Holders of the HoldersNotes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s properties or assets, as applicable; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder, including to comply with requirements of the SEC or DTC in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S; (6e) to add covenants for the benefit comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or any Guarantorqualification of this Indenture under the TIA; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9f) to conform the text of this Indenture, Guarantees the Notes or the Notes Note Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum Circular; (g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (h) to secure the Notes or the Note Guarantees pursuant to the extent that such provision in such “Description requirements of Section 4.12 hereof; (i) to add any additional Guarantee of the notes” section was intended Notes as provided in this Indenture or otherwise, or to be a verbatim recitation evidence the release of a provision of any Guarantor from its Note Guarantee as provided in this Indenture, Guarantee or Notes; or (10j) to make any amendment to evidence or provide for the provisions acceptance of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities appointment under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D heretosuccessor Trustee.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the HoldersHolders in connection with Section 5.01; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) [reserved]; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) 9) [reserved]; (10) to add a Guarantor or other guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent GuarantorIndenture; (911) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum Circular to the extent that such provision in such “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Guarantees or the Notes; or (1012) to make making any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officers’ Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof9.02, without the consent of any Holder, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture and Indenture, any Guarantee or Notes without the consent of any HolderNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated NotesNotes or to alter the provisions of this Indenture relating to the form of Notes (including the related definitions) in a manner that does not materially adversely affect any Holder; (3) to comply with Section 5.01 hereof5.01; (4) to provide for the assumption of the Issuer’s obligations of the Issuer or any Guarantor’s obligations Guarantor to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect in any material respect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorIssuer; (7) at the Issuer’s election, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if such qualification should become required; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantorthereof; (9) to provide for the issuance of Additional Notes; (10) to add guarantees of the Notes under this Indenture in accordance with the terms of this Indenture; (11) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such the “Description of the notesNotes” section was intended by the Issuer to be a verbatim recitation of a provision of this IndentureIndenture or the Notes, Guarantee or Notessuch intention to be evidenced by an Officers’ Certificate of the Issuer delivered to the Trustee; or (1012) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation including to facilitate the issuance and administration of the Notes; provided, provided that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof9.02, without the consent of any Holder, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may amend or supplement this Indenture and Indenture, any Guarantee or Notes without the consent of any HolderNotes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency, as evidenced in an Officers’ Certificate; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated NotesNotes or to alter the provisions of this Indenture relating to the form of Notes (including the related definitions) in a manner that does not materially adversely affect any Holder; (3) to comply with Section 5.01 hereof5.01; (4) to provide for the assumption of the Issuer’s obligations of the Issuer or any Guarantor’s obligations Guarantor to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorIssuer; (7) at the Issuer’s election, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if such qualification should become required; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantorthereof; (9) to provide for the issuance of Additional Notes; (10) to add guarantees of the Notes under this Indenture in accordance with the terms of this Indenture; (11) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such the “Description of the notesNotes” section was intended by the Issuer to be a verbatim recitation of a provision of this IndentureIndenture or the Notes, Guarantee or Notessuch intention to be evidenced by an Officers’ Certificate of the Issuer delivered to the Trustee; or (1012) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation including to facilitate the issuance and administration of the Notes; provided, provided that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the IssuerThe Company, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes without the consent of any Holder: (1a) to cure evidence the succession of another Person to the Company or any ambiguityGuarantor pursuant to Section 5.01 and the assumption by such successor of the Company’s or such Guarantor’s covenants, omission, mistake, defect or inconsistency; (2) agreements and obligations under this Indenture and with respect to provide for uncertificated Notes of such series in addition to or in place of certificated the Notes; (3b) to comply with Section 5.01 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or any Guarantorthe Guarantors; (7c) to add to the covenants such further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes, and to add any additional Events of Default for the Notes for the benefit of the Holders of the Notes; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for a period of grace after Default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Notes to waive such Default; (d) to cure any ambiguity or correct or supplement any provision contained in this Indenture, in any supplemental indenture, Officers’ Certificate or in the Notes that may be defective or inconsistent with any other provision contained herein or therein; (e) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holder of the Notes; (f) to modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any supplemental indenture under the TIA as then in effect; (g) to add to or change any provisions of this Indenture to such extent as necessary to permit or facilitate the issuance of the Notes in bearer or uncertificated form, provided that any such action shall not adversely affect the interests of any Holder of the Notes in any material respect; (h) to provide security for the Notes; (i) to provide additional guarantees for the Notes; (j) to make any change that does not adversely affect the rights of any Holder of the Notes; or (k) to evidence and provide for the acceptance and of appointment under this Indenture of a separate or successor Trustee hereunder pursuant to the requirements hereof; (8) trustee and to add a Guarantor under this Indenture to or to remove change any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10) to make any amendment to the provisions of this Indenture relating as shall be necessary to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to provide for or facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other by more than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D heretoone trustee.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the IssuerIssuers, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes without the consent of any Holder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3c) to comply with Section 5.01 hereof; (4d) to provide the assumption of the any Issuer’s or any Guarantor’s obligations to the Holders; (5e) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (6f) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Parent, any Issuer or any Subsidiary Guarantor; (7g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (h) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) i) [Reserved]; (j) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantorsecure the Obligations hereunder; (9k) to conform to the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision as described in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notesan Officer’s Certificate; or (10l) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the IssuerIssuers, the Guarantors any Guarantor (with respect to a Guarantee of Notes or this Indenture) and the Trustee may amend amend, supplement or supplement provide a waiver with respect to this Indenture and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide the assumption of the an Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such HolderHolder in any material respect; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the an Issuer or any Guarantor; (7) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or Paying Agent hereunder pursuant to the requirements hereof; (8) 9) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent GuarantorIndenture; (910) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notesnotes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or Notes; or; (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; (1112) to add additional assets as Collateral or secure the Notes and/or the related Guarantees thereof; (13) to release any Collateral Guarantor from the liens securing the Notes, in each case its Guarantee pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and Indenture when permitted or required by this Indenture, the Collateral Documents relating ; (14) to release and discharge any Lien securing the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized when permitted by this Indenture (including pursuant to amend the Collateral Documents relating to the Notes Section 4.12 hereof); and (15) to comply with the provisions hereof and thereofrules of any applicable securities depositary. Upon the request of the Issuer Issuers accompanied by a resolution resolutions of its board each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the IssuerCompany, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Note Guarantees or the Notes without the consent of any HolderHolder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (3c) to comply with Section 5.01 provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such HolderHolder of the Notes; (6e) to add covenants for the benefit comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or any Guarantorqualification of this Indenture under the TIA; (7f) to evidence and provide for the acceptance and appointment under issuance of Additional Notes in accordance with the limitations set forth in this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision as of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notesdate hereof; or (10g) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer Company accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the IssuerIssuers, the Guarantors Trustee and the Trustee Collateral Agent may amend or supplement this Indenture and Indenture, the Intercreditor Agreement, any Guarantee Note Guarantee, any Security Document or the Notes without the consent of any HolderHolder of a Note: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for the assumption by a successor Person of the obligations of the Issuers or any Note Guarantor under the Indenture or the Security Documents; (3) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; Notes (3provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to comply with of the Code, or in a manner such that the uncertificated Notes are described in Section 5.01 hereof163(f)(2)(B) of the Code); (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations add Guarantees with respect to the HoldersNotes or to add additional Collateral to secure the Notes and the Note Guarantees; (5) to add to the covenants of the Issuers or any Note Guarantor for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers or any Note Guarantor; (6) to make any change that would provide any additional rights or benefits to the Holders of any series or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this the Indenture, Guarantees the Notes, any Note Guarantee, the Intercreditor Agreement or any Security Document to the description and terms of such Notes in the offering circular, offering memorandum, prospectus supplement or other offering document applicable to any provision such Notes as the time of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; orinitial sale thereof; (10) 8) to make any amendment to the provisions of this the Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (ia) compliance with this the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; (9) to release Collateral from the Lien under the Security Document when permitted or required by the Security Documents, the Indenture or the Intercreditor Agreement; (10) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof; (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case a Note Guarantor pursuant to the terms of Article 10; or (12) to change or eliminate any of the provisions of this Indenture, the Collateral Documents relating ; provided that any such change or elimination shall not be effective with respect to any outstanding Notes of any series created prior to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating execution of such supplemental indenture that is entitled to the Notes or benefit of such provision. The consent of the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to Holders of the Notes is not necessary to comply with approve the provisions hereof and thereofparticular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Upon the request of the Issuer Issuers accompanied by a resolution of its board their respective boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of the documents described in Counsel pursuant to Section 7.02 hereof9.06, the Trustee and the Collateral Agent shall join with the Issuer Issuers and the any Note Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notesnotes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof9.02, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee or Notes may, without the consent of any Holder, amend or supplement this Indenture, the Subsidiary Guarantees or the Notes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereofprovide for the assumption of the Issuers' obligations to the Holders of the Notes by a successor to the Issuers pursuant to Article 5; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under hereunder of any Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture of any such Holderunder the TIA; (6) to add covenants for the benefit make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Holders or to surrender any right or power conferred upon the Issuer Security Documents or any Guarantorrelease of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees the Subsidiary Guarantees, the Security Documents or the Notes to any provision of the “"Description of the Notes” " section of contained in the Offering Memorandum to the extent that such provision in such “"Description of the notes” Notes" section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Subsidiary Guarantees, the Security Documents or the Notes; or (10) 8) to make allow any amendment Guarantor to execute a supplemental indenture in the form of Exhibit G and/or a Subsidiary Guarantee with respect to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer Company accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall will join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes, the Guarantees or any Guarantee or Notes Security Document at any time after the Issue Date without the consent of any HolderHolder to: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantorthereof; (9) to provide for the issuance of Additional Notes; (10) add a Guarantor under this Indenture; (11) conform the text of this Indenture, Guarantees or the Guarantees, the Notes or any Security Document to any provision of the “Description of the EFH Corp. Notes” section of the Offering Memorandum Prospectus to the extent that such provision in such “Description of the notesEFH Corp. Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Guarantees, the Notes or Notes; orany Security Document; (1012) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; (1113) to add additional assets as Collateral mortgage, pledge, hypothecate or to release grant any Collateral from other Lien in favor of the liens securing Trustee for the benefit of the Holders of the Notes, as security for the payment and performance of all or any portion of the Obligations, in each case any property or assets; (14) amend this Indenture substantially in the manner set forth in the Permitted Transfer Supplemental Indenture to be entered into in connection with the consummation of a Permitted Asset Transfer pursuant to Section 4.16 hereof or in the terms TCEH Transfer Supplemental Indenture to be entered into in connection with the consummation of this Indenture, a TCEH Transfer pursuant to Section 4.17 hereof; or (15) provide for the Collateral Documents relating accession or succession of any parties to the Notes Security Documents (and the Intercreditor Agreementother amendments that are administrative or ministerial in nature) in connection with an amendment, as and when permitted renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or required other modification from time to time of any agreement or action that is not prohibited by this Indenture, the Collateral Documents relating including to add any additional secured parties to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofextent not prohibited by this Indenture. Upon the request of the Issuer accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 13.04 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D B hereto, and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors any Subsidiary Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide the assumption of the Issuer’s or any Subsidiary Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Subsidiary Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) [reserved]; (9) to add a Subsidiary Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantorsecure the Obligations hereunder; (910) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision as described in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notesan Officer’s Certificate; or (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes or Notes without the consent Note Guarantees or, subject to the terms of any Holderthe Intercreditor Agreement, the Collateral Documents to: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3c) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s Issuers’ or any Guarantor’s obligations to the HoldersHolders of the Notes and Note Guarantees by a successor to the Issuers or such Guarantor, as the case may be, in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s assets pursuant to Article 5 or Article 11 hereof; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (6e) to add covenants for the benefit comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or any Guarantorqualification of this Indenture under the TIA; (7f) to evidence and provide for the acceptance and appointment under issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of a successor Trustee hereunder pursuant to the requirements hereofdate of this Indenture; (8) g) allow any Guarantor to add execute a Guarantor under this Indenture or to remove any Parent Guarantor that is not supplemental indenture and/or a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum Note Guarantee with respect to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10h) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration enter into additional or supplemental Collateral Documents or Guarantees or an intercreditor agreement with respect thereto. Upon request of the NotesIssuers, the Trustee will enter into amendments, restatements and modifications of the Collateral Documents from time to time in connection with the grant of any Permitted Liens; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation any such amended, restated or modified Collateral Documents shall contain terms no less favorable to the Trustee or the Holders of the Securities Act Notes than the terms contained in the Collateral Documents being amended, restated or modified (except as expressly provided for in this Indenture); provided, further, that any applicable securities law and (ii) such amendment amendment, restatement or modification does not materially and otherwise adversely affect the rights or remedies of the Trustee or the Holders to transfer Notes. of the Notes in any material respect (11) to add additional assets except as Collateral or to release any Collateral from the liens securing the Notes, expressly provided for in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof). Upon the request of the Issuer Issuers accompanied by a resolution of its board their respective Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture Indenture, the Intercreditor Agreement, the Security Documents and any Guarantee or the Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the HoldersHolders by any Successor Company or Successor Person, as applicable; (5) to make any change that would provide any additional rights or benefits to the Holders (including to expand the Collateral) or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) [reserved]; (9) to add a Subsidiary Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantorsecure the Obligations hereunder; (910) to conform the text of this Indenture, the Intercreditor Agreement, the Security Documents, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision as described in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; oran Officer’s Certificate; (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; (1112) to add additional assets release or subordinate Collateral as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Security Documents relating to the Notes or the Intercreditor Agreement. In addition, ; (13) to provide for the Collateral Agent issuance of Additional Notes and related guarantees in accordance with the Trustee are authorized limitations set forth in this Indenture; or (14) to amend the Collateral Documents relating add additional secured creditors holding First Priority Lien Obligation or Second Priority Lien Obligations to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or extent permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the IssuerCompany, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes or the Guarantees or the Security Documents without the consent of any HolderHolder of Note: (1) to cure any ambiguity, defect, inconsistency or omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 provide for the assumption of the Company's, a Co-Issuer's or a Guarantor's obligations to the Holders of the Notes and Guarantees by a successor to the Company, such Co-Issuer's or such Guarantor pursuant to Article 5 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (65) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or any a Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (96) to conform the text of this Indenture, Guarantees or the Guarantees, the Notes or any Security Document to any provision of the “Description of the Notes” section of the Offering Memorandum Circular, to the extent that such provision in such that “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees, the Notes or such Security Document as set forth in an Officer's Certificate; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (8) to allow any Guarantor or other obligor to execute a supplemental indenture and/or a Guarantee or with respect to the Notes; or; (9) to add additional assets as Collateral; (10) to release a Guarantor or Co-Issuer as provided in this Indenture; (11) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; (12) to make any amendment to the provisions of this the Indenture relating to the transfer and legending of Notes as permitted by this Indentureprovided, including, without limitation to facilitate the issuance and administration of the Notes; providedhowever, that (ia) compliance with this the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; (1113) to add additional assets as Collateral or to release any Collateral from evidence and provide the liens securing acceptance of the Notes, in each case pursuant to the terms appointment of a successor Trustee under this Indenture, ; or (14) to comply with the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreementrules of any applicable securities depositary. In addition, the Collateral Agent Trustee and the Trustee are will be authorized to amend the Security Documents as provided under Section 7.1 of the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofTrust Agreement. Upon the request of the Issuer Company accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) 9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (10) to add a Guarantor or release any Guarantor from its Guarantee if such release is in accordance with the terms under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent GuarantorIndenture; (911) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes, as provided in an Officer’s Certificate; (12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; or (1013) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. ; Upon the written request of the Issuer accompanied by a resolution of its the Issuer’s board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section Sections 7.02 hereofand 9.06, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder of Notes, the IssuerIssuers, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture and any Guarantee Indenture, the Notes or Notes without the consent of any HolderNote Guarantees: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereofprovide for the assumption of the Issuers’ or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s assets, as applicable; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (95) to conform the text of this Indenture, Guarantees the Note Guarantees, the Intercreditor Agreement or other Security Documents or the Notes to any provision of the section entitled “Description of the Notes” section of in the Offering Memorandum Circular to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Note Guarantees, the Intercreditor Agreement or other Security Documents or the Notes; or; (106) to make provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (7) to allow any amendment Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the provisions of this Indenture relating to the transfer Notes and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral Guarantor from the liens securing the Notes, its Note Guarantee in each case pursuant to accordance with the terms of this Indenture; (8) to make, the complete or confirm any grant of Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Intercreditor Agreement or any of the Security Documents or any release of Collateral Documents relating to that becomes effective as set forth in this Indenture, the Notes Intercreditor Agreement or any of the Security Documents, as applicable; (9) if necessary, in connection with any addition or release of Collateral permitted under the terms of this Indenture or the Intercreditor Agreement. In addition, Security Documents; (10) to evidence or provide for the acceptance of appointment under this Indenture of a successor trustee or the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes Agent; (11) to comply with the provisions hereof rules of any applicable securities depositary; (12) to provide for the succession of any parties to the Security Documents (and thereof. other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplement or other modification from time to time of the Credit Agreement or any other agreement that is not prohibited by this Indenture; and (13) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act. (b) Upon the request of the Issuer Issuers accompanied by a resolution of its board the Board of directors Directors of Holdings authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 and Section 9.05 hereof, the Trustee shall and the Collateral Agent will join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding . (c) In addition to the foregoing, neither an Opinion Holders, by the acceptance of Counsel nor an Officer’s Certificate any Notes, shall be required deemed to agree that the Security Documents may be amended without the consent of any Holder in connection with circumstances set forth in the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D heretoIntercreditor Agreement.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 hereof, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes or any Guarantee or Notes Guarantee, without the consent of any HolderHolder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3c) to comply with Section 5.01 provide for the assumption of the Issuers’ obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article V hereof; (4d) to provide for additional Guarantors as set forth in Section 4.15 hereof or for the release or assumption of the Issuer’s or any Guarantor’s obligations to the Holdersa Guarantee in compliance with this Indenture; (5e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such HolderHolder of the Note; (6f) to add covenants for comply with the benefit provisions of the Holders Depositary, Euroclear or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees Clearstream or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10) to make any amendment Trustee with respect to the provisions of this Indenture or the Notes relating to the transfer transfers and legending exchanges of Notes as permitted by this Indenture, including, without limitation or beneficial interests therein; or (g) to facilitate provide for the issuance and administration of Additional Notes in accordance with the Notes; provided, that (i) compliance with limitations set forth in this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofdate hereof. Upon the request of the Issuer Issuers accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee shall join with the Issuer and the Guarantors Issuers in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the rightmay, but shall not be obligated to, enter into such amended or supplemental indenture Indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding the first paragraph of Section 9.02 hereof9.02, the Issuer, the Guarantors any Subsidiary Guarantor (with respect to a Guarantee or this Indenture) and the Trustee and, if applicable, the Collateral Agent, may amend or supplement this Indenture Indenture, the Security Documents, the Junior Lien Intercreditor Agreement, the Alabama Intercreditor Agreement and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (3) to comply with Section 5.01 hereof5.01; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (65) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Subsidiary Guarantor; (6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder or a successor Collateral Agent thereunder pursuant to the requirements hereofthereof; (8) to add a Guarantor under this Indenture provide for the issuance of Exchange Notes or private exchange notes that are identical to remove any Parent Guarantor Exchange Notes except that is they are not a Restricted Parent Guarantorfreely transferable; (9) to add a Subsidiary Guarantor under this Indenture; (10) to conform the text of this Indenture, the Security Documents, the Junior Lien Intercreditor Agreement, the Alabama Intercreditor Agreement, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum Circular to the extent that such provision in such “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Security Documents, the Junior Lien Intercreditor Agreement, the Alabama Intercreditor Agreement, the Guarantees or the Notes; or; (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; (1112) to add additional assets as Collateral or Collateral; (13) to release any Collateral from the liens Lien securing the NotesNotes or any Subsidiary Guarantor from its Guarantee, in each case pursuant to the terms of this Indenture, the Collateral Security Documents relating to the Notes and the Junior Lien Intercreditor Agreement, as and Agreement when permitted or required by this Indenture, the Collateral Security Documents relating to and the Notes or the Junior Lien Intercreditor Agreement. In addition; (14) in the case of any deposit account control agreement, securities account control agreement, bailee agreement or other similar agreement pertaining to “control” over the Collateral, in each case (a) providing for control and perfection of Collateral and (b) to which both the Collateral Agent and the representative of any Junior Lien Indebtedness are a party, at the request and sole expense of the Issuer, and without the consent of the Collateral Agent, to amend any such agreement to substitute a successor representative for such representative; (15) in connection with the incurrence of any First Lien Obligations or Junior Lien Indebtedness, at the request and sole expense of the Issuer, and without consent of the Trustee are authorized or the Collateral Agent, to amend the Collateral Documents relating Junior Lien Intercreditor Agreement or the Alabama Intercreditor Agreement to add parties (or any authorized agent or trustee therefor) providing any such First Lien Obligations or Junior Lien Indebtedness, as applicable; (16) in connection with any replacement or refinancing of the Notes Alabama Revolving Credit Agreement with a lender other than Republic Bank, to amend the Alabama Intercreditor Agreement to add such lender as a party thereto; or (17) to comply with any requirement of the provisions hereof and thereofSEC in connection with the qualification of this Indenture under the TIA. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee and/or the Collateral Agent shall join with the Issuer and the Subsidiary Guarantors in the execution of any amended or supplemental indenture or security documents, intercreditor agreement or amendments thereto, in each case, authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and/or the Collateral Agent shall have the right, but not be obligated to, to enter into such amended or supplemental indenture or security documents, intercreditor agreement or any amendment thereto that affects its their own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither The delivery of an Opinion of Counsel nor and an Officer’s Officers’ Certificate shall may be required required, upon request by the Trustee, in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D heretoD. To the extent that the Issuer and the Restricted Subsidiaries are permitted to incur Indebtedness and Liens in relation to any additional First Lien Obligations, the Issuer may designate such additional First Lien Obligations as “Additional Obligations” (and may, in the case of any Revolving Credit Facility Obligations, designate such Revolving Credit Facility Obligations as “Designated Priority Obligations”) under the Collateral Agreement (or any other Security Document) by providing notice to such effect and an Officers’ Certificate certifying that such additional First Lien Obligations (and the Liens associated therewith), as applicable, have been incurred in compliance with this Indenture, in each case, to the Collateral Agent. Upon receipt of such notice and Officers’ Certificate, the representative of the holders of any such additional First Lien Obligations shall deliver to the Collateral Agent a joinder to the Collateral Agreement thereby acknowledging that such holders are bound by the terms thereof.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofWithout the consent of any Holder of Notes, the IssuerIssuers, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture and any Guarantee Indenture, the Security Documents, the Notes or Notes without the consent of any HolderNote Guarantees: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3c) to comply with Section 5.01 hereofprovide for the assumption by a Successor Company, a Co-Issuer or a successor company of a Guarantor, as applicable, of such Issuer’s or such Guarantor’s obligations under this Indenture; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such HolderHolder in any material respect; (6e) to secure the Notes; (f) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantora Note Guarantee; (7g) to conform the text of this Indenture or the Notes (including the related Note Guarantees) to any provision of the “Description of Notes” included in the Offering Memorandum; (h) to provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (i) to release a Guarantor from its Note Guarantee; provided that such release is in accordance with the applicable provisions of this Indenture; (j) to evidence and provide for the acceptance and of appointment under this Indenture of by a successor Trustee hereunder pursuant to trustee or a successor collateral agent under the requirements hereofSecurity Documents; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9k) to conform release any Lien granted in favor of the text Holders of this Indenture, Guarantees or the Notes pursuant to any provision Section 4.06 upon release of the “Description of Lien securing the Notes” section of the Offering Memorandum underlying obligation that gave rise to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or NotesLien; or (10l) to make provide for the accession of any amendment parties to the provisions Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of this Indenture relating to the transfer and legending of Notes as additional First-Priority Obligations permitted by this Indenture, includingprovided that the Issuers have delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate, without limitation to facilitate the issuance and administration of the Notes; provided, each stating that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect or supplement complies with the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms provisions of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor AgreementSection 9.01. In addition, without the consent of holders of at least 66 2/3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may modify any Security Document or the provisions in this Indenture dealing with the Collateral Agent and or the Trustee are authorized to amend Security Documents that would have the impact of releasing all or substantially all of the Collateral Documents relating to from the Notes to comply with the provisions hereof and thereof. Upon the request Liens of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or Security Documents (except as permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have Security Documents) or change or alter the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisepriority of the security interests in the Collateral. Notwithstanding the foregoing, neither an Opinion if the euro is unavailable to the Issuers due to the imposition of Counsel nor an Officer’s Certificate shall be required in connection with exchange controls or other circumstances beyond the addition Issuers’ control (including the dissolution of a Guarantor under this Indenture (other than the euro) or if the euro is no longer being used by the then-member states of the EMU that have adopted the euro as required their currency or for the settlement of transactions by Section 4.15 hereof) upon execution and delivery by such Guarantor public institutions of or within the international banking community, the Issuers and the Trustee and the Paying Agent shall be permitted, without the consent of any other Person, to amend the terms of this Indenture and the Notes to change the currency in which the obligations of the Issuers hereunder are payable in a supplemental indenture to this Indenture, the form of which is attached as Exhibit D heretomanner consistent with then-prevailing market practice for similarly situated issuers.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder of Notes, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any HolderNotes: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3c) to comply with Section 5.01 provide for the assumption of an Issuer’s obligations to Holders of Notes pursuant to Article 5 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder, provided that any change to conform this Indenture to the Offering Memorandum shall not be deemed to adversely affect such legal rights; (6e) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (g) to add covenants for the benefit of the Holders any additional Guarantor or to surrender evidence the release of any right or power conferred upon the Issuer or any GuarantorGuarantor from its Subsidiary Guarantee, in each case as provided in this Indenture; (7h) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (i) to evidence and or provide for the acceptance and of appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or NotesTrustee; or (10j) to make any amendment to the provisions of this Indenture relating to the transfer and legending of the Notes as permitted by this Indenture, including, without limitation limitation, to facilitate the issuance and administration of the Notes, Exchange Notes or, if incurred in compliance with this Indenture, Additional Notes; provided, that however, that (i1) compliance with this Indenture as so amended would not result in the Notes being transferred in violation of the Securities Act or any applicable securities law and law; and (ii2) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the IssuerCompany, the Guarantors Guarantors, the Collateral Agent and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes or the Note Guarantees without the consent of any HolderHolder of Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4c) to provide for the assumption of the IssuerCompany’s or any a Guarantor’s obligations to the HoldersHolders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article V hereof; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (6e) to add covenants for the benefit comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or any Guarantorqualification of this Indenture under the TIA; (7f) to evidence and provide for the acceptance and appointment under this Indenture of allow any Guarantor to execute a successor Trustee hereunder pursuant supplemental indenture and/or a Note Guarantee with respect to the requirements hereofNotes; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9g) to conform the text of this Indenture, Guarantees or the Notes Indenture to any provision of the “Description of the Step-Up Senior Notes” section of exhibit to the Offering Memorandum Disclosure Statement, to the extent that such provision in such that “Description of the notesStep-Up Senior Notes” section was intended to be a verbatim recitation of a provision of this IndentureIndenture or the Notes, Guarantee or Notes; oras evidenced by an Officers’ Certificate; (10h) to make any amendment to provide for the provisions issuance of Additional Notes in accordance with the limitations set forth in this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that Issue Date; (i) compliance with provide for the issuance of Additional Notes under this Indenture as to the extent otherwise so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to permitted under the terms of this Indenture, ; or (j) evidence and provide for the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required acceptance of appointment by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofa successor Trustee. Upon the written request of the Issuer Company accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Collateral Agent and the Trustee of the documents described in Section 7.02 and Section 9.05 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee nor the Collateral Agent shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the Issuer, the Guarantors Company and the Trustee may amend or supplement this Indenture and or the Notes of any Guarantee or Notes series without the consent of any HolderHolder of a Note of such series to: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) add guarantees with respect to provide for uncertificated Notes of such series in addition to or in place of certificated the Notes; (3) to comply with Section 5.01 hereofsecure any series of debt securities; (4) add to provide the assumption covenants of the Issuer’s Company for the benefit of some or all of the holders or surrender any Guarantor’s obligations to right or power conferred upon the HoldersCompany; (5) to add additional Events of Default; (6) make any change that would provide any additional rights or benefits to the Holders of any series or that does not adversely affect in any material respect the legal rights under this Indenture of any such Holder; (67) change or eliminate any of the provisions or other parts of this Indenture; provided that any such change or elimination shall become effective only when there is no outstanding Notes of any series created prior to add covenants for the execution of such supplemental indenture that is entitled to the benefit of the Holders or such provision and as to surrender any right or power conferred upon the Issuer or any Guarantorwhich such supplemental indenture would apply; (78) comply with any requirement of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act of 1939, as amended; (9) conform this Indenture, as amended and supplemented, or the Notes, as amended or supplemented, to the description and terms of such Notes in the offering memorandum, prospectus supplement or other offering document applicable to such Notes at the time of the initial sale thereof; (10) supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Notes so long as any such action shall not adversely affect the interests of any holder of such series of Notes or any other series of debt securities issued thereunder; (11) permit the authentication and delivery of additional series of Notes; (12) provide for uncertificated Notes in addition to or in place of certificated Notes; (13) establish the form or terms of other debt securities issued under this Indenture and coupons of any series of such other debt securities pursuant to this Indenture and to change the procedures for transferring and exchanging such other debt securities so long as such change does not adversely affect the holders of any outstanding debt securities, including the Notes (except as required by applicable securities laws); (14) evidence and provide for the acceptance and of appointment under this Indenture of hereunder by a successor Trustee with respect to one or more series of Notes and to add to or change any of the provisions of this Indenture as shall be necessary for or to facilitate the administration of the trusts hereunder pursuant to the requirements hereofby more than one Trustee; (8) 15) comply with Article V pursuant to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent GuarantorIndenture; (916) to conform in the text case of this Indenturesubordinated debt securities, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10) to make any amendment change to the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the transfer and legending benefits available to any holder of Notes as permitted by this Indenture, including, without limitation Senior Indebtedness under such provisions (but only if each such holder of Senior Indebtedness under such provisions consents to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.change); (1117) to add additional assets as Collateral or to evidence the release of any Collateral from the liens securing the Notes, in each case guarantor pursuant to the terms of this Indenture, ; (18) provide for the Collateral Documents relating to the form of Note for any series of Notes; or (19) provide for Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofwithout a Private Placement Legend. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee an Officer’s Certificate and an Opinion of the documents described in Counsel pursuant to Section 7.02 hereof9.06, the Trustee shall join with the Issuer and the Guarantors Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 7.02 hereof, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and any Guarantee the Note Guarantees without notice to or Notes without the consent of any HolderHolder of Notes or Note Guarantees to: (1) to cure any ambiguity, omissiondefect, mistakeomission or inconsistency in this Indenture in a manner that does not, defect individually or inconsistencyin the aggregate with all other changes, adversely affect the rights of any Holder in any material respect; (2) to evidence the assumption of the Issuer’s or a Guarantor’s obligations under this Indenture, the Notes and Note Guarantees by a successor upon a consolidation or merger by the Issuer or a Guarantor, as applicable, or the sale, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s or a Guarantor’s property or assets, as applicable, and the corresponding release of the Issuer’s or such Guarantor’s obligations in accordance with this Indenture; (3) evidence and provide for the acceptance of appointment by a successor trustee; (4) provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the HoldersNotes if required by applicable law; (5) provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Initial Issuance Date; (6) release Guarantors from the Guarantees in accordance with the terms of this Indenture; (7) make adjustments in accordance with this Indenture to the provisions thereof governing the right to convert the Notes upon certain recapitalizations, reclassifications or changes in the Common Stock and certain consolidations, amalgamations, statutory arrangements, mergers and binding share exchanges and upon the sale, transfer, lease, conveyance or other disposition of all or substantially all of the Issuer’s and its Subsidiaries’ property or assets, in each case, as contemplated by Section 4.07 hereof; (8) secure the Issuer’s obligations in respect of the Notes; (9) add Note Guarantees of obligations under the Notes; (10) make any change that would provide any additional rights or benefits to the Holders and that does not adversely affect any such Holder; (11) make provision with respect to adjustments to the Conversion Rate as required by this Indenture or to increase the Conversion Rate in accordance with this Indenture; (12) conform this Indenture, the Notes or the Note Guarantees to the description of the Notes contained in the Prospectus Supplement, as supplemented by the Pricing Term Sheet; (13) make any change that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (1014) to make comply with any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration requirement of the Notes; provided, that (i) compliance Commission in connection with this Indenture as so amended would not result in Notes being transferred in violation the qualification of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect Indenture under the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofTIA. Upon the request of the Issuer accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof6.02 of the Base Indenture, the Trustee shall will join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the IssuerIssuers, any Guarantor (with respect to a Guarantee or this Indenture), the Guarantors Agents and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; provided such cure does not adversely affect any Holder; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3c) to comply with Section 5.01 hereof; (4d) to provide for the assumption of the Issuer’s Issuers’ or any Guarantor’s obligations to the Holders; (5e) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6f) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the any Issuer or any Guarantor; (7g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (h) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) i) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent GuarantorIndenture; (9j) to mortgage, pledge, hypothecate or grant any Lien for the benefit of the Holders of the Notes, as security for the payment and performance of all or any portion of the Obligations under the Notes, in any property or assets; (k) to release a Guarantor from its Guarantee when permitted or required by this Indenture; (l) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Guarantees or Notesthe Notes as evidenced and provided in an Officer’s Certificate; or (10m) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer Issuers accompanied by a resolution of its board their respective boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 13.04 hereof, the Trustee and the Agents shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee nor any Agent shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an or Officer’s Certificate shall be required in connection with the addition of a New Guarantor under this Indenture (other than as required by pursuant to Section 4.15 hereof) 4.20 upon execution and the delivery by such Guarantor and to the Trustee and Registrar of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder of Notes, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any HolderNotes: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3c) to comply with Section 5.01 provide for the assumption of an Issuer’s obligations to Holders of Notes pursuant to Article 5 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder, provided that any change to conform this Indenture to the Offering Memorandum shall not be deemed to adversely affect such legal rights; (6e) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (g) to add covenants for the benefit of the Holders any additional Guarantor or to surrender evidence the release of any right or power conferred upon the Issuer or any GuarantorGuarantor from its Subsidiary Guarantee, in each case as provided in this Indenture; (7h) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (i) to evidence and or provide for the acceptance and of appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofTrustee. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof9.02, the IssuerCompany, the Guarantors and (if any), the Trustee and, as applicable, the Collateral Agent may amend or supplement this Indenture Indenture, the Notes, the Note Guarantees or, subject to the Intercreditor Agreement, the Collateral Documents, and the Trustee and any Guarantee other party to the Intercreditor Agreement may amend or Notes supplement the Intercreditor Agreement without the consent of any HolderHolder of Notes: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereofevidence the succession of another Person to the Company or any Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor in this Indenture, the Notes, the Note Guarantees or the Collateral Documents; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (5) to comply with requirements of law or the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to add covenants for conform the benefit text of an Indenture Document to any provision of the Holders or “Description of Notes” section of the Offering Memorandum to surrender any right or power conferred upon the Issuer or any Guarantorextent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provisions in the “Description of Notes”; (7) to evidence and provide for the acceptance and of the appointment under this Indenture or the Collateral Documents of a successor Trustee hereunder pursuant to the requirements hereofor Collateral Agent; (8) to make any change to the Intercreditor Agreement to add parties thereto and otherwise implement the arrangements contemplated by the Offering Memorandum to be governed thereby in a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantormanner consistent with the description thereof in the Offering Memorandum; (9) to conform make any other provisions with respect to matters or questions arising under the text of Indenture Documents, provided that such actions pursuant to this Indenture, Guarantees or clause shall not adversely affect the Notes to any provision interests of the “Description of Holders in any material respect, as determined in good faith by the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; orCompany; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act enter into additional or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.supplemental Collateral Documents; (11) to add additional assets as release Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized ; or (12) to amend the Collateral Documents relating allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes to comply with the provisions hereof and thereofNotes. Upon the request of the Issuer Company accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended amendment or supplemental indenturesupplement, and upon receipt by the Trustee and the Collateral Agent, as applicable, of the documents described in Section Sections 7.02 hereofand 9.06, the Trustee shall and the Collateral Agent, as applicable, will join with the Issuer Company and the Guarantors (if any) in the execution of any amended such amendment or supplemental indenture authorized supplement unless such amendment or permitted by supplement affects the terms of this Indenture and to make any further appropriate agreements and stipulations that Trustee’s or the Collateral Agent’s, as the case may be therein containedbe, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding , in which case each of the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor Trustee and the Trustee of a supplemental indenture to this IndentureCollateral Agent, the form of which is attached as Exhibit D heretoapplicable, may in its discretion, but will not be obligated to, enter into such amendment or supplement.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or 2017 A Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated 2017 A Notes of such series in addition to or in place of certificated 2017 A Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the HoldersHolders in a transaction that complies with this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) 9) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent GuarantorIndenture; (910) to conform the text of this Indenture, Indenture or the Guarantees or the 2017 A Notes to any provision of the “Description of the Series A Notes” section of the Offering Memorandum Circular to the extent that such provision in such “Description of the notesSeries A Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the 2017 A Notes; (11) to provide for the issuance of 2017 A Exchange Notes or private exchange notes, which are identical to 2017 A Exchange Notes except that they are not freely transferable; or (1012) to make any amendment to the provisions of this Indenture relating to the transfer and legending of 2017 A Notes as permitted by this Indenture, including, without limitation including to facilitate the issuance and administration of the 2017 A Notes; provided, however, that (ia) compliance with this Indenture as so amended would not result in 2017 A Notes being transferred in violation of the Securities Act or any applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer 2017 A Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer Company accompanied by a resolution of its board the Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the IssuerCompany, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes or Notes the Subsidiary Guarantees without the consent of any HolderHolder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (3c) to comply with Section 5.01 provide for the assumption of the Company's or any Guarantor's obligations to the Holders of the Notes by a successor to the Company or a Guarantor pursuant to Article 5 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such HolderHolder of the Note; (6e) to add covenants for the benefit comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or any Guarantorqualification of this Indenture under the TIA; (7f) to evidence and provide for the acceptance and appointment under issuance of Additional Notes in accordance with the provisions set forth in this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision as of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notesdate hereof; or (10g) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer Company accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder of Notes, the IssuerIssuers, the Guarantors Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture and any Guarantee or Notes without of the consent of any HolderNote Documents: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any a Guarantor’s obligations to the HoldersHolders of the Notes and Note Guarantees by a successor to such Issuer or such Guarantor pursuant to Article 5 or Article 10 hereof; (54) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (65) to add covenants for enter into additional or supplemental Security Documents or Guarantees or a collateral trust agreement with respect thereto, including the benefit amendment of any Security Documents to reflect or permit the Holders incurrence of additional Parity Lien Debt or to surrender any right or power conferred upon the Issuer or any GuarantorPriority Lien Debt that is otherwise permitted hereunder; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (96) to conform the text of this Indenture, the Notes, the Note Guarantees or the Notes Security Documents to any provision of the “Description of the Notes” section of the Offering Memorandum Memorandum, to the extent that such provision in such that “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Security Documents, which intent may be evidenced by an Officer’s Certificate to that effect; (7) to release Collateral or the Note Guarantee or of a Guarantor in accordance with the terms of this Indenture and the Security Documents; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or; (9) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (10) to make make, complete or confirm any amendment to the provisions grant of Collateral permitted or required by this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration or any of the Notes; providedSecurity Documents or any release, termination, discharge of the Collateral that (i) compliance with becomes effective as set forth in this Indenture as so amended would not result in Notes being transferred in violation or any of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.Security Documents; or (11) to add additional assets amend the Security Documents as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, required by the Collateral Documents relating to the Notes and the Intercreditor Trust Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the an Issuer accompanied by a resolution of its board either Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder of Notes, the IssuerCompany, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and any Guarantee or Notes without the consent of any HolderNote Guarantees: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4c) to provide for the assumption of the IssuerCompany’s or any a Guarantor’s obligations to Holders of the HoldersNotes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s properties or assets, as applicable; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such HolderHolder of Notes, including to comply with requirements of the SEC or DTC in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S; (6e) to add covenants for the benefit comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or any Guarantorqualification of this Indenture under the TIA; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9f) to conform the text of this Indenture, Guarantees the Notes or the Notes Note Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum Memorandum; (g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (h) to secure the Notes or the Note Guarantees pursuant to the extent that such provision in such “Description requirements of Section 4.12 hereof; (i) to add any additional Guarantee of the notes” section was intended Notes as provided in this Indenture or otherwise, or to be a verbatim recitation evidence the release of any Guarantor from its Note Guarantee as provided in this Indenture; (j) to evidence or provide for the acceptance of appointment under this Indenture of a provision of this Indenture, Guarantee or Notes; orsuccessor Txxxxxx; (10k) to make any amendment to amend the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation including to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.or (11l) to add or modify covenants of the Company and its Restricted Subsidiaries for the benefit of Holders, to add additional assets as Collateral Defaults or Events of Default, to release any Collateral from the liens securing the Notes, in each case pursuant make changes that would provide additional rights to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities Holders under this Indenture or otherwise. Notwithstanding to surrender any right or power conferred upon the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D heretoCompany or any Restricted Subsidiary.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the IssuerCompany, the Parent Guarantor, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Indenture and any Guarantee or Notes Guarantees without the consent of any HolderHolder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder; (3) to comply with Section 5.01 hereof; (4c) to provide for the assumption of the IssuerCompany’s or any a Guarantor’s obligations to the HoldersHolders of the Notes and Indenture Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such HolderHolder of the Note; (6e) to add covenants for the benefit comply with requirements of the Holders SEC or in order to surrender any right effect or power conferred upon maintain the Issuer or any Guarantorqualification of this Indenture under the TIA; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9f) to conform the text of this Indenture, the Indenture Guarantees or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum dated April 21, 2006, relating to the initial offering of the Notes, to the extent that such provision in such that “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Indenture Guarantees or the Notes; (g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (10h) to make allow any amendment Guarantor to execute a supplemental indenture and/or an Indenture Guarantee with respect to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer Company, the Parent Guarantor and the Subsidiary Guarantors accompanied by a resolution of its board each of directors their Boards of Directors authorizing the execution of any such amended or supplemental indenture, Indenture or Indenture Guarantee and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company, the Parent Guarantor and the Subsidiary Guarantors in the execution of any amended or supplemental indenture Indenture or Indenture Guarantee authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture Indenture or Indenture Guarantee that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or 2017 B Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated 2017 B Notes of such series in addition to or in place of certificated 2017 B Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the HoldersHolders in a transaction that complies with this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) 9) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent GuarantorIndenture; (910) to conform the text of this Indenture, Indenture or the Guarantees or the 2017 B Notes to any provision of the “Description of the Series B Notes” section of the Offering Memorandum Circular to the extent that such provision in such “Description of the notesSeries B Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the 2017 B Notes; (11) to provide for the issuance of 2017 B Exchange Notes or private exchange notes, which are identical to 2017 B Exchange Notes except that they are not freely transferable; or (1012) to make any amendment to the provisions of this Indenture relating to the transfer and legending of 2017 B Notes as permitted by this Indenture, including, without limitation including to facilitate the issuance and administration of the 2017 B Notes; provided, however, that (ia) compliance with this Indenture as so amended would not result in 2017 B Notes being transferred in violation of the Securities Act or any applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer 2017 B Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer Company accompanied by a resolution of its board the Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Series B Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Series B Notes of such series in addition to or in place of certificated Series B Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the HoldersHolders in a transaction that complies with this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) 9) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantorsecure the Series B Notes; (910) to conform the text of this Indenture, Indenture or the Guarantees or the Series B Notes to any provision of the “Description of the Series B Notes” section of the Offering Memorandum Circular to the extent that such provision in such “Description of the notesSeries B Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Series B Notes; (11) to provide for the issuance of Additional Series B Notes or Series B Exchange Notes or private exchange notes, which are identical to Series B Exchange Notes except that they are not freely transferable; or (1012) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Series B Notes as permitted by this Indenture, including, without limitation including to facilitate the issuance and administration of the Series B Notes; provided, however, that (ia) compliance with this Indenture as so amended would not result in Series B Notes being transferred in violation of the Securities Act or any applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer Series B Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer Company accompanied by a resolution of its board the Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the IssuerIssuers, the Guarantors any Guarantor (with respect to a Note Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Note Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguitymistakes, omissionambiguities, mistake, defect defects or inconsistencyinconsistencies; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated NotesNotes or to alter the provisions of this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder; (3) provide for the assumption of the Issuers’ or a Guarantor’s obligations to the Holders of the Notes; (4) comply with Section 5.01 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (6) Holder of the Notes or to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Issuers or any Guarantor; (6) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) provide for the issuance of Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; (8) allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or to effect the release of any Guarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (9) secure the Notes; (10) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (911) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum applicable prospectus or prospectus supplement to the extent that such provision in such “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Note Guarantees or the Notes; or (1012) to make modify the restrictions on the transferability of any amendment Notes, and the procedures for resales and other transfers of the Notes to reflect any change in applicable law or regulation (or the provisions of this Indenture interpretation thereof) or to provide alternative procedures in compliance with applicable law and practices relating to the resale or other transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable restricted securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofgenerally. Upon the request of the Issuer Issuers accompanied by a resolution of its board their Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Officers’ Certificate of either of the Issuers shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D B hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, without the Issuerconsent of any Holder of Notes, the Issuers, the Guarantors and the Trustee and Collateral Agent (if applicable) may amend or supplement this Indenture and any Guarantee or Indenture, the Notes without the consent of any Holder:series and the related Note Guarantees, the Intercreditor Agreements or the Security Documents (subject to compliance with the Intercreditor Agreements): (1) to cure any ambiguity, omissiondefect, mistake, defect mistake or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereofprovide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of Notes of such series and Note Guarantees and under the Security Documents in the case of a merger, amalgamation or consolidation or sale of all or substantially all of such Issuer’s or Guarantor’s properties or assets, as applicable; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders of Notes of such series or that does not adversely affect the legal rights under this Indenture of any such HolderHolder of such series; (5) at the Issuers’ election, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA, if such qualification is required; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees the Note Guarantees, the Notes of any series, the Security Documents or the Notes Intercreditor Agreements (as evidenced by an Officers’ Certificate) to any provision of the “Description of the Notesnotes” section of the Offering Memorandum to the extent that such provision in such that “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes of such series, the Security Documents, the Intercreditor Agreements or the Note Guarantees; (7) to provide for the issuance of Additional Notes of any series in accordance with the limitations set forth in this Indenture as of the Issue Date; (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; (9) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee or Notes; orand the termination of such Note Guarantee, all in accordance with the provisions of this Indenture governing such release and termination; (10) to make any amendment to evidence or provide for the provisions acceptance of appointment under this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act a successor Trustee or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.a successor Xxxxxxxxxx Agent; (11) grant any Lien for the benefit of the holders of any future Pari Passu Notes-TLB Obligations, Pari Passu ABL Obligations, Pari Passu Second Lien Obligations or Junior Lien Obligations in accordance with and as permitted by the terms of this Indenture, and the Intercreditor Agreements (and, with respect to Pari Passu Second Lien Obligations or Junior Lien Obligations, any Pari Passu Second Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable); (12) add additional assets secured parties to the Intercreditor Agreements to the extent Liens securing obligations held by such parties are permitted under this Indenture; (13) mortgage, pledge, hypothecate or grant a security interest in favor of the Collateral Agent for the benefit of the Trustee and the Holders of the Notes as Collateral or to release additional security for the payment and performance of the Issuers’ and any Collateral from the liens securing the NotesGuarantor’s obligations under this Indenture, in each case pursuant any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Agent in accordance with the terms of this Indenture or otherwise; or (14) provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) and the Intercreditor Agreements in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture, the Collateral Documents relating to the Notes Intercreditor Agreements and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreementrelevant Security Documents. In addition, the Holders of the Notes will be deemed to have consented for purposes of the Security Documents and the Intercreditor Agreements to any of the following amendments, waivers and other modifications to the Security Documents and the Intercreditor Agreements: (1) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Pari Passu Notes-TLB Obligations that are incurred in compliance with the ABL Credit Agreement, the Term Loan Credit Agreement and the Notes Documents and (B) to establish that the Liens on any Collateral securing such Pari Passu Notes-TLB Obligations shall be equal in right of payment with the Liens on such Collateral securing the Notes-TLB Obligations; (2) (A) to add other parties (or any authorized agent thereof or trustee therefor) holding Pari Passu ABL Obligations that is incurred in compliance with the ABL Credit Agreement, the Term Loan Credit Agreement and the Notes Documents, (B) to establish that the Liens on any Collateral securing such Pari Passu ABL Obligations shall be equal in right of payment with the Liens on such Collateral securing the ABL Obligations and senior to the Liens on such ABL Priority Collateral securing any Notes-TLB Obligations, all on the terms provided for in the Intercreditor Agreements in effect immediately prior to such amendment, (C) to establish that the Liens on any Notes-TLB Priority Collateral securing such Pari Passu ABL Obligations shall be junior and subordinated to the Liens on such Notes-TLB Priority Collateral securing any Notes-TLB Obligations, all on the terms provided for in the Intercreditor Agreements in effect immediately prior to such amendment; (3) to establish that the Liens on any ABL Priority Collateral securing any Indebtedness replacing the ABL Credit Agreement permitted to be incurred under clause (1) of the definition of Permitted Debt shall be senior to the Liens on such ABL Priority Collateral securing any obligations under any Notes-TLB Obligations, and that any Notes-TLB Obligations shall continue to be secured on a first-priority basis by the Notes-TLB Priority Collateral and on a second-priority basis on the ABL Priority Collateral; and (4) upon any cancellation or termination of the ABL Credit Agreement without a replacement thereof, to establish that the ABL Priority Collateral shall become Notes-TLB Priority Collateral. Any such additional party, the ABL Collateral Agent, the Term Loan Collateral Agent, the Trustee and the Collateral Agent shall be entitled to rely upon an Officers’ Certificate certifying that such Pari Passu Notes-TLB Obligations or Pari Passu ABL Obligations, as the case may be, was issued or borrowed in compliance with the ABL Credit Agreement, the Term Loan Credit Agreement and the Trustee are authorized Notes Documents, and no Opinion of Counsel shall be required in connection therewith. The Holders also will be deemed to amend have consented for purposes of this Indenture, the Collateral Security Documents relating and the Intercreditor Agreements to the Notes execution and delivery by the Trustee and Collateral Agent of a Pari Passu Second Lien Intercreditor Agreement or a Junior Lien Intercreditor Agreement to comply with the provisions hereof and thereofextent it is approved by the ABL Collateral Agent or, if the ABL Credit Agreement has been replaced, any other agent for the holders of ABL Obligations. Upon the request of the Issuer Issuers accompanied by a resolution resolutions of its board their respective Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof8.02 of this Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes and any Guarantee or Notes the Note Guarantees without the consent of any HolderHolder of Note: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any a Guarantor’s obligations to the HoldersHolders of the Notes and Note Guarantees by a successor to the Issuer or such Guarantor pursuant to Article 5 or Article 9 hereof, and the corresponding release of the Issuer’s or such Guarantor’s obligations under this Indenture; (54) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (65) to add covenants for the benefit comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or any Guarantorqualification of this Indenture under the TIA; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (96) to conform the text of this Indenture, Guarantees Indenture or the Notes or the Note Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum Prospectus Supplement, to the extent that such provision in such that “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (10) 8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the provisions of this Indenture relating to the transfer Notes and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral Guarantors from the liens securing the Notes, Note Guarantee in each case pursuant to accordance with the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof6.02 of the Base Indenture, the Trustee shall will join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder of Notes, Parent, the Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes, the Note Guarantees or Notes without the consent of any HolderSecurity Documents: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereofprovide for the assumption of Parent's, the Issuer's or a Subsidiary Guarantor's obligations to the Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of Parent's, the Issuer's or such Subsidiary Guarantor's assets, as applicable; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (65) to add covenants for the benefit comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or any Guarantorqualification of this Indenture under the TIA; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (96) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “"Description of the Notes” " section of the Offering Memorandum to the extent that such provision in such “that "Description of the notes” section Notes" was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Guarantee or Noteswith respect to the Notes and to release Subsidiary Guarantors from the Note Guarantee in accordance with the terms of this Indenture as of the date of this Indenture; or (109) to make make, complete or confirm any amendment to the provisions grant of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Intercreditor Agreement or any of the Security Documents or any release of Collateral Documents relating that becomes effective as set forth in this Indenture, the Intercreditor Agreement or any of the Security Documents. After an amendment becomes effective, the Issuer is required to mail to each registered Holder of the Notes or the Intercreditor Agreementa notice briefly describing such amendment. In additionHowever, the Collateral Agent and failure to give such notice to all Holders of the Trustee are authorized to amend Notes, or any defect therein, will not impair or affect the Collateral Documents relating to validity of the Notes to comply with the provisions hereof and thereofamendment. Upon the request of the Issuer accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indentureindenture permitted by the terms of this Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 13.04 hereof, the Trustee shall will join with Parent, the Issuer and the Subsidiary Guarantors in the execution of any such amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein containedindenture, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the IssuerCompany, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes or the Note Guarantees without the consent of any HolderHolder of Note: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (65) to add covenants for the benefit comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or any Guarantorqualification of this Indenture under the TIA; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (96) to conform the text of this Indenture, Guarantees Indenture or the Notes to any provision of the “"Description of Notes" section of the Company's Offering Memorandum, relating to the initial offering of the Notes” section of the Offering Memorandum , to the extent that such provision in such “that "Description of the notes” section Notes" was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Note Guarantees or the Notes; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (10) 8) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer Company accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder, the Issuer, the Guarantors Issuer and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes or Notes without the consent of any HolderNote Guarantees: (1) to cure any ambiguity, omission, mistake, mistake defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereofprovide for the assumption of the Parent’s or the Issuer’s obligations to holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Parent’s or the Issuer’s assets; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to add covenants for conform the benefit text of this Indenture or the Notes to any provision of the Holders “Description of the Notes” section of the Issuer’s Offering Memorandum dated November 28, 2017, relating to the initial offering of the Notes, to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Notes, which intent shall be evidenced by an Officer’s Certificate to surrender any right or power conferred upon the Issuer or any Guarantorthat effect; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereofthereof; (8) to add a Guarantor under provide for or confirm the issuance of Additional Notes in accordance with the limitations set forth in this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor;as of the date hereof; or (9) to conform the text of this Indenture, Guarantees or the Notes allow any Guarantor to any provision of the “Description of execute a supplemental indenture and/or a Note Guarantee with respect to the Notes” section , including to effect the release of the Offering Memorandum a Guarantor from any its obligations under its Note Guarantee or this Indenture to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofhereby. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer and (and, with respect to an amended or supplemental indenture for the Guarantors addition of a new Guarantor pursuant to this Indenture, such new Guarantor) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors Issuer and the Trustee may amend or supplement this Indenture and the Notes, the Issuer, the Trustee and the Guarantors may amend or supplement any Guarantee or Notes issued under this Indenture, and the Issuer, the other Pledgors and the Collateral Agent may amend the Security Documents, in each case, without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency that does not materially adversely affect the interests of the Holders; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the HoldersHolders in a transaction that complies with this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) 9) to add a Guarantor under this Indenture or to add to, or remove any Parent Guarantor that is not a Restricted Parent Guarantorlimitation on, the Collateral; (910) to conform the text of this Indenture, Indenture or the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum Circular to the extent that such provision in such “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes, as provided in an Officer’s Certificate; (11) to provide for the issuance of Additional Notes, Exchange Notes or private exchange notes, which are identical to Exchange Notes except that they are not freely transferable; (12) to release the security interests on the Excluded Stock Collateral of a Restricted Subsidiary to the extent necessary, but only to the extent necessary, for such Restricted Subsidiary to not be subject to such requirement to provide separate financial statements; (13) to provide for Permitted Liens; (14) (a) (i) to make any amendment to the provisions of any Security Document as provided by the terms any Security Document or (b) to make any other change to any Security Document that does not adversely affect the holders of the Notes in any material respect; or (1015) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation including to facilitate the issuance and administration of the Notes; provided, however, that (ia) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board the Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Section 901 of the Original Indenture is hereby amended to read in its entirety as follows with respect to the Notes: “Notwithstanding Section 9.02 hereof902 of this Indenture, the IssuerCompany, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes or Notes the Subsidiary Guarantees without the consent of any HolderHolder of a Note: (1i) to cure any ambiguity, omission, mistake, defect or inconsistency; (2ii) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4iii) to provide for the assumption of the IssuerCompany’s or any a Guarantor’s obligations to the HoldersHolders of Notes pursuant to Article 5 or Section 10.03 of this Sixth Supplemental Indenture; (5iv) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder, including any increase in the Conversion Rate or other consideration due upon conversion of the Notes (whether or not subject to time limitations or other conditions); (6v) to secure the Notes or the Subsidiary Guarantees; (vi) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture and any restrictions on transfer pursuant to the Securities Act applicable thereto; (vii) to add covenants for any additional Guarantor with respect to the benefit of the Holders Notes or to surrender evidence the release of any right or power conferred upon the Issuer or any GuarantorGuarantor from its Subsidiary Guarantee in accordance with Article 10 of this Sixth Supplemental Indenture; (7viii) to comply with Section 11.11 of this Sixth Supplemental Indenture; (ix) to evidence and or provide for the acceptance and of appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereofTrustee; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantorx) [Reserved]; (9xi) to conform the text of a provision in this Indenture, Guarantees the Notes or the Notes Subsidiary Guarantees (a “Note Provision”) to any provision of the “Description of notes” in the Notes” section of the 2023 Senior Notes Offering Memorandum to the extent (a “2023 Senior Notes Offering Memorandum Provision”); provided that (A) such provision in such “Description of the notes” section 2023 Senior Notes Offering Memorandum Provision was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notesin the 2023 Senior Notes Indenture (an “2023 Senior Notes Indenture Provision”) and (B) such Note Provision is intended to be identical to such 2023 Senior Notes Indenture Provision; orand (10xii) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the NotesAdditional Notes incurred in compliance with this Indenture; provided, however, that (iA) compliance with this Indenture as so amended would not result in such Additional Notes being transferred in violation of the Securities Act or any applicable securities law and (iiB) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; (11xiii) to add additional assets as Collateral or make provision with respect to release any Collateral from the liens securing the Notes, in each case pursuant adjustments to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, Conversion Rate as and when permitted or required by this Sixth Supplemental Indenture or to increase the Conversion Rate in accordance with this Sixth Supplemental Indenture; or (xiv) to make any changes necessary or advisable, in the Collateral Documents relating Company’s sole discretion, in order to effect the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized settlement of amounts due pursuant to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofSection 4.01 hereof. Upon the request of the Issuer Company accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents Opinion of Counsel described in Section 7.02 9.03 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding It shall not be necessary for the foregoingconsent of the Holders of Notes under this Section 9.01 to approve the particular form of any proposed amendment, neither an Opinion of Counsel nor an Officer’s Certificate supplement or waiver, but it shall be required in connection with sufficient if such consent approves the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D heretosubstance thereof.

Without Consent of Holders of Notes. (a) Notwithstanding the provisions of Section 9.02 hereof10.02, without the consent of any Holder, the IssuerCompany, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes or Notes without the consent of any HolderSubsidiary Guarantees in the following circumstances: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply provide for the assumption of the Company’s or any Subsidiary Guarantor’s obligations to the Holders in accordance with Section 5.01 the terms hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such HolderHolder in any material respect; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (95) to conform the text of this Indenture, Guarantees Indenture or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum Prospectus Supplement to the extent that such provision in such the “Description of the notesNotes” section of the Prospectus Supplement was intended to be a set forth, verbatim recitation of or in substance, a provision of this Indenture or the Notes, as applicable, which intent may be evidenced by an Officers’ Certificate to that effect; (6) to evidence and provide for the acceptance of the appointment under this Indenture of a successor Trustee; (7) to secure the Notes; (8) to add any Subsidiary Guarantor or release any Subsidiary Guarantor from its Subsidiary Guarantee if such release is in accordance with the terms of this Indenture, Guarantee or Notes; or90 (9) to provide for the issuance of Additional Notes in accordance with this Indenture; (10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; and (12) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor with respect to the Notes. (11b) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof10.06, the Trustee shall join with the Issuer Company and the Subsidiary Guarantors in the execution of any amended amendment or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended amendment or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.2 hereof, the Issuer, the Guarantors and the Trustee together may amend or supplement this Indenture and any Guarantee Indenture, the Notes, the Guarantees or Notes the Priority Agreement without the consent of any HolderHolder of a Note: (1) to cure any ambiguity, omissiondefect, mistake, defect error or inconsistency; (2) to add or change any of the provisions of this Indenture or the Notes to such extent as shall be necessary to permit or facilitate the deposit of the Notes with, or on behalf of, a common safekeeper for Euroclear and Clearstream and the registration of such Notes in the name of such common safekeeper, and to otherwise allow the Notes to be held in a manner that will satisfy the Note format eligibility criteria for the Notes to be pledged as collateral in European central banking and monetary operations, or to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any a Guarantor’s obligations to Holders in the Holderscase of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable; (54) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (5) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes; (6) to add covenants for evidence and provide the benefit acceptance of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantorappointment of a successor Trustee under this Indenture; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant add additional parties to the requirements hereofPriority Agreement to the extent permitted hereunder and txxxxxxxxx; (8) to add a Guarantor under this Indenture or terminate the Priority Agreement to remove any Parent Guarantor that is not a Restricted Parent Guarantorthe extent permitted hereunder; (9) to conform the text of this Indenture, Guarantees the Notes or the Notes Guarantees to any provision of the “Description of the Notes” section of in the Offering Memorandum to the extent that such provision in such the “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Notes or Notes; orthe Guarantee; (10) to make any amendment to provide for the provisions issuance of this Indenture relating to Additional Notes in accordance with the transfer and legending of Notes as permitted by limitations set forth in this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.or (11) to add the extent necessary to provide for the granting of a Lien to secure the Notes and/or any Guarantee as contemplated under Section 4.10 hereof. Notwithstanding anything to the contrary in the paragraph above, in order to effect an amendment authorized by clause (5) above, it shall only be necessary for the supplemental indenture to be duly authorized and executed by the Issuer, such additional assets as Collateral Guarantor and the Trustee. Any other amendments permitted by this Indenture need only be duly authorized and executed by Issuer and the Trustee. Without the consent of the Holders of 80% in aggregate principal amount of the Notes then outstanding, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder) release any Collateral Guarantor from the liens securing the Notesany of its obligations under its Guarantee or this Indenture, except in each case pursuant to accordance with the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer Issuer, accompanied by a resolution of its board of directors Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.5, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that which may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that which adversely affects its own rights, duties or immunities under this Indenture hereunder or otherwise. Notwithstanding For so long as the foregoingNotes are admitted to the Global Exchange Market of Euronext Dublin, neither an Opinion and the rules of Counsel nor an Officer’s Certificate shall be required the Global Exchange Market of Euronext Dublin so require, the Issuer will give notice to the Companies Announcement Office of Euronext Dublin of any of the foregoing amendments, supplements and waivers and provide, if necessary, a supplement to the Offering Memorandum setting forth reasonable details in connection with any such amendments, supplements or waivers. Notwithstanding anything to the addition of contrary in this Section 9.1, in order to effect an amendment authorized by this Section 9.1 to add a Guarantor under this Indenture Indenture, it shall only be necessary for the supplemental indenture providing for the accession of such additional Guarantor to be duly authorized and executed by (other than as required by Section 4.15 hereofi) upon execution and delivery by the Issuer, (ii) such additional Guarantor and (iii) the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D heretoTrustee.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors Parent Guarantor (with respect to the Guarantee or this Nineteenth Supplemental Indenture) and the Trustee may amend or supplement this Indenture and any Nineteenth Supplemental Indenture, Notes or the Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect evidence the succession of another corporation to the Issuer or inconsistency;the Parent Guarantor and the assumption by such successor of the covenants of the Issuer or the Parent Guarantor in compliance with the requirements set forth in this Nineteenth Supplemental Indenture; or (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations add to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or the Parent Guarantor; or (3) to add any Guarantor;additional Events of Default; or (4) to change or eliminate any of the provisions of this Nineteenth Supplemental Indenture, provided that any such change or elimination shall become effective only when there are no outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; or (5) to secure the Notes; or (6) to supplement any of the provisions of this Nineteenth Supplemental Indenture to such extent necessary to permit or facilitate the defeasance and discharge of the Notes, provided that any such action does not adversely affect the interests of the Holders of the Notes in any material respect; or (7) to evidence and provide for the acceptance and of appointment under this Indenture of hereunder by a successor Trustee hereunder pursuant and to add to or change any of the requirements hereof;provisions of this Nineteenth Supplemental Indenture necessary to provide for or facilitate the administration of the trusts by more than one Trustee; or (8) to add a Guarantor under cure any ambiguity to correct or supplement any provision of this Nineteenth Supplemental Indenture which may be defective or to remove inconsistent with any Parent Guarantor that is not a Restricted Parent Guarantor;other provision; or (9) to change any place or places where the principal of and premium, if any, and interest, if any, on the Notes shall be payable, the Notes may be surrendered for registration or transfer, the Notes may be surrendered for exchange, and notices and demands to or upon the Issuer may be served; or (10) to comply with requirements of the SEC in order to effect or maintain the qualification of this Nineteenth Supplemental Indenture under the Trust Indenture Act; or (11) to conform the text of this Nineteenth Supplemental Indenture, Guarantees the Guarantee or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum Prospectus to the extent that such provision in such “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Nineteenth Supplemental Indenture, the Guarantee or the Notes; or (1012) to make any amendment to the provisions of this Nineteenth Supplemental Indenture relating to the transfer and legending of Notes as permitted by this Nineteenth Supplemental Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Nineteenth Supplemental Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors Parent Guarantor in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Nineteenth Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Nineteenth Supplemental Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof9.02, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof5.01; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that in the good faith judgment of the Issuer does not materially adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act or to comply with the rules of any applicable securities depository; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) 9) to add or release a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantorsecure the Obligations under this Indenture; (910) to make such provisions as necessary for the issuance of Additional Notes otherwise permitted to be issued under this Indenture; (11) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or NotesMemorandum; or (1012) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation including to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment in the good faith judgment of the Issuer does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding the first paragraph of Section 9.02 hereof9.02, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee and the Notes Collateral Agent (to the extent a party thereto) may amend or supplement this Indenture Indenture, the Security Documents, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (3) to comply with Section 5.01 hereof5.01; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder or a successor Notes Collateral Agent thereunder pursuant to the requirements hereofthereof; (8) 9) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent GuarantorIndenture; (910) to conform the text of this Indenture, the Security Documents, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement, the Guarantees or the Notes to any provision of the “Description of the Notesnotes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Security Documents, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement, the Guarantees or Notes; orthe Notes (as certified in an Officers’ Certificate delivered to the Trustee); (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; (1112) to add additional assets as Collateral or Collateral; (13) to release any Collateral from the liens securing the NotesLien or any Guarantor from its Guarantee, in each case pursuant to the terms of this Indenture, the Collateral Security Documents relating to or the ABL-Notes and the Intercreditor Agreement, as and Agreement when permitted or required by this Indenture, the Collateral Security Documents relating to the Notes or the ABL-Notes Intercreditor Agreement. In addition; (14) in the case of any deposit account control agreement, securities account control agreement, bailee agreement or other similar agreement pertaining to “control” over the Collateral, in each case (a) providing for control and perfection of ABL Collateral and (b) to which both the ABL Collateral Agent and the Trustee Notes Collateral Agent are authorized a party, at the request and sole expense of the Issuer and without the consent of the Notes Collateral Agent, to amend any such agreement to substitute a Successor ABL Collateral Agent for the ABL Collateral Agent as the controlling secured party thereunder; (15) in connection with any permitted refinancing or replacement of the ABL Credit Agreement, at the request and sole expense of the Issuer and without the consent of the Notes Collateral Agent, to amend the ABL-Notes Intercreditor Agreement (i)to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (ii)to establish that Liens on any Notes Collateral Documents relating securing such refinancing or replacement Indebtedness will have the same priority as the Liens on any Notes Collateral securing the Indebtedness being refinanced or replaced and (iii)to establish that the Liens on any ABL Collateral securing such refinancing or replacement indebtedness will have the same priority as the Liens on any ABL Collateral securing the Indebtedness being refinanced or replaced, all on the terms provided for in the ABL-Notes Intercreditor Agreement immediately prior to such refinancing or replacement; and (16) in the case of the ABL-Notes Intercreditor Agreement, in order to subject the security interests in the Collateral in respect of any Other Pari Passu Lien Obligations to the terms of the ABL-Notes Intercreditor Agreement, in each case, to comply with the provisions hereof extent the incurrence of such Other Pari Passu Lien Obligations, and thereofthe grant of all Liens on the Collateral held for the benefit of such Other Pari Passu Lien Obligations are permitted under this Indenture. Upon the request of the Issuer accompanied by a resolution of its board of directors Board authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and the Notes Collateral Agent, if applicable, of the documents described in Section 7.02 hereof7.02, the Trustee and/or the Notes Collateral Agent shall join with the Issuer and the Guarantors (to the extent applicable) in the execution of any amended or supplemental indenture or security documents, intercreditor agreement or amendments thereto, in each case, authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and/or the Notes Collateral Agent shall have the right, but not be obligated to, to enter into such amended or supplemental indenture or security documents, intercreditor agreement or any amendment thereto that affects its their own rights, duties duties, liabilities or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither The delivery of an Opinion of Counsel nor and an Officer’s Officers’ Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D heretoD. To the extent that the Issuer and the Restricted Subsidiaries are permitted to incur Indebtedness and Liens in relation to any Other Pari Passu Lien Obligations, the Issuer may designate such Other Pari Passu Lien Obligations as “Additional Obligations” by providing notice to such effect and an Officers’ Certificate certifying that such Other Pari Passu Lien Obligations (and the Liens associated therewith) have been incurred in compliance with this Indenture, in each case, to the Notes Collateral Agent (which shall be accompanied by an Opinion of Counsel). Upon receipt of such notice, Officers’ Certificate and Opinion of Counsel, the Notes Collateral Agent shall enter into a Pari Passu Intercreditor Agreement with the Issuer and the Guarantors and the representative of the holders of any such Other Pari Passu Lien Obligations in substantially the form of Exhibit E hereto (or, if a Pari Passu Intercreditor Agreement is already in existence, the representative of the holders of any such Other Pari Passu Lien Obligations shall deliver to the Notes Collateral Agent a joinder to such Pari Passu Intercreditor Agreement).

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the IssuerCompany, any Guarantor (with respect to a Guarantee, this Indenture, the Guarantors Intercreditor Agreement or the Security Documents to which it is a party) and the Trustee (or the Collateral Agent, as applicable) may amend or supplement this Indenture and or any Guarantee Guarantee, Note, Security Documents, the Intercreditor Agreement or Notes the Junior Lien Intercreditor Agreement without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the IssuerCompany’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially and adversely affect the legal rights under this Indenture of any such HolderHolder under this Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or the Junior Lien Intercreditor Agreement; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to provide for the issuance of Additional Notes in accordance with this Indenture or exchange notes or private exchange notes with respect hereof; (9) to add a Guarantor under this Indenture Indenture, the Security Documents, the Intercreditor Agreement or to remove any Parent Guarantor that is not a Restricted Parent Guarantorthe Junior Lien Intercreditor Agreement; (910) to conform the text of this Indenture, Guarantees Guarantees, the Intercreditor Agreement, the Junior Lien Intercreditor Agreement, the Security Documents or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum Circular dated August 20, 2020, relating to the initial offering of the Notes, to the extent that such provision in such the “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee Guarantees, the Intercreditor Agreement, the Junior Lien Intercreditor Agreement, the Security Documents or Notes; orthe Notes as set forth in an Officer’s Certificate; (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this IndentureNotes, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance Notes and to comply with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect laws, including in connection with the rights issuance of Holders to transfer Notes.additional notes; (1112) to add additional assets as or release Collateral from, or to release any Collateral from subordinate, the liens securing the Notes, in each case pursuant to the terms Lien of this Indenture, the Collateral Documents relating to the Notes Indenture and the Intercreditor Agreement, as and Security Documents when permitted or required by the Security Documents, this IndentureIndenture the Intercreditor Agreement or the Junior Lien Intercreditor Agreement; (13) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Collateral Agent for the benefit of itself, the Collateral Documents relating to Trustee and the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Notes Obligations, on any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or on which a Lien is required to be granted to, in favor of or for the Intercreditor Agreement. In additionbenefit of the Trustee, the Collateral Agent and or the Trustee are authorized to amend Holders of the Collateral Documents relating Notes pursuant to the Notes Indenture, any of the Security Documents or otherwise; and (14) to comply with add Additional First Lien Secured Parties or Junior Lien Secured Parties to any Security Documents, the provisions hereof and thereofIntercreditor Agreement or the Junior Lien Intercreditor Agreement. Upon the request of the Issuer Company accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding anything to the foregoingcontrary herein, neither an Opinion the Guarantors that are Guarantors at the time of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a any supplemental indenture to this Indentureindenture, the form sole purpose of which is attached as Exhibit D heretoto add one or more Guarantors, need not be a party to such supplemental indenture.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, without the consent of any Holder of Notes, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes, the Note Guarantees, the Collateral Trust Agreement or Notes without the consent of any HolderSecurity Documents: (1) to cure any ambiguity, omission, mistake, defect or inconsistency, in each case as certified in an Officers’ Certificate; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any a Guarantor’s obligations to Holders of Notes and Note Guarantees by a successor to the HoldersIssuer or such Guarantor pursuant to Article 5 or Article 11 hereof; (54) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such HolderHolder of Notes; (65) to add covenants any covenant for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Issuer or any Guarantora Guarantor pursuant to this Indenture; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (96) to conform the text of this Indenture, the Notes, the Note Guarantees or the Notes Security Documents to any provision of the “Description of the Notes” section of the Offering Memorandum Memorandum, to the extent that such provision in such “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Security Documents, which intent may be evidenced by an Officers’ Certificate to that effect; (7) to provide for the issuance of Additional Notes, in accordance with the limitations set forth in this Indenture as of the Issue Date; (8) to provide for the issuance of (a) exchange Notes that do not adversely affect the rights of any Holder of Notes or (b) private exchange Notes, which are identical to exchange Notes except that they are not freely transferable; (9) to add a Guarantor or other obligor under this Indenture or otherwise allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee or with respect to the Notes; or; (10) to comply with the rules of any applicable depositary; (11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (ia) compliance with this Indenture as so amended would not result in permit the transfer of Notes being transferred in violation of the Securities Act or any applicable securities law law, and (iib) such amendment does not materially and adversely affect the rights of the Holders to transfer of Notes.; or (1112) to add additional assets as make, complete or confirm any Note Guarantee or any grant of Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, Indenture or any of the Security Documents or any discharge or release of any Note Guarantee or any Collateral Documents relating to that is permitted by this Indenture or any of the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofSecurity Documents. Upon the request of the Issuer accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder of Notes, the IssuerIssuers, the Guarantors Guarantors, the Collateral Agent and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes or Notes without the consent of any HolderNote Guarantees: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4c) to provide for the assumption of the Issuer’s Issuers’ or any a Guarantor’s obligations to Holders of the HoldersNotes and Note Guarantees in the case of a merger or consolidation or disposition of all or substantially all of the Issuers’ or such Guarantor’s properties or assets, as applicable; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder, including to comply with requirements of the SEC or DTC in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S; (6e) to add covenants for the benefit make, complete or confirm any grant of Collateral permitted or required by any of the Holders or applicable Note Documents, including to surrender any right or power conferred upon the Issuer or any Guarantorsecure additional Priority Lien Debt; (7f) to release, discharge, terminate or subordinate Liens on Collateral in accordance with the applicable Note Document and to confirm and evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereofany such release, discharge, termination or subordination; (8) g) to add a Guarantor under this Indenture make any changes with respect to the applicable Note Documents, as provided in the Intercreditor Agreement or to remove any Parent Guarantor that is not a Restricted Parent Guarantorthe Collateral Agency Agreement; (9h) to conform the text of this Indenture, Guarantees the Notes or the Notes Note Guarantees to any provision of the “Description of the Notes” section in the Offering Circular; (i) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Offering Memorandum date hereof; (j) to secure the Notes or the Note Guarantees pursuant to the extent that such provision requirements of Section 4.12 hereof; (k) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in such “Description of the notes” section was intended to be a verbatim recitation of a provision of each case as provided in this Indenture, Guarantee or Notes; or (10l) to make any amendment to evidence or provide for the provisions acceptance of this Indenture relating to the transfer and legending appointment under Note Documents of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act a successor Trustee or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofAgent. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02 and 9.06 hereof, the Trustee shall and the Collateral Agent will join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee shall have nor the right, but not Collateral Agent will be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to its Guarantee or this Indenture), the Guarantors Collateral Agent and the Trustee may amend or supplement this Indenture Indenture, the Security Documents, the Intercreditor Agreement and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to comply with requirements of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act, in the event that the Issuer determines that this Indenture be so qualified; (8) to evidence and provide for the acceptance and appointment (x) under this Indenture of a successor Trustee hereunder pursuant to the requirements hereofhereof or (y) under the Security Documents of a successor Collateral Agent thereunder pursuant to the requirements thereof; (8) 9) to make changes related to the transfer and legending of the Notes as permitted by this Indenture or applicable law; (10) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent GuarantorIndenture; (911) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or[reserved]; (1012) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; (1113) [reserved]; (14) to add additional assets as Collateral security to or for the benefit of the Notes and, in the case of the Security Documents, to or for the benefit of the other secured parties named therein or to release confirm and evidence the release, termination or discharge of any Collateral from the liens Guarantee of or Lien securing the NotesNotes when such release, in each case pursuant to termination or discharge is permitted by this Indenture and the terms of this Indenture, the Collateral Security Documents relating to the Notes and or as required by the Intercreditor Agreement; or (15) to modify the Security Documents and/or the Intercreditor Agreement to secure additional extensions of credit and additional secured creditors holding First Lien Obligations or other Permitted Second Lien Obligations, so long as and when permitted such First Lien Obligations or required other Permitted Second Lien Obligations are not prohibited by this Indenture, the Collateral Documents relating to the Notes First Lien Indenture or the Intercreditor Credit Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee and the Collateral Agent shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor Guarantor, the Collateral Agent and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officers’ Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors Issuer and the Trustee may amend or supplement this Indenture and the Notes, the Issuer, the Trustee and the Guarantors may amend or supplement any Guarantee or Notes issued under this Indenture, and the Issuer, the other Pledgors and the Collateral Agent may amend the Security Documents, in each case, without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency that does not materially adversely affect the interests of the Holders; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the HoldersHolders in a transaction that complies with this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) 9) to add a Guarantor under this Indenture or to add to, or remove any Parent Guarantor that is not a Restricted Parent Guarantorlimitation on, the Collateral; (910) to conform the text of this Indenture, Indenture or the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum Circular to the extent that such provision in such “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes, as provided in an Officer’s Certificate; (11) to provide for the issuance of Exchange Notes or private exchange notes, which are identical to Exchange Notes except that they are not freely transferable; (12) to release the security interests on the Excluded Stock Collateral of a Restricted Subsidiary to the extent necessary, but only to the extent necessary, for such Restricted Subsidiary to not be subject to such requirement to provide separate financial statements; (13) to provide for Permitted Liens; (14) (a) (i) to make any amendment to the provisions of any Security Document as provided by the terms any Security Document or (b) to make any other change to any Security Document that does not adversely affect the holders of the Notes in any material respect; or (1015) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation including to facilitate the issuance and administration of the Notes; provided, however, that (ia) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board the Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the IssuerIssuers, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture and any Guarantee or Notes of the Note Documents without the consent of any HolderHolder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4c) to provide for the assumption of the an Issuer’s or any Guarantor’s obligations to the HoldersHolders of Notes pursuant to Article 5 or Article 10 hereof; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture the Note Documents of any such Holder; (6e) [reserved]; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (g) to add covenants for any additional Guarantor or Collateral with respect to the benefit of the Holders Notes or to surrender evidence the release of any right Guarantor from its Subsidiary Guarantee or power conferred upon the Issuer release of any Liens, in each case in accordance with Article 10 hereof or any Guarantorthe other Note Documents, as applicable; (7h) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents establishing Parity Liens; (i) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (j) to evidence and or provide for the acceptance and of appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofTrustee. Upon the request of the Issuer accompanied by a resolution of its board of directors Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding In addition, the foregoingTrustee and Collateral Agent, neither an Opinion as applicable, may enter into additional intercreditor and subordination agreements or amend, supplement or waive the Intercreditor Agreement or any such additional intercreditor or subordination agreements with the consent of Counsel nor an Officer’s Certificate shall be required Holders of 50.1% of the principal amount of the Notes; provided, however, the Trustee and Collateral Agent, as applicable, may, without the consent of any Holder, execute or countersign joinders and other acknowledgements in connection with the addition Intercreditor Agreement to give effect to the joinder of a Guarantor any Priority Lien Debt to the Intercreditor Agreement in accordance with the terms of the Intercreditor Agreement and to the extent permitted under the indenture. After an amendment or supplement under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture9.01 becomes effective, the form Issuers shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of which is attached as Exhibit D heretoan amendment or supplement under this Section 9.01.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder, the IssuerIssuers, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes or Notes without the consent Note Guarantees or, subject to the terms of any Holderthe Intercreditor Agreement, the Pledge Agreement to: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3c) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s Issuers’ or any Guarantor’s obligations to the HoldersHolders of the Notes and Note Guarantees by a successor to the Issuers or such Guarantor, as the case may be, in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s assets pursuant to Article 5 or Article 11 hereof; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9e) to conform the text of this the Indenture, Guarantees the Notes or the Notes Note Guarantees to any provision of the “Description of the Notes” section in the Issuers’ Offering Memorandum, dated as of May 15, 2013, relating to the offering of the Offering Memorandum Initial Notes, to the extent that such provision in such the “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect; (f) provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture; (g) allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (h) enter into additional or Notessupplemental pledge agreements or an intercreditor agreement with respect thereto; or (10i) to make provide for the Notes to become secured. Upon request of the Issuers, the Trustee will enter into amendments, restatements and modifications of the Pledge Agreement and Intercreditor Agreement from time to time in connection with the grant of any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as Liens permitted by under this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation any such amended, restated or modified Pledge Agreement and Intercreditor Agreement shall contain terms no less favorable to the Trustee or the Holders of the Securities Act Notes than the terms contained in the Pledge Agreement and Intercreditor Agreement being amended, restated or modified (except as expressly provided for in this Indenture); provided, further, that any applicable securities law and (ii) such amendment amendment, restatement or modification does not materially and otherwise adversely affect the rights or remedies of the Trustee or the Holders to transfer Notes. of the Notes in any material respect (11) to add additional assets except as Collateral or to release any Collateral from the liens securing the Notes, expressly provided for in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof). Upon the request of the Issuer Issuers accompanied by a resolution of its board their respective Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder of Notes, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes or Notes without the consent of any HolderNote Guarantees: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any a Guarantor’s obligations to the HoldersHolders of the Notes and Note Guarantees by a successor to the Issuer or such Guarantor pursuant to Article 5 or Article 10 hereof; (54) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially, in the good faith determination of the Board of Directors of the Parent, adversely affect the legal rights under this Indenture Indenture, the Note Guarantees or the Notes of any such Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to add covenants for comply with the benefit provisions of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorSection 4.16 hereof; (7) to evidence and provide for the acceptance and of appointment under this Indenture of by a successor Trustee hereunder pursuant to the requirements hereofTrustee; (8) to add a Guarantor under provide for the issuance of Additional Notes in accordance with this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor;Indenture; or (9) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of the Notes” section of in the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofCircular. Upon the request of the Issuer accompanied by a resolution of its board Board of directors Directors authorizing the execution by the Issuer and the Guarantors of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.06 and 12.04 hereof, the Trustee shall will join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Twenty-Fifth Supplemental Indenture to which it is a party) and the Trustee may amend or supplement this Indenture and Twenty-Fifth Supplemental Indenture, any Security Document, any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency;evidence the succession of another corporation to the Issuer and the assumption by such successor of the covenants of the Issuer in compliance with the requirements set forth in this Twenty-Fifth Supplemental Indenture; or (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations add to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders Holders, to make any change that does not materially and adversely affect legal rights of any Holder (as determined by the Issuer and certified to Trustee) or to surrender any right or power herein conferred upon the Issuer Issuer; or (3) to add any additional Events of Default; or (4) to change or eliminate any Guarantor;of the provisions of this Twenty-Fifth Supplemental Indenture, provided that any such change or elimination shall become effective only when there are no outstanding Notes created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; or (5) to add a Guarantor to the Notes; or (6) to supplement any of the provisions of this Twenty-Fifth Supplemental Indenture to such extent necessary to permit or facilitate the defeasance and discharge of the Notes, provided that any such action does not adversely affect the interests of the Holders of the Notes in any material respect; or (7) to evidence and provide for the acceptance and of appointment under this Indenture of hereunder by a successor Trustee hereunder pursuant and to add to or change any of the requirements hereof;provisions of this Twenty-Fifth Supplemental Indenture necessary to provide for or facilitate the administration of the trusts by more than one Trustee; or (8) to add a Guarantor under cure any ambiguity to correct or supplement any provision of this Twenty-Fifth Supplemental Indenture or to remove the Security Documents which may be defective or inconsistent with any Parent Guarantor that is not a Restricted Parent Guarantor;other provision; or (9) to change any place or places where the principal of and premium, if any, and interest, if any, on the Notes shall be payable, the Notes may be surrendered for registration or transfer, the Notes may be surrendered for exchange, and notices and demands to or upon the Issuer may be served; or (10) to comply with requirements of the SEC in order to effect or maintain the qualification of this Twenty-Fifth Supplemental Indenture under the Trust Indenture Act; or (11) to conform the text of this Twenty-Fifth Supplemental Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum Prospectus to the extent that such provision in such “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Twenty-Fifth Supplemental Indenture, Guarantee the Guarantees or the Notes; or (1012) to make any amendment to the provisions of this Twenty-Fifth Supplemental Indenture relating to the transfer and legending of Notes as permitted by this Twenty-Fifth Supplemental Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Twenty-Fifth Supplemental Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; or (1113) to add mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the First Lien Collateral Agent for the benefit of the Holders of the Notes, as additional assets as security for the payment and performance of all or any portion of the Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Twenty-Fifth Supplemental Indenture, any of the Security Documents or otherwise; or (14) to release any Collateral from the liens securing the Notes, in each case pursuant to the terms Lien of this Indenture, the Collateral Documents relating to the Notes Twenty-Fifth Supplemental Indenture and the Intercreditor Agreement, as and Security Documents when permitted or required by the Security Documents or this Twenty-Fifth Supplemental Indenture; or (15) to add Additional First Lien Secured Parties or additional ABL Secured Parties, the Collateral to any Security Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply in accordance with the provisions hereof and thereofsuch Security Documents. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Twenty-Fifth Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Twenty-Fifth Supplemental Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Twenty-Fifth Supplemental Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Twenty-Fifth Supplemental Indenture, the form of which is attached as Exhibit D B hereto, and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof9.02, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof5.01; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that in the good faith judgment of the Issuer does not materially adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to comply with requirements of the SEC or to comply with the rules of any applicable securities depository; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) 9) to add or release a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantorsecure the Obligations under this Indenture; (910) to make such provisions as necessary for the issuance of Additional Notes otherwise permitted to be issued under this Indenture; (11) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum Memorandum, as set forth in an Officer’s Certificate delivered to the extent that such provision in such “Description of the notes” section was intended Trustee; or (12) to be a verbatim recitation of a provision add to, change, eliminate or otherwise amend provisions of this Indenture, Guarantee the Guarantees or Notes; or (10) the Notes in accordance with the TIA or to make any amendment to comply with the provisions of this Indenture the DTC, Euroclear or Clearstream or the Trustee with respect to provisions relating to the transfer and transfer, exchange or legending of Notes or beneficial interests in the Notes as permitted by this Indenture, including, without limitation including to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment in the good faith judgment of the Issuer does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder, the IssuerIssuers, the Guarantors any Restricted Subsidiary or any Guarantor and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes, the Note Guarantees or Notes without the consent of any HolderCollateral Documents to: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3c) provide for the assumption of the Issuers' or any Guarantor's obligations to comply with Section 5.01 the Holders of the Notes and Note Guarantees by a successor to the Issuers or such Guarantor, as the case may be, in the case of a merger or consolidation or sale of all or substantially all of the Issuers' or such Guarantor's assets pursuant to Article 5 hereof; (4d) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (6e) to add covenants for the benefit comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or any Guarantorqualification of this Indenture under the TIA; (7f) to evidence and provide for the acceptance and appointment under issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of a successor Trustee hereunder pursuant to the requirements hereofdate of this Indenture; (8) g) allow any Guarantor to add execute a Guarantor under this Indenture or to remove any Parent Guarantor that is not supplemental indenture and/or a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum Note Guarantee with respect to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10h) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration enter into additional or supplemental Collateral Documents or Guarantees or an intercreditor agreement with respect thereto. Upon request of the NotesIssuers, the Trustee will enter into amendments, restatements and modifications of the Collateral Documents from time to time in connection with the grant of any Permitted Liens; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation any such amended, restated or modified Collateral Documents shall contain terms no less favorable to the Trustee or the Holders of the Securities Act Notes than the terms contained in the Collateral Documents being amended, restated or modified (except as expressly provided for in this Indenture); provided, further, that any applicable securities law and (ii) such amendment amendment, restatement or modification does not materially and otherwise adversely affect the rights or remedies of the Trustee or the Holders to transfer Notes. of the Notes in any material respect (11) to add additional assets except as Collateral or to release any Collateral from the liens securing the Notes, expressly provided for in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof). Upon the request of the Issuer Issuers accompanied by a resolution of its board their respective Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes, the Guarantees or any Guarantee or Notes Security Document at any time after the Issue Date without the consent of any HolderHolder to: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantorthereof; (9) to provide for the issuance of Additional Notes or additional debt securities that constitute Required Debt; provided that such Additional Notes or additional debt securities are issued in compliance with the provisions of this Indenture and such amendments or supplements are limited to changes necessary or appropriate in order to issue such Additional Notes or additional debt securities under this Indenture; (10) to provide for the issuance of Exchange Notes or private exchange notes that are identical to Exchange Notes except that they are not freely transferable; (11) add a Guarantor under this Indenture; (12) conform the text of this Indenture, Guarantees or the Guarantees, the Notes or any Security Document to any provision of the “Description of the First Lien Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notesFirst Lien Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Guarantees, the Notes or Notes; orany Security Document; (1013) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; (1114) to add additional assets as Collateral mortgage, pledge, hypothecate or to release grant any Collateral from other Lien in favor of the liens securing Trustee for the benefit of the Holders of the Notes, as security for the payment and performance of all or any portion of the Obligations, in each case pursuant any property or assets; or (15) provide for the accession or succession of any parties to the terms Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted any agreement or required action that is not prohibited by this Indenture, the Collateral Documents relating including to add any additional secured parties to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofextent not prohibited by this Indenture. Upon the request of the Issuer accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 13.04 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, without the Issuerconsent of any Holder, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture and Indenture, the Notes, the Guarantees or any Guarantee or Notes without the consent of any HolderPledge Agreement to: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to comply with Section 5.01 hereof; (3) provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (34) to comply with Section 5.01 hereof; (4) to provide the assumption rules of the Issuer’s Depositary or any Guarantor’s obligations to the Holdersapplicable depositary; (5) add a Guarantor under this Indenture or to release a Subsidiary Guarantor from its Obligations under its Guarantee and this Indenture, in each case, in accordance with the applicable provisions of this Indenture; (6) provide for additional security with respect to the Notes and the Guarantees; (7) add additional Defaults, Events of Default or covenants of a Parent Guarantor, an Issuer and/or the Restricted Subsidiaries or Events of Default for the benefit of Holders or to make any change changes that would provide any additional rights or benefits to the Holders or to surrender any right or power conferred upon the Parent Guarantors, the Issuers or any Guarantor; (8) make any change that does not adversely affect the legal rights under this Indenture of any such Holder; (69) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture or any Pledge Agreement of a successor Trustee hereunder trustee or a successor collateral agent pursuant to the requirements hereofthereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (910) to conform the text of this Indenture, the Notes, the Guarantees or the Notes any Pledge Agreement to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of such document; (11) provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture, Guarantee or Notes; or (1012) to make any amendment to amend the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant . Prior to the terms execution of any modification, amendment or supplement to this Indenture, the Collateral Documents relating to Issuers shall provide the Notes and the Intercreditor AgreementTrustee, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized shall be entitled to amend the Collateral Documents relating to the Notes to comply receive and rely on, an Officers’ Certificate certifying that such modification, amendment or supplement is in compliance with this Indenture. The Issuers, with the provisions hereof and thereofassistance of the Trustee, shall provide to Holders notice of any supplement or amendment to this Indenture promptly following its execution. However, the failure to give such notice to all the Holders, or any defect in the notice will not impair or affect the validity of the amendment, supplement or waiver. Upon the request of the Issuer Issuers accompanied by a resolution of its board their Boards of directors Directors authorizing the execution of any such amended modification, amendment or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereofsupplement, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any amended modification, amendment or supplemental indenture supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended modification, amendment or supplemental indenture supplement that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, without the Issuerconsent of any Holder of Notes, the Company, the Guarantors and the Trustee may may, to the extent any such change would not adversely affect the Holders of Notes, amend or supplement this Indenture and any Guarantee Indenture, the Notes, the Note Guarantees, the Security Documents or Notes without the consent of any HolderIntercreditor Agreement: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes or certificated Notes in addition to or in place of uncertificated Notes; (3) to comply with Section 5.01 hereofprovide for the assumption of the Company’s or a Guarantor’s Obligations to the Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of substantially all of the Company’s or such Guarantor’s assets, as applicable; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under hereunder of any Holder; (5) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture of any such Holderunder the TIA; (6) to add covenants provide for the benefit issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Holders or to surrender any right or power conferred upon the Issuer or any GuarantorIssue Date; (7) to allow any Guarantor to execute a supplemental indenture (including, without limitation, to evidence and its Note Guarantee) with respect to the Notes or to release any Guarantor from its Note Guarantee as provided or permitted by the terms hereof; (8) to provide for the acceptance and of appointment under this Indenture of a successor Trustee hereunder pursuant or successor Collateral Agent with respect to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent GuarantorNotes issued hereunder; (9) to make, complete or confirm any Note Guarantee or any grant of Collateral permitted or required by this Indenture (including, without limitation, to provide for Other Second Priority Lien Obligations permitted pursuant to clause 6(B) of the definition of “Permitted Liens”) or any of the Security Documents or any discharge or release of any Note Guarantee or any Collateral that is permitted by this Indenture or any of the Security Documents; (10) to conform the text of this Indenture, the Note Guarantees or the Notes or any Security Document to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or NotesMemorandum; or (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (ia) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer Company accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture (but subject in any event to Section 10.13), without the consent of any Holder of Notes, the IssuerCompany, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes or Notes without the consent of any HolderSubsidiary Guarantees: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the IssuerCompany’s or any a Guarantor’s obligations to the HoldersHolders of Notes and Subsidiary Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (54) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to add covenants for additional Guarantees with respect to the benefit Notes or release Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;this Indenture; or (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees Indenture or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum Company’s Prospectus Supplement dated January 13, 2006, relating to the initial offering of the Notes, to the extent that such provision in such that “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Subsidiary Guarantees or the Notes; or (10) . The consent of the Holders of the Notes is not necessary to make approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of such proposed amendment. After an amendment becomes effective, the Company is required to mail to each registered Holder of the provisions of this Indenture relating Notes a notice briefly describing such amendment. However, the failure to the transfer and legending of Notes as permitted by this Indenture, including, without limitation give such notice to facilitate the issuance and administration all Holders of the Notes; provided, that (i) compliance with this Indenture as so amended would or any defect therein, will not result in Notes being transferred in violation impair or affect the validity of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofamendment. Upon the request of the Issuer Company accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, hereof the Trustee shall will join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the IssuerCompany, any Guarantor (with respect to a Guarantee, this Indenture, the Guarantors Intercreditor Agreement or the Security Documents to which it is a party) and the Trustee (or the Collateral Agent, as applicable) may amend or supplement this Indenture and or any Guarantee Guarantee, Note, Security Documents, the Intercreditor Agreement or Notes the Junior Lien Intercreditor Agreement without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the IssuerCompany’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially and adversely affect the legal rights under this Indenture of any such HolderHolder under this Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or the Junior Lien Intercreditor Agreement; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to provide for the issuance of Additional Notes in accordance with this Indenture or exchange notes or private exchange notes with respect hereof; (9) to add a Guarantor under this Indenture Indenture, the Security Documents, the Intercreditor Agreement or to remove any Parent Guarantor that is not a Restricted Parent Guarantorthe Junior Lien Intercreditor Agreement; (910) to conform the text of this Indenture, Guarantees Guarantees, the Intercreditor Agreement, the Junior Lien Intercreditor Agreement, the Security Documents or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum Circular dated November 21, 2022, relating to the initial offering of the Notes, to the extent that such provision in such the “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee Guarantees, the Intercreditor Agreement, the Junior Lien Intercreditor Agreement, the Security Documents or Notes; orthe Notes as set forth in an Officer’s Certificate; (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this IndentureNotes, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance Notes and to comply with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect laws, including in connection with the rights issuance of Holders to transfer Notes.additional notes; (1112) to add additional assets as or release Collateral from, or to release any Collateral from subordinate, the liens securing the Notes, in each case pursuant to the terms Lien of this Indenture, the Collateral Documents relating to the Notes Indenture and the Intercreditor Agreement, as and Security Documents when permitted or required by the Security Documents, this IndentureIndenture the Intercreditor Agreement or the Junior Lien Intercreditor Agreement; (13) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Collateral Agent for the benefit of itself, the Collateral Documents relating to Trustee and the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Notes Obligations, on any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or on which a Lien is required to be granted to, in favor of or for the Intercreditor Agreement. In additionbenefit of the Trustee, the Collateral Agent and or the Trustee are authorized to amend the Collateral Documents relating to Holders of the Notes pursuant to comply with this Indenture, any of the provisions hereof and thereofSecurity Documents or otherwise; and (14) to add Additional First Lien Secured Parties or Junior Lien Secured Parties to any Security Documents, the Intercreditor Agreement or the Junior Lien Intercreditor Agreement. Upon the request of the Issuer Company accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding anything to the foregoingcontrary herein, neither an Opinion the Guarantors that are Guarantors at the time of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a any supplemental indenture to this Indentureindenture, the form sole purpose of which is attached as Exhibit D heretoto add one or more Guarantors, need not be a party to such supplemental indenture.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof8.2 of this First Supplemental Indenture, the IssuerIssuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes without the consent of any HolderHolder of a Note: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3c) to comply with provide for the assumption of an Issuer’s obligations to the Holders of Notes pursuant to Section 5.01 5 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder, provided that any change to conform this Indenture to the Prospectus shall not be deemed to adversely affect the legal rights hereunder of any Holder; (6e) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 hereof or otherwise; (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (g) to add covenants for any additional Subsidiary Guarantor with respect to the benefit of the Holders Notes or to surrender evidence the release of any right or power conferred upon the Issuer or any GuarantorSubsidiary Guarantor from its Subsidiary Guarantee in accordance with Section 9 hereof; (7h) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (i) to evidence and or provide for the acceptance and of appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof;Trustee; or (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9j) to conform the text of this Indenture, the Subsidiary Guarantees or the Notes to any provision of described in the “Description of the Notes” section of contained in the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofProspectus. Upon the request of the Issuer Company accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 8.6 hereof, the Trustee shall join with the Issuer Issuers and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder, the Issuer, the Guarantors, the Security Agent and the Trustee (as applicable) may amend or supplement this Indenture, the Notes, the Guarantee, the Collateral Trust Deed, the North American Intercreditor Agreement, any Additional Intercreditor Agreement or any Security Document: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any a Guarantor’s obligations to the HoldersHolders of the Notes and Guarantee in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets pursuant to Article 5 hereof, as applicable; (54) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such HolderHolder in any material respect; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (95) to conform the text of this Indenture, Guarantees the Guarantee, the Security Documents, or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Guarantee, the Security Documents, or the Notes; or; (106) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act enter into additional or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.supplemental Security Documents; (117) to add additional assets as Collateral or to release any Guarantee in accordance with the terms of this Indenture; (8) to release the Collateral from the liens securing the Notes, in each case pursuant to accordance with the terms of this Indenture, the Collateral Documents relating Trust Deed and the Security Documents; (9) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (10) to allow any additional Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes Notes; or (11) to evidence and provide the Intercreditor Agreement, as and when permitted or required by acceptance of the appointment under this Indenture, the Collateral Documents relating Trust Deed, the North American Intercreditor Agreement or any Additional Intercreditor Agreement or any Security Document of a successor Trustee or the Security Agent pursuant to the Notes requirements thereof or to provide for the accession by the Trustee or Security Agent to the Collateral Trust Deed, the North American Intercreditor Agreement, any Additional Intercreditor Agreement or any Security Document. In additionformulating its opinion on such matters described in this Section 9.01, the Collateral Agent Trustee shall be entitled to rely absolutely on such evidence as it deems appropriate, including an Opinion of Counsel and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofan Officer’s Certificate. Upon the request of the Issuer accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and the Security Agent of the documents described in Section 7.02 hereof, the Trustee shall and the Security Agent will join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee shall have nor the right, but not Security Agent will be obligated to, to enter into such amended or supplemental indenture that affects its own rightsrights liabilities, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the IssuerIssuers, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes without the consent of any Holder: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes or to provide for the issuance of Additional Notes; (3c) to comply with Section 5.01 hereof; (4d) to provide the assumption of the any Issuer’s or any Guarantor’s obligations to the Holders; (5e) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under this Indenture of any such Holder; (6f) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the any Issuer or any Guarantor; (7g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (h) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) i) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (j) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantorsecure the Obligations hereunder; (9k) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision as described in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notesan Officer’s Certificate; or (10l) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors Parent Guarantor (with respect to the Guarantee or this Twenty-Sixth Supplemental Indenture) and the Trustee may amend or supplement this Indenture and any Twenty-Sixth Supplemental Indenture, Notes or the Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect evidence the succession of another corporation to the Issuer or inconsistency;the Parent Guarantor and the assumption by such successor of the covenants of the Issuer or the Parent Guarantor in compliance with the requirements set forth in this Twenty-Sixth Supplemental Indenture; or (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations add to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer or the Parent Guarantor; or (3) to add any Guarantor;additional Events of Default; or (4) to change or eliminate any of the provisions of this Twenty-Sixth Supplemental Indenture, provided that any such change or elimination shall become effective only when there are no outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; or (5) to secure the Notes; or (6) to supplement any of the provisions of this Twenty-Sixth Supplemental Indenture to such extent necessary to permit or facilitate the defeasance and discharge of the Notes, provided that any such action does not adversely affect the interests of the Holders of the Notes in any material respect; or (7) to evidence and provide for the acceptance and of appointment under this Indenture of hereunder by a successor Trustee hereunder pursuant and to add to or change any of the requirements hereof;provisions of this Twenty-Sixth Supplemental Indenture necessary to provide for or facilitate the administration of the trusts by more than one Trustee; or (8) to add a Guarantor under cure any ambiguity to correct or supplement any provision of this Twenty-Sixth Supplemental Indenture which may be defective or to remove inconsistent with any Parent Guarantor that is not a Restricted Parent Guarantor;other provision; or (9) to change any place or places where the principal of and premium, if any, and interest, if any, on the Notes shall be payable, the Notes may be surrendered for registration or transfer, the Notes may be surrendered for exchange, and notices and demands to or upon the Issuer may be served; or (10) to comply with requirements of the SEC in order to effect or maintain the qualification of this Twenty-Sixth Supplemental Indenture under the Trust Indenture Act; or (11) to conform the text of this Twenty-Sixth Supplemental Indenture, Guarantees the Guarantee or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum Prospectus to the extent that such provision in such “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Twenty-Sixth Supplemental Indenture, the Guarantee or the Notes; or (1012) to make any amendment to the provisions of this Twenty-Sixth Supplemental Indenture relating to the transfer and legending of Notes as permitted by this Twenty-Sixth Supplemental Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Twenty-Sixth Supplemental Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors Parent Guarantor in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Twenty-Sixth Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Twenty-Sixth Supplemental Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02 hereof, the Issuer, Holdings (with respect to the Guarantors Holdings Guarantee or this Indenture), Intermediate Holdings (with respect to the Intermediate Holdings Guarantee or this Indenture), any Note Guarantor (with respect to its Note Guarantee or this Indenture), the Trustee and the Trustee Collateral Agent may amend or supplement this Indenture Indenture, the Notes, the Holdings Guarantee, the Intermediate Holdings Guarantee, the Note Guarantees, the Collateral Documents and any Guarantee or Notes the Intercreditor Agreements without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s ’s, Holdings’, Intermediate Holdings’ or any Note Guarantor’s obligations to the HoldersHolders under this Indenture, the Notes, the Collateral Documents and the Intercreditor Agreements; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture Indenture, the Collateral Documents or the Intercreditor Agreements of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Issuer, Holdings, Intermediate Holdings or any Note Guarantor; (7) to comply with requirements of the SEC in order to effect the qualification of this Indenture under the Trust Indenture Act; (8) to provide for the appointment or a successor or replacement Collateral Agent under the Collateral Documents or Intercreditor Agreements; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) 10) to provide for the issuance of Additional Notes; (11) to add a Note Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent GuarantorIndenture; (912) to conform the text of this Indenture, Guarantees the Holdings Guarantee, the Intermediate Holdings Guarantee, the Note Guarantees, Notes, the Collateral Documents, or the Notes Intercreditor Agreements to any provision of the “Description of the Notesnotes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee Note Guarantee, the Holdings Guarantee, the Intermediate Holdings Guarantee, the Collateral Documents, the Intercreditor Agreements or Notes; or; (1013) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; (1114) to add additional assets as make any change that does not adversely affect the rights of any Holder in any material respect; (15) to confirm or complete the grant of, secure, or expand the Collateral securing, the Notes, the Holdings Guarantee, the Intermediate Holdings Guarantee and the Note Guarantees; (16) to confirm and evidence the release, termination or to release discharge of any Collateral from the liens Lien securing the Notes, the Intermediate Holdings Guarantee or a Note Guarantee in each case pursuant to accordance with the terms of this Indenture, the Collateral Documents relating to or the Notes Intercreditor Agreements; or (17) as provided by the Collateral Documents and the Intercreditor Agreement, as Agreements with respect to amendments and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofsupplements. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indentureindenture or any amendment or supplement to the Holdings Guarantee, the Intermediate Holdings Guarantee, the Note Guarantees, the Collateral Documents and the Intercreditor Agreements, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02 9.06 hereof, the Trustee and the Collateral Agent shall join with the Issuer Issuer, Holdings, Intermediate Holdings and the Note Guarantors in the execution of any amended or supplemental indenture or any amendment or supplement to the Holdings Guarantee, the Intermediate Holdings Guarantee, the Note Guarantees, the Collateral Documents and the Intercreditor Agreements, in each case, authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee nor the Collateral Agent shall have the right, but not be obligated to, to enter into such amended or supplemental indenture or any amendment or supplement to the Holdings Guarantee, the Intermediate Holdings Guarantee, the Note Guarantees, the Collateral Documents and the Intercreditor Agreements, in each case, that affects its own rights, duties or immunities under this Indenture or otherwise. (b) The Holders will be deemed to have consented for purposes of the Collateral Documents and the Intercreditor Agreements to any of the following amendments, waivers and other modifications to the Collateral Documents and the Intercreditor Agreements: (1) to add other parties (or any authorized agent thereof or trustee therefor) holding Pari Passu Secured Indebtedness that is Incurred in compliance with the Credit Agreement, this Indenture and the Collateral Documents and (B) to establish under the Intercreditor Agreements that (i) the Liens on any Collateral securing such Pari Passu Secured Indebtedness shall be pari passu with the Liens on such Collateral securing the Obligations under this Indenture and the Notes and junior to the Liens on such Collateral securing any First Priority Lien Obligations and (ii) all proceeds of the Collateral remaining after the First Priority Lien Obligations Payment Date shall be payable to the Collateral Agent and the representative for such Pari Passu Secured Indebtedness on a pro rata basis based on the aggregate outstanding principal amount of Obligations under this Indenture and the Notes and under such Pari Passu Secured Indebtedness, all on the terms provided for in the Intercreditor Agreements as in effect immediately prior to such amendment; (2) to add other parties (or any authorized agent thereof or trustee therefor) holding First Priority Lien Obligations that is Incurred in compliance with the Credit Agreement, this Indenture and the Collateral Documents and (B) to establish under the Intercreditor Agreements that the Liens on any Collateral securing such Indebtedness shall be First Priority Lien Obligations and senior to the Liens on such Collateral securing any obligations under this Indenture and the Notes, all on the terms provided for in the Intercreditor Agreements in effect immediately prior to such amendment; (3) to add other parties (or any authorized agent thereof or trustee therefor) holding Junior Lien Collateral Indebtedness that is Incurred in compliance with this Indenture and the Collateral Documents and (B) to establish under the Intercreditor Agreements that the Liens on any Collateral securing such Indebtedness shall be junior to the Liens on such Collateral securing the First Priority Lien Obligations and any obligations under this Indenture and the Notes, all on the terms provided for in the Intercreditor Agreements in effect immediately prior to such amendment; (4) to effectuate the release of assets included in the Collateral from the Liens securing the Notes in accordance with this Indenture or the Collateral Documents if those assets are owned by Intermediate Holdings or a Note Guarantor and Intermediate Holdings or that Note Guarantor is released from its Intermediate Holdings Guarantee or Note Guarantee in accordance with the terms of this Indenture; (5) to establish that the Liens on any Collateral securing any Indebtedness replacing the Credit Agreement permitted to be incurred under Section 4.09(b)(1) that represent First Priority Lien Obligations shall be senior to the Liens on such Collateral securing any obligations under this Indenture, the Notes, the Intermediate Holdings Guarantee and the Note Guarantees, which obligations shall continue to be secured on a junior basis on the Collateral; and (6) upon any cancellation or termination of the Credit Agreement without a replacement or refinancing thereof, to establish that the Collateral shall become senior priority Collateral. Notwithstanding Any such additional party and the foregoingadministrative agent under the Credit Agreement, neither an Opinion of Counsel nor the Trustee and the Collateral Agent shall be entitled to conclusively rely upon an Officer’s Certificate certifying that such Indebtedness was issued or borrowed in compliance with the Credit Agreement, this Indenture and the Collateral Documents. The Collateral Agent shall sign any amendment, waiver or other modification to the Collateral Documents and the Intercreditor Agreements set forth in this Section 9.01(b) if such amendment, waiver or other modification does not adversely affect the rights, duties, liabilities or immunities of the Collateral Agent. In executing any amendment, waiver or other modification to the Collateral Documents and the Intercreditor Agreements set forth in this Section 9.01(b), the Collateral Agent shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon an Officer’s Certificate stating that the execution of such amendment, waiver or other modification is authorized or permitted by the applicable Collateral Document and/or Intercreditor Agreement, as the case may be, and complies with the provisions thereof. Notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel shall be required in connection with the addition execution by the Collateral Agent of a Guarantor under this Indenture (any amendment, waiver or other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor modification to the Collateral Documents and the Trustee of a supplemental indenture to Intercreditor Agreements set forth in this Indenture, the form of which is attached as Exhibit D heretoSection 9.01(b).

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the IssuerCompany, any Guarantor (with respect to a Guarantee, this Indenture, the Guarantors Intercreditor Agreement or the Security Documents to which it is a party) and the Trustee (or the Collateral Agent, as applicable) may amend or supplement this Indenture and or any Guarantee Guarantee, Note, Security Documents, the Intercreditor Agreement or Notes the Junior Lien Intercreditor Agreement without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the IssuerCompany’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially and adversely affect the legal rights under this Indenture of any such HolderHolder under this Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreement or the Junior Lien Intercreditor Agreement; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Company or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; 128 (8) to provide for the issuance of Additional Notes in accordance with this Indenture or exchange notes or private exchange notes with respect hereof; (8) 9) to add a Guarantor under this Indenture Indenture, the Security Documents, the Intercreditor Agreement or to remove any Parent Guarantor that is not a Restricted Parent Guarantorthe Junior Lien Intercreditor Agreement; (910) to conform the text of this Indenture, Guarantees Guarantees, the Intercreditor Agreement, the Junior Lien Intercreditor Agreement, the Security Documents or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum Circular dated August 20, 2020, relating to the initial offering of the Notes, to the extent that such provision in such the “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee Guarantees, the Intercreditor Agreement, the Junior Lien Intercreditor Agreement, the Security Documents or Notes; orthe Notes as set forth in an Officer’s Certificate; (1011) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this IndentureNotes, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance Notes and to comply with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect laws, including in connection with the rights issuance of Holders to transfer Notes.additional notes; (1112) to add additional assets as or release Collateral from, or to release any Collateral from subordinate, the liens securing the Notes, in each case pursuant to the terms Lien of this Indenture, the Collateral Documents relating to the Notes Indenture and the Intercreditor Agreement, as and Security Documents when permitted or required by the Security Documents, this IndentureIndenture the Intercreditor Agreement or the Junior Lien Intercreditor Agreement; (13) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Collateral Agent for the benefit of itself, the Collateral Documents relating to Trustee and the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Notes Obligations, on any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or on which a Lien is required to be granted to, in favor of or for the Intercreditor Agreement. In additionbenefit of the Trustee, the Collateral Agent and or the Trustee are authorized to amend Holders of the Collateral Documents relating Notes pursuant to the Notes Indenture, any of the Security Documents or otherwise; and (14) to comply with add Additional First Lien Secured Parties or Junior Lien Secured Parties to any Security Documents, the provisions hereof and thereofIntercreditor Agreement or the Junior Lien Intercreditor Agreement. Upon the request of the Issuer Company accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding anything to the foregoingcontrary herein, neither an Opinion the Guarantors that are Guarantors at the time of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a any supplemental indenture to this Indenture129 indenture, the form sole purpose of which is attached as Exhibit D heretoto add one or more Guarantors, need not be a party to such supplemental indenture.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder of Notes, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes or Notes without the consent of any HolderNote Guarantees: (1a) to cure any ambiguity, omission, mistake, defect or inconsistency, as evidenced by an Officers’ Certificate; (2b) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4c) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in the case of a merger or consolidation or disposition of all or substantially all of the Issuer’s or any such Guarantor’s obligations to the Holdersproperties or assets, as applicable; (5d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder, including to comply with requirements of the SEC or DTC in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S under the Securities Act; (6e) to add covenants for the benefit comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or any Guarantorqualification of this Indenture under the TIA; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9f) to conform the text of this Indenture, Guarantees the Notes or the Notes Note Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum Memorandum, as set forth in an Officers’ Certificate; (g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (h) to secure the Notes or the Note Guarantees, including pursuant to the extent that such provision requirements of Section 4.12 hereof; (i) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in such “Description of the notes” section was intended to be a verbatim recitation of a provision of each case as provided in this Indenture, Guarantee or Notesprovided that any supplemental indenture to add additional Guarantors need only be signed by the Issuer, the Company, such additional Guarantor and the Trustee; or (10j) to make any amendment to evidence or provide for the provisions acceptance of appointment under this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofa successor Trustee. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding the first paragraph of Section 9.02 hereof9.02, the IssuerParent Guarantor, the Guarantors Issuer and the Trustee and, if applicable, the Collateral Agent, may amend or supplement this Indenture Indenture, the Security Documents and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (3) to comply with Section 5.01 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (52) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (63) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer Parent Guarantor or any Guarantorthe Issuer; (74) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder or a successor Collateral Agent thereunder pursuant to the requirements hereofthereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (105) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; (116) to add additional assets as Collateral or Collateral, including, for the avoidance of doubt, entering into deposit account control agreements, securities account control agreements, bailee agreements and similar agreements pertaining to control over Collateral; (7) to release any Collateral from the liens Lien securing the Notes, in each case Notes pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes Indenture and the Intercreditor Agreement, as and Security Documents when permitted or required by this IndentureIndenture and the Security Documents; and (8) in the case of any deposit account control agreement, securities account control agreement, bailee agreement or other similar agreement pertaining to “control” over the Collateral, in each case (a) providing for control and perfection of Collateral Documents relating and (b) to the Notes or the Intercreditor Agreement. In addition, which the Collateral Agent is a party, at the request and sole expense of the Trustee are authorized Issuer, and without the consent of the Collateral Agent, to amend the Collateral Documents relating any such agreement to the Notes to comply with the provisions hereof and thereofsubstitute a successor representative for such representative. Upon the request of the Parent Guarantor and the Issuer accompanied by a resolution of its board their respective boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.05, the Trustee and/or the Collateral Agent shall join with the Issuer Parent Guarantor and the Guarantors Issuer in the execution of any amended or supplemental indenture or security documents, intercreditor agreement or amendments thereto, in each case, authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and/or the Collateral Agent shall have the right, but not be obligated to, to enter into such amended or supplemental indenture or security documents, intercreditor agreement or any amendment thereto that affects its their own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Fifteenth Supplemental Indenture to which it is a party) and the Trustee may amend or supplement this Indenture and Fifteenth Supplemental Indenture, any Security Document, any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency;evidence the succession of another corporation to the Issuer and the assumption by such successor of the covenants of the Issuer in compliance with the requirements set forth in this Fifteenth Supplemental Indenture; or (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations add to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer Issuer; or (3) to add any additional Events of Default; or (4) to change or eliminate any Guarantor;of the provisions of this Fifteenth Supplemental Indenture, provided that any such change or elimination shall become effective only when there are no outstanding Notes of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture would apply; or (5) to add a Guarantor to the Notes; or (6) to supplement any of the provisions of this Fifteenth Supplemental Indenture to such extent necessary to permit or facilitate the defeasance and discharge of the Notes, provided that any such action does not adversely affect the interests of the Holders of the Notes in any material respect; or (7) to evidence and provide for the acceptance and of appointment under this Indenture of hereunder by a successor Trustee hereunder pursuant and to add to or change any of the requirements hereof;provisions of this Fifteenth Supplemental Indenture necessary to provide for or facilitate the administration of the trusts by more than one Trustee; or (8) to add a Guarantor under cure any ambiguity to correct or supplement any provision of this Fifteenth Supplemental Indenture which may be defective or to remove inconsistent with any Parent Guarantor that is not a Restricted Parent Guarantor;other provision; or (9) to change any place or places where the principal of and premium, if any, and interest, if any, on the Notes shall be payable, the Notes may be surrendered for registration or transfer, the Notes may be surrendered for exchange, and notices and demands to or upon the Issuer may be served; or (10) to comply with requirements of the SEC in order to effect or maintain the qualification of this Fifteenth Supplemental Indenture under the Trust Indenture Act; or (11) to conform the text of this Fifteenth Supplemental Indenture, the Guarantees or the Notes to any provision of the “Description of the NotesSecured notes” section of the Offering Memorandum Prospectus to the extent that such provision in such “Description of the Secured notes” section was intended to be a verbatim recitation of a provision of this Fifteenth Supplemental Indenture, Guarantee the Guarantees or the Notes; or (1012) to make any amendment to the provisions of this Fifteenth Supplemental Indenture relating to the transfer and legending of Notes as permitted by this Fifteenth Supplemental Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Fifteenth Supplemental Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; or (1113) to add mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the First Lien Collateral Agent for the benefit of the Holders of the Notes, as additional assets as security for the payment and performance of all or any portion of the Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Fifteenth Supplemental Indenture, any of the Security Documents or otherwise; or (14) to release any Collateral from the liens securing the Notes, in each case pursuant to the terms Lien of this Indenture, the Collateral Documents relating to the Notes Fifteenth Supplemental Indenture and the Intercreditor Agreement, as and Security Documents when permitted or required by the Security Documents or this Fifteenth Supplemental Indenture; or (15) to add Additional First Lien Secured Parties or additional ABL Secured Parties, the Collateral to any Security Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply in accordance with the provisions hereof and thereofsuch Security Documents. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Fifteenth Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Fifteenth Supplemental Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Fifteenth Supplemental Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Fifteenth Supplemental Indenture, the form of which is attached as Exhibit D B hereto, and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors Issuer and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2a) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3b) to comply with Section 5.01 hereof; (4c) to provide secure the assumption of the Issuer’s or any Guarantor’s obligations Notes as required by this Indenture including pursuant to the HoldersSection 4.08; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7d) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) e) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (f) to add a Guarantor under this Indenture or to remove Indenture; (g) during any Parent Guarantor period that is not a Restricted Parent Guarantor; (9) to conform the text of this IndentureHolding Period, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that however, that, (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.; (11h) during any period that is not a Holding Period, to cure any ambiguity, omission, defect or inconsistency contained herein; (i) during any period that is not a Holding Period, to add additional assets as Collateral to the covenants of the Issuer for the benefit of the Holders or to release surrender any Collateral from right or power conferred upon the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes Issuer or the Intercreditor Agreement. In additionother Obligors; or (j) during any period that is not a Holding Period, to make any change that does not adversely affect the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereoflegal rights hereunder of any Holder. Upon the request of the Issuer accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 and 9.05 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, the Issuer, the Parent Guarantor, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture and any Indenture, the Parent Guarantee, the applicable Subsidiary Guarantee or the Notes without the consent of any HolderHolder of a Note: (1) to cure any ambiguity, omission, mistake, defect or inconsistencyinconsistency as evidenced by an Officer’s Certificate; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 provide for the assumption of the Issuer’s, the Parent Guarantor’s or the Subsidiary Guarantors’ obligations to the Holders of the Notes, the Parent Guarantee or Subsidiary Guarantees by a successor to the Issuer, the Parent Guarantor or such Subsidiary Guarantor, if any, pursuant to Article 5 or Article 10 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;comply with Section 4.10 hereof; or (7) to evidence and provide for the acceptance and appointment under this Indenture of by a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofTrustee. Upon the request of the Issuer Parent Guarantor accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 12.04 hereof, the Trustee shall will join with the Issuer Issuer, the Parent Guarantor and the Guarantors Subsidiary Guarantors, if any, in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither After an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor amendment or waiver under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenturebecomes effective, the form Issuer shall mail to the Holders of which is attached as Exhibit D heretoeach Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the IssuerCompany, the Guarantors (except that no existing Guarantor need execute a supplemental indenture substantially in the form of Exhibit F hereto pursuant to clause (8) of this Section 9.01) and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes or the Note Guarantees without the consent of any HolderHolder to: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) provide for the assumption of the Company’s or a Guarantor’s obligations to comply with Section 5.01 Holders and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under hereunder of any Holder; (5) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture of any such Holderunder the TIA; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum Memorandum, to the extent that such provision in such that “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; (7) provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (8) allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee or with respect to the Notes; or (109) to make any amendment to evidence and provide for the provisions acceptance of appointment under this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereofa successor Trustee. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, Company and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer and Company and, if applicable, the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the HoldersHolders in a transaction that complies with this Indenture; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder thereunder pursuant to the requirements hereofthereof; (8) 9) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent GuarantorIndenture; (910) to conform the text of this Indenture, Indenture or the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; (11) to provide for the issuance of Exchange Notes or private exchange notes, which are identical to Exchange Notes except that they are not freely transferable; or (1012) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; providedprovided , however , that (ia) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (iib) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, to enter into any such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an no Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereofof this Indenture, without the consent of any Holder of Notes, the IssuerCompany, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee Indenture, the Notes or Notes without the consent of any HolderNote Guarantees: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide the assumption of the IssuerCompany’s or any a Guarantor’s obligations to the HoldersHolders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; (53) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture hereunder of any such Holder; (64) to add covenants for the benefit comply with requirements of the Holders SEC in order to effect or to surrender any right or power conferred upon maintain the Issuer or any Guarantorqualification of this Indenture under the TIA; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (95) to conform the text of this Indenture, Guarantees the Notes, or the Notes Note Guarantees to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum to the extent that such provision in such that “Description of the notesNotes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee the Notes, or Notesthe Note Guarantees, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or (107) to make allow any amendment Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer Company accompanied by a resolution of its board Board of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuer Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but will not be obligated to, to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.