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

Without Consent of Holders of Notes. (a) Without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 12.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect, mistake or inconsistency; (2) to add to provide for the covenants assumption by a successor of the obligations of the Company for or any Subsidiary Guarantor under this Indenture, the benefit of Security Documents and the Holders or to surrender any right or power herein conferred upon Intercreditor Agreement in accordance with the Companyapplicable provisions thereof; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided, however that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA; (9) provide for the succession of a successor Trustee; provided, however that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Security Documents; (911) to add any additional Collateral provide for the issuance of PIK Interest Notes or to evidence increase the release outstanding principal amount of any Liensthe Notes, in each case as provided in accordance with the limitations set forth in this Indenture or as of the other Note Documents, as applicable; anddate hereof; (1012) with respect to the Collateral Agreements, make any change as provided for in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable.; or (b13) The provide for conversion adjustments in accordance with Article Four in connection with a Reorganization Event. In addition, the Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to add other parties corresponding security documents creating Prior Liens; provided, however that such amendment does not affect the rights, duties, protections, indemnities, immunities or obligations of the Trustee or the Collateral Agent. (b) Upon the request of the Company, and upon receipt by the Trustee or Collateral Agent, as applicable, of the documents described in Section 16.04 and Section 12.06, the Trustee or Collateral Agent shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or supplement authorized agent thereof or trustee therefor) holding Indebtedness subject thereto permitted by the terms of this Indenture and to establish make any further appropriate agreements and stipulations that may be therein contained, but the Liens on any Trustee and the Collateral securing Agent shall not be obligated to enter into such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingamendment or supplement that affects its own rights, duties, protections, obligations, indemnities or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 10.02, the Company, any Subsidiary Guarantor and the Trustee may modify, supplement or amend this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect, mistake or inconsistency; (2) to add to provide for the covenants assumption by a successor of the obligations of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanySubsidiary Guarantor under this Indenture; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee; provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; provided, however, that any change to conform this Indenture to the “Description of Notes” in the Prospectus Supplement will not be deemed to adversely affect such legal rights; (8) to make, complete or confirm comply with any grant requirement of Collateral permitted or required by the SEC in connection with the qualification of this Indenture or any of under the Convertible Note Documents;Trust Indenture Act; or (9) provide for the succession of a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to add any additional Collateral or to evidence the release of any Liens, in each case act as provided in such under this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableIndenture. (b) The Intercreditor Agreement Upon the request of the Company, and upon receipt by the Collateral Trust Agreement Trustee of the documents described in Section 13.04 and Section 10.06, the Trustee shall join with the Company and each Subsidiary 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 not be obligated to enter into such amended in accordance with or supplemental Indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Subject to Section 9.03, without the consent of any HoldersHolder, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, Guarantors and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of this Indenture or the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNotes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4i) to cure any ambiguity, to correct mistake, defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7ii) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9iii) to provide for the assumption by a Successor Company or a successor company of a Guarantor, as applicable, of the Company’s or such Guarantor’s obligations under this Indenture; (iv) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any Holder; (v) to secure the Notes; (vi) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; (vii) to add any additional Collateral or a Guarantee of the Notes; (viii) to evidence conform the release text of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; andNotes to any provision of the “Description of the Notes” included in the Offering Memorandum relating to the Notes; (10ix) with respect to provide for the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended issuance of Additional Notes in accordance with the provisions set forth in this Indenture on the Issue Date; or (x) to release a Guarantor upon its terms and without sale or designation as an Unrestricted Subsidiary or other permitted release from its Guarantee; provided, that such sale, designation or release is in accordance with the consent applicable provisions of any Holderthis Indenture, the Trusteeprovided, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such Indebtedness shall rank equally amendment or supplement complies with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingprovisions of this Section 9.01.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, any Subsidiary Guarantor and the Trustee may modify, supplement or amend this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect, mistake or inconsistency; (2) to add to provide for the covenants assumption by a successor of the obligations of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanySubsidiary Guarantor under this Indenture; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee; provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; provided, however, that any change to conform this Indenture to the “Description of Notes” in the Offering Memorandum will not be deemed to adversely affect such legal rights; (8) to make, complete or confirm comply with any grant requirement of Collateral permitted or required by the SEC in connection with the qualification of this Indenture or any of under the Convertible Note Documents;Trust Indenture Act; or (9) provide for the succession of a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to add any additional Collateral or to evidence the release of any Liens, in each case act as provided in such under this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableIndenture. (b) The Intercreditor Agreement Upon the request of the Company, and upon receipt by the Collateral Trust Agreement Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Subsidiary 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 not be obligated to enter into such amended in accordance with or supplemental Indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Notes; (2) evidence the succession of another Person to the Company or any Subsidiary Guarantor, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Company contained in or any Subsidiary Guarantor under this Indenture pursuant to the Indenture and in the Notesprovisions described under Article Five; (23) to add to the covenants of the Company and the Subsidiary Guarantors further covenants, restrictions, conditions or provisions for the benefit protection of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafterNotes; (4) to cure any ambiguity, to ambiguity or correct or supplement any provision herein which contained in this Indenture that may be defective or inconsistent with any other provision hereincontained in this Indenture, or to make any such other provisions with respect in regard to matters or questions arising under this Indenture as the Indenture, provided Board of Directors may deem necessary or desirable and that such action shall not materially and adversely affect the interests of any Holderthe Holders of the Notes; (5) evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in add to or change any of the Subsidiary Guarantee provisions of such Subsidiary Guarantorthis Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one Trustee pursuant to the requirements of this Indenture; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (7) add additional Subsidiary Guarantees with respect to the Notes and release any Subsidiary Guarantor in accordance with this Indenture; (8) to make, complete or confirm any grant provide for the issuance of Collateral permitted or required by this Indenture or any of the Convertible Note DocumentsAdditional Notes; (9) to add any additional Collateral or to evidence conform the release text of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicableNotes to any provision of the Description of Notes in the offering memorandum related to the Initial Notes; andor (10) comply with respect to any requirement of the Collateral Agreements, as provided SEC in connection with the Intercreditor Agreement or qualification of this Indenture under the Collateral Trust Agreement, as applicableTIA. (b) The Intercreditor Agreement Upon the request of the Company and upon receipt by the Trustee of the documents described under Section 9.06 hereof, the Trustee shall join with the Company and the Collateral Trust Agreement Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without own rights, duties or immunities under this Indenture or otherwise. Notwithstanding anything to the consent of contrary contained herein, any Holdersupplemental indenture executed pursuant to Section 9.01(a)(7) may be executed by the Company, the Subsidiary Guarantor providing such Subsidiary Guarantee and the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Convertible Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Amended Indenture and in the Notes; (2b) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3c) to comply with any requirement alter the provisions of Article 2 hereof or the Restricted Notes Legend relating to the form of the SEC Notes (including any related definitions) in connection with qualifying a manner that does not materially adversely affect the Indenture under the TIA or maintaining such qualification thereafterlegal rights of any Holder; (4d) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the this Amended Indenture, provided that such action shall not adversely affect the interests legal rights of any Holder; (5e) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6f) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7g) to provide for uncertificated Notes in addition to or in place of certificated Notes; (8) h) to make, complete or confirm any grant of Collateral permitted or required by this Amended Indenture or any of the Convertible Note Documents; (9i) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Amended Indenture or the other Convertible Note Documents, as applicable; and (10j) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust and Intercreditor Agreement, as applicable. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without the consent of any HoldersNotwithstanding Section 9.02 hereof, the CompanyIssuer, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, Trustee and the Trustee upon Company RequestCollateral Agent may amend or supplement this Indenture, at any time the Security Documents and from time to timethe Notes and the Issuer, the Trustee, the Collateral Agent and the Guarantors may amend or supplement any of the Note Documents in the following circumstancesGuarantee issued under this Indenture, in form satisfactory to each case, without the Trustee, for consent of any of the following purposesHolder: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, mistake, defect or inconsistency; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes 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 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 connection with the qualification of this Indenture under the Trust Indenture Act, if such qualification is required; (8) to make, complete or confirm any grant of Collateral permitted or required by evidence and provide for the acceptance and appointment under this Indenture or any of a successor Trustee thereunder pursuant to the Convertible Note Documentsrequirements thereof; (9) to add any additional Collateral a Guarantor under this Indenture or to evidence secure the release Notes; (10) to conform the text of any Liens, in each case as provided in this 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 this Indenture, the Guarantees or the Notes was intended to be a verbatim recitation of a provision of the “Description of the Notes”; (11) to provide for the issuance of Additional Notes; (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including to facilitate the issuance and administration of 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; (13) to mortgage, pledge, hypothecate or grant any other Note Lien in favor of the Trustee or the Collateral Agent for the benefit of the Holders, as additional security for the payment and performance of all or any portion of the Notes Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (14) to add Additional First Lien Secured Parties to any Security Documents, as applicable; andto the extent permitted to be so secured by this Indenture; (1015) to enter into any intercreditor agreement having substantially similar terms with respect to the Collateral Agreements, Holders as provided those set forth in the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement or any Junior Lien Intercreditor Agreement, taken as a whole, or any joinder thereto; (16) in the case of any Security Document, to include therein any legend required to be set forth therein pursuant to the First Lien Intercreditor Agreement or the Collateral Trust ABL Intercreditor Agreement or to modify any such legend as required by the First Lien Intercreditor Agreement or the ABL Intercreditor Agreement, as applicable.; or (b17) The Intercreditor Agreement to provide for the succession of any parties to the 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 the ABL Facility, the Senior Secured Credit Facilities, the Existing Secured Notes or any other agreement that is not prohibited by this Indenture. Upon the request of the Issuer accompanied by a resolution of the 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(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Collateral Trust Agreement Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in accordance connection with its terms the addition of a Guarantor under this Indenture upon execution and without delivery by such Guarantor and the consent Trustee of any Holdera supplemental indenture to this Indenture, the Trusteeform of which is attached as Exhibit D hereto, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingdelivery of an Officer’s Certificate.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, without the consent of any HoldersHolder of Notes, the CompanyIssuers, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, Guarantors and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of this Indenture, the Notes or the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesGuarantees to: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguities, defect or inconsistency; (2) to add to the covenants of the Company provide for the benefit assumption of any Issuer’s or Guarantor’s obligations to Holders of Notes in the Holders case of a merger or to surrender any right consolidation or power herein conferred upon sale of all or substantially all of such Issuer’s or Guarantor’s assets in accordance with the Companyrequirements of Article 5 hereof or Section 10.04 hereof, as applicable; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes 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); (4) add any Person as a Guarantor of the Notes or secure the Notes or the Note Guarantees; (5) to comply with the rules of any applicable Depositary; (6) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; (7) make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect in any material respect the legal rights under this Indenture of any such Holder; or (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in conform this Indenture or the other Note Documents, as applicable; and (10) with respect Notes to the Collateral Agreements, as provided descriptions thereof set forth in the Intercreditor Agreement “Description of Notes” section of the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the corresponding provision in such “Description of Notes.” Upon the request of the Issuers accompanied by resolutions of each of their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Collateral Trust AgreementTrustee of the documents described in Section 7.02 hereof, as applicable. (b) The Intercreditor Agreement the Trustee will join with the Issuers and the Collateral Trust Agreement 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 will not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without the consent of any Holderown rights, the Trusteeduties, the Priority Lien Collateral Agent liabilities or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, without the consent of any HoldersHolder, the Company, when authorized by a Board Resolution, each of the any Subsidiary Guarantors, when authorized by a Board Resolution, Guarantor and the Trustee upon Company Requestmay modify, at any time and from time to time, may supplement or amend this Indenture or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNotes to: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect, mistake or inconsistency; (2) to add to provide for the covenants assumption by a successor of the obligations of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanySubsidiary Guarantor under this Indenture; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee; provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; provided, however, that any change to conform this Indenture to the “Description of Notes” in the Offering Memorandum will not be deemed to adversely affect such legal rights; (8) to make, complete or confirm comply with any grant requirement of Collateral permitted or required by the SEC in connection with the qualification of this Indenture or any of under the Convertible Note Documents;Trust Indenture Act; or (9) provide for the succession of a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to add any additional Collateral or to evidence the release of any Liens, in each case act as provided in such under this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableIndenture. (b) The Intercreditor Agreement Upon the request of the Company, and upon receipt by the Collateral Trust Agreement Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Subsidiary 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 not be obligated to enter into such amended in accordance with or supplemental Indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, the Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Subsidiary Guarantees without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder to: (1a) to evidence the succession of another Person to the Company and cure any ambiguity, omission, defect or inconsistency; (b) provide for the assumption by a Surviving Person of the obligations of the Issuer under this Indenture; (c) evidence the assumption by a Surviving Person of the obligations of the Issuer to any such successor Holder and covenants for the protection of the covenants any such Holder; (d) provide for uncertificated Notes in addition to or in place of the Company contained in the Indenture and in the certificated Notes; (2e) provide for any Subsidiary Guarantee with respect to the Notes or to release any Subsidiary Guarantee of the Notes as provided or permitted under this Indenture; (f) make any change that does not adversely affect the rights of any Holder; (g) provide for the issuance of Additional Notes in accordance with this Indenture; (h) comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA or other applicable trust indenture legislation; (i) add to the covenants of the Company Issuer for the benefit of the Holders or to surrender any right or power herein conferred in this Indenture upon the CompanyIssuer; (3j) modify or amend this Indenture to comply with any requirement permit the qualification of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter;indenture supplements hereto; and (4k) to cure any ambiguity, to correct or supplement conform any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect Notes to the Collateral Agreements, as provided provisions under the caption “Description of Notes” in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableOffering Memorandum. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, any Subsidiary Guarantor and the Trustee may modify, supplement or amend this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect, mistake or inconsistency; (2) to add to provide for the covenants assumption by a successor of the obligations of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanySubsidiary Guarantor under this Indenture; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee; provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; provided, however, that any change to conform this Indenture to the “Description of Notes” in the Offering Memorandum will not be deemed to adversely affect such legal rights; (8) to make, complete or confirm comply with any grant requirement of Collateral permitted or required by the Commission in connection with the qualification of this Indenture or any of under the Convertible Note Documents;Trust Indenture Act; or (9) provide for the succession of a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to add any additional Collateral or to evidence the release of any Liens, in each case act as provided in such under this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableIndenture. (b) The Intercreditor Agreement Upon the request of the Company, and upon receipt by the Collateral Trust Agreement Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Subsidiary 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 not be obligated to enter into such amended in accordance with or supplemental Indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, the Company, the Guarantors, the Trustee and (aif applicable) Without the Collateral Agent may amend or supplement this Indenture, the Notes, the Subsidiary Guarantees or the Security Documents, without the consent of any HoldersHolder of a Note, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5b) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes (8) to make, complete or confirm any grant provided that the uncertificated Notes are issued in registered form for purposes of Collateral permitted or required by this Indenture or any Section 163(f) of the Convertible Note DocumentsCode); (9c) provide for the assumption of the Company’s or a Guarantor’s obligations to add the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets or a Guarantor; (d) make any change that would provide any additional Collateral rights or benefits to evidence the release Holders of the Notes or that does not adversely affect the legal rights hereunder of any LiensHolder; (e) provide for the issuance of Additional Notes in accordance with the provisions set forth in this Indenture; (f) add Subsidiary Guarantees with respect to the Notes or add Collateral to secure the Notes or the Subsidiary Guarantees; (g) evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or successor Collateral Agent thereunder pursuant to the requirements herein; or (h) conform the text of the Notes, in each case as provided in the Subsidiary Guarantees, this Indenture or the other Note Security Documents to any provision of the “Description of Notes” section contained in the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of the Notes, the Subsidiary Guarantees, this Indenture, or the Security Documents, as which intent will be established by an Officers’ Certificate. Subject to Section 9.05, upon the request of the 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 hereof, the Trustee (and, if applicable; and (10) with respect to , the Collateral Agreements, as provided Agent) shall join with the Company and the Guarantors in the Intercreditor Agreement execution of any amended or supplemental indenture authorized or permitted by the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement terms of this Indenture and the Collateral Trust Agreement to make any further appropriate agreements and stipulations that may be amended in accordance with its terms and without therein contained, but neither the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or Trustee nor the Collateral Agent shall be obligated to add other parties (enter into such amended or any authorized agent thereof supplemental indenture that affects its own rights, duties or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingimmunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Trustee may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect, mistake or inconsistency; (2) to add to provide for the covenants assumption by a successor of the obligations of the Company for or any Subsidiary Guarantor under this Indenture, the benefit of Security Documents and the Holders or to surrender any right or power herein conferred upon Intercreditor Agreement in accordance with the Companyapplicable provisions thereof; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; (9) provide for the succession of a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture Agreement or any of the Convertible Note Security Documents;, including to secure Additional Pari Passu Indebtedness permitted to be Incurred hereby; or (911) to add make any additional Collateral or to evidence the release of any Liens, in each case change as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided for in the Intercreditor Agreement or the Collateral Trust Agreement. In addition, as applicable. (b) The the Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent Trustee or the Collateral Agent Trustee with the consent of the parties thereto or otherwise in accordance with its terms, including to add additional Pari Passu Indebtedness and add Junior Lien Indebtedness and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall (x) in the case of Pari Passu Indebtedness, rank equally with the Liens on such Collateral Securing securing the Convertible Note Obligations other Pari Passu Indebtedness then Outstandingoutstanding and (y) in the case of Junior Lien Indebtedness, rank junior to the Liens on such Collateral securing the Pari Passu Indebtedness then outstanding. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Trustee in connection with any amendments to corresponding security documents creating Prior Liens. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 13.04 and Section 9.06, the Trustee shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or 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 not be obligated to enter into such amendment or supplement that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Without the consent of any HoldersNotwithstanding Section 9.02 hereof, the Company, when authorized by any Subsidiary Guarantor (with respect to a Board ResolutionSubsidiary Guarantee or this Indenture to which it is a party), each the Trustee and, in the case of the Subsidiary GuarantorsSecurity Documents, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to timeCollateral Agent, may amend or supplement this Indenture, any Security Document and any Subsidiary Guarantee or Notes or the Intercreditor Agreement without the consent of the Note Documents any Holder in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesorder to: (1a) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained ambiguity, defect, mistake or inconsistency in the Indenture and in the Notesthis Indenture; (2b) to add to comply with the covenants of the Company for the benefit of the Holders provisions described under Section 5.01 or to surrender any right or power herein conferred upon the CompanySection 4.15 hereto; (3c) to comply with any requirement requirements of the SEC in connection with qualifying the qualification of this Indenture under the TIA or maintaining such qualification thereafterTrust Indenture Act; (4d) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to evidence and provide for the acceptance of appointment by a successor Trustee; (e) make any other provisions with respect change that would provide any additional rights or benefits to matters the Holders or questions arising under make any change that, in the Indenturegood faith opinion of the Board of Directors of the Company as evidenced by a board resolution delivered to the Trustee, provided that such action shall does not materially and adversely affect the interests rights of any Holder; (5f) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place replacement of certificated Notes; (8) g) provide for the issuance of Additional Notes in accordance with the Indenture; (h) add or release Subsidiary Guarantees with respect to makethe Notes, complete in each case, in accordance with the applicable provisions of this Indenture; (i) add additional assets as Collateral or confirm any grant of Collateral permitted or required by this Indenture or any release Collateral, in each case, in accordance with the applicable provisions of the Convertible Note Indenture and the Security Documents; (9j) enter into additional or supplemental Security Documents in accordance with the applicable provisions of the Indenture and Security Documents; or (k) conform the text of this Indenture, the Notes, the Subsidiary Guarantees or the Security Documents to any provision of the “Description of the Notes” section of the Offering Memorandum; or (l) to add any additional Collateral or to evidence provide for the release accession of any Liensparties to the Security Documents and Intercreditor Agreement (and other amendments that are administrative or ministerial in nature) in connection with the issuance or incurrence of Pari Passu Lien Indebtedness. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in each case as provided Section 7.02 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the other Note Documentsforegoing, as applicable; and (10) no Opinion of Counsel shall be required in connection with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement addition of a Subsidiary Guarantor under this Indenture upon execution and delivery by such Subsidiary Guarantor and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent Trustee of any Holdera supplemental indenture to this Indenture, the Trusteeform of which is attached as Exhibit D hereto, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingdelivery of an Officers’ Certificate.

Without Consent of Holders of Notes. (a) Without the consent of any HoldersNotwithstanding Section 9.02 hereof, the CompanyIssuers, when authorized by any Guarantor (with respect to a Board ResolutionGuarantee or this Indenture), each of the Subsidiary Guarantors, when authorized by a Board Resolution, Trustee and the Trustee upon Company Request, at any time and from time to time, Notes Collateral Agent may amend or supplement any Notes Documents without the consent of any Holder and the Issuers may direct the Trustee or the Notes Collateral Agent, and the Trustee or the Notes Collateral Agent shall (upon receipt of the Note Documents in documents required by the following circumstanceslast paragraph of this Section 9.01), in form satisfactory enter into an amendment to the Trustee, for any of the following purposesNotes Documents to: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, mistake, defect or inconsistency; (2) to add provide for the assumption by a successor Person of the obligations of the Issuers or a Guarantor under any Notes Document pursuant to the covenants terms of this Indenture; (3) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (4) to comply with Section 5.01 hereof; (5) to provide for the assumption by a successor entity of the Company obligations of either of the Issuers or any Guarantor to the Holders under the Notes Documents in accordance with Section 5.01 hereof; (6) 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 of any such Holder under this Indenture; (7) to add covenants for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanyIssuers or any Guarantor; (3) 8) to comply with any requirement requirements of the SEC in connection with qualifying order to effect or maintain the qualification of this Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Trust Indenture or any of the Convertible Note DocumentsAct; (9) to add any additional Collateral or to evidence and provide for the release of any Liens, in each case as provided in acceptance and appointment under this Indenture of a successor Trustee or Notes Collateral Agent, provided that the other Note Documents, successor Trustee or Notes Collateral Agent is otherwise qualified and eligible to act as applicable; andsuch under the terms of this Indenture; (10) 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; (11) to add a Guarantor or a co-obligor of the Notes under this Indenture or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Collateral AgreementsNotes when such release, as termination, discharge or retaking is provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended for in accordance with its terms and without permitted by the consent term of any Holderthis Indenture, Collateral Documents and the TrusteePari Passu Intercreditor Agreement; (12) to add security to or for the benefit of the Notes; (13) to conform the text of this Indenture, the Priority Lien Collateral Agent Guarantees or the Collateral Agent Notes to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.provision of

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 hereof, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Note Documents without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, mistake, error, defect or inconsistency; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Subsidiary Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Subsidiary Guarantor’s assets pursuant to Article 5 of this Indenture (if applicable); (4) 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; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture, the Subsidiary Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum, to the extent that such provision in the “Description of the Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of this Indenture, the Notes or the Subsidiary Guarantees, as evidenced by an Officer’s Certificate; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements thereof; (8) to make, complete or confirm any grant provide for the issuance of Collateral permitted or required by Additional Notes in accordance with the limitations set forth in this Indenture or any of the Convertible Note DocumentsIndenture; (9) to add allow any additional Collateral or Subsidiary Guarantor to evidence execute a supplemental indenture substantially in the release form of any Liens, in each case as provided in this Indenture or Exhibit D hereto and/or a Subsidiary Guarantee with respect to the other Note Documents, as applicable; andNotes; (10) with respect to release any Subsidiary Guarantor from its Subsidiary Guarantee pursuant to this Indenture when permitted or required by this Indenture; (11) to grant or provide any collateral for the benefit of the Notes and execute any documentation in connection therewith; (12) to make any amendment to the Collateral Agreementsprovisions of this Indenture relating to the transfer and legending of Notes not prohibited by the Indenture, as provided including to facilitate the issuance and administration of Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; or (13) to comply with the rules and procedures of any applicable securities depository. Upon the request of the Company, accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 12.02 and Section 9.05 hereof the Trustee shall join with the Company and the Subsidiary Guarantors in the Intercreditor Agreement execution of any amended or supplemental indenture authorized or permitted by the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement terms of this Indenture and the Collateral Trust Agreement to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.2 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNote: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4i) to cure any ambiguity, defect or inconsistency; (ii) to correct provide for uncertificated Notes in addition to or supplement any provision herein which may be defective in place of certificated Notes; (iii) to provide for the assumption of the Company's obligations to the Holders of the Notes pursuant to Article 5 or inconsistent with any other provision herein, Section 10.4(b) hereof; (iv) to secure the Notes pursuant to the requirements of Section 4.12 or otherwise; (v) to make any other provisions with respect change that would provide any additional rights or benefits to matters the Holders of the Notes or questions arising under the Indenture, provided that such action shall does not adversely affect the interests legal rights under this Indenture of any such Holder; (5vi) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) 10.2 hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) 10.4 hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes herein and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6vii) to release a Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee pursuant to Section 10.03 10.5 hereof;, or (7viii) to provide for uncertificated Notes comply with requirements of the Commission in addition order to effect or in place maintain the qualification of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of under the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableTIA. (b) The Intercreditor Agreement Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.6 hereof, the Trustee shall join with the Company and the Collateral Trust Agreement Subsidiary Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental Indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding SECTION 9.2, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNote: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4i) to cure any ambiguity, defect or inconsistency; (ii) to correct provide for uncertificated Notes in addition to or supplement any provision herein which may be defective in place of certificated Notes; (iii) to provide for the assumption of the Company's obligations to the Holders of the Notes pursuant to ARTICLE 5 or inconsistent with any other provision herein, or SECTION 10.4(b); (iv) to secure the Notes; (v) to make any other provisions with respect change that would provide any additional rights or benefits to matters the Holders of the Notes or questions arising under the Indenture, provided that such action shall does not adversely affect the interests legal rights under this Indenture of any such Holder; (5vi) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof SECTION 10.2 or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof SECTION 10.4 and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes herein and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6vii) to release a Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee pursuant to Section 10.03 hereof;SECTION 10.5, or (7viii) to provide for uncertificated Notes comply with requirements of the Commission in addition order to effect or in place maintain the qualification of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of under the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableTIA. (b) The Intercreditor Agreement Upon the request of the Company accompanied by a Board Resolution of its Board of Directors authorizing the execution of any such amendment or supplemental Indenture, and upon receipt by the Trustee of the documents described in SECTION 9.6, the Trustee shall join with the Company and the Collateral Trust Agreement Subsidiary Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental Indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without the consent of any HoldersNotwithstanding hereof, the Company, when authorized by any Subsidiary Guarantor (with respect to a Board ResolutionSubsidiary Guarantee or this Indenture to which it is a party), each the Trustee and, in the case of the Subsidiary GuarantorsSecurity Documents, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to timeCollateral Agent, may amend or supplement this Indenture, any Security Document and any Subsidiary Guarantee or Notes or the Intercreditor Agreement without the consent of the Note Documents any Holder in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesorder to: (1a) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained ambiguity, defect, mistake or inconsistency in the Indenture and in the Notesthis Indenture; (2b) to add to comply with the covenants of the Company for the benefit of the Holders provisions described under or to surrender any right or power herein conferred upon the Companyhereto; (3c) to comply with any requirement requirements of the SEC in connection with qualifying the qualification of this Indenture under the TIA or maintaining such qualification thereafterTrust Indenture Act; (4d) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to evidence and provide for the acceptance of appointment by a successor Trustee; (e) make any other provisions with respect change that would provide any additional rights or benefits to matters the Holders or questions arising under make any change that, in the Indenturegood faith opinion of the Board of Directors of the Company as evidenced by a board resolution, provided that such action shall does not materially and adversely affect the interests rights of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6f) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place replacement of certificated Notes; (8) g) provide for the issuance of Additional Notes in accordance with the Indenture; (h) add or release Subsidiary Guarantees with respect to makethe Notes, complete in each case, in accordance with the applicable provisions of this Indenture; (i) add additional assets as Collateral or confirm any grant of Collateral permitted or required by this Indenture or any release Collateral, in each case, in accordance with the applicable provisions of the Convertible Note Indenture and the Security Documents; (9j) enter into additional or supplemental Security Documents; or (k) conform the text of this Indenture, the Notes, the Subsidiary Guarantees or the Security Documents to add any additional Collateral or to evidence provision of the release “Description of the Notes” section of the Offering Memorandum. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any Lienssuch amended or supplemental indenture, and upon receipt by the Trustee of the documents described in each case as provided hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the other Note Documentsforegoing, as applicable; and (10) no Opinion of Counsel shall be required in connection with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement addition of a Subsidiary Guarantor under this Indenture upon execution and delivery by such Subsidiary Guarantor and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent Trustee of any Holdera supplemental indenture to this Indenture, the Trusteeform of which is attached as Exhibit D hereto, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingdelivery of an Officers’ Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (awith respect to a Guarantee or this Indenture) Without the Trustee and the Second Lien Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreement (if then in effect), the Security Documents, any Guarantee or the Notes without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, mistake, defect or inconsistency; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes 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 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, successor Second Lien Collateral Agent or successor Agent thereunder pursuant to the requirements thereof; (8) to make, complete or confirm any grant of Collateral permitted or required by add a Subsidiary Guarantor under this Indenture or any of to secure the Convertible Note DocumentsObligations hereunder; (9) to add any additional Collateral or to evidence conform the release text of any Liensthis Indenture, in each case as provided in this Indenture the Intercreditor Agreement, the Security Documents, the Guarantees or the other Note Documents, Notes to any provision of the “Description of Exchange Notes” section of the Exchange Offer Memorandum as applicable; anddescribed in an Officer’s Certificate; (10) with respect 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 release or subordinate Collateral Agreementsas permitted by this Indenture, as provided in the Security Documents or the Intercreditor Agreement or the Collateral Trust Agreement, as applicable.; (b12) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent [Reserved]; or (13) to add other parties (additional secured creditors holding First Lien Obligations, Additional Second Lien Obligations or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and Obligations secured by a Lien junior to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing Notes, in each case, to the Convertible Note Obligations then Outstandingextent permitted in this Indenture.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 hereof, the Company, any Guarantor, any other obligor under the Notes and the Trustee may modify, supplement or amend this Indenture, the Notes, any Security Document or the Subordination Agreement without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNote: (1) to evidence the succession of another Person to the Company Company, a Guarantor, or any other obligor under the Notes, and the assumption by any such successor of the covenants of the Company contained Company, such Guarantor or such obligor in the this Indenture and in the Notes, any Guarantee and the Security Documents in accordance with Section 5.01 hereof; (2) to add to the covenants of the Company Company, any Guarantor or any other obligor under the Notes for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the CompanyCompany or any Guarantor or any other obligor under the Notes, as applicable, in this Indenture, the Notes, in any Guarantee or in any of the Security Documents; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, or to correct or supplement any provision herein in this Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision hereinin this Indenture, the Notes, any Guarantee or any Security Document; (4) to make any other provisions provision with respect to matters or questions arising under the this Indenture, the Notes, any Guarantee, the Subordination Agreement or any Security Document; provided that such action provisions shall not adversely affect the interests Holders of the Notes in any Holdermaterial respect; (5) to add a Guarantor or additional obligor under this Indenture or permit any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in guarantee the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantorand/or obligations under this Indenture; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereofas provided in this Indenture; (7) to evidence and provide for uncertificated Notes in addition to or in place the acceptance of certificated Notesthe appointment of a successor Trustee under this Indenture; (8) to makemortgage, complete pledge, hypothecate or confirm grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as additional security for the payment and performance of all or any grant portion of the Note Obligations, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to or for the benefit of the Trustee or the Collateral permitted or required by Agent pursuant to this Indenture or Indenture, any of the Convertible Note DocumentsSecurity Documents or otherwise; (9) to add any additional release Collateral or to evidence from the release Lien of any Liens, in each case as provided in this Indenture and the Security Documents when permitted or required by the other Note DocumentsSubordination Agreement, as applicable; andSecurity Documents or this Indenture; (10) to provide for the issuance of Additional Notes under this Indenture in accordance with respect the limitations set forth in this Indenture; or (11) to comply with the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicablerules of any applicable securities depositary. (b) The Intercreditor Agreement Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amendment or supplement, and upon receipt by the Collateral Trust Agreement Trustee of the documents described in Section 7.02 and Section 9.06 hereof, the Trustee shall join with the Company in the execution of any such amendment or supplement authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be amended in accordance with therein contained, but the Trustee shall not be obligated to enter into such amendment or supplement that affects its terms and without the consent of any Holderown rights, duties or immunities under this Indenture or otherwise. (c) After an amendment or supplement under this Section 9.01 becomes effective, the TrusteeCompany shall mail to the Holders affected thereby a notice briefly describing the amendment or supplement. Any failure of the Company to mail such notice, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof defect therein, shall not, however, in any way impair or trustee therefor) holding Indebtedness subject thereto and to establish that affect the Liens on any Collateral securing validity of such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingamendment or supplement.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Notes; (2) evidence the succession of another Person to the Company or any Subsidiary Guarantor, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Company contained in or any Subsidiary Guarantor under this Indenture pursuant to the Indenture and in the Notesprovisions described under Article Five; (23) to add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the benefit protection of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafterNotes; (4) to cure any ambiguity, to ambiguity or correct or supplement any provision herein which contained in this Indenture that may be defective or inconsistent with any other provision hereincontained in this Indenture, or to make any such other provisions with respect in regard to matters or questions arising under this Indenture as the Indenture, provided Board of Directors may deem necessary or desirable and that such action shall not materially and adversely affect the interests of any Holderthe Holders of the Notes; (5) evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in add to or change any of the Subsidiary Guarantee provisions of such Subsidiary Guarantorthis Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one Trustee pursuant to the requirements of this Indenture; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (7) add additional Subsidiary Guarantees with respect to the Notes and release any Subsidiary Guarantor in accordance with this Indenture; (8) to make, complete or confirm any grant provide for the issuance of Collateral permitted or required by this Indenture or any of the Convertible Note DocumentsAdditional Notes; (9) to add any additional Collateral or to evidence conform the release text of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicableNotes to any provision of the Description of Notes in the offering memorandum related to the Initial Notes; andor (10) comply with respect to any requirement of the Collateral Agreements, as provided SEC in connection with the Intercreditor Agreement or qualification of this Indenture under the Collateral Trust Agreement, as applicableTIA. (b) The Intercreditor Agreement Upon the request of the Company and upon receipt by the Trustee of the documents described under Section 9.06 hereof, the Trustee shall join with the Company and the Collateral Trust Agreement Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without own rights, duties or immunities under this Indenture or otherwise. Notwithstanding anything to the consent of contrary contained herein, any Holdersupplemental indenture executed pursuant to Section 9.01(a)(7) may be executed by the Company, the Subsidiary Guarantor providing such Subsidiary Guarantee and the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without the consent of or notice to any Holders, the Company, when authorized by a Board Resolution, each Holder of the Subsidiary GuarantorsNotes, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of Trustee may amend the covenants of Indenture Documents, and the Company contained in and the Indenture and in Collateral Agent, the Notes; Trustee or Bank Agents, as applicable, may amend the Security Documents or the Intercreditor Agreement, (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4i) to cure any ambiguity, to correct omission, defect or supplement any provision herein which may be defective or inconsistent with any other provision hereininconsistency, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5ii) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and provide for the assumption by any such a successor Person of the covenants and agreements obligations of such Subsidiary the Company under this Indenture or obligations of a Guarantor contained hereinunder its Guarantee if in compliance with Article 5 hereof, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7iii) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes (8) 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), (iv) to makeadd guarantees or additional obligors with respect to the Notes (or to remove such guarantees or additional obligors, complete subject, in the case of the Subsidiary Guarantees, to Section 9.02 hereof), (v) to add additional assets as Collateral or confirm to release Collateral from the Lien or any grant of Collateral Guarantor from its Guarantee, in each case pursuant to this Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by this Indenture Indenture, the Security Documents or any of the Convertible Note Documents; Intercreditor Agreement, (9vi) to add to the covenants of the Company or a Subsidiary for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company or a Subsidiary, (vii) to provide for issuance of the Exchange Notes under this Indenture (including to provide for treatment of the Exchange Notes and the Notes as a single class of securities) in connection with the Registered Exchange Offer, (viii) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA or to otherwise comply with the TIA, (ix) to make any change that would provide any additional Collateral rights or benefits to evidence the release Holders of the Notes or that does not adversely affect the rights of any LiensHolder of the Notes, (x) to conform the text of the Indenture Documents, the Security Documents or the Intercreditor Agreement to any provision of the “Description of the Notes” Section of the Offering Memorandum to the extent that such provision in each case as provided such “Description of the Notes” Section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Indenture Documents, the Security Documents or the Intercreditor Agreement, (xi) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture or as of the other Note DocumentsIssue Date, as applicable; and (10xii) with respect to make any amendment to the Collateral Agreementsprovisions of this Indenture relating to the transfer and legending of Notes provided, however, that (a) compliance with this Indenture as provided so amended would not result in Notes being transferred in violation of the Intercreditor Agreement Securities Act or the Collateral Trust Agreement, as applicable. any applicable securities law and (b) The Intercreditor Agreement such amendment does not materially and adversely affect the Collateral Trust Agreement may be amended in accordance with its terms and without the consent rights of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent Holders to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.transfer Notes,

Without Consent of Holders of Notes. Notwithstanding Section 10.02 (a“With Consent of Holders of Notes”) Without of this Indenture, the Company, the Guarantors, the Trustee and the Security Agent may amend or supplement this Indenture, the Notes, the Subsidiary Guarantees, the ABL Intercreditor Agreement or the Security Documents without the consent of any Holders, the Company, when authorized by a Board Resolution, each Holder of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNotes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of Certificated Notes and to issue PIK Notes; (3) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s Property in accordance with the terms of this Indenture; (4) 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 (to the extent this Indenture is or becomes so qualified); (6) to add any Subsidiary as an additional Guarantor as provided in this Indenture or to evidence the succession of another Person to the Company and the assumption by Company, any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders Guarantor or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or obligor until the Notes pursuant to make any other provisions with respect to matters or questions arising under the this Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of the Company, such Subsidiary Guarantor or such obligor contained hereinin this Indenture, in the Notes and in the any Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof, including the addition of any required co-issuer of the Notes; (7) to provide for uncertificated Notes in addition release a Guarantor from its obligations under this Indenture and its Subsidiary Guarantee pursuant to or in place of certificated Notesthis Indenture; (8) to make, complete or confirm any grant provide for the acceptance of Collateral permitted or required by appointment of a successor Trustee as provided in this Indenture or any of the Convertible Note DocumentsIndenture; (9) to add to the covenants of the Company, any additional Collateral Guarantor or any other obligor under the Notes for the benefit of the Holders of the Notes or to evidence surrender any right or power conferred upon the release of Company or any Liens, in each case as provided in this Indenture Guarantor or any other obligor under the other Note DocumentsNotes, as applicable, in this Indenture, in the Notes or in any Subsidiary Guarantee; (10) to comply with the rules of any applicable securities depositary; (11) to mortgage, pledge, hypothecate or grant any other Lien for the benefit of the Holders, as additional security for the payment and performance of all or any portion of the Notes Obligations, in any Property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted pursuant to this Indenture, any of the Security Documents or otherwise; (12) to release Collateral from the Lien for the benefit of Holders when permitted or required by this Indenture and the Security Documents; and (1013) to make any amendments to reflect, if applicable, any Alternative Rate and related Adjustments, together with any other related changes as are necessary pursuant to Section 4.23(c). Upon the written request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 8.02(b) (“Rights of Trustee”) hereof, the Trustee will join with the Company and, other than with respect to any supplemental indenture entered into pursuant to Section 4.21 (“Additional Subsidiary Guarantees”), the Collateral Agreements, as provided Guarantors in the Intercreditor Agreement execution of any amended or supplemental Indenture authorized or permitted by the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement terms of this Indenture and the Collateral Trust Agreement to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended in accordance with or supplemental Indenture that affects its terms and without the consent of any Holderown rights, the Trusteeduties, the Priority Lien Collateral Agent privileges, protections, indemnities or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes either series without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each Note of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposessuch series to: (1) convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Notes; (2) evidence the succession of another Person to the Company or any Subsidiary Guarantor, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Company contained in or any Subsidiary Guarantor under this Indenture pursuant to the Indenture and in the Notesprovisions described under Article Five; (23) to add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the benefit protection of the Holders of the Notes; or to surrender make any right or power herein conferred upon change that does not adversely affect the Companyrights of any Holder of the Notes; (34) cure any ambiguity or correct or supplement any provision contained in this Indenture that may be defective or inconsistent with any other provision contained in this Indenture, or make such other provisions in regard to matters or questions arising under this Indenture as the Board of Directors may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of the Notes; (5) evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to the Notes and add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one Trustee pursuant to the requirements of this Indenture; (6) 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; (7) add additional Subsidiary Guarantees with respect to the Notes and release any Subsidiary Guarantor in accordance with this Indenture; (8) provide for the issuance of Additional Notes; (9) conform the text of this Indenture or the Notes to any provision of the Description of Notes in the offering memorandum related to the Initial Notes; or (10) comply with any requirement of the SEC in connection with qualifying the qualification of this Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableTIA. (b) The Intercreditor Agreement Upon the request of the Company and upon receipt by the Trustee of the documents described under Section 9.06 hereof, the Trustee shall join with the Company and the Collateral Trust Agreement Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without own rights, duties or immunities under this Indenture or otherwise. Notwithstanding anything to the consent of contrary contained herein, any Holdersupplemental indenture executed pursuant to Section 9.01(a)(7) may be executed by the Company, the Subsidiary Guarantor providing such Subsidiary Guarantee and the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, any Notes Guarantor (awith respect to a Notes Guarantee or this Indenture) Without as applicable, the Trustee and the Second Lien Notes Collateral Agent may amend, supplement or modify this Indenture and the Security Documents and the Issuer may direct the Trustee to, and the Trustee shall and shall direct the Second Lien Notes Collateral Agent to, enter into an amendment to any Intercreditor Agreement, without the consent of any HoldersHolder if such amendment, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend supplement or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, modification is made for any of the following purposespurpose set forth in clauses (1) through (15) below: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, mistake, defect or inconsistency; (2) to add provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to provide for the assumption of the Issuer’s or any Notes Guarantor’s obligations to the Holders pursuant to Section 5.03; (4) 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 of any such Holder under this Indenture; (5) to add covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with Issuer or any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant comply with requirements of the SEC in order to Section 10.03 hereofeffect or maintain the qualification of this Indenture under the Trust Indenture Act; (7) to evidence and provide for uncertificated Notes in addition the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to or in place of certificated Notesthe requirements thereof; (8) to makeprovide for the issuance of exchange notes or private exchange notes, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documentswhich are identical to exchange notes except that they are not freely transferable; (9) to add any additional Collateral a Notes Guarantor or to evidence a co-obligor of the release of any Liens, in each case as provided in Notes under this Indenture or the other Note Documents, as applicable; andIndenture; (10) with respect 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 mortgage, pledge, hypothecate or grant any other Lien in favor of the Second Lien Notes Collateral AgreementsAgent for the benefit of the Holders of the Notes, as provided additional security for the payment and performance of all or any portion of the Notes Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Second Lien Notes Collateral Agent pursuant to this Indenture or otherwise; (12) to provide for the release of Collateral from the Lien pursuant to this Indenture and the Security Documents when permitted or required by this Indenture, or any Intercreditor Agreement Agreement; (13) to effect any changes pursuant to Section 5.11; (14) to effect technical and other changes that are administrative and ministerial in nature (including the party names) that are required in connection with a Permitted Change of Control, so long as such changes do not directly and adversely affect the interests of the Holders; or (15) to effect technical and other changes that are administrative and ministerial in nature to give effect to any replacement to Adjusted LIBOR Rate (or to effect any other changes that are solely associated with the implementation of such Adjusted LIBOR Rate and are customarily implemented in similar facilities in connection with such implementation), in each case, determined as a result of the procedures set forth in Paragraph 15 of the Notes. Upon the request of the Issuer, and upon receipt by the Trustee and the Second Lien Notes Collateral Trust AgreementAgent, as applicable. (b) The Intercreditor Agreement , of the documents described in Sections 9.06 and 13.03, the Trustee and the Second Lien Notes Collateral Trust Agreement may be amended Agent, if applicable, will join with the Issuer and the Notes Guarantors, if applicable, in accordance with its terms and without the consent execution of any Holderamended or supplemental indenture or amendment or supplement to the Notes Documents, Intercreditor Agreements or any Security Documents unless such amended or supplemental indenture or amendment or supplement to the Notes Documents, Intercreditor Agreements or any Security Documents affects the Trustee’s or Second Lien Notes Collateral Agent’s own rights, duties or immunities under this Indenture, the TrusteeNotes Documents, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (Intercreditor Agreements or any authorized agent thereof Security Document or trustee therefor) holding Indebtedness subject thereto otherwise, in which case the Trustee and Second Lien Notes Collateral Agent, if applicable, may in their reasonable discretion, but will not be obligated to, enter into such amended or supplemental indenture or amendment or supplement to establish that the Liens on Notes Documents, Intercreditor Agreements or any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then OutstandingSecurity Documents.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement the First Lien Documents without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, defect or inconsistency; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (5) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (7) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes; or (8) to make, complete evidence or confirm any grant provide for the acceptance of Collateral permitted or required by appointment under this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicablea successor trustee. (b) The Intercreditor Agreement Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental First Lien Document, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05 hereof, the Trustee will join with the Issuer and the Collateral Trust Agreement Guarantors in the execution of any amended or supplemental First Lien Document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended in accordance with or supplemental First Lien Document that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors, the Collateral Agent and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holders, the Company, when authorized by a Board Resolution, each Holder of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNotes to: (1a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5b) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9c) provide for the assumption of the Company’s or a Guarantor’s obligations to add the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article V hereof; (d) make any change that would provide any additional Collateral rights or benefits to evidence the release Holders of the Notes or that does not adversely affect the legal rights hereunder of any Lienssuch Holder; (e) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (g) conform the text of this Indenture to any provision of the “Description of the Senior Notes” contained in the Statement, to the extent that such provision in each case as provided in that “Description of the Senior Notes” was intended to be a verbatim recitation of a provision of this Indenture or the other Note DocumentsNotes, as applicable; andevidenced by an Officers’ Certificate; (10h) with respect provide for the issuance of Additional Notes under this Indenture to the Collateral Agreements, as provided in extent otherwise so permitted under the Intercreditor Agreement or the Collateral Trust Agreement, as applicable.terms of this Indenture; or (bi) The Intercreditor Agreement evidence and provide for the Collateral Trust Agreement may be amended in accordance with acceptance of appointment by a successor Trustee. Upon the written request of the Company accompanied by a resolution of its terms and without Board of Directors authorizing the consent execution of any Holdersuch amended or supplemental indenture, the Trustee, the Priority Lien Collateral Agent or and upon receipt by the Collateral Agent to add other parties (and the Trustee of the documents described in Section 7.02 and Section 9.05 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or any supplemental indenture authorized agent thereof or trustee therefor) holding Indebtedness subject thereto permitted by the terms of this Indenture and to establish make any further appropriate agreements and stipulations that may be therein contained, but neither the Liens on any Trustee nor the Collateral securing Agent shall be obligated to enter into such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingamended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor, the Trustee and the Notes Collateral Agent (ain each case, to the extent such Person is a party to the agreement or instrument to be amended or supplemented) Without may amend or supplement this Indenture, any Security Document and any Guarantee or Notes or the Intercreditor Agreement without the consent of any Holders, Holder (but subject to the Company, when authorized by a Board Resolution, each consent of the Subsidiary Guarantors, when authorized by a Board Resolution, and Senior Credit Facilities Collateral Agent in the Trustee upon Company Request, at case of any time and from time to time, may amend or supplement any amendment of the Note Documents in the following circumstancesIntercreditor Agreement, in form satisfactory to the Trustee, for any of the following purposes:if required): (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct omission, mistake, defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (72) to provide for uncertificated Notes 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 provide for the assumption by a Successor Company or Successor Person of the Issuer’s or any Guarantor’s obligations to the Holders, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders or does not adversely affect the legal rights under this Indenture of any such Holder; (5) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (6) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or successor Notes Collateral Agent; provided that such successor Trustee or successor Notes Collateral Agent is otherwise qualified and eligible to act as such under the terms of this Indenture; (7) to add a Guarantor under this Indenture or to add additional assets as Collateral; (8) to makeconform the text of this Indenture, complete the Guarantees, the Notes, any Security Document or confirm the Intercreditor Agreement to any grant of Collateral permitted or required by this Indenture or any provision of the Convertible Note Documents“Description of notes” section of the Offering Memorandum to the extent that such provision in such “Description of notes” section was intended to be a verbatim recitation of a provision of this Indenture, such Guarantee, the Notes, such Security Document or the Intercreditor Agreement; (9) making any amendment to add the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture; 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; (10) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Notes Collateral Agent for the benefit of the Trustee and the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Notes Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Notes Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (11) to evidence release Collateral from the release Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture or the Intercreditor Agreement; or (12) in the case of the Intercreditor Agreement, in order to subject the security interests in the Collateral in respect of any LiensOther Pari Passu Lien Obligations and Senior Credit Facilities Debt to the terms of the Intercreditor Agreement, in each case as provided to the extent the Incurrence of such Indebtedness, and the grant of all Liens on the Collateral held for the benefit of such Indebtedness were permitted hereunder. 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 9.05 hereof, the Trustee shall join and direct the Notes Collateral Agent to 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 make any further appropriate agreements and stipulations that may be therein contained. Notwithstanding the foregoing, neither the Trustee nor the Notes Collateral Agent shall be obligated to enter into an amended or supplemental indenture that affects its respective rights, duties or immunities under this Indenture or otherwise, in which case each of the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement Trustee and the Notes Collateral Trust Agreement Agent may in its sole discretion enter into such amended or supplemental indenture. Notwithstanding the foregoing, no Opinion of Counsel shall be amended required in accordance connection with its terms the addition of a Guarantor under this Indenture upon execution and without delivery by such Guarantor and the consent Trustee of any Holdera supplemental indenture to this Indenture, the Trusteeform of which is attached as Exhibit D hereto, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingdelivery of an Officer’s Certificate.

Without Consent of Holders of Notes. (a) Without the consent of any HoldersNotwithstanding Section 9.02 hereof, the CompanyIssuer, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, Guarantors and the Trustee upon Company RequestTrustee, at any time and from time to timeas applicable, may amend or supplement this Indenture and any Guarantee or the Notes without the Consent of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notes;ambiguity, omission, mistake, defect or inconsistency, (2) to add to provide for the covenants assumption by a Successor Issuer of the Company for the benefit obligations of the Holders or to surrender any right or power herein conferred upon Issuer under this Indenture and the Company;Notes, (3) to comply with any requirement provide for the assumption by a Successor Guarantor of the SEC in connection with qualifying the obligations of a Guarantor under this Indenture under the TIA or maintaining such qualification thereafter;and its Guarantee, (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), (5) to add a Guarantee with respect to the Notes, (6) to evidence and provide for the acceptance of appointment by a successor trustee, (7) to secure the Notes; (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any add to the covenants of the Convertible Note Documents;Issuer for the benefit of the Holders or to surrender any right or power conferred upon the Issuer, (9) to add make any additional Collateral or to evidence change that does not adversely affect the release rights of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; andHolder, (10) with respect to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Circular to the Collateral Agreementsextent that such provision under the Offering Circular’s heading, as provided in “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Intercreditor Agreement Guarantees or the Collateral Trust Agreement, as applicable.Notes, (b11) The Intercreditor Agreement and if applicable, to comply with any requirement of the Collateral SEC in connection with the qualification of this Indenture under the Trust Agreement may be amended Indenture Act to effect any provision of this Indenture, or (12) to provide for the issuance of Additional Notes in accordance with its terms and without the consent limitations set forth in this Indenture as of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingdate hereof.

Without Consent of Holders of Notes. (a) Without the consent of any HoldersNotwithstanding Section 9.02 hereof, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the TrusteeIssuers, the Priority Lien Collateral Agent Trustee and the other parties thereto, as applicable, may amend or supplement any Notes Documents to: (1) cure any ambiguity, omission, mistake, defect, error or inconsistency; (2) provide for the assumption by a successor Person of the obligations of the Issuers or a Guarantor under any Notes Document; (3) add to the covenants or provide for a Guarantee for the benefit of the Holders or surrender any right or power conferred upon the Company or any Restricted Subsidiary; (4) make any change that would provide additional rights or benefits to the Trustee or the Collateral Agent Holders or make any change (including changing the ISIN, CUSIP or other identifying number on any Notes) that does not adversely affect the rights of the Trustee or any Holder in any material respect; (5) make such provisions as necessary (as determined in good faith by the Board of Directors or a member of senior management of the Company) for the issuance of Additional Notes that may be issued in compliance with this Indenture; (6) provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 4.06 or Section 4.13, to add other parties Notes Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Notes Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture, the Security Documents, the Intercreditor Agreement or, any Additional Intercreditor Agreement; (7) to conform the text of this Indenture, 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 the “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Security Documents or the Notes; (8) evidence and provide for the acceptance and appointment under this Indenture or the Intercreditor Agreement or any authorized agent Additional Intercreditor Agreement of a successor Trustee pursuant to the requirements thereof or trustee thereforto provide for the accession by the Trustee to any Notes Document; (9) holding Indebtedness subject thereto and in the case of the Security Documents, to establish mortgage, pledge, hypothecate or grant a Security Interest in favor of the Security Agent for the benefit of the Holders or lenders under the ABL Facility, in any property which is required by the Security Documents or the ABL Facility (as in effect on the Transfer Completion Date) to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted to the Security Agent, or to the extent necessary to grant a Security Interest in the Collateral for the benefit of any Person; provided that the Liens on granting of such Security Interest is not prohibited by this Indenture or the Intercreditor Agreement or any Collateral securing Additional Intercreditor Agreement and Section 4.10 is complied with; (10) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii) such Indebtedness shall rank equally amendment does not adversely affect the rights of Holders to transfer Notes in any material respect; (11) facilitate any transaction that complies with (a) the Liens definition of “Permitted Reorganization” or (b) the covenants described in Section 4.07 and Article 5 relating to mergers, consolidations and sales of assets; (12) as provided in Section 9.06; (13) to amend, supplement or otherwise modify the Escrow Agreement or the Escrow Charge in ways that would not be adverse to the Holders of Notes in any material respect. In formulating its decisions on such Collateral Securing matters, the Convertible Note Obligations then OutstandingTrustee (and the Security Agent, as applicable) shall be entitled to require and rely absolutely on such evidence as it deems appropriate, including Officer’s Certificates and Opinions of Counsel.

Without Consent of Holders of Notes. (a) Without Notwithstanding anything set forth in Section 10.02, the Company, any Subsidiary Guarantor and the Trustee may modify, supplement or amend this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect, mistake or inconsistency; (2) to add to provide for the covenants assumption by a successor of the obligations of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanySubsidiary Guarantor under this Indenture; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes 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); (8) 4) add guarantors with respect to Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee; provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents, including to secure any Additional Parity Lien Debt (as defined in the Collateral Trust Agreement); (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder of the Notes; provided, however, that any change (a) to conform the Note Documents to the “Description of New Notes” in the Offering Memorandum and (b) to conform the text of the Note Documents or any other such documents (in recordable form) as may be necessary or advisable to preserve and confirm the relative priorities of the Priority Lien Documents and the Parity Lien Documents as such priorities are contemplated by and set forth in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable, will not be deemed in either case to adversely affect such legal rights; (8) [Reserved.] (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and[Reserved.] (10) provide for the succession of a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; (11) release, discharge, terminate or subordinate Liens on Collateral in accordance with the Note Documents and to confirm and evidence any such release, discharge, termination or subordination; (12) make any changes with respect to the Collateral AgreementsNote Documents, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable.; or (b13) The to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any Holder in any material respect, 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. In addition, the Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its their terms and without the consent of any HolderHolder of Notes or the Trustee with the consent of the parties thereto or otherwise in accordance with their terms, the Trustee, the including to add additional Indebtedness as Priority Lien Collateral Agent Debt, Parity Lien Debt or the Collateral Agent to Junior Lien Debt and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing securing the Convertible Note Obligations other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then Outstandingoutstanding, in each case to the extent permitted by the Secured Debt Documents. The Security Documents may be amended automatically without the consent of the Holders of Notes, the Trustee or the Collateral Trustee in connection with any amendments to corresponding security documents creating Priority Liens in accordance with the terms of the Intercreditor Agreement. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 13.04 and Section 10.06, the Trustee shall join with the Company and each Subsidiary 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 not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. No amendment or supplement that imposes any obligations upon the Trustee or adversely affects the rights of the Trustee in its capacity as such will become effective without the consent of the Trustee.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.2 hereof, the Company, eircom, any Note Guarantor and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at Note or any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesother Person to: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect, error or inconsistency; (2) provide for the assumption by a successor Person of the obligations of the Company or any Note Guarantor under this Indenture; (3) provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes (provided that the uncertificated Senior Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Senior Notes are described in Section 163(f)(2)(B) of the Code); (4) add to the covenants of the Company for the benefit of the Holders holders or to surrender any right or power herein conferred upon the Company; (35) to make any change that does not adversely affect the rights of any Holder in any material respect; (6) comply with any requirement of the SEC in connection with qualifying the qualification of this Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereofTrust Indenture Act; (7) to provide make such provisions as necessary (as determined in good faith by the Company) for uncertificated Notes in addition to the issuance of exchange securities or in place of certificated Additional Notes; or (8) provide for any Restricted Subsidiary to make, complete or confirm any grant become an Additional Note Guarantor in accordance with the provisions of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9) Section 11.1 to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) Guarantees with respect to the Collateral AgreementsSenior Notes, as to secure the Senior Notes, or to confirm and evidence the release, termination or discharge of any Guarantee or Lien with respect to or securing the Senior Notes when such release, termination or discharge is provided for under this Indenture. Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, subject to Section 9.6, the Trustee shall join with the Company, eircom and any Note Guarantor in the Intercreditor Agreement execution of any amended or supplemental indenture authorized or permitted by the Collateral Trust Agreementterms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, as applicable. (b) but the Trustee shall not be obligated to enter into such amended or supplemental indenture which adversely affects its own rights, duties or immunities hereunder or otherwise. The Intercreditor Agreement Company will inform the Luxembourg Stock Exchange and the Collateral Trust Agreement may be amended in accordance with its terms Irish Stock Exchange, if the Senior Notes are listed on such exchanges and without the consent rules of such exchanges so require, of any Holderof the foregoing amendments, supplements and waivers and provide, if the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens Senior Notes are listed on such Collateral Securing exchanges and the Convertible Note Obligations then Outstandingrules of such exchanges so require, a supplement to the Offering Memorandum setting forth reasonable details in connection with any such amendments, supplements or waivers.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNote: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4i) to cure any ambiguity, defect or inconsistency; (ii) to correct provide for uncertificated Notes in addition to or supplement any provision herein which may be defective in place of certificated Notes; (iii) to provide for the assumption of the Company's obligations to the Holders of the Notes pursuant to Article 5 or inconsistent with any other provision herein, Section 10.04(b) hereof; (iv) to secure the Notes pursuant to the requirements of Section 4.12 or otherwise; (v) to make any other provisions with respect change that would provide any additional rights or benefits to matters the Holders of the Notes or questions arising under the Indenture, provided that such action shall does not adversely affect the interests legal rights under this Indenture of any such Holder; (5vi) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) 10.02 hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) 10.04 hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes herein and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6vii) to release a Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary Guarantee pursuant to Section 10.03 10.05 hereof;; or (7viii) to provide for uncertificated Notes comply with requirements of the Commission in addition order to effect or in place maintain the qualification of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of under the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableTIA. (b) The Intercreditor Agreement Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and the Collateral Trust Agreement Subsidiary Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental Indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without the consent of any HoldersNotwithstanding Section 9.02 hereof, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the TrusteeCompany, the Priority Lien Collateral Agent Issuers, the Trustee and the other parties thereto, as applicable, may amend or supplement any Notes Documents to: (1) cure any ambiguity, omission, mistake, defect, error or inconsistency; (2) provide for the assumption by a successor Person of the obligations of the Issuers or a Guarantor under any Notes Document; (3) add to the covenants or provide for a Guarantee for the benefit of the Holders or surrender any right or power conferred upon the Company or any Restricted Subsidiary; (4) make any change that would provide additional rights or benefits to the Trustee or the Collateral Agent Holders or make any change (including changing the ISIN, CUSIP or other identifying number on any Notes) that does not adversely affect the rights of the Trustee or any Holder in any material respect; (5) make such provisions as necessary (as determined in good faith by the Board of Directors or a member of senior management of the Company) for the issuance of Additional Notes that may be issued in compliance with this Indenture; (6) provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 4.06 or Section 4.13, to add other parties Notes Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Notes Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture, the Security Documents, the Intercreditor Agreement or, any Additional Intercreditor Agreement; (7) to conform the text of this Indenture, 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 the “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Security Documents or the Notes; (8) evidence and provide for the acceptance and appointment under this Indenture or the Intercreditor Agreement or any authorized agent Additional Intercreditor Agreement of a successor Trustee pursuant to the requirements thereof or trustee thereforto provide for the accession by the Trustee to any Notes Document; (9) holding Indebtedness subject thereto and in the case of the Security Documents, to establish mortgage, pledge, hypothecate or grant a Security Interest in favor of the Security Agent for the benefit of the Holders or lenders under the ABL Facility, in any property which is required by the Security Documents or the ABL Facility (as in effect on the Issue Date) to be mortgaged, pledged or hypothecated, or in which a Security Interest is required to be granted to the Security Agent, or to the extent necessary to grant a Security Interest in the Collateral for the benefit of any Person; provided that the Liens on granting of such Security Interest is not prohibited by this Indenture or the Intercreditor Agreement or any Collateral securing Additional Intercreditor Agreement and Section 4.10 is complied with; (10) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii) such Indebtedness shall rank equally amendment does not adversely affect the rights of Holders to transfer Notes in any material respect; (11) facilitate any transaction that complies with (a) the Liens definition of “Permitted Reorganization” or (b) the covenants described in Section 4.07 and Article 5 relating to mergers, consolidations and sales of assets; or (12) as provided in Section 9.06. In formulating its decisions on such Collateral Securing matters, the Convertible Note Obligations then OutstandingTrustee (and the Security Agent, as applicable) shall be entitled to require and rely absolutely on such evidence as it deems appropriate, including Officer’s Certificates and Opinions of Counsel.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, the Issuers and the Guarantors and the Trustee may amend or supplement this Indenture, the Guarantees or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct omission, defect, mistake or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5b) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and provide for the assumption by any such a successor corporation of the covenants and agreements obligations of such Subsidiary the Issuers or any Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantorunder this Indenture; (6c) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes (8) to make, complete or confirm any grant provided that the uncertificated Notes are issued in registered form for purposes of Collateral permitted or required by this Indenture or any Section 163(f) of the Convertible Note DocumentsCode, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (9d) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) Guarantees with respect to the Collateral AgreementsNotes, as provided including Subsidiary Guarantees, or release a Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee; provided, however, that the release and termination is in accord with the Intercreditor Agreement or the Collateral Trust Agreement, as applicable.applicable provisions of this Indenture; (be) The Intercreditor Agreement and secure the Collateral Trust Agreement may be amended in accordance with its terms and without Notes or Guarantees; (f) add to the consent covenants of the Issuers or a Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Issuers or a Guarantor; (g) make any change that does not adversely affect the rights of any Holder, ; (h) comply with any requirement of the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally SEC in connection with the Liens on such Collateral Securing qualification of this Indenture under the Convertible Note Obligations then Outstanding.TIA;

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, without the consent of any HoldersHolder of Notes, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, Trustee and the Trustee upon Company Requestother parties thereto, at any time and from time to timeas applicable, may amend or supplement any of Note Documents, the Note Documents in ABL Intercreditor Agreement, the following circumstances, in form satisfactory to Notes Intercreditor Agreement and the Trustee, for any of the following purposesParity Lien Intercreditor Agreement to: (1) to evidence the succession of another Person cure any ambiguity, mistake, defect, error or inconsistency, conform any provision to the Company and the assumption by any such successor “Description of the covenants Notes” section of the Company contained in Offering Memorandum, or reduce the Indenture and in minimum denomination of the Notes; (2) to add to provide for the covenants assumption by a successor Person of the obligations of the Company for the benefit of the Holders or to surrender under any right or power herein conferred upon the CompanyNote Document; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes; (4) add to the covenants or provide for a Guarantee for the benefit of the Holders or surrender any right or power conferred upon the Company or any Restricted Subsidiary; (5) make any change that does not adversely affect the rights of any Holder in any material respect; (6) make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes; (7) provide for any Restricted Subsidiary to provide a Guarantee in accordance with Section 4.17 hereof to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (8) to make, complete or confirm any grant of Collateral permitted or required by evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or Notes Collateral Agent pursuant to the requirements thereof or to provide for the accession by the Trustee or Notes Collateral Agent to any of the Convertible Note DocumentsDocument; (9) to add any additional Collateral or to evidence obligors under this Indenture, the release of any Liens, in each case as provided in this Indenture Notes or the other Note Documents, as applicable; andGuarantees; (10) with respect make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to add or release Collateral Agreementsfrom, or subordinate, the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents, this Indenture, the ABL Intercreditor Agreement and the Parity Lien Intercreditor Agreement; (12) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Notes Collateral Agent for the benefit of the Trustee, Notes Collateral Agent and Holders of the Notes, as provided in 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 or for the benefit of the Notes Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (13) to add Additional Parity Lien Secured Parties to any Security Documents, the ABL Intercreditor Agreement or the Parity Lien Intercreditor Agreement; or (14) make additional Indebtedness subject to the terms of the ABL Intercreditor Agreement and/or the Parity Lien Intercreditor Agreement (and join the representatives and agents under such additional Indebtedness as parties to the ABL Intercreditor Agreement and/or the Parity Lien Intercreditor Agreement), in accordance with the terms and conditions of such agreements. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.05 hereof, the Trustee and the Notes Collateral Trust AgreementAgent, as applicable. (b) The Intercreditor Agreement , will join with the Company and the Collateral Trust Agreement Guarantors in the execution of any amended or supplemental indenture or other document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without the consent of any HoldersNotwithstanding Section 9.02, the CompanyIssuers, when authorized by a Board Resolutionany Guarantor, each of any other obligor under the Subsidiary Guarantors, when authorized by a Board Resolution, Notes and the Trustee upon Company Requestor Collateral Agent, at any time and from time to timeas applicable, may amend or supplement this Indenture, any Subsidiary Guarantee, any Security Document or Notes without the consent of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder to: (1a) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained ambiguity, defect, mistake or inconsistency in the Indenture and in this Indenture, the Notes, any Subsidiary Guarantee or any Security Document; (2b) to add to comply with the covenants provisions of the Company for the benefit of the Holders Article 5 or to surrender any right or power herein conferred upon the CompanySection 4.08; (3c) to comply with any requirement requirements of the SEC in connection with qualifying the qualification of this Indenture under the TIA or maintaining such qualification thereafterTrust Indenture Act; (4d) to cure any ambiguity, to correct evidence and provide for the acceptance of appointment by a successor Trustee or supplement any provision herein which may be defective Collateral Agent under this Indenture or inconsistent with any other provision herein, or to the Security Documents; (e) make any other provisions with respect to matters or questions arising under the this Indenture, the Notes, any Subsidiary Guarantee or any Security Document; provided that that, in each case, such action provisions, shall not materially adversely affect the interests of any Holderthe Holders; (5f) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided provide for the issuance of Additional Notes in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantoraccordance with this Indenture; (6g) add to release the Collateral securing the Notes or to add a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereofunder this Indenture; (7h) to provide for uncertificated Notes in addition to or in place replacement of certificated Notes; (8) i) conform the text of this Indenture, the Notes, the Subsidiary Guarantees or the Security Documents to makeany provision of the “Description of the Notes” contained in the Offering Memorandum as evidenced in an Officers’ Certificate; (j) mortgage, complete pledge, hypothecate or confirm xxxxx x Xxxx in favor of the Collateral Agent for the benefit of the Holders (and the holders or lenders of ABL Liens or Permitted Additional Pari Passu Obligations) as additional security or Collateral for the payment and performance of the Issuers’ and any grant Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (k) provide for the release of Collateral from the Note Lien and the Security Documents when permitted or required by this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Security Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable.this Indenture; or (bl) The Intercreditor Agreement and secure any Permitted Additional Pari Passu Obligations under the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto Security Documents and to establish that appropriately include the Liens on any Collateral securing such Indebtedness shall rank equally with same in the Liens on such Collateral Securing the Convertible Note Obligations then OutstandingIntercreditor Agreement.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, the Company, any Note Guarantor (awith respect to its Note Guarantee or this Indenture) Without and the Trustee may amend or supplement this Indenture, any Note Guarantee or the Notes without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder to: (1) to evidence the succession of another Person to the Company and cure any ambiguity, omission, defect, mistake or inconsistency; (2) provide for the assumption by any such a successor entity (or co-issuer) of the covenants obligations of the Company contained or any Note Guarantor under this Indenture (whether through merger, consolidation, sale of all or substantially all of assets, properties or otherwise); (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (4) add Note Guarantees with respect to the Notes or release a Note Guarantor from its obligations under its Note Guarantee or this Indenture and in accordance with the applicable provisions of this Indenture; (5) secure the Notes; (26) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (37) to comply with make any requirement change that does not materially adversely affect the rights of the SEC in connection with qualifying the Indenture any Holder under the TIA or maintaining such qualification thereafterthis Indenture; (4) 8) provide for the appointment of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising act as such under the terms of this Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence provide for the release issuance of any Liens, in each case as provided in Additional Notes under this Indenture or the other Note Documents, as applicable; andIndenture; (10) comply with respect the provisions described under Article 10 or Section 4.15; or (11) conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum to the Collateral Agreementsextent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees (as provided certified in an Officer’s Certificate delivered to the Trustee). After an amendment or supplement under this Indenture becomes effective, the Company is required to mail to the Holders a notice briefly describing such amendment or supplement. However, the failure to give such notice to all the Holders, or any defect in the Intercreditor Agreement notice, shall not impair or affect the Collateral Trust Agreementvalidity of the amendment or supplement. Upon the receipt of the Company Order accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, as applicable. (b) The Intercreditor Agreement and upon receipt by the Trustee of the documents described in Section 12.03, the Trustee shall join with the Company and the Collateral Trust Agreement 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 shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, any Subsidiary Guarantor and the Trustee may modify, supplement or amend this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect, mistake or inconsistency; (2) to add to provide for the covenants assumption by a successor of the obligations of the Company for or any Subsidiary Guarantor under this Indenture in accordance with the benefit applicable provisions of the Holders or to surrender any right or power herein conferred upon the Companythis Indenture; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee; provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; provided, however, that any change to conform this Indenture to the “Description of Notes” in the Offering Memorandum will not be deemed to adversely affect such legal rights; (8) to make, complete or confirm comply with any grant requirement of Collateral permitted or required by the Commission in connection with the qualification of this Indenture or any of under the Convertible Note Documents;Trust Indenture Act; or (9) provide for the succession of a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to add any additional Collateral or to evidence the release of any Liens, in each case act as provided in such under this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableIndenture. (b) The Intercreditor Agreement Upon the request of the Company, and upon receipt by the Collateral Trust Agreement Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Subsidiary 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 not be obligated to enter into such amended in accordance with or supplemental Indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding ‎Section 9.02 of this Indenture, without the consent of any HoldersHolder of Notes, the CompanyIssuers, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, Guarantors and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of this Indenture, the Note Documents in Notes or the following circumstances, in form satisfactory to the Trustee, for any of the following purposesSubsidiary Guarantees: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4a) to cure any ambiguity, to correct defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7b) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9c) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of the Notes and Subsidiary Guarantees in the case of a merger or consolidation or disposition of all or substantially all of such Issuer’s or such Guarantor’s properties or assets, as applicable; (d) 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 Holder, provided that any change to conform this Indenture to the Offering Memorandum will be deemed not to adversely affect such legal rights; (e) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of ‎Section 4.12 hereof; (f) to provide for the issuance of Additional Notes in accordance with Sections ‎2.02 and ‎4.09 of this Indenture; (g) to add any additional Collateral Guarantor or to evidence the release of any LiensGuarantor from its Subsidiary Guarantee, in each case as provided in this Indenture or the other Note Documents, as applicable; andIndenture; (10h) with respect to evidence or provide for the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable.acceptance of appointment under this Indenture of a successor Trustee; (bi) The Intercreditor Agreement and to release Liens securing the Collateral Trust Agreement may be amended Notes in accordance with its terms the last paragraph of ‎Section 4.12 hereof or to confirm and without evidence such release or the consent termination or discharge of any Holdersuch Lien; or (j) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. Upon the request of the Issuers, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee, Trustee will join with the Priority Lien Collateral Agent Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto terms of this Indenture and to establish make any further appropriate agreements and stipulations that may be therein contained, but the Liens on any Collateral securing Trustee will not be obligated to enter into such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingamended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder to: (1i) to evidence the succession of another Person to the Company and cure any ambiguity, omission, defect or inconsistency; (ii) provide for the assumption by any such successor a Surviving Person of the covenants obligations of the Company contained in the under this Indenture or of a Subsidiary Guarantor under this Indenture and in the Notesits Subsidiary Guaranty; (2iii) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (iv) add additional Guarantees with respect to the Notes or to release Subsidiary Guarantors from Subsidiary Guaranties as provided by the terms of this Indenture; (v) secure the Notes, add to the covenants of the Company for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company; (3vi) make any change that does not adversely affect in any material respect the rights of any Holder of the Notes under this Indenture; (vii) make any change to the subordination provisions of this Indenture that would limit or terminate the benefits available to any holder of Senior Debt under such provisions, subject to Section 9.03; (viii) comply with any requirement of the SEC Commission in connection with qualifying the qualification of this Indenture under the TIA or maintaining such qualification thereafter;TIA; or (4ix) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated the issuance of additional Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by accordance with this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableIndenture. (b) The Intercreditor Agreement Upon the request of the Company accompanied by a Board Resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.07, the Trustee shall join with the Company and the Collateral Trust Agreement Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, the Issuers and the Guarantors and the Trustee may amend or supplement this Indenture, the Guarantees or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct omission, defect, mistake or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5b) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and provide for the assumption by any such a successor corporation of the covenants and agreements obligations of such Subsidiary the Issuers or any Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantorunder this Indenture; (6c) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes (8) to make, complete or confirm any grant provided that the uncertificated Notes are issued in registered form for purposes of Collateral permitted or required by this Indenture or any Section 163(f) of the Convertible Note DocumentsCode, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (9d) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) Guarantees with respect to the Collateral AgreementsNotes, including Subsidiary Guarantees, or release a Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee; provided, however, that the release and termination is in accord with the applicable provisions of this Indenture; (e) secure the Notes or Guarantees; (f) add to the covenants of the Issuers or a y Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Issuers or a Guarantor; (g) make any change that does not adversely affect the rights of any Holder; (h) comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; (i) provide for the issuance of exchange securities which shall have terms substantially identical in all respects to the Notes (except that the transfer restrictions contained in the Notes shall be modified or eliminated as appropriate) and which shall be treated, together with any outstanding Notes, as provided a single class of securities; or (j) provide for the succession of a successor Trustee. Upon the request of the Issuers accompanied by a resolution of the Board of Directors of the Company (in the Intercreditor Agreement or case of the Collateral Trust AgreementCompany), as applicable. and of the Board of Directors of Finance Co and each of the Subsidiary Guarantors (b) The Intercreditor Agreement in the case of Finance Co and the Collateral Trust Agreement Subsidiary Guarantors), authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof stating that such amended or supplemental indenture complies with this Section 9.01, the Trustee shall join with the Issuers and each of the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without own rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders of Notes under this Section 9.01 to approve the particular form of any Holderproposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingsubstance thereof.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, the Issuer, any Subsidiary Guarantor and the Trustee may amend or supplement this Indenture, the Note Guarantees or the Notes without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder to: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect or inconsistency; (2) provide for the assumption by a successor entity of the obligations of the Company, the Issuer or a Subsidiary Guarantor under this Indenture; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Internal Revenue Code of 1986); (4) provide for any Guarantees of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of a Subsidiary Guarantor or Lien securing the Notes when such release, termination or discharge is permitted under this Indenture; (5) add to the covenants of the Company or any Restricted Subsidiary for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanyCompany or any Restricted Subsidiary; (36) make any change that does not adversely affect the rights of any Holder in any material respect; (7) make any amendment to the provisions of this Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes; (8) comply with any requirement of the SEC Commission in connection with qualifying the qualification of this Indenture under the TIA or maintaining such qualification thereafter; (4) if the Issuer elects to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising qualify this Indenture under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note DocumentsTIA); (9) to add convey, transfer, assign, mortgage or pledge as security for the Notes any additional Collateral property or to evidence the release of any Liens, assets in each case as provided in this Indenture or the other Note Documents, as applicable; andaccordance with Section 4.13; (10) with respect to evidence and provide for the acceptance of an appointment hereunder by a successor Txxxxxx; or (11) to conform to the Collateral Agreements“Description of the Notes” in the Offering Memorandum, as provided set forth in an Officer’s Certificate delivered to the Trustee. Upon the written request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company, the Issuer and the Subsidiary Guarantors in the Intercreditor Agreement execution of any amended or supplemental indenture authorized or permitted by the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement terms of this Indenture and the Collateral Trust Agreement to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.2 hereof, the Company, any Guarantor and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at Note or any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesother Person to: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect, error or inconsistency; (2) provide for the assumption by a successor Person of the obligations of the Company or any Guarantor under this Indenture; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (4) add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (35) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising change under the this Indenture, provided the Notes or the Security Documents that such action shall does not adversely affect the interests rights of any Holder; (5) to add Holder in any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantormaterial respect; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereofmake such provisions as necessary (as determined in good faith by the Company) for the issuance of exchange securities or Additional Notes; (7) to provide for uncertificated Notes any Restricted Subsidiary to become an Additional Guarantor in addition accordance with the provisions of Section 11.1, to add Guarantees with respect to the Notes, to secure the Notes, or to confirm and evidence the release, termination or discharge of any Guarantee or Lien with respect to or in place of certificated Notessecuring the Notes when such release, termination or discharge is provided for under this Indenture; or (8) to makeprovide that any Indebtedness that becomes or will become an obligation of a Successor Company or a Guarantor pursuant to a transaction governed by Section 5.1 (that is not a Subordinated Obligation) is Senior Subordinated Indebtedness or Guarantor Senior Subordinated Indebtedness for the purposes of the Mezzanine Indenture. However, complete no amendment may be made to the provisions of Article XI or confirm any grant Section 11.5(a)(1) or 11.5(b)(2) of Collateral permitted or required by this Indenture that materially and adversely affects the rights of any Holder in any material respect unless the requisite Holders consent to such change. Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, subject to Section 9.5, the Trustee shall join with the Company and any 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 which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture which adversely affects its own rights, duties or immunities hereunder or otherwise. The Company will inform the Luxembourg Stock Exchange if the Notes are listed on such exchange and the rules of such exchange so require, of any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence foregoing amendments, supplements and waivers and provide, if the release Notes are listed on such exchange and the rules of any Lienssuch exchanges so require, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect a supplement to the Collateral AgreementsOffering Memorandum setting forth reasonable details in connection with any such amendments, as provided in the Intercreditor Agreement supplements or the Collateral Trust Agreement, as applicablewaivers. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, the Issuer, the Trustee and the Security Trustee (to the extent party thereto) may amend or supplement this Indenture, the Notes, the Note Guarantees, the Intercreditor Deeds, any Additional Intercreditor Deed and the Security Documents without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder to: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, manifest error, defect or inconsistency; (2) to add to provide for the covenants assumption by a Successor Company of the Company for the benefit obligations of the Holders Issuer or to surrender any right or power herein conferred upon Guarantor under this Indenture, the CompanyNotes, the Note Guarantees, the Intercreditor Deeds, any Additional Intercreditor Deed and the Security Documents, as applicable; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes 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); (8) 4) add guarantees with respect to makethe Notes; (5) secure the Notes (including, complete without limitation, to grant any security or confirm any grant of Collateral permitted or required by this Indenture or any supplemental security); (6) add to the covenants of the Convertible Note Company, the Affiliate Issuer and the Restricted Subsidiaries for the benefit of the Holders or surrender any right or power 153 conferred upon the Company, the Affiliate Issuer and the Restricted Subsidiaries under this Indenture, the Notes or the Security Documents; (97) to add make any additional Collateral or to evidence change that does not adversely affect the release rights of any LiensHolder in any material respect; (8) release (i) the Note Guarantees and (ii) any Lien created under the Security Documents, in each case as provided by the terms of this Indenture; (9) provide for the issuance of Additional Notes in accordance with the terms of this Indenture or the other Note Documents, as applicable; andIndenture; (10) give effect to Permitted Liens; (11) evidence and provide for the acceptance and appointment under this Indenture, the Intercreditor Deeds, any Additional Intercreditor Deeds and/or any Security Documents of a successor Trustee, Security Trustee and/or any other agent pursuant to the requirements thereof; (12) to the extent necessary to xxxxx x Xxxx for the benefit of any Person; provided that the granting of such Lien is permitted by this Indenture and the Security Documents; (13) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities Law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) conform the text of this Indenture, the Notes, the Note Guarantees, the Intercreditor Deeds, any Additional Intercreditor Deeds and the Security Documents, to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of this Indenture, the Notes, the Note Guarantees, the Intercreditor Deeds, any Additional the Intercreditor Deeds or the Security Documents; (15) comply with Section 5.01; (16) provide for a reduction in the minimum denominations of the relevant series of Notes; provided that such reduction would not result in a breach of applicable securities Laws or in a requirement to produce a prospectus or otherwise register the Notes with any regulatory authority in connection with any investment therein or resale thereof; or (17) comply with the rules of any applicable securities depositary. 154 (b) For purposes of determining whether the holders of the requisite principal amount of Notes have taken any action under this Indenture (other than with respect to a determination that only affects the Dollar Notes), the principal amount of Dollar Notes shall be deemed to be the Sterling Equivalent of such principal amount of such Dollar Notes as of (a) if a record date has been set with respect to the Collateral Agreementstaking of such action, as provided in such date or (b) if no such record date has been set, the Intercreditor Agreement or date the Collateral Trust Agreement, as applicabletaking of such action by the holders of such requisite principal amount is certified to the Trustee by the Issuer. (bc) In formulating its opinion on such matters, the Trustee shall be entitled to require and rely on such evidence as it deems appropriate, including an Opinion of Counsel and an Officer’s Certificate. (d) The Intercreditor Agreement consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. For so long as the Notes are listed on the Luxembourg Stock Exchange and the Collateral Trust Agreement guidelines of such stock exchange so require, the Company or the Affiliate Issuer will notify the Luxembourg Stock Exchange of any such amendment, supplement and waiver. (e) 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, the Trustee will join with the Issuer 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 will not be obligated to enter into such amended in accordance with or supplemental indenture that adversely affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (awith respect to a Guarantee or this Indenture) Without and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, mistake, defect or inconsistency; (2) to add 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 of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with Issuer or any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes[reserved]; (8) to make, complete or confirm any grant of Collateral permitted or required by evidence and provide for the acceptance and appointment under this Indenture or any of a successor Trustee thereunder pursuant to the Convertible Note Documentsrequirements thereof; (9) to add any additional Collateral provide for the issuance of exchange notes or private exchange notes, which are identical to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; andexchange notes except that they are not freely transferable; (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement add a Guarantor under this Indenture or the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended to release a Guarantee in accordance with the terms of Section 11.06 of this Indenture; or (11) 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 adversely affect the rights of Holders to transfer Notes. Upon the request of the Issuer accompanied by a resolution of its terms and without board of directors authorizing the consent execution of any Holdersuch amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the TrusteeTrustee 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 necessary agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto form of which is attached as Exhibit E hereto, and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingdelivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (a) Without with respect to a Guarantee or this Indenture), the Trustee and the Second Lien Agent may amend or supplement this Indenture, the Security Documents and any Guarantee or Notes without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, mistake, defect or inconsistency; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes; (8) 3) to makecomply with Sections 5.01 hereof; (4) to provide for the assumption of the Issuers’ or any Guarantor’s obligations to the Holders; (5) to make any change or changes that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights, complete or confirm taken as a whole, under this Indenture of any grant of such Holder; (6) to release Collateral from any Lien pursuant to the Indenture and the Security Documents when permitted or required by this Indenture or to add assets to the Collateral to the extent necessary to provide for the granting of a security interest for the benefit of any Person; provided, however, that the granting of such security interest is not prohibited under Section 4.20 hereof or otherwise under this Indenture; (7) to add parties to the Convertible Note Security Documents, including Guarantors, or successors, including successor trustees or other representatives; (8) to make provision for pledges of any collateral to secure the Notes; (9) to add any additional Collateral covenants for the benefit of the Holders or to evidence surrender any right or power conferred upon the release of Issuers or any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; andGuarantor; (10) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (11) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Second Lien Agent thereunder pursuant to the requirements thereof; (12) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely tradeable; (13) to provide for the issuance of Additional Notes in accordance with this Indenture; (14) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (15) to conform the text of this Indenture, Guarantees, the Security Documents or the Notes to any provision of the “Description of Notes” section of the Offering Circular to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantees, the Security Documents or the Notes; (16) 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 the Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (17) to make any other modifications to the Notes or this Indenture of a formal, minor or technical nature, or necessary to correct a manifest error, so long as such modification does not adversely affect the rights of any Holders in any material respect; (18) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Second Lien Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Second Lien Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Second Lien Agent pursuant to this Indenture, any of the Security Documents or otherwise; (19) to secure any Priority Lien Obligations or any Permitted Additional Pari Passu Obligations under the Security Documents and, if applicable, to include the same in the Intercreditor Agreements; (20) to enter into any intercreditor arrangements with respect to Indebtedness secured by junior Liens on the Collateral AgreementsCollateral; or (21) to provide for (i) the succession of any parties to the Security Documents or the Intercreditor Agreements (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 the Credit Agreements or any other agreement that is not prohibited by this Indenture, or (ii) the succession of the Second Lien Agent as provided collateral agent under this Indenture, the Intercreditor Agreements and the Security Documents. Upon the request of the Issuers accompanied by a resolution of 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 hereof, the Trustee shall join with the Issuers and the Guarantors in the Intercreditor Agreement execution of any amended or supplemental indenture authorized or permitted by the Collateral Trust Agreementterms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, as applicable. (b) The Intercreditor Agreement but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent Trustee of any Holdera supplemental indenture to this Indenture, the Trusteeform of which is attached as Exhibit D hereto, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingdelivery of an Officer’s Certificate.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.2 of this Indenture, the Company, the Subsidiary Guarantors, if any, and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees, if any, without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNote: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4a) to cure any ambiguity, to correct defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder;inconsistency; 89 83 (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7b) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities (provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended (the "Code"), or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (8) c) to makeprovide for the assumption of the Company's or any Subsidiary Guarantor's, complete if any, obligations to the Holders of the Notes in the case of any transaction permitted under Article 5 hereof; (d) to make any change that would provide any additional rights or confirm benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any grant Holder of Collateral the Note; (e) to secure the Notes; (f) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (g) to add a Subsidiary Guarantee under this Indenture. Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company and each of the Subsidiary Guarantors, if any, as the case may be, authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Sections 9.6, 11.4 and 11.5 hereof, the Trustee shall join with the Company and the 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 not be obligated to enter into such amended or required by supplemental Indenture that adversely affects its own rights, duties or immunities under this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableotherwise. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder to: (1i) to evidence the succession of another Person to the Company and cure any ambiguity, omission, defect or inconsistency; (ii) provide for the assumption by any such a successor corporation of the covenants obligations of the Company contained in the under this Indenture and in the Notespursuant to Article 5; (2iii) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (iv) add additional Guarantees with respect to the Notes or to release Subsidiary Guarantors from Subsidiary Guaranties as provided by the terms of this Indenture; (v) to secure the Notes, add to the covenants of the Company for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company; (3vi) make any change that does not adversely affect the rights of any Holder of the Notes under this Indenture; (vii) make any change to the subordination provisions of this Indenture that would limit or terminate the benefits available to any holder of Senior Debt under such provisions; (viii) comply with any requirement of the SEC Commission in connection with qualifying the qualification of this Indenture under the TIA or maintaining such qualification thereafter;TIA; or (4ix) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated the issuance of Additional Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by accordance with this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableIndenture. (b) The Intercreditor Agreement Upon the request of the Company accompanied by a Board Resolution of the Board of Directors authorizing the execution of any such amendment of or supplement to this Indenture, and upon receipt by the Trustee of the documents described in Section 9.07, the Trustee shall join with the Company and the Collateral Trust Agreement Subsidiary Guarantors in the execution of any amendment of or supplement to this Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be amended in accordance with its terms and without the consent therein contained, unless such amendment of any Holder, or supplement to this Indenture directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Priority Lien Collateral Agent Trustee may in its discretion, but shall not be obligated to, enter into such amendment of or the Collateral Agent supplement to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingthis Indenture.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes either series without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each Note of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposessuch series to: (1) convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Notes; (2) evidence the succession of another Person to the Company or any Subsidiary Guarantor, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Company contained in or any Subsidiary Guarantor under this Indenture pursuant to the Indenture and in the Notesprovisions described under Article Five; (23) to add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the benefit protection of the Holders or to surrender any right or power herein conferred upon of the CompanyNotes; (34) cure any ambiguity or correct or supplement any provision contained in this Indenture that may be defective or inconsistent with any other provision contained in this Indenture, or make such other provisions in regard to matters or questions arising under this Indenture as the Board of Directors may deem necessary or desirable and that shall not materially and adversely affect the interests of the Holders of the Notes; (5) evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to the Notes and add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one Trustee pursuant to the requirements of this Indenture; (6) 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; (7) add additional Subsidiary Guarantees with respect to the Notes and release any Subsidiary Guarantor in accordance with this Indenture; (8) provide for the issuance of Additional Notes; (9) conform the text of this Indenture or the Notes to any provision of the Description of Notes in the offering memorandum related to the Initial Notes; or (10) comply with any requirement of the SEC in connection with qualifying the qualification of this Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableTIA. (b) The Intercreditor Agreement Upon the request of the Company and upon receipt by the Trustee of the documents described under Section 9.06 hereof, the Trustee shall join with the Company and the Collateral Trust Agreement Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without own rights, duties or immunities under this Indenture or otherwise. Notwithstanding anything to the consent of contrary contained herein, any Holdersupplemental indenture executed pursuant to Section 9.01(a)(7) may be executed by the Company, the Subsidiary Guarantor providing such Subsidiary Guarantee and the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, the Issuer, any Subsidiary Guarantor and the Trustee may amend or supplement this Indenture, the Note Guarantees or the Notes without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder to: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect or inconsistency; (2) provide for the assumption by a successor entity of the obligations of the Company, the Issuer or a Subsidiary Guarantor under this Indenture; (3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Internal Revenue Code of 1986); (4) provide for any Guarantees of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of a Subsidiary Guarantor or Lien securing the Notes when such release, termination or discharge is permitted under this Indenture; (5) add to the covenants of the Company or any Restricted Subsidiary for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanyCompany or any Restricted Subsidiary; (36) make any change that does not adversely affect the rights of any Holder in any material respect; (7) make any amendment to the provisions of this Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes; (8) comply with any requirement of the SEC Commission in connection with qualifying the qualification of this Indenture under the TIA or maintaining such qualification thereafter; (4) if the Issuer elects to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising qualify this Indenture under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note DocumentsTIA); (9) to add convey, transfer, assign, mortgage or pledge as security for the Notes any additional Collateral property or to evidence the release of any Liens, assets in each case as provided in this Indenture or the other Note Documents, as applicable; andaccordance with Section 4.13; (10) with respect to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; or (11) to conform to the Collateral Agreements“Description of the Notes” in the Offering Memorandum, as provided set forth in an Officer’s Certificate delivered to the Trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company, the Issuer and the Subsidiary Guarantors in the Intercreditor Agreement execution of any amended or supplemental indenture authorized or permitted by the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement terms of this Indenture and the Collateral Trust Agreement to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Guarantees without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder to: (1a) cure any ambiguity, omission, mistake, defect or inconsistency; (b) provide for uncertificated Notes in addition to evidence the succession or in place of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the certificated Notes; (2c) provide the assumption of the Issuers’ or any Guarantor’s obligations to add Holders (including, without limitation, pursuant to Section 5.01); (d) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder; (e) add covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanyIssuers or any Guarantor; (3f) to comply with any requirement requirements of the SEC in connection with qualifying order to effect or maintain the qualification of the Indenture under the TIA or maintaining such qualification thereafterTrust Indenture Act; (4g) evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising the requirements thereof; (h) add a Guarantor under the Indenture; (i) make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes; provided, provided however, that (i) compliance with the 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 action shall amendment does not materially and adversely affect the interests rights of any Holder;Holders to transfer Notes; or (5j) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this the Indenture or any of the Convertible Note Documents; (9) to add Collateral Documents or any additional Collateral or to evidence the release of any Liens, Collateral that becomes effective as set forth in each case as provided in this the Indenture or the other Note Documents, as applicable; and (10) with respect to any of the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableDocuments. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes (including the Exchange Notes) or the Subsidiary Guarantees without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Notes; (2) evidence the succession of another Person to the Company Company, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Company contained in or any Subsidiary Guarantor under this Indenture, the Indenture and in Notes or the NotesSubsidiary Guarantees pursuant to the provisions described under Article Five; (23) to add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the benefit protection of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafterNotes; (4) to cure any ambiguity, to ambiguity or correct or supplement any provision herein which contained in this Indenture, the Notes (including the Exchange Notes) or the Subsidiary Guarantees that may be defective or inconsistent with any other provision herein, or to contained in this Indenture; (5) make any such other provisions with respect in regard to matters or questions arising under this Indenture as the Indenture, provided Company may deem necessary or desirable and that such action shall not materially and adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession Holders of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary GuarantorNotes; (6) evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to release a Subsidiary Guarantor from its Subsidiary Guarantee the Notes and add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than the one Trustee pursuant to Section 10.03 hereofthe requirements of this Indenture; (7) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (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); (8) add additional Guarantees with respect to make, complete or confirm the Notes and release any grant of Collateral permitted or required by Subsidiary Guarantor in accordance with this Indenture or any of the Convertible Note DocumentsIndenture; (9) to add any additional Collateral or to evidence provide for the release issuance of any Liens, in each case as provided in Additional Notes; (10) conform the text of this Indenture or the other Note Documents, as applicable; andNotes (including the Exchange Notes) or the Subsidiary Guarantees to any provision of the Description of Notes in the offering memorandum related to the Notes issued on the Issue Date; (1011) comply with respect any requirement of the SEC in connection with the qualification of this Indenture under the TIA; (12) make any change that provides for additional rights or benefits to the Collateral AgreementsHolders of the Notes or does not adversely affect the rights of any Holder in any material respect; (13) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (i) compliance with this Indenture as provided so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (14) supplement any of the provisions of this Indenture to the extent necessary to permit or facilitate defeasance and discharge of the Notes; provided, that the action shall not adversely affect the interests of the Holders of Notes in any material respect; (15) provide for a reduction in the Intercreditor Agreement or minimum denominations of the Collateral Trust Agreement, as applicableNotes; or (16) comply with the rules of any applicable Depositary. (b) The Intercreditor Agreement Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described under Section 9.06 hereof, the Trustee shall join with the Company and the Collateral Trust Agreement Subsidiary Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without own rights, duties or immunities under this Indenture or otherwise. Notwithstanding anything to the consent of contrary contained herein, any Holdersupplemental indenture executed pursuant to Section 9.01(a)(7) may be executed by the Company, the Subsidiary Guarantor providing such Subsidiary Guarantee and the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, the Second Lien Documents may be amended or supplemented by the Company, any Subsidiary Guarantor (a) Without with respect to this Second Lien Indenture or a Subsidiary Guarantee to which it is a party), either Second Lien Trustee and the Collateral Agent without notice to or consent of any HoldersHolder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency identified in an Officer’s Certificate of the Company, when authorized which states that such cure is a good faith attempt by a Board Resolution, each the Company to reflect the intention of the Subsidiary Guarantorsparties to this Second Lien Indenture, when authorized by a Board Resolution, delivered to the applicable Second Lien Trustee and the Trustee upon Company Request, at any time and from time Collateral Agent; (ii) to time, may amend or supplement any conform the text of the Note Second Lien Documents (including any supplemental indenture or other instrument pursuant to which Additional New Second Lien Secured Notes are issued) to the “Description of New Second Lien Secured Notes” in the following circumstances, in form satisfactory to the Trustee, for any of the following purposes:Prospectus; (1iii) to evidence the succession of another Person comply with Section 4.09; (iv) to the Company and provide for the assumption by any such a successor Person of the covenants obligations of the Company contained or any Subsidiary Guarantor under and in the accordance with this Second Lien Indenture and in the NotesNew Second Lien Secured Notes or Subsidiary Guarantee, as the case may be; (2v) to provide for uncertificated New Second Lien Secured Notes in addition to or in place of certificated New Second Lien Secured Notes; provided, however, that the uncertificated New Second Lien Secured Notes are issued in registered form for purposes of Section 163(f) of the Code; (vi) to add or release Subsidiary Guarantees in accordance with the terms of the Second Lien Documents; (vii) to mortgage, pledge, hypothecate or grant any other Lien in favor of the applicable Second Lien Trustee or the Collateral Agent for the benefit of the Holders of the applicable series of New Second Lien Secured Notes, as additional security for the payment and performance of all or any portion of the Second Lien Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the applicable Second Lien Trustee or the Collateral Agent pursuant to the Second Lien Documents or otherwise; (viii) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanyCompany or any Subsidiary Guarantor; (3ix) to make any change that does not adversely affect the rights of any Holder of the applicable series of New Second Lien Secured Notes upon delivery to the applicable Second Lien Trustee of an Officer’s Certificate of the Company certifying the absence of such adverse effect; (x) to comply with any requirement of the SEC in connection with qualifying the qualification of this Second Lien Indenture under the TIA or maintaining such qualification thereafterTIA; (4xi) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other amendment to the provisions of the Second Lien Documents relating to the transfer and legending of New Second Lien Secured Notes as permitted by this Second Lien Indenture, including to facilitate the issuance and administration of the New Second Lien Secured Notes; provided, however, that (1) compliance with respect this Second Lien Indenture as so amended would not result in New Second Lien Secured Notes being transferred in violation of the Securities Act or any applicable securities law and (2) such amendment does not materially and adversely affect the rights of Holders to matters transfer the applicable series of New Second Lien Secured Notes; (xii) to evidence and provide for the acceptance of appointment by a successor Xxxxxxxxxx Agent or questions arising under the Indenturesuccessor Second Lien Trustee for either series of New Second Lien Secured Notes, provided that such action shall not adversely affect successor Second Lien Trustee or Collateral Agent, as the interests case may be, is otherwise qualified and eligible to act as such under the terms of any Holderthis Second Lien Indenture; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7xiii) to provide for uncertificated or confirm the issuance of Additional New Second Lien Secured Notes in addition to or in place of certificated Notesaccordance with this Second Lien Indenture; (8) xiv) to makeprovide for the accession of any parties to the Second Lien Security Documents or the First Lien/Second Lien/Third Lien Intercreditor Agreements, complete as applicable (and other amendments to such documents that in either case are administrative or confirm any grant ministerial in nature) in connection with an incurrence of Collateral additional Indebtedness to the extent permitted or required by this Indenture or any of the Convertible Note Second Lien Documents; (9xv) to add any additional Collateral or to evidence provide for the release of any Liens, the Collateral from the New Second Liens in each case as provided in accordance with the terms of this Indenture or the other Note Documents, as applicable; andSecond Lien Indenture; (10xvi) with respect to the Collateral AgreementsNew Second Lien Convertible Notes, as provided in connection with any event described in Section 13.07, provide that the New Second Lien Convertible Notes are convertible into Reference Property, subject to the provisions hereof, and to make related changes to the terms of the New Second Lien Convertible Notes and conversion rights of the Holders of the New Second Lien Convertible Notes; (xvii) with respect to the New Second Lien Convertible Notes, elect or change an election in respect of settlement election or Specified Dollar Amount to be applicable to all future conversions, which may be irrevocable if so specified, or (xviii) to enter into an Approved Intercreditor Agreement in connection with the incurrence of Junior Lien Indebtedness or Pari Passu Lien Indebtedness permitted by this Second Lien Indenture; provided that, for the Collateral Trust Agreementavoidance of doubt, as applicable. (b) The Intercreditor Agreement and the Collateral Trust Agreement no co-obligor or co-issuer may be amended in accordance with its terms and added (directly or indirectly) to either series of the New Second Lien Secured Notes without the consent of any Holder, a majority in principal amount of the Trustee, New Second Lien Secured Notes of the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations applicable series then Outstandingoutstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, without the consent of any HoldersHolder of Notes, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, Company and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of this Indenture, the Notes, the Note Documents in Guarantees or any Security Document, and the following circumstancesCompany, in form satisfactory to the Trustee, for any of Trustee and the following purposesCollateral Trustee may amend or supplement the Security Documents: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained ambiguity, defect or inconsistency in the this Indenture and in or the Notes; (2) to add to the covenants of the Company for the benefit of the Holders comply with Sections 5.01 or to surrender any right or power herein conferred upon the CompanySection 11.04 hereof; (3) to comply with any requirement of the SEC in connection with qualifying the qualification of this Indenture under the TIA or maintaining such qualification thereafterTIA, in the event that the Company determines that this Indenture be so qualified; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under evidence and provide for the Indenture, provided that such action shall not adversely affect the interests acceptance of any Holderan appointment by a successor Trustee; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code (or any successor provisions); (6) to provide for any Note Guarantee, to secure the Notes or any Note Guarantee or to confirm and evidence the release, termination or discharge of any Note Guarantee of or Lien securing the Notes or any Note Guarantee when such release, termination or discharge is permitted by this Indenture; (7) [Reserved]; (8) to make, complete or confirm make any grant other change that does not materially and adversely affect the rights of Collateral permitted or required by this Indenture or any of the Convertible Note DocumentsHolder; (9) to add conform any additional Collateral or provision to evidence the release “Description of any Liens, in each case as provided in this Indenture or Notes” section of the other Note DocumentsOffering Memorandum, as applicablecertified by an Officer’s Certificate; andor (10) to evidence the issuance of any Pari Passu Obligations and secure such obligations with respect to Liens on the Collateral AgreementsCollateral. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, as provided and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Intercreditor Agreement or the Collateral Trust Agreement, as applicable. Trustee (b) The Intercreditor Agreement and the Collateral Trust Agreement Trustee, as the case may be) will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without the consent of any HoldersNotwithstanding Section 9.02 hereof, the CompanyIssuers, when authorized by any Guarantor (with respect to a Board ResolutionGuarantee or this Indenture), each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Requestand/or the Collateral Agent, at any time and from time to timeas applicable, as the case may be, may amend or supplement this Indenture, the Security Documents, the First Lien Intercreditor Agreement and any of Guarantee or the Note Documents in the following circumstancesNotes, in form satisfactory to each case, without the Trustee, for consent of any of the following purposesHolder: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4a) to cure any ambiguity, to correct omission, mistake, defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (8) c) to makecomply with Section 5.01 hereof; (d) to provide the assumption of any Issuer’s or any Guarantor’s obligations to the Holders; (e) 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; (f) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Parent, complete any Issuer or confirm any grant Subsidiary Guarantor; (g) to comply with requirements of Collateral permitted the SEC in order to effect or required by 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 thereunder pursuant to the requirements thereof; (i) [Reserved]; (j) to add a Guarantor under this Indenture or any of to secure the Convertible Note DocumentsNotes Obligations; (9k) to add any additional Collateral or conform to evidence the release text of any Liensthis Indenture, in each case as provided in this Indenture or the other Note Guarantees, the Security Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the First Lien Intercreditor Agreement or the Collateral Trust Agreement, Notes to any provision of the “Description of Notes” section of the Offering Memorandum as applicable.described in an Officer’s Certificate; (bl) The Intercreditor Agreement 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 Collateral Trust Agreement may be issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in accordance with its terms Notes being transferred in violation of the Securities Act or any applicable securities law and without (ii) such amendment does not materially and adversely affect the consent rights of Holders to transfer Notes; (m) to mortgage, pledge, hypothecate or grant any Holder, other Lien in favor of the Trustee, the Priority Lien Collateral Agent Trustee or the Collateral Agent for the benefit of the Holders, as additional security for the payment and performance of all or any portion of the Notes Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; or (n) to add other parties (or First Lien Secured Parties to any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and Security Documents, to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingextent permitted to be so secured by this Indenture.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, without the consent of any HoldersHolder of Notes, the CompanyIssuers, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, Guarantors and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of this Indenture, the Note Documents in Notes or the following circumstances, in form satisfactory to the Trustee, for any of the following purposesSubsidiary Guarantees: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4a) to cure any ambiguity, to correct defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (8) c) to makeprovide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of the Notes and Subsidiary Guarantees in the case of a merger or consolidation or disposition of all or substantially all of such Issuer’s or such Guarantor’s properties or assets, complete as applicable; (d) to make any change that would provide any additional rights or confirm benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any grant of Collateral permitted or required by Holder, provided that any change to conform this Indenture or any of the Convertible Note DocumentsNotes to the Offering Memorandum will be deemed not to adversely affect such legal rights; (9e) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 hereof; (f) to provide for the issuance of Additional Notes in accordance with Sections 2.02 and 4.09 of this Indenture; (g) to add any additional Collateral Guarantor or to evidence the release of any LiensGuarantor from its Subsidiary Guarantee, in each case as provided in this Indenture or the other Note Documents, as applicable; andIndenture; (10h) with respect to evidence or provide for the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable.acceptance of appointment under this Indenture of a successor Trustee; (bi) The Intercreditor Agreement and to release Liens securing the Collateral Trust Agreement may be amended Notes in accordance with its terms the last paragraph of Section 4.12 hereof or to confirm and without evidence such release or the consent termination or discharge of any Holdersuch Lien; or (j) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA. Upon the request of the Issuers, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee, Trustee will join with the Priority Lien Collateral Agent Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto terms of this Indenture and to establish make any further appropriate agreements and stipulations that may be therein contained, but the Liens on any Collateral securing Trustee will not be obligated to enter into such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingamended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposes:‌ (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, defect or inconsistency; (2) to add provide for certificated Notes in addition to the covenants or in place of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Companyuncertificated Notes; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafterArticle 5 and/or Article 12 hereof; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect change that would provide any additional rights or benefits to matters or questions arising under the Indenture, provided Holders and that such action shall does not materially and adversely affect the interests legal rights hereunder of any Holder, including any change in a Security Document required for the perfection of the relevant document before the applicable registries and/or authorities; (5) to add any Restricted Subsidiary as evidence and provide for the acceptance of an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption appointment by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor;a successor (6) to release a allow any Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof;execute a supplemental indenture and/or add (7) (A) to provide enter into additional or supplemental Security Documents or otherwise add Collateral for uncertificated or further secure the Notes in addition to or in place of certificated Notes any Note Guarantees or any other obligation under this Indenture or (8) B) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note 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; (8) to release a Subsidiary Guarantor as expressly provided in this Indenture; (9) to add any additional Collateral Priority Lien Obligations, Junior Priority Lien Obligations, 1L Obligations or to evidence the release of any Liens2L Obligations, in each case as provided case, to the extent expressly permitted under this Indenture, to the Security Documents, the Tranche 1 Intercreditor Agreement and the Tranche 2/3/4 Intercreditor Agreement on the terms set forth therein, or otherwise in accordance with the terms of this Indenture Indenture, any Security Document, the Tranche 1 Intercreditor Agreement or the other Note Documents, as applicable; andTranche 2/3/4 Intercreditor Agreement; (10) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (11) to enter into any “Deed of Quiet Enjoyment” or documentation of similar effect with respect to the Collateral Agreements, any Drilling Rig so long as provided such documentation is substantially in the Intercreditor Agreement form of the “Deed of Quiet Enjoyment” attached as Exhibit E hereto or in a form not materially and adversely worse to the Collateral Trust Agreement, as applicableinterests of the Holders. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Notes; (2) evidence the succession of another Person to the Company Company, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Company contained in or any Subsidiary Guarantor under this Indenture pursuant to the Indenture and in the Notesprovisions described under Article 5; (23) to add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the benefit protection of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafterNotes; (4) to cure any ambiguity, to ambiguity or correct or supplement any provision herein which contained in this Indenture that may be defective or inconsistent with any other provision hereincontained in this Indenture, or to make any such other provisions with respect in regard to matters or questions arising under this Indenture as the Indenture, provided Board of Directors may deem necessary or desirable and that such action shall not materially and adversely affect the interests of any Holderthe Holders of Notes; (5) evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in add to or change any of the Subsidiary Guarantee provisions of such Subsidiary Guarantorthis Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than the one Trustee pursuant to the requirements of this Indenture; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (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); (7) add additional Guarantees with respect to the Notes and release any Subsidiary Guarantor in accordance with this Indenture; (8) to make, complete or confirm any grant provide for the issuance of Collateral permitted or required by this Indenture or any of the Convertible Note DocumentsAdditional Notes; (9) to add any additional Collateral or to evidence conform the release text of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicableNotes to any provision of the Description of Notes in the offering memorandum related to the Notes issued on the Issue Date; andor (10) comply with respect to any requirement of the Collateral Agreements, as provided SEC in connection with the Intercreditor Agreement or qualification of this Indenture under the Collateral Trust Agreement, as applicableTIA. (b) The Intercreditor Agreement Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described under Section 9.06 hereof, the Trustee shall join with the Company and the Collateral Trust Agreement Subsidiary Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without own rights, duties or immunities under this Indenture or otherwise. Notwithstanding anything to the consent of contrary contained herein, any Holdersupplemental indenture executed pursuant to Section 9.01(a)(7) may be executed by the Company, the Subsidiary Guarantor providing such Subsidiary Guarantee and the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without the consent of any HoldersNotwithstanding Section 9.02 hereof, the CompanyIssuer, when authorized by any Guarantor (with respect to a Board ResolutionNote Guarantee, each of this Indenture or any Collateral Document or Intercreditor Agreement to which such Guarantor is a party), the Subsidiary Guarantors, when authorized by a Board Resolution, Trustee and the Trustee upon Company RequestMaster Collateral Agent (with respect to any Collateral Document or Intercreditor Agreement), at any time subject to the restrictions in the Collateral Agency and from time to timeAccounts Agreement, may amend or supplement the Notes, this Indenture and any of the Note Collateral Documents in or Intercreditor Agreements (including, for the following circumstancesavoidance of doubt, in form satisfactory any exhibit, schedule or other attachment to the TrusteeNotes, for this Indenture or any Collateral Document or Intercreditor Agreement) without the consent of any Holder of Notes and the Issuer may direct the Trustee and, if applicable, the Master Collateral Agent, and the Trustee and, if applicable, the Master Collateral Agent, shall (upon receipt of the documents contemplated by, and subject to the terms of, the last paragraph of this Section 9.01), enter into an amendment to this Indenture or any of the following purposesCollateral Documents or Intercreditor Agreements, as applicable, to: (1i) effect the issuance of Additional Notes of a Series in accordance with the terms of this Indenture and the Collateral Documents, as applicable (including by increasing (but, for the avoidance of doubt, not decreasing), the amount of amortization due and payable with regard to any outstanding Series of Notes); or amend or supplement any Intercreditor Agreement; provided that no such agreement shall amend, modify or otherwise directly and adversely affect the rights or duties of the Trustee or the Master Collateral Agent under this Indenture or any Collateral Document without its prior written consent; (ii) evidence the succession of another Person to Loyalty Co or any Guarantor pursuant to a consolidation, merger or conveyance, transfer or lease of assets permitted under this Indenture; (iii) surrender any right or power conferred upon the Company and Issuer or any Guarantor; 131 (iv) add to the assumption by any covenants such successor further covenants, restrictions, conditions or provisions for the protection of the covenants Holders of the Company contained in the Indenture Notes, and in to add any additional Events of Default for the Notes; (2v) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4x) to cure any ambiguity, to omission, mistake, defect or inconsistency (as reasonably determined in good faith by Alaska), (y) effect administrative changes of a technical or immaterial nature and (z) correct or supplement cure any provision herein which may incorrect cross references or similar inaccuracies and such amendment shall be defective deemed approved by the Holders if the Holders shall have received at least five (5) Business Days’ prior written notice of such change and the Trustee shall not have received, within five (5) Business Days of the date of such notice to the Holders, a written notice from the Permitted Noteholders of each Series stating that such Permitted Noteholders object to such amendment; (vi) convey, transfer, assign, mortgage or inconsistent pledge any property to or with any other provision hereinthe Trustee, or to make any such other provisions with respect in regard to matters or questions arising under this Indenture as shall not adversely affect the Indentureinterests of any holders of Notes; (vii) to modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any supplemental Indenture under the Trust Indenture Act as then in effect; (viii) to add to or change any provisions of this Indenture to such extent as necessary to permit or facilitate the issuance of the Notes of a Series in bearer or uncertificated form, provided that any such action shall not adversely affect the interests of the Holders of Notes of such Series in any Holdermaterial respect; (5ix) (A) effect the granting, perfection, protection, expansion or enhancement of any security interest for the benefit of the Senior Secured Parties, in any property or so that the security interests therein comply with applicable requirements of law, (B) as required by local law or advice of counsel to give effect to, or protect any security interest for the benefit of the Senior Secured Parties, in any property or so that the security interests therein comply with applicable requirements of law, or (C) to add cure ambiguities, omissions, mistakes or defects (as reasonably determined in good faith by the Issuer with respect to this Indenture or the Collateral Controlling Party (at the direction of the applicable party) in the case of any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(aCollateral Document) hereof or to evidence the succession of another Person cause such guarantee, collateral or security document or other document to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof be consistent with this Indenture and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary GuarantorCollateral Documents; (6x) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereofprovide additional guarantees for the Notes of any Series; (7xi) evidence the release of liens in favor of the Master Collateral Agent in the Collateral in accordance with the terms of this Indenture or the Collateral Documents; 132 (xii) evidence and provide for the acceptance of appointment of a separate or successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for uncertificated Notes in addition to or in place facilitate the administration of certificated Notesthis Indenture by more than one Trustee; or (8) to makexiii) conform any term or provision of the Notes, complete or confirm any grant of Collateral permitted or required by this Indenture the Note Guarantees or any of the Convertible Notes Documents to any description of the section “Description of Notes” in the Offering Memorandum to the extent that such provision in the Offering Memorandum was intended to be a verbatim recitation of such term or provision of the Notes, the Note Documents; (9) to add Guarantees or any additional Collateral or to evidence of the release of any Liens, in each case as provided in this Indenture or the other Note Notes Documents, as applicable; and (10) with respect set forth in an Officer’s Certificate delivered to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableTrustee. (b) The Intercreditor Agreement Upon the request of the Issuer and upon receipt by the Trustee and, if applicable, the Master Collateral Agent, of the documents described in Section 9.06 hereof, the Trustee and the Master Collateral Trust Agreement Agent, if applicable, 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 amended in accordance with its terms and without therein contained, but neither the consent of any Holder, Trustee nor the Trustee, the Priority Lien Master Collateral Agent shall be obligated to, but may in its discretion, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness foregoing, no Opinion of Counsel shall rank equally be required in connection with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingaddition of a Guarantor under this Indenture.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (awith respect to a Guarantee or this Indenture to which it is a party) Without and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4a) to cure any ambiguity, to correct omission, mistake, defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7b) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that uncertificated Notes are properly treated as in registered form for U.S. federal income tax purposes; (8) c) to makecomply with the covenant relating to mergers, complete amalgamations, consolidations and sales of assets; (d) to provide for the assumption by a successor Person of the Issuer’s or confirm any grant Guarantor’s obligations to the Holders; (e) 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 Collateral permitted any such Holder; (f) to add covenants for the benefit of the Holders or required by to surrender any right or power conferred upon the Issuer or any Guarantor; (g) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; (h) [Reserved]; (i) to evidence and provide for the acceptance and appointment under this Indenture or, if applicable, any Intercreditor Agreement of a successor Trustee or Paying Agent thereunder pursuant to the requirements thereof; (j) to make any amendment to the provisions of this Indenture relating to the transfer or legending of the Notes or 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; (k) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; or (l) to conform the text of this Indenture, Guarantees, the Notes or, if applicable, any Intercreditor Agreement, to any provision of the Convertible Note Documents; (9) “Description of the Notes” section of the Offering Memorandum to add the extent that such provision in the “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, any additional Collateral Guarantee, the Notes or to evidence the release of any Liens, in each case Intercreditor Agreement as provided in this Indenture or the other Note Documents, as applicable; and (10) an Officer’s Certificate. The Trustee shall be entitled to request and rely absolutely on an Opinion of Counsel and on an Officer’s Certificate with respect to the Collateral Agreementsabove matters. 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, as provided and upon receipt by the Trustee of the documents described in Section 13.02 hereof, the Trustee will join with the Issuer in the Intercreditor Agreement execution of any amended or supplemental indenture authorized or permitted by the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement terms of this Indenture and the Collateral Trust Agreement to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without the consent of any Holderown rights, the Trusteeduties, the Priority Lien Collateral Agent liabilities or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Convertible Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposes: (1a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2b) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3c) to comply with any requirement alter the provisions of Article 2 hereof or the Restricted Notes Legend relating to the form of the SEC Notes (including any related definitions) in connection with qualifying a manner that does not materially adversely affect the Indenture under the TIA or maintaining such qualification thereafterlegal rights of any Holder; (4d) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests legal rights of any Holder; (5e) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6f) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7g) to provide for uncertificated Notes in addition to or in place of certificated Notes; (8) h) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9i) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Convertible Note Documents, as applicable; and (10j) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust and Intercreditor Agreement, as applicable. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, any Subsidiary Guarantor and the Trustee may modify, supplement or amend this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect, mistake or inconsistency; (2) to add to provide for the covenants assumption by a successor of the obligations of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanySubsidiary Guarantor under this Indenture; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors with respect to the Notes of either series, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee; provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes of either series or the related Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders of Notes of either series or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder of Notes of either series; provided, however, that any change to conform this Indenture to the “Description of Notes” in the Offering Memorandum will not be deemed to adversely affect such legal rights; (8) to make, complete or confirm comply with any grant requirement of Collateral permitted or required by the SEC in connection with the qualification of this Indenture or any of under the Convertible Note Documents;Trust Indenture Act; or (9) provide for the succession of a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to add any additional Collateral or to evidence the release of any Liens, in each case act as provided in such under this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableIndenture. (b) The Intercreditor Agreement Upon the request of the Company, and upon receipt by the Collateral Trust Agreement Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee shall join with the Company and each Subsidiary 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 not be obligated to enter into such amended in accordance with or supplemental Indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (a) Without with respect to a Guarantee or this Indenture), the Trustee and the Third Lien Agent may amend or supplement this Indenture, the Security Documents and any Guarantee or Notes without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, mistake, defect or inconsistency; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes; (8) 3) to make, complete comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuers’ or confirm any grant Guarantor’s obligations to the Holders; (5) to make any change or changes 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 release Collateral from any Lien pursuant to the Indenture and the Security Documents when permitted or required by this Indenture or to add assets to the Collateral to the extent necessary to provide for the granting of a security interest for the benefit of any Person; provided, however, that the granting of such security interest is not prohibited under Section 4.20 hereof or otherwise under this Indenture; (7) to add parties to the Convertible Note Security Documents, including Guarantors, or successors, including successor trustees or other representatives; (8) to make provision for pledges of any collateral to secure the Notes; (9) to add any additional Collateral covenants for the benefit of the Holders or to evidence surrender any right or power conferred upon the release of Issuers or any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; andGuarantor; (10) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (11) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor Third Lien Agent thereunder pursuant to the requirements thereof; (12) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely tradeable; (13) to provide for the issuance of Additional Notes in accordance with this Indenture; (14) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture; (15) to conform the text of this Indenture, Guarantees, the Security Documents or the Notes to any provision of the “Description of New Notes” section of the Offering Circular to the extent that such provision in such “Description of New Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantees, the Security Documents or Notes; (16) 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 the Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes; (17) to make any other modifications to the Notes or this Indenture of a formal, minor or technical nature, or necessary to correct a manifest error, so long as such modification does not adversely affect the rights of any Holders in any material respect; (18) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Third Lien Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Third Lien Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Third Lien Agent pursuant to this Indenture, any of the Security Documents or otherwise; (19) to secure any Priority Lien Obligations or any Permitted Additional Pari Passu Obligations under the Security Documents and to include the same in an Intercreditor Agreement; (20) to enter into any intercreditor arrangements with respect to Indebtedness secured by junior Liens on the Collateral AgreementsCollateral; or (21) to provide for (i) the succession of any parties to the Security Documents or the Intercreditor Agreements (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 the Credit Agreements or any other agreement that is not prohibited by this Indenture, or (ii) the succession of the Third Lien Agent as provided collateral agent under this Indenture, the Intercreditor Agreements and the Security Documents. Upon the request of the Issuers accompanied by a resolution of 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 hereof, the Trustee shall join with the Issuers and the Guarantors in the Intercreditor Agreement execution of any amended or supplemental indenture authorized or permitted by the Collateral Trust Agreementterms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, as applicable. (b) The Intercreditor Agreement but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent Trustee of any Holdera supplemental indenture to this Indenture, the Trusteeform of which is attached as Exhibit D hereto, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingdelivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Company, the Guarantors (aexcept 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) Without and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder to: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, defect or inconsistency; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) provide for the assumption of the Company’s or a Guarantor’s obligations to Holders and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof; (4) make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights hereunder of any Holder; (5) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Memorandum, to the extent that such provision in that “Description of Notes” 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 of this Indenture; (8) allow any Guarantor to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of execute a supplemental indenture and/or a Note Guarantee with respect to the Convertible Note Documents;Notes; or (9) to add any additional Collateral or to evidence and provide for the release acceptance of appointment under this Indenture of a successor Trustee. Upon the request of the Company and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and, if applicable, the Guarantors in the execution of any Liensamended 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, in each case as provided in but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableotherwise. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder to: (1a) cure any ambiguity, defect or inconsistency; (b) provide for uncertificated Notes in addition to evidence the succession or in place of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the certificated Notes; (2c) to add to provide for the covenants assumption by a successor corporation of the obligations of the Company or Subsidiary Guarantors under the Notes, this Indenture and/or a Subsidiary Guarantee in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets or the assets of a Subsidiary Guarantor; (d) 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 hereunder of any such Holder; (e) make any change to comply with any requirement of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) add covenants for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanyCompany or any Subsidiary Guarantors; (3g) add a Subsidiary Guarantor under this Indenture; (h) conform the text of this Indenture, the Subsidiary Guarantees or the Notes to any provision of the Description of the Notes to the extent that such provision in the Description of the Notes was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantee or the Notes; (i) provide for the issuance of additional Notes in accordance with the limitations as set forth in this Indenture; (j) provide for a successor trustee in accordance with the terms of the Indenture or to otherwise comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter;Indenture; or (4k) to cure comply with the rules of any ambiguityapplicable securities depositary. Upon the request of the Company accompanied by a Board Resolution of the Board of Directors authorizing the execution of any such amended or supplemental Indenture, to correct and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplement any provision herein which may be defective supplemental Indenture authorized or inconsistent with any other provision herein, or permitted by the terms of this Indenture and to make any other provisions with respect to matters or questions arising under further appropriate agreements and stipulations that may be therein contained, but the Indenture, provided that such action Trustee shall not adversely affect the interests of any Holder; (5) be obligated to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof enter into such amended or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained hereinsupplemental Indenture that affects its own rights, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to duties or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by immunities under this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableotherwise. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 10.02 of the Indenture, the Issuers and the Guarantors and the Trustee may amend or supplement the Indenture, the Guarantees or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct omission, defect, mistake or supplement inconsistency; (b) provide for the assumption by a successor corporation of the obligations of the Issuers or any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising Guarantor under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5c) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes (8) to make, complete or confirm any grant provided that the uncertificated Notes are issued in registered form for purposes of Collateral permitted or required by this Indenture or any Section 163(f) of the Convertible Note DocumentsCode, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (9d) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) Guarantees with respect to the Collateral AgreementsNotes, as provided including Subsidiary Guarantees, or release a Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee; provided, however, that the release and termination is in accord with the applicable provisions of the Indenture; (e) secure the Notes or Guarantees; (f) add to the covenants of the Issuers or a Guarantor for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Issuers or a Guarantor; (g) make any change that does not adversely affect the rights of any Holder; (h) comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA; (i) [Intentionally deleted]; or (j) provide for the succession of a successor Trustee. Upon the request of the Issuers accompanied by a resolution of the Board of Directors of the Company (in the Intercreditor Agreement or case of the Collateral Trust AgreementCompany), as applicable. and of the Board of Directors of Finance Co and each of the Subsidiary Guarantors (b) The Intercreditor Agreement in the case of Finance Co and the Collateral Trust Agreement Subsidiary Guarantors), authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 8.02(b) hereof stating that such amended or supplemental indenture complies with this Section 10.01, the Trustee shall join with the Issuers and each of the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of the Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without own rights, duties or immunities under the Indenture or otherwise. It shall not be necessary for the consent of the Holders of Notes under this Section 10.01 to approve the particular form of any Holderproposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingsubstance thereof.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, any Subsidiary Guarantor and the Trustee and the Collateral Agent may modify, supplement or amend this Indenture, the Notes, the Security Documents and the Intercreditor Agreement without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect, mistake or inconsistency; (2) to add to provide for the covenants assumption by a successor of the obligations of the Company for or any Subsidiary Guarantor under this Indenture, the benefit of Security Documents and the Holders or to surrender any right or power herein conferred upon Intercreditor Agreement in accordance with the Companyapplicable provisions thereof; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (4) add guarantors or Collateral with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee or terminate a Lien securing the Notes; provided that the release and termination is in accordance with the applicable provisions of this Indenture; (5) secure the Notes or Subsidiary Guarantees; (6) add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (7) make any change that does not adversely affect the rights of any Holder; (8) comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; (9) provide for the succession of a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture; or (10) make, complete or confirm any grant of Collateral permitted or required by this Indenture Agreement or any of the Convertible Note Security Documents; (9) to add any additional Collateral or to evidence the release of any Liens. In addition, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent Trustee or the Collateral Agent with the consent of the parties thereto or otherwise in accordance with its terms, including to add additional Pari Passu Indebtedness and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing securing the Convertible Note Obligations other Pari Passu Indebtedness then Outstandingoutstanding. The Intercreditor Agreement will also provide that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Agent in connection with any amendments to corresponding security documents creating Prior Liens. (b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 13.04 and Section 9.06, the Trustee shall join with the Company and each Subsidiary Guarantor in the execution of any amendment or 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 not be obligated to enter into such amendment or supplement that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.2 of this Indenture, the Company, the Subsidiary Guarantors, if any, and the Trustee may amend this Indenture without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNote: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4a) to cure any ambiguity, to correct omission, defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5b) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof provide for the assumption by a successor corporation of the obligations of the Company under this Indenture, or to evidence for the succession assumption by a successor Person of another Person to the obligations of any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantorunder this Indenture; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7c) to provide for uncertificated Notes in addition to or in place of certificated Notes Notes (8) to makeprovided, complete or confirm any grant that the uncertificated Notes are issued in registered form for purposes of Collateral permitted or required by this Indenture or any Section 163(f) of the Convertible Note DocumentsCode, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (9d) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) guarantees with respect to the Collateral AgreementsNotes, as provided in including any Subsidiary Guarantees, or to secure the Intercreditor Agreement Notes or the Collateral Trust Agreement, as applicable.any guarantees; (be) The Intercreditor Agreement to effect the release of a Subsidiary Guarantor from its Subsidiary Guarantee and the Collateral Trust Agreement may be amended termination of such Subsidiary Guarantee, all in accordance with its terms the provisions of this Indenture governing such release and without termination; (f) to add to the consent covenants of the Company or a Subsidiary Guarantor for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Company or a Subsidiary Guarantor; (g) to make any change that does not adversely affect the rights of any HolderHolder of the Notes; (h) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act; or (i) to provide for the succession of a successor Trustee. Upon the written request of the Company accompanied by resolutions of the Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel, the TrusteeTrustee shall join with the Company and the Subsidiary Guarantors, if any, in the Priority Lien Collateral Agent execution of any amended or supplemental Indenture authorized or permitted by the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto terms of this Indenture and to establish make any further appropriate agreements and stipulations that may be therein contained, but the Liens on any Collateral securing Trustee shall not be obligated to enter into such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingamended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. Notwithstanding the first paragraph of Section 9.02, the Issuer, any Guarantor (awith respect to a Guarantee or this Indenture) Without and the Trustee and the Notes Collateral Agent (to the extent a party thereto) may amend or supplement this Indenture, the Security Documents, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement and any Guarantee or Notes without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, mistake, defect or inconsistency; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes 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; (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 make, complete or confirm any grant of Collateral permitted or required by evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or any of a successor Notes Collateral Agent thereunder pursuant to the Convertible Note Documentsrequirements thereof; (9) 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; (10) to add a Guarantor under this Indenture; (11) 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 Notes” section of the Offering 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, the Security Documents, the ABL-Notes Intercreditor Agreement, the Pari Passu Intercreditor Agreement, the Guarantees or the Notes; (12) 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; (13) to add additional assets as Collateral; (14) to release Collateral from the Lien or to evidence the release of any LiensGuarantor from its Guarantee, in each case as provided in pursuant to this Indenture Indenture, the Security Documents or the other Note DocumentsABL-Notes Intercreditor Agreement when permitted or required by this Indenture, as applicable; andthe Security Documents or the ABL-Notes Intercreditor Agreement; (1015) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement 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 Trust Agreement, as applicable. and (b) The Intercreditor Agreement to which both the ABL Collateral Agent and the Notes Collateral Trust Agreement may be amended in accordance with its terms Agent are a party, at the request and sole expense of the Issuer and without the consent of the Notes Collateral Agent, to amend any Holder, the Trustee, the Priority Lien such agreement to substitute a Successor ABL Collateral Agent or for the ABL Collateral Agent as the controlling secured party thereunder; (16) 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 other parties (or any authorized agent thereof or trustee therefor) holding providing any such refinancing or replacement indebtedness, (ii) to establish that Liens on any Notes Collateral securing such refinancing or replacement Indebtedness subject thereto 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 Indebtedness shall rank equally with 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 (17) in the case of the ABL-Notes Intercreditor Agreement, in order to subject the security interests in the Collateral Securing in respect of any Other Pari Passu Lien Obligations to the Convertible Note terms of the ABL-Notes Intercreditor Agreement, in each case, to the extent the incurrence of such Other Pari Passu Lien Obligations, and the grant of all Liens on the Collateral held for the benefit of such Other Pari Passu Lien Obligations then Outstandingare permitted under this Indenture. Upon the request of the Issuer accompanied by a resolution of its 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, 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 not be obligated to enter into such amended or supplemental indenture or security documents, intercreditor agreement or any amendment thereto that affects their own rights, duties, liabilities or immunities under this Indenture or otherwise. The delivery of an Opinion of Counsel and an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D. 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” under the Collateral Agreement (or any other Security Document) by providing notice to such effect and an Officer’s 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, Officer’s Certificate and Opinion of Counsel, the Notes Collateral Agent shall enter into a Pari Passu Intercreditor Agreement with the Grantors 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. (a) Without the consent of any HoldersNotwithstanding Section 9.02 hereof, Holdings, the CompanyIssuer, when authorized by any other Guarantor (with respect to a Board ResolutionGuarantee or this Indenture to which it is a party), each of the Subsidiary Guarantors, when authorized by a Board Resolution, Trustee and the Trustee upon Company Request, at any time Notes Collateral Agent and from time to time, the other parties thereto may amend or supplement any Notes Documents without the consent of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder to: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, mistake, defect, error or inconsistency; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes or to alter the provisions of this Indenture relating to the form of the Notes (including related definitions); (3) comply with the covenant described under Section 5.01 hereof; (4) provide for the assumption by a successor Person of Holdings, the Issuer’s or any other Guarantor’s obligations under any Notes Document; (5) make any change (including changing the CUSIP or other identifying number on any Notes) that would provide any additional rights or benefits to the Holders or that does not materially and adversely affect the rights of any Holder in any material respect; (6) add or modify covenants or provide for a Note Guarantee for the benefit of the Holders; (7) at the Issuer’s election, 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 or successor Agent thereunder pursuant to makethe requirements thereof or to provide for the accession by the Trustee or Notes Collateral Agent to any Notes Document; (9) provide for the issuance of exchange notes or private exchange notes, complete which are identical to exchange notes except that they are not freely transferable; (10) add a Guarantor or a co-obligor of the Notes under this Indenture or to release a Guarantor when permitted by this Indenture; (11) conform the text of the Notes Documents to any provision of the “Description of Notes” section of the Offering Memorandum; (12) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (13) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with the covenant described under Section 4.09 hereof to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture; (14) make such provisions as necessary for the issuance of Additional Notes; (15) comply with the rules and procedures of any applicable securities depositary; (16) make any amendment to the provisions of the Notes Documents to eliminate the effect of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP”; (17) mortgage, pledge, hypothecate or grant a security interest in favor of the Notes Collateral Agent or the Trustee for the benefit of the Trustee or the holders of the Notes as additional security for the payment and performance of Holdings’, the Issuer’s or any other Guarantor’s obligations under the Notes Documents, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Notes Collateral Agent or the Trustee in accordance with the terms of the Collateral Documents; (18) add additional parties with Pari Passu Lien Priority to any Collateral Documents; (19) enter into any Pari Passu Intercreditor Agreement having substantially similar terms with respect to the Holders as those set forth in the Pari Passu Intercreditor Agreement, taken as a whole, or any joinder thereto or enter into any Junior Priority Intercreditor Agreement as described in Section 13.09 hereof; (20) in the case of any Collateral Document, to include therein any legend required to be set forth therein pursuant to the Pari Passu Intercreditor Agreement or a Junior Priority Intercreditor Agreement or to modify any such legend as required by the Pari Passu Intercreditor Agreement or any Junior Priority Intercreditor Agreement; (21) to provide for the succession of any parties to the Collateral 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 the Senior Credit Facilities or any other agreement that is not prohibited by this Indenture; or (22) to release Collateral from the Lien securing the Notes when permitted or required by this Indenture Indenture, the Collateral Documents or any the Intercreditor Agreement. Upon the request of Issuer and upon receipt by the Trustee or the Notes Collateral Agent, if applicable, of the Convertible Note Documents; (9) to add any additional documents described in Section 9.06 hereof, the Trustee and the Notes Collateral or to evidence Agent, if applicable, shall join with the release Issuer and the Guarantors, if applicable, in the execution of any Liensamended or supplemental indenture or amendment or supplement to the other Notes Documents authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, in each case as provided in but the Trustee or the Notes Collateral Agent, if applicable, shall not be obligated to enter into such amended or supplemental indenture or amendment or supplement to the other Notes Documents that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the other Note Documentsforegoing, as applicable; and no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon (10i) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement execution and delivery by such Guarantor and the Trustee and the Notes Collateral Trust Agreement may be amended in accordance with its terms and without the consent Agent of any Holdera supplemental indenture to this Indenture, the Trusteeform of which is attached as Exhibit D hereto, the Priority Lien Collateral Agent or the Collateral Agent to add other parties and (or any authorized agent thereof or trustee thereforii) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally delivery of an Officer’s Certificate complying with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingprovisions of Sections 9.06, 12.04 and 12.05 hereof.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the Notes; (2) evidence the succession of another Person to the Company or any Subsidiary Guarantor, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Company contained in or any Subsidiary Guarantor under this Indenture pursuant to the Indenture and in the Notesprovisions described under Article Five; (23) to add to the covenants of the Company and the Subsidiary Guarantors such further covenants, restrictions, conditions or provisions for the benefit protection of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying Notes; or make any change that does not adversely affect the Indenture under rights of any Holder of the TIA or maintaining such qualification thereafterNotes; (4) to cure any ambiguity, to ambiguity or correct or supplement any provision herein which contained in this Indenture that may be defective or inconsistent with any other provision hereincontained in this Indenture, or to make any such other provisions with respect in regard to matters or questions arising under this Indenture as the Indenture, provided Board of Directors may deem necessary or desirable and that such action shall not materially and adversely affect the interests of any Holderthe Holders of the Notes; (5) evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee with respect to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in add to or change any of the Subsidiary Guarantee provisions of such Subsidiary Guarantorthis Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one Trustee pursuant to the requirements of this Indenture; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (7) add additional Subsidiary Guarantees with respect to the Notes and release any Subsidiary Guarantor in accordance with this Indenture; (8) to make, complete or confirm any grant provide for the issuance of Collateral permitted or required by this Indenture or any of the Convertible Note DocumentsAdditional Notes; (9) to add any additional Collateral or to evidence conform the release text of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicableNotes to any provision of the Description of Notes in the offering memorandum related to the Initial Notes; andor (10) comply with respect to any requirement of the Collateral Agreements, as provided SEC in connection with the Intercreditor Agreement or qualification of this Indenture under the Collateral Trust Agreement, as applicableTIA. (b) The Intercreditor Agreement Upon the request of the Company and upon receipt by the Trustee of the documents described under Section 9.06 hereof, the Trustee shall join with the Company and the Collateral Trust Agreement Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without own rights, duties or immunities under this Indenture or otherwise. Notwithstanding anything to the consent of contrary contained herein, any Holdersupplemental indenture executed pursuant to Section 9.01(a)(7) may be executed by the Company, the Subsidiary Guarantor providing such Subsidiary Guarantee and the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without the consent of any HoldersNotwithstanding Section 9.02 hereof, the CompanyIssuer, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, Trustee and the Trustee upon Company RequestCollateral Agent may amend or supplement this Indenture, at any time the Security Documents and from time to timethe Notes and the Issuer, the Trustee, the Collateral Agent and the Guarantors may amend or supplement any of the Note Documents in the following circumstancesGuarantee issued under this Indenture, in form satisfactory to each case, without the Trustee, for consent of any of the following purposesHolder: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, mistake, defect or inconsistency; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes 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 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 connection with the qualification of this Indenture under the Trust Indenture Act, if such qualification is required; (8) to make, complete or confirm any grant of Collateral permitted or required by evidence and provide for the acceptance and appointment under this Indenture or any of a successor Trustee thereunder pursuant to the Convertible Note Documentsrequirements thereof; (9) to add any additional Collateral a Guarantor under this Indenture or to evidence secure the release Notes; (10) to conform the text of any Liens, in each case as provided in this 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 this Indenture, the Guarantees or the Notes was intended to be a verbatim recitation of a provision of the “Description of the Notes”; (11) to provide for the issuance of Additional Notes; (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including to facilitate the issuance and administration of 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; (13) to mortgage, pledge, hypothecate or grant any other Note Lien in favor of the Trustee or the Collateral Agent for the benefit of the Holders, as additional security for the payment and performance of all or any portion of the Notes Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; (14) to add Additional First Lien Secured Parties to any Security Documents, as applicable; andto the extent permitted to be so secured by this Indenture; (1015) to enter into any intercreditor agreement having substantially similar terms with respect to the Collateral Agreements, Holders as provided those set forth in the First Lien Intercreditor Agreement, the ABL Intercreditor Agreement or any Junior Lien Intercreditor Agreement, taken as a whole, or any joinder thereto; (16) in the case of any Security Document, to include therein any legend required to be set forth therein pursuant to the First Lien Intercreditor Agreement or the Collateral Trust ABL Intercreditor Agreement or to modify any such legend as required by the First Lien Intercreditor Agreement or the ABL Intercreditor Agreement, as applicable.; or (b17) The Intercreditor Agreement to provide for the succession of any parties to the 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 the ABL Facility, the New Senior Credit Facilities or any other agreement that is not prohibited by this Indenture. Upon the request of the Issuer accompanied by a resolution of the 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(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Collateral Trust Agreement Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in accordance connection with its terms the addition of a Guarantor under this Indenture upon execution and without delivery by such Guarantor and the consent Trustee of any Holdera supplemental indenture to this Indenture, the Trusteeform of which is attached as Exhibit D hereto, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingdelivery of an Officer’s Certificate.

Without Consent of Holders of Notes. Notwithstanding Section 9.02, the Third Lien Documents may be amended or supplemented by the Company, any Subsidiary Guarantor (a) Without with respect to this Third Lien Indenture or a Subsidiary Guarantee to which it is a party), the Third Lien Trustee and the Collateral Agent without notice to or consent of any HoldersHolder: (i) to cure any ambiguity, omission, mistake, defect or inconsistency identified in an Officer’s Certificate of the Company, when authorized which states that such cure is a good faith attempt by a Board Resolution, each the Company to reflect the intention of the Subsidiary Guarantorsparties to this Third Lien Indenture, when authorized by a Board Resolution, delivered to the Third Lien Trustee and the Trustee upon Company Request, at any time and from time Collateral Agent; (ii) to time, may amend or supplement any conform the text of the Note Third Lien Documents (including any supplemental indenture or other instrument pursuant to which Additional New Third Lien Secured Notes are issued) to the “Description of New Third Lien Secured Notes” in the following circumstances, in form satisfactory to the Trustee, for any of the following purposes:Prospectus; (1iii) to evidence the succession of another Person comply with Section 4.09; (iv) to the Company and provide for the assumption by any such a successor Person of the covenants obligations of the Company contained or any Subsidiary Guarantor under and in the accordance with this Third Lien Indenture and in the NotesNew Third Lien Secured Notes or Subsidiary Guarantee, as the case may be; (2v) to provide for uncertificated New Third Lien Secured Notes in addition to or in place of certificated New Third Lien Secured Notes; provided, however, that the uncertificated New Third Lien Secured Notes are issued in registered form for purposes of Section 163(f) of the Code; (vi) to add or release Subsidiary Guarantees in accordance with the terms of the Third Lien Documents; (vii) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Third Lien Trustee or the Collateral Agent for the benefit of the Holders of the New Third Lien Secured Notes, as additional security for the payment and performance of all or any portion of the Third Lien Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Third Lien Trustee or the Collateral Agent pursuant to the Third Lien Documents or otherwise; (viii) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanyCompany or any Subsidiary Guarantor; (3ix) to make any change that does not adversely affect the rights of any Holder of the New Third Lien Secured Notes upon delivery to the Third Lien Trustee of an Officer’s Certificate of the Company certifying the absence of such adverse effect; (x) to comply with any requirement of the SEC in connection with qualifying the qualification of this Third Lien Indenture under the TIA or maintaining such qualification thereafterTIA; (4xi) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other amendment to the provisions of the Third Lien Documents relating to the transfer and legending of New Third Lien Secured Notes as permitted by this Third Lien Indenture, including to facilitate the issuance and administration of the New Third Lien Secured Notes; provided, however, that (1) compliance with respect this Third Lien Indenture as so amended would not result in New Third Lien Secured Notes being transferred in violation of the Securities Act or any applicable securities law and (2) such amendment does not materially and adversely affect the rights of Holders to matters transfer the New Third Lien Secured Notes; (xii) to evidence and provide for the acceptance of appointment by a successor Collateral Agent or questions arising under successor Third Lien Trustee for the IndentureNew Third Lien Secured Notes, provided that such action shall not adversely affect successor Third Lien Trustee or Collateral Agent, as the interests case may be, is otherwise qualified and eligible to act as such under the terms of any Holderthis Third Lien Indenture; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7xiii) to provide for uncertificated or confirm the issuance of Additional New Third Lien Secured Notes in addition to or in place of certificated Notesaccordance with this Third Lien Indenture; (8) xiv) to makeprovide for the accession of any parties to the Third Lien Security Documents or the First Lien/Second Lien/Third Lien Intercreditor Agreements, complete as applicable (and other amendments to such documents that in either case are administrative or confirm any grant ministerial in nature) in connection with an incurrence of Collateral additional Indebtedness to the extent permitted or required by this Indenture or any of the Convertible Note Third Lien Documents; (9xv) to add any additional Collateral or to evidence provide for the release of any Liens, the Collateral from the New Third Liens in each case as provided in accordance with the terms of this Indenture or the other Note Documents, as applicable; andThird Lien Indenture; (10xvi) with respect to the Collateral AgreementsNew Third Lien Secured Notes, as provided in connection with any event described in Section 13.07, provide that the New Third Lien Secured Notes are convertible into Reference Property, subject to the provisions hereof, and to make related changes to the terms of the New Third Lien Secured Notes and conversion rights of the Holders of the New Third Lien Secured Notes; (xvii) with respect to the New Third Lien Secured Notes, elect or change an election in respect of settlement election or Specified Dollar Amount to be applicable to all future conversions, which may be irrevocable if so specified, or (xviii) to enter into an Approved Intercreditor Agreement in connection with the incurrence of Junior Lien Indebtedness or Pari Passu Lien Indebtedness permitted by this Third Lien Indenture; provided that, for the Collateral Trust Agreementavoidance of doubt, as applicable. (b) The Intercreditor Agreement and the Collateral Trust Agreement no co-obligor or co-issuer may be amended in accordance with its terms and added (directly or indirectly) to the New Third Lien Secured Notes without the consent of any Holder, a majority in principal amount of the Trustee, the Priority New Third Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations Secured Notes then Outstandingoutstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, without the consent of any HoldersHolders of Notes, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, the Trustee and the Trustee upon Company Request, at any time and from time to time, Collateral Agent may amend or supplement any of this Indenture, the Note Security Documents (by the applicable parties thereto), the Intercreditor Agreement and the Notes in the following circumstances, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4a) to cure any ambiguity, to correct omission, defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5b) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof provide for the assumption of the Company’s obligations to the Holders of Notes or to evidence under the succession of another Person to any Subsidiary Guarantor Security Documents or the Intercreditor Agreement pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 Article 5 hereof; (7c) to provide for the assumption of a Guarantor’s obligations to the Holders of Notes or under the Security Documents or the Intercreditor Agreement pursuant to Article 10 hereof; (d) to provide for uncertificated Notes in addition to or in place of certificated Notes; (8) e) to provide any security for, any guarantees of or any additional obligors on the Notes; (f) to comply with any requirements to effect or maintain the qualification of this Indenture under the TIA; (g) to add covenants that would benefit the Holders or to surrender any rights the Company has under this Indenture, the Notes, the Security Documents and the Intercreditor Agreement; (h) to add events that constitute Events of Default with respect to the Notes; (i) to evidence the release of any Guarantor from its Subsidiary Guarantee or from the Security Documents to which it is a party in accordance with this Indenture; (j) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Security Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10k) with respect to make any change that does not adversely affect any outstanding Notes; provided that any change made solely to conform the Collateral Agreementsprovisions of this Indenture, as provided in the Notes, the Security Documents or the Intercreditor Agreement or to the Collateral Trust Agreement“Description of the Notes” in the Offering Memorandum will not be deemed to adversely affect any outstanding Notes. Upon the request of the Company, as applicable. (b) The Intercreditor Agreement and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee and the Collateral Trust Agreement Agent shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be amended in accordance with its terms and without therein contained, but neither the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or Trustee nor the Collateral Agent shall be obligated to add other parties (enter into such amended or any authorized agent thereof supplemental Indenture that affects its own rights, duties or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingimmunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, without the consent of any HoldersHolder of Notes, the CompanyIssuers, when authorized by a Board Resolutionthe Parent, each of the Subsidiary Guarantors, when authorized by a Board Resolution, Guarantors and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of this Indenture or the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNotes: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, defect or inconsistency; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Definitive Notes; (8) 3) to makeprovide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale, complete assignment, transfer, lease, conveyance or confirm other disposition of all or substantially all of such Issuer’s or Guarantor’s properties or assets; (4) to make any grant change that would provide any additional rights or benefits to the Holders of Collateral permitted Notes or required by that does not adversely affect the legal rights under this Indenture of any such Holder; provided that any change to conform this Indenture or any of the Convertible Note DocumentsNotes to the Offering Memorandum will not be deemed to adversely affect such legal rights; (95) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 or otherwise; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (7) to add any additional Collateral Guarantor or to evidence the release of any LiensGuarantor from its Note Guarantee, in each case as provided in this Indenture; (8) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (9) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee. Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee will join with the Issuers, the Parent and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableotherwise. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.2 of this Indenture, without the consent of any HoldersHolder of the Notes, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, Guarantors and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of this Indenture, the Note Security Documents in or the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNotes to: (1i) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct omission, defect or supplement inconsistency in any provision herein which may be defective or inconsistent with manner that is not adverse in any other provision herein, or to make any other provisions with material respect to matters or questions arising under any Holder of the Indenture, provided that such action shall not adversely affect the interests of any Holder;Notes, (5ii) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and provide for the assumption by any such successor a Surviving Person of the covenants and agreements obligations of such Subsidiary Guarantor contained herein, in the Notes and in Company under the Subsidiary Guarantee Indenture or of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from under this Indenture and its Subsidiary Guarantee pursuant to Section 10.03 hereof;Guaranty, (7iii) to provide for uncertificated Notes 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), (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9iv) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) Guarantees with respect to the Collateral Agreements, Notes or to release Subsidiary Guarantors from Subsidiary Guarantees with respect to the Notes as provided permitted by the terms of this Indenture, (v) add to the covenants of the Company and the Subsidiary Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor, (vi) make any change that does not adversely affect the rights of any Holder of the Notes, (vii) make any change to comply with any requirement of the Commission in connection with the Intercreditor Agreement or qualification of this Indenture under the Collateral Trust Agreement, TIA; (viii) provide for the issuance of Additional Notes in accordance with this Indenture or (ix) add any additional assets as applicableCollateral. (b) The Intercreditor Agreement Upon the request of the Company accompanied by a Board Resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.6, the Trustee shall join with the Company and the Collateral Trust Agreement Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without the consent Notwithstanding Section 9.02 of any Holdersthis Indenture, the CompanyIssuers, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, Guarantors and the Trustee upon Company Requestand/or Collateral Agent, at any time and from time to timeas applicable, may amend or supplement any of this Indenture, the Note Guarantees or the Notes or the Security Documents in without the following circumstances, in form satisfactory to the Trustee, for consent of any Holder of the following purposesa Note: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4a) to cure any ambiguity, to correct defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7b) to provide for uncertificated Notes 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); (8) c) to makeprovide for the assumption of an Issuer’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ and their Restricted Subsidiaries’ assets, complete taken as a whole; (d) to make any change that would provide any additional rights or confirm benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any grant such Holder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (f) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (g) to provide for the issuance of Additional Notes in accordance with this Indenture; (h) to add to the Collateral securing the Notes; (i) to provide for the release of Collateral from the Lien of this Indenture and the Security Documents when permitted or required by the Security Documents or this Indenture or any of the Convertible Note DocumentsIndenture; (9j) to secure any Indebtedness that is permitted to be incurred in accordance with this Indenture under the Security Documents and to appropriately include the same in the Intercreditor Agreement; (k) to release a Guarantor from its Guarantee when permitted by this Indenture; (l) to add any additional Collateral to the covenants of the Issuers for the benefit of the Holders of Notes or to evidence surrender any right or power conferred upon the release Issuers; (m) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee on behalf of the holders of the Notes, as additional security for the payment and performance of all or any portion of the Second Priority Liens, in each case as provided any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in this Indenture which a Lien is required to be granted to or for the other Note Documents, as applicable; and (10) with respect to benefit of the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent Trustee or the Collateral Agent pursuant to add other parties this Indenture, any of the Security Documents or otherwise; or (n) to conform this Indenture, the Security Documents or the Notes to provisions of the “Description of the Notes” contained in the Offering Memorandum to the extent such provision was intended to be a verbatim recitation of a provision contained herein. Upon the request of the Issuers 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 and 9.06 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized agent thereof or trustee therefor) holding Indebtedness subject thereto permitted by the terms of this Indenture and to establish make any further appropriate agreements and stipulations that may be therein contained, but the Liens on any Collateral securing Trustee shall not be obligated to enter into such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingamended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, without the consent of any HoldersHolder, the CompanyIssuers, when authorized by a Board Resolutionany Restricted Entity, each any Restricted Subsidiary of Xxxx Las Vegas or any Restricted Entity, or any Guarantor, the Subsidiary GuarantorsIssuers, when authorized by a Board Resolution, Guarantors and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of this Indenture, the Notes, the Note Guarantees or the Collateral Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5b) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes; (8) c) provide for the assumption of the Issuers' or any Guarantor's obligations to makethe Holders of the Notes by a successor to the Issuers or such Guarantor, complete as the case may be, in the case of a merger or confirm consolidation or sale of all or substantially all of the Issuers' or such Guarantor's assets pursuant to Article 5 hereof; (d) make any grant change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder; (e) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee; (g) enter into additional or supplemental Collateral Documents or Guarantees or an intercreditor agreement with respect thereto; or (h) provide for Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture. Upon the request of the Issuers accompanied by a resolution of 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 hereof, the Trustee shall join with the 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 not be obligated to enter into such amended or required by supplemental indenture that affects its own rights, duties or immunities under this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence the release of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableotherwise. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors, and the Trustee may amend or supplement this Indenture, the Notes or the Collateral Documents without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNote: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4i) to cure any ambiguity, to correct omission, defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7ii) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9iii) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets; (iv) to add any additional assets as Collateral; (v) to release Collateral from the Lien of the Indenture and the Collateral Documents when permitted or required by the Collateral Documents or the Indenture; (vi) upon any amendment, waiver or consent to evidence the First Priority Collateral Documents granting the First Priority Liens on the Collateral, amending, waiving or consenting to the comparable provisions of the Collateral Documents as and to the extent set forth in the Intercreditor Agreement; (vii) 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 in any material respect; (viii) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (ix) to reflect the release of any Liens, in each case as provided in this Indenture Guarantor from its Notes Guarantee or the other Note Documents, as applicable; and (10) with respect add any Guarantor pursuant to the Collateral Agreements, as provided and in the Intercreditor Agreement or the Collateral Trust Agreement, as applicablemanner provided by this Indenture. (b) The Intercreditor Agreement Upon the request of the Company accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Collateral Trust Agreement Trustee of any documents requested under Section 7.02(b) hereof, the Trustee shall join with the 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 not be obligated to enter into such amended in accordance with or supplemental Indenture that affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (immunities under this Indenture or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 hereof, the Issuers, the Guarantors, the Trustee and the Collateral Agent will be authorized to amend or supplement this Indenture, the Notes, the Intercreditor Agreement, the Collateral Documents, any Note Guarantees or the Registration Rights Agreement without the consent of any Holders, the Company, when authorized by a Board Resolution, each Holder of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNote: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, defect or inconsistency; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of an Issuer’s or a Guarantor’s obligations under this Indenture, the Collateral Documents, the Notes, the Intercreditor Agreement, the Parent Guarantee, the Canadian Subsidiary Guarantee, the Issuers’ Guarantee and the Note Guarantees to the Holders in the case of a merger, consolidation, amalgamation or sale, transfer, conveyance, or other disposition or assignment, of all or substantially all of such Issuer’s or such Guarantor’s assets in accordance with Section 5.01; (4) to release any Guarantor from any of its obligations under its Note Guarantee, the Canadian Subsidiary Guarantee or this Indenture (to the extent permitted by 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 rights under this Indenture of any such Holder; (6) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (7) to conform the text of this Indenture, any Collateral Document, any Note Guarantee, the Intercreditor Agreement or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in the “Description of Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, any Collateral Document, any Note Guarantee, the Intercreditor Agreement or the Notes, which intent may be evidenced by an Officer’s Certificate to that effect; (8) to make, complete enter into additional or confirm any grant of supplemental Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence provide for the release issuance of any Liens, Additional Notes in each case as provided accordance with the limitations set forth in this Indenture or as of the other Note Documents, as applicable; anddate of this Indenture; (10) to allow any Guarantor to execute a supplemental indenture, a supplement to the Canadian Subsidiary Guarantee and/or a Note Guarantee with respect to the Notes; (11) to release Collateral Agreementsas permitted or required by the Collateral Documents or by Article 8 of this Indenture; (12) to add assets to Collateral to secure First Lien Obligations or to amend the Collateral Documents to secure additional First Lien Obligations to the extent such obligations are permitted under this Indenture; or (13) to evidence and provide for the appointment of a successor trustee or collateral agent. Upon the request of the Issuers accompanied by a resolution of each Board of Directors authorizing the execution of any such amended or supplemental indenture, as provided and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee or Collateral Agent will join with the Issuers and the Guarantors in the Intercreditor Agreement execution of any amended or supplemental indenture or other amendment authorized or permitted by the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement terms of this Indenture and the Collateral Trust Agreement to make any further appropriate agreements and stipulations that may be amended in accordance with its terms therein contained, but the Trustee and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent will not be obligated to enter into such amended or the Collateral Agent to add other parties (supplemental indenture that affects its own rights, duties or any authorized agent thereof immunities under this Indenture or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 hereof, the Co-Obligors, the Guarantors, any other obligor under the Notes and the Trustee may modify, supplement or amend this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesNote: (1) to evidence the succession of another Person to the Company Company, Xxxxx Xxxxx GP, a Guarantor or any other obligor under the Notes, and the assumption by any such successor of the covenants of the Company contained Company, Xxxxx Reaade GP, or such Guarantor or such obligor in the this Indenture and in the NotesNotes and in any Guarantee in accordance with Section 5.01 hereof; (2) to add to the covenants of the Company Company, Xxxxx Xxxxx GP, any Guarantor or any other obligor upon the Notes for the benefit of the Holders of the Notes or to surrender any right or power herein conferred upon the Company, Xxxxx Xxxxx GP or any Guarantor or any other obligor upon the Notes, as applicable, in this Indenture, in the Notes or in any Guarantee; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, or to correct or supplement any provision herein in this Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision hereinin this Indenture, the Notes or any Guarantee; (4) to make any other provisions with respect to matters or questions arising under the this Indenture, the Notes or any Guarantee; provided that such action provisions shall not adversely affect in any material respect the interests interest of any Holderthe Holders of the Notes; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence comply with the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor requirements of the covenants and agreements Commission in order to effect or maintain the qualification of such Subsidiary Guarantor contained herein, in this Indenture under the Notes and in the Subsidiary Guarantee of such Subsidiary GuarantorTrust Indenture Act; (6) to release add a Subsidiary Guarantor from its Subsidiary Guarantee pursuant or additional obligor under this Indenture or permit any Person to Section 10.03 hereofguarantee the Notes and/or obligations under this Indenture; (7) to provide for uncertificated Notes release a Guarantor as provided in addition to or in place of certificated Notesthis Indenture; (8) to make, complete or confirm comply with the rules of any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documentsapplicable securities depositary; (9) to add any additional Collateral or to evidence and provide the release acceptance of any Liens, in each case as provided in the appointment of a successor Trustee under this Indenture or the other Note Documents, as applicable; andIndenture; (10) with respect to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes as additional security for the payment and performance of the Company’s, Xxxxx Xxxxx GP’s and any Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Collateral AgreementsTrustee pursuant to this Indenture or otherwise; (11) to provide for the issuance of Additional Notes under this Indenture in accordance with the limitations set forth in this Indenture; or (12) to provide for the issuance of the Exchange Notes pursuant to the terms of this Indenture and the Registration Rights Agreement. Notwithstanding the foregoing, and so long as provided in the Intercreditor Credit Agreement or Term Loan is outstanding, no amendment may be made to the Collateral Trust Agreement, as applicablesubordination provisions of this Indenture that adversely affects the rights of any holder of Senior Indebtedness then outstanding unless holders of such Senior Indebtedness (or any group or representative thereof authorized to give such consent) consent thereto. (b) The Intercreditor Agreement Upon the request of the Co-Obligors accompanied by a resolution of their Boards of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Collateral Trust Agreement Trustee of the documents described in Section 7.02 and Section 9.06 hereof, the Trustee shall join with the Co-Obligors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental Indenture that adversely affects its terms and without the consent of any Holderown rights, the Trustee, the Priority Lien Collateral Agent duties or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingimmunities under this Indenture.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.02 of the Indenture, the Company, the Issuer, any Subsidiary Guarantor and the Trustee may amend or supplement the Indenture, the Note Guarantees or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesto: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect or inconsistency; (2) to add to provide for the covenants assumption by a successor entity of the Company for the benefit obligations of the Holders Company, the Issuer or to surrender any right or power herein conferred upon a Subsidiary Guarantor under the CompanyIndenture; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Internal Revenue Code of 1986); (4) provide for any Guarantees of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of a Subsidiary Guarantor or Lien securing the Notes when such release, termination or discharge is permitted under the Indenture; (5) add to the covenants of the Company or any Restricted Subsidiary for the benefit of the Holders of Notes or to surrender any right or power conferred upon the Company or any Restricted Subsidiary; (6) make any change that does not adversely affect the rights of any Holder in any material respect; (7) make any amendment to the provisions of the Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that (A) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (B) such amendment does not materially affect the rights of Holders to transfer Notes; (8) to make, complete or confirm comply with any grant of Collateral permitted or required by this Indenture or any requirement of the Convertible Note DocumentsCommission in connection with the qualification of the Indenture under the TIA (if the Issuer elects to qualify the Indenture under the TIA); (9) to add convey, transfer, assign, mortgage or pledge as security for the Notes any additional Collateral property or to evidence the release of any Liens, assets in each case as provided in this Indenture or the other Note Documents, as applicable; andaccordance with Section 4.13; (10) with respect to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee; or (11) to conform to the Collateral Agreements“Description of the Notes” in the Offering Memorandum, as provided set forth in an Officer’s Certificate delivered to the Trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company, the Issuer and the Subsidiary Guarantors in the Intercreditor Agreement execution of any amended or supplemental Indenture authorized or permitted by the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement terms of the Indenture and the Collateral Trust Agreement to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended in accordance with or supplemental Indenture that affects its terms and without own rights, duties or immunities under the consent of any Holder, the Trustee, the Priority Lien Collateral Agent Indenture or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingotherwise.

Without Consent of Holders of Notes. Notwithstanding Section 9.02 hereof, the Company, any Guarantor (awith respect to any Note Guarantee or this Indenture) Without and the Trustee may amend or supplement this Indenture and any Note Guarantee or Notes without the consent of any Holders, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesHolder: (1a) cure any mistakes, ambiguities, defects or inconsistencies; (b) provide for uncertificated Notes in addition to evidence or in place of certificated Notes or to alter the succession provisions of another Person this Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder; (c) 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 or such Guarantor and the assumption by any such successor of the covenants release of the Company contained or such Guarantor, in the Indenture and in the Noteseach case pursuant to Article 5 hereof or Section 4.15 hereof, as applicable; (2d) 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 Holder of the Notes (as evidenced by an Officers’ Certificate) or to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanyCompany or any Guarantor; (3e) to comply with any requirement requirements of the SEC in connection with qualifying order to effect or maintain the qualification of this Indenture under the TIA or maintaining such qualification thereafterTrust Indenture Act; (4f) provide for the issuance of Additional Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; (g) allow any Guarantor to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions execute a supplemental indenture and/or a guarantee with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof Notes or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documents; (9) to add any additional Collateral or to evidence effect the release of any LiensGuarantor from any of its obligations under its Note Guarantee or this Indenture (to the extent permitted by this Indenture); (h) secure the Notes; (i) provide for the issuance of Exchange Notes or private exchange notes; (j) conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in each case such “Description of Notes” section was intended to conform to a provision of this Indenture, the Note Guarantees or the Notes (as provided evidenced in an Officers’ Certificate); or (k) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company and any Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or the other Note Documents, as applicable; and (10) with respect to the Collateral Agreements, as provided in the Intercreditor Agreement or the Collateral Trust Agreement, as applicableotherwise. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without Notwithstanding Section 9.2 hereof, eircom Funding, the Company, any Note Guarantor, Holdings and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holders, the Company, when authorized by Holder of a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request, at Note or any time and from time to time, may amend or supplement any of the Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposesother Person to: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, defect, error or inconsistency; (2) provide for the assumption by a successor Person of the obligations of the Company or any Note Guarantor or other obligor under this Indenture; (3) provide for uncertificated Senior Subordinated Notes in addition to or in place of certificated Senior Subordinated Notes (provided that the uncertificated Senior Subordinated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Senior Subordinated Notes are described in Section 163(f)(2)(B) of the Code); (4) add to the covenants of the Company for the benefit of the Holders holders or to surrender any right or power herein conferred upon the Company; (35) to make any change that does not adversely affect the rights of any Holder in any material respect; (6) comply with any requirement of the SEC in connection with qualifying the qualification of this Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereofTrust Indenture Act; (7) to provide make such provisions as necessary (as determined in good faith by the Company) for uncertificated Notes in addition to the issuance of exchange securities or in place of certificated Additional Notes; (8) provide for any Restricted Subsidiary to makebecome an Additional Note Guarantor in accordance with the provisions of Section 10.1, complete to add Guarantees with respect to the Senior Subordinated Notes, to secure the Senior Subordinated Notes, or to confirm and evidence the release, termination or discharge of any grant of Collateral permitted Guarantee or required by Lien with respect to or securing the Senior Subordinated Notes when such release, termination or discharge is provided for under this Indenture or any of the Convertible Note Documents;Indenture; or (9) to add provide that any additional Collateral Indebtedness that becomes or will become an obligation of a Successor Company or a Note Guarantor pursuant to evidence a transaction governed by Section 5.1 (that is not a Subordinated Obligation) is Senior Subordinated Indebtedness or Note Guarantor Senior Subordinated Indebtedness for the release purposes of the Senior Subordinated Indenture. However, no amendment may be made to the provisions of Article XI or Section 10.5(a)(1) or 10.5(b)(2) of this Indenture that materially and adversely affects the rights of any Liensholder of the Senior Notes or any other Designated Senior Debt (in either case, then outstanding) unless the trustee in each respect of the Senior Notes (acting on the instructions of a majority in principal amount of the holders of such Senior Notes), the requisite holders of such Designated Senior Debt or the relevant Designated Senior Agent, as the case as provided may be, consent to such change. Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, subject to Section 9.6, the Trustee shall join with eircom Funding, the Company, any Note Guarantor and Holdings 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 which may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture which adversely affects its own rights, duties or immunities hereunder or otherwise. The Company will inform the other Note DocumentsLuxembourg Stock Exchange and the Irish Stock Exchange, as applicable; and (10) with respect if the Senior Subordinated Notes are listed on such exchanges and the rules of such exchanges so require, of any of the foregoing amendments, supplements and waivers and provide, if the Senior Subordinated Notes are listed on such exchanges and the rules of such exchanges so require, a supplement to the Collateral AgreementsOffering Memorandum setting forth reasonable details in connection with any such amendments, as provided in the Intercreditor Agreement supplements or the Collateral Trust Agreement, as applicablewaivers. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.

Without Consent of Holders of Notes. (a) Without the consent of any HoldersNotwithstanding Section 9.02 hereof, the CompanyIssuers, when authorized by any Guarantor (with respect to a Board ResolutionGuarantee or this Indenture), each of the Subsidiary Guarantors, when authorized by a Board Resolution, Trustee and the Trustee upon Company Request, at any time and from time to time, Notes Collateral Agent may amend or supplement any Notes Documents without the consent of any Holder and the Issuers may direct the Trustee or the Notes Collateral Agent, and the Trustee or the Notes Collateral Agent shall (upon receipt of the Note Documents in documents required by the following circumstanceslast paragraph of this Section 9.01), in form satisfactory enter into an amendment to the Trustee, for any of the following purposesNotes Documents to: (1) to evidence the succession of another Person to the Company and the assumption by cure any such successor of the covenants of the Company contained in the Indenture and in the Notesambiguity, omission, mistake, defect or inconsistency; (2) to add provide for the assumption by a successor Person of the obligations of the Issuers or a Guarantor under any Notes Document pursuant to the covenants terms of this Indenture; (3) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (4) to comply with Section 5.01 hereof; (5) to provide for the assumption by a successor entity of the Company obligations of either of the Issuers or any Guarantor to the Holders under the Notes Documents in accordance with Section 5.01 hereof; (6) 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 of any such Holder under this Indenture; (7) to add covenants for the benefit of the Holders or to surrender any right or power herein conferred upon the CompanyIssuers or any Guarantor; (3) 8) to comply with any requirement requirements of the SEC in connection with qualifying order to effect or maintain the qualification of this Indenture under the TIA or maintaining such qualification thereafter; (4) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holder; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Trust Indenture or any of the Convertible Note DocumentsAct; (9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or Notes Collateral Agent, provided that the successor Trustee or Notes Collateral Agent is otherwise qualified and eligible to act as such under the terms of this Indenture; (10) 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; (11) to add any additional Collateral a Guarantor or a co-obligor of the Notes under this Indenture or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for in accordance with and permitted by the term of this Indenture, Collateral Documents and the Pari Passu Intercreditor Agreement; (12) to add security to or for the benefit of the Notes; |US-DOCS\143900591.2|| (13) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum; (14) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation 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; or (15) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or Notes Collateral Agent for its benefit and the benefit of the Trustee, the Holders of the Notes and the holders of any future Other Pari Passu Lien Obligations, as additional security for the payment and performance of all or any portion of the Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Notes Collateral Agent pursuant to this Indenture, the Pari Passu Intercreditor Agreement, the Collateral Documents or otherwise; (16) provide for the release of any LiensCollateral from the Lien pursuant to this Indenture, in each case as provided in the Collateral Documents and the Pari Passu Intercreditor Agreement when permitted or required by the Collateral Documents, this Indenture or the other Note Pari Passu Intercreditor Agreement; (17) secure any future Indebtedness to the extent permitted under this Indenture, the Collateral Documents and the Pari Passu Intercreditor Agreement; (18) to add additional parties with Pari Passu Lien Priority to any Collateral Documents; (19) to enter into any intercreditor agreement having substantially similar terms with respect to the Holders as those set forth in the Pari Passu Intercreditor Agreement, taken as applicablea whole, or any joinder thereto; (20) in the case of any Collateral Document, to include therein any legend required to be set forth therein pursuant to the Pari Passu Intercreditor Agreement or to modify any such legend as required by the Pari Passu Intercreditor Agreement; and (1021) with respect to provide for the succession of any parties to the Collateral AgreementsDocuments (and other amendments that are administrative or ministerial in nature) in connection with an amendment, as provided renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Senior Credit Facilities or any other agreement that is not prohibited by this Indenture. Upon the request of the Issuers and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company, Issuers and the Guarantors in the Intercreditor Agreement execution of any amended or supplemental indenture authorized or permitted by the Collateral Trust Agreementterms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, as applicable. but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon (bi) The Intercreditor Agreement execution and delivery by such Guarantor and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent Trustee of any Holdera supplemental indenture to this Indenture, the Trusteeform of which is attached as Exhibit D hereto, (ii) execution and delivery by such Guarantor and the Trustee of the Completion Date Supplemental Indenture, the Priority Lien Collateral Agent or the Collateral Agent to add other parties form of which is attached |US-DOCS\143900591.2|| as Exhibit E hereto and (or any authorized agent thereof or trustee thereforiii) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally delivery of an Officer’s Certificate complying with the Liens on such Collateral Securing the Convertible Note Obligations then Outstandingprovisions of Sections 9.06, 12.04 and 12.05 hereof.

Without Consent of Holders of Notes. (a) Without the consent of any HoldersNotwithstanding Section 9.02 hereof, the Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolutionif applicable, and the Trustee upon Company Request, at any time and from time to time, time may amend this Indenture or supplement the Notes or enter into one or more indentures supplemental hereto without the consent of any Holder of the a Note Documents in the following circumstances, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company contained in the Indenture and in the Notes; (2) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (3) to comply with any requirement of the SEC in connection with qualifying the Indenture under the TIA or maintaining such qualification thereafter; (4a) to cure any ambiguity, to correct defect or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of any Holderinconsistency; (5) to add any Restricted Subsidiary as an additional Subsidiary Guarantor as provided in Section 4.13(a) hereof or to evidence the succession of another Person to any Subsidiary Guarantor pursuant to Section 10.02(b) hereof and the assumption by any such successor of the covenants and agreements of such Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantee of such Subsidiary Guarantor; (6) to release a Subsidiary Guarantor from its Subsidiary Guarantee pursuant to Section 10.03 hereof; (7b) to provide for uncertificated Notes in addition to or in place of certificated Notes (8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Convertible Note Documentsnotes; (9c) to add provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Guarantor’s assets; (d) to make any change that would provide any additional Collateral rights or benefits to evidence the release Holders of Notes or that does not adversely affect the legal rights under the Indenture of any Liens, in each case as provided in this Indenture or the other Note Documents, as applicable; andsuch Holder; (10e) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; (f) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Collateral AgreementsNotes under Section 4.12; (g) to evidence and provide the acceptance of the appointment of a successor trustee under the Indenture; (h) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of Notes as provided additional security for the payment and performance of the Company’s or a Guarantor’s obligations; (i) to release a Guarantor from its Subsidiary Guarantee pursuant to the terms of the Indenture when permitted or required pursuant to the terms of this Indenture; or (j) to conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notes” contained in the Intercreditor Agreement or the Collateral Trust Agreement, as applicable. (b) The Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with its terms and without the consent of any Holder, the Trustee, the Priority Lien Collateral Agent or the Collateral Agent to add other parties (or any authorized agent thereof or trustee therefor) holding Indebtedness subject thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral Securing the Convertible Note Obligations then Outstanding.Offering Memorandum dated September